/raid1/www/Hosts/bankrupt/TCRAP_Public/030429.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
Tuesday, April 29 2003, Vol. 6, No. 83
Headlines
A U S T R A L I A
AMP SHOPPING: Centro Comments on Offer Rejection Recommendation
AUSTRALIAN GAS: Accepts TrustPower`s Share Buy-back Offer
DRURY MANAGEMENT: ASIC Seeks Scheme Liquidator Appointment
FLOWCOM LIMITED: Placement Completed
KALREZ ENERGY: Finalizes Petroasia Agreement
STARTRACK COMM.: Inks Acquisition Agreement With Medepartner
STRAITS RESOURCES: 11th EGM Scheduled May 27
STRAITS RESOURCES: Spending $2M on Exploration to Earn 70% Int
SOUTHCORP LIMITED: Mr Ballard Appointed as Managing Director
VOICENET (AUST): Replies to ASX's Share Price Query
C H I N A & H O N G K O N G
CHINA UNITED: 2002 Operations Loss Narrows to HK$199.369M
CHING HING: Trims 2002 Operations Loss to HK$1.201M
INSTEP FOOTWEAR: Faces Winding Up Petition
KARTING MALL: Winding Up Sought by Taskforce
KINFUNG HANTUNG: Winding Up Hearing Scheduled in May
PCCW LIMITED: REACH Finalizes Revised Syndicated Loan
SOUNDWILL HOLDINGS: 2002 Net Loss Widens to HK$411,771M
I N D O N E S I A
JAKARTA INTERNATIONAL: Pefindo Withdraws "idD" Bond Rating
* IBRA Offers Its Ownership in 61 Companies Via PPAI 2
J A P A N
FUJITSU LIMITED: Unveils 2002 Financial Results
JAPAN AIRLINES: Hikes Domestic Air Fares by 11% in July
KOBE STEEL: JCR Assigns BBB+ Rating
NIKKO CORDIAL: Narrows 2002 Net Loss to Y21.61B
SANYO ELECTRIC: Books Y72.82B Net Loss in 2002
TOSHIBA CORPORATION: Returns to Profit in The Year to March
K O R E A
CHOHUNG BANK: Shinhan Submits Results of Due Diligence
HYNIX SEMICONDUCTOR: Taiwan DRAM Makers Plan Legal Action
SK GLOBAL: Major Shareholder Opposes Financial Aid
SK GLOBAL: Reveal W2.9Tr Bonds on Sales and Export Bills
M A L A Y S I A
AKTIF LIFESTYLE: Alternate Director Paw Choo's Term Ceased
CHASE PERDANA: Proposes Articles of Association Amendment
GENERAL LUMBER: KYWI Vendors Call Off ICPS Exemption
GULA PERAK: RAM Lowers Proposed RM288.82M RCSN to B2(s)
INTAN UTILITIES: Discloses Borrowings in Default Summary
MBF CAPITAL: May 20 EGM Scheduled
MBF CAPITAL: Proposes MBf-H Scheme Settlement
MOCCIS TRADING: RAM Downgrades RM50M BaIDS to C1
PAN MALAYSIA: Pre-trial Management Hearing Set on Sept 11
PARIT PERAK: SC Grants Proposed Waiver Approval
PARK MAY: Appoints Chong Fatt as Audit Committee Member
RAHMAN HYDRAULIC: Stay of Execution Hearing Postponed to July 9
SATERAS RESOURCES: Winding Up Hearing Deferred to June 11
SIN HENG: Obtains SC's Corporate Proposal Approval Letter
SRIWANI HOLDINGS: Changes Registered Address
P H I L I P P I N E S
NATIONAL BANK: Amends SEC Form 17-A
NATIONAL BANK: In Tie-up Talks With Indonesian Bank
NATIONAL POWER: Lowers Rating of Electricity Generation Firms
NATIONAL STEEL: Gets Approval to Defer Payment of PhP2-B Debt
S I N G A P O R E
ALLANDES CORPORATION: Appointments Judicial Managers
ALLIANCE TECHNOLOGY: Enters Agreement With Gallant Venture
CREATIVE TECHNOLOGY: Delisting From NASDAQ
NEPTUNE ORIENT: Posts Notice of Shareholder's Interest
T H A I L A N D
BANGCHAK PETROLEUM: Loss Prompts Dividend Cancellation
CHRISTIANI & NIELSEN: Plan Consideration Hearing Moved to May 2
KRISDAMAHANAKORN PUBLIC: Posts SGM #1/03 Resolutions
MEDIA OF MEDIAS: Directors Resign in Rehab Plan Compliance
TCJ ASIA: Issues Business Rehabilitation Schedule
UNION MOSAIC: Omits Dividend Payment Due to Operations Loss
- - - - - - - -
=================
A U S T R A L I A
=================
AMP SHOPPING: Centro Comments on Offer Rejection Recommendation
---------------------------------------------------------------
The investors of AMP Shopping Centre Trust (ART) recently
received the Target's Statement prepared by AMP Henderson Global
Investors, as responsible entity for ART (AMP Henderson), in
response to Centro Property Trust's (Centro) offer.
AMP's CONFLICTS OF INTEREST
When considering the recommendation of AMP Henderson directors
(AMP Directors) not to accept Centro's offer, investors should
be aware that the AMP Directors making this recommendation are
all executives of the AMP group. If Centro is successful in its
offer for ART, the AMP group is likely to lose a significant
part of the management fee income currently received from ART
(last calendar year totaling $17.0 million). Missed Points and
Inaccuracies in Target's Statement, the AMP Directors have
highlighted seven reasons to support their recommendation and
Centro comments as follows:
* No Alternative Offer. Unless AMP Directors believe with
good reason that an alternative offer is likely to be made, the
focus on alternative offers in the Target's Statement is not
seen as appropriate. AMP Directors have stated that they do not
know if another offer will arise. They must disclose information
regarding possible alternative offers of which they are aware.
* The Issue - ART's Returns NOT Property Portfolio Quality.
Centro believes that the returns to ART investors should be the
key focus of AMP Directors. The chart below confirms that an
investment of $5,000 in Centro over the last three years would
have generated a total return of almost 3 times that of a
similar investment in ART. From a unit holder's perspective, it
is the return on ART units that is the key measure of
performance.
AMP Directors claim that regional centers are better quality
than smaller sub-regional and neighborhood shopping centers
(that make-up the majority of Centro's portfolio). As Property
Council of Australia statistics confirm, smaller centers have
consistently outperformed regional centers over the past decade
(also refer to the attached article by Brian Firth of The
Australian). Centro considers the performance of an asset to be
the most objective measure of its quality.
* Merged Entity's Asset Backing. Centro believes that its
calculation of net tangible asset backing of the merged entity
(confirmed by expert advice from PricewaterhouseCoopers), is
correct as disclosed in the bidder's statement and the
methodology adopted by AMP Henderson's independent expert
understates the fair value of the net tangible assets. One of
the many difficulties with AMP Henderson's analysis on the
merged entity's asset backing is that the value of Centro's
services business is not included.
* Centro's Business Model and Past Performance. AMP
Directors and their independent expert failed to inform you that
Centro has consistently delivered significantly higher returns
to its investors than ART, as evidenced in the chart overleaf.
In fact, Centro's business model and quality retail property
have enabled it to provide a total average return of 19.5% over
the last three years compared to ART's 7.8% over the same
period.
One of the guides for future performance is past performance.
Centro has delivered a 7.8% average annual increase in
distributions over the last three years compared to ART's 2.3%
average annual increase. Centro expects to maintain its
reputation for delivering superior returns to its investors.
* Potential Pre-emption Rights in Co-ownership Agreements. On
behalf of all ART unit holders, Centro has taken the initiative
of applying to the Takeovers Panel to resolve this issue.
* Normal Conditions of Offer. Centro considers the
conditions of its offer to be normal market practice, and many
are within the control of AMP Directors.
* Independent Expert Conclusions - Fair Value Calculation
Flawed. Centro believes that the independent expert's
methodology is flawed (also refer to the attached article by
Kathryn House of the Australian Financial Review). To justify
its high value of ART units, AMP Henderson's independent
expert's report:
* Fails to justify the 15% to 25% control premium included
in the value of ART's net assets; and
* Inappropriately uses the ART price over only the last
month since the Centro bid, rather than over the years leading
up to the bid, and ignores the likely fall to its previous price
if the offer lapses.
KEY ISSUES
The key issues for ART investors are seen as:
* AMP Conflict. AMP has a conflict of interest. If Centro's
acquisition of ART is successful, AMP may lose substantial fee
income. It is in AMP's interest for Centro's bid to be
unsuccessful.
* ART's Future Price. If Centro's bid is unsuccessful and in
the absence of an alternative offer, Centro believes that it is
likely that ART's unit price will return to the pre-bid levels
of around $1.40. If you have any queries in relation to how to
accept the takeover bid or any other matter relating to the
takeover, please contact the Centro Offer Information Line on
1300 733 636 or international +612 9240 7452.
AUSTRALIAN GAS: Accepts TrustPower`s Share Buy-back Offer
---------------------------------------------------------
The Australian Gas Light Company (AGL) Managing Director, Greg
Martin, announced Monday that AGL has agreed to accept
TrustPower Limited's pro-rata share buyback offer for the whole
of its 20.5 per cent shareholding in the New Zealand based
energy company.
AGL expects to receive cash proceeds of approximately AUD$135
million through the divestment of 40.6 million TrustPower shares
at the offer price of NZ$3.70 a share. The sale proceeds are
expected to approximate AGL's net carrying value of the
investment.
Mr Martin said AGL's shareholding in TrustPower was under review
during the past year.
"The share buy-back offer from TrustPower provide an opportunity
for AGL to divest its TrustPower shareholding and is consistent
with AGL's strategy of re-focusing efforts in New Zealand around
the core business portfolio of AGL's 66% owned subsidiary, NGC
Holdings Limited," Mr Martin said.
Subject to approval of the share buy-back by TrustPower
shareholders, AGL anticipates receipt of the proceeds by no
later than June 30 2003.
Proceeds will be applied to debt reduction.
According to Wrights Investors' Service, at the end of 2001, The
Australian Gas Light Co had negative working capital, as current
liabilities were A$1.88 billion while total current assets were
only A$1.05 billion.
DRURY MANAGEMENT: ASIC Seeks Scheme Liquidator Appointment
----------------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
confirmed that Mr Piet Cornelius Walters was arrested on a
warrant in Hobart on 15 April 2003 alleging that he engaged in
dishonest conduct in relation to the provision of a financial
service.
Mr Walters appeared before the Hobart Magistrates Court on April
24, 2003, and was ordered to be extradited to Cairns, North
Queensland.
On 19 April and again on 22 April 2003, Mr Walters appeared in
the Cairns Magistrates Court and was formally charged with one
count of engaging in dishonest conduct in relation to the
provision of a financial service.
The charge was brought by ASIC and is being prosecuted by the
Commonwealth Director of Public Prosecutions.
ASIC alleges that Mr Walters engaged in dishonest conduct in the
advice he gave to an investor in the period 26 May 2002 and 16
July 2002, regarding the establishment of a self-managed
superannuation fund, and the subsequent investment of the fund's
assets with Drury Management Pty Ltd.
No application for bail was made and Mr Walters remains in
custody. The matter was adjourned to 6 May 2003.
The criminal charge follows earlier civil action taken by ASIC
against Mr Walters in September 2002.
At that time, ASIC obtained interim orders in the Supreme Court
of Queensland in Cairns, appointing an interim receiver to an
allegedly unregistered managed investment scheme, operated by
Drury Management Pty Ltd, in Malanda, Queensland.
ASIC has subsequently filed an application with the Court for
declarations that Drury Management Pty Ltd and others were
operating an unregistered management investment scheme, and is
seeking permanent injunctions restraining the respondents from
further operating the scheme, or receiving or soliciting funds
in connection with the scheme.
ASIC is also seeking orders for the appointment of a liquidator
to the scheme and Drury Management Pty Ltd. A date for the
hearing of this matter has not been set.
Mr Walters is a Dutch citizen, also known as Mr Fred Siebolt
Hofman who arrived in Australia in June 1991.
Mr Walters, under the name of Hofman, is also wanted on a
Canada-wide arrest warrant relating to 53 counts of fraud and
theft allegedly committed between 1985 and 1991, involving
approximately CAD$9.7 million.
ASIC's investigation is continuing.
FLOWCOM LIMITED: Placement Completed
------------------------------------
FlowCom on Monday announced completion of a placement of
ordinary shares to raise $1 million (one million dollars) at
$0.03 (three cents) per share. This placement represents a
further stage in the Group's debt restructure and funding
arrangements originally announced in January this year.
At a General Meeting held last Thursday, April 17, FlowCom
shareholders endorsed the restructure program, which will see
the major part of the Group's secured debt converted to equity.
Funds from the placement announced Monday will be used to
provide working capital for the Group and assist in small
acquisitions, such as the iGreen Broadband customer base
acquisition announced last week.
ABOUT FLOWCOM
FlowCom Limited (ASX: FLO), is a licensed telecommunications
carrier and an established service provider of DSL Broadband and
dial-up Internet, Virtual Private Networks, managed Web hosting,
co-location services, Virtual ISP and Facilities management.
CONTACT INFORMATION: Ed Goodwin
FINANCE DIRECTOR
Phone (02) 9263 5000
Fax (02) 9264 9868
www.flow.com.au
KALREZ ENERGY: Finalizes Petroasia Agreement
--------------------------------------------
Kalrez Energy Limited is pleased to finally advise that all
formal documentation with respect to the purchase of the balance
of Petroasia Limited not owned by the company was executed on
the 23rd April 2003.
As from the 23rd April 2003 Petroasia Limited is a fully owned
subsidiary of Kalrez Energy Limited.
Kalrez earlier made an ASX Announcement on 9th January 2003
confirming the company had entered into a Sales Agreement with
Petroasia Group Limited to purchase the balance (25%) of
Petroasia Limited it did not own for AUD$1.00 (one Australian
dollar).
However, though all legal documentation was agreed on 24th
January 2003, the Principals of Petroasia Group refused to
proceed with the execution of the Sales Agreement until such
time as the company entered into a satisfactory Termination
Agreement with Kalgoorlie Mine Management Pty Limited (KMM) with
respect to KMM's Management Agreement with Kalrez Energy
Limited.
Though KMM held a five year Management Agreement with Kalrez,
following the company's AGM on 28th November 2002, and changes
to the composition of the Board, the new Board decided to not
employ the services of KMM as Manager of the company.
The Management Agreement that the previous Board had entered
into with KMM gave KMM considerable powers, and in the event of
termination substantial leverage. In the event of any type of
termination by the company the Management Agreement gave rights
to KMM to recover not only the management fee, but all "future"
expected costs and expenses (based on past expenditure).
The company and KMM have entered into a commercial settlement,
which resulted in a formal Termination Deed being executed
simultaneously with the Petroasia Sales Agreement.
The settlement consists of a payment of $160,000 to KMM in
consideration of all charges, fees, and claims KMM may have in
respect to the early termination of the Management Agreement.
The company considers this to be a sizeable discount to the
possible exposure the company had in this matter.
The final acquisition of the balance of Petroasia Limited and
the termination of the KMM Management Agreement is of relief to
the company and brings corporate certainty to the company's
future.
In September 2000, Kalrez entered into a Sales Agreement with
Petroasia Group Limited to purchase 75% of Petroasia Limited for
an ascribed value (cash and shares) of approximately AUD$2.22
million dollars. (Note Kalrez's announcement 25th September
2000).
Petroasia Limited's only asset was, and still is, the LTS Gas
Plant originally from WAPET, Barrow Island, which is presently
in protective storage in Jakarta.
The company's original plan was to seek gas production plays in
Indonesia, but with the down turn in certain areas of Indonesia
the opportunities have been limited.
The purchase of the 25% balance of Petroasia Limited brings
about definite certainty in the company's actions with respect
to the gas plant, as the September 2000 Sales Agreement had
trigger clauses which restricted the company, and would have
exposed the company to issuing shares to the value of $1,500,000
should even minor sales of parts of the gas plant occur.
In recent days the present Board gained legal opinions on the
enforcement of the 2000 Sales Agreement trigger clauses, which
resulted in the opinion that the trigger clauses were
enforceable should even minor events take place. There was no
release from the trigger clauses even if the plant was sold for
scrap.
The present Board considers the execution of both the KMM
Termination Deed and the Petroasia Sales Agreement to be prudent
commercial exercises from which the company will gain in the
future.
STARTRACK COMM.: Inks Acquisition Agreement With Medepartner
------------------------------------------------------------
Startrack Communications Limited is pleased to announce that it
has entered into a conditional acquisition agreement with
Medepartner Limited (Medepartner) to acquire the company.
Medepartner has developed a unique technology application, the
Integrated Care System, which has significant potential to
reduce the cost of illness and injury insurance claims whilst
optimizing patient care and providing streamlined and seamless
access to medical professionals.
THE INTEGRATED CARE SYSTEM (ICS)
ICS is an application system comprising data collection,
collation, tracking, monitoring and process management functions
for claimants, insured, suppliers/providers, and service
providers. The system architecture allows new or emerging
technologies to be utilized for business advantage. For example,
support for wireless devices that enables users to perform on-
site assessment and/or investigation and capture data in real-
time, removing traditional paper transactions.
Also, web based enquiries can be utilized by stakeholders for
real time access to relevant information. This translates into
quicker customer response and lower transaction costs for the
buyer. The ICS system has many synergies with the current data
and technology support services being by provide by the Company
in respect of the Startrack tracking system.
Medepartner's system offers a number of functions, which
include:
DOCUMENT EXCHANGE
The document exchange system allows for real-time secure
document transfers and messaging for health professionals.
Utilizing the Internet for communication and document encryption
to ensure security and privacy, the document exchange system can
be used for any electronic documents including medical
certificates, invoices and reports. The system allows for
tracking of documents from end to end and document status
monitoring.
PROVIDER TRACKING
The provider tracking solution provides automation, monitoring
and tracking of provider activities such as patient
consultations, referrals, on-site assessments and treatments.
Monitoring and tracking allows for provider assessment and
benchmarking, fraud detection and decision support.
CASE TRACKING
The case tracking component is utilized for tracking and
monitoring a patient's progress and activities through the
duration of their case. This component of the system includes
the following features:
* Workflow Management
* Contact Management
* Triaging/Streaming
* Validation (rules-based automation)
* Assessment
* Medical Management & Care Planning (using industry clinical
guidelines)
* Activity Management (e.g. Case notes, To Do's)
* Investigation & Surveillance (document management)
* Settlement
STRATEGY
Medepartner has developed a national business strategy that is
aimed at positioning the company as the dominant player in the
provision of employee health and return to work practices for
Insurers, Self-Insurers and major corporations. It also intends
to further expand its service provision in the illness and
injury management arena.
TARGET MARKETS
The target market for introduction of services is:
* Workers Compensation
* Road Traffic Injuries
* Disability Claims
* Private Health
Medepartner's existing client base includes:
* Insurance Companies
* Self Insured Entities
* Employers
* Government Departments
MAJOR TERMS OF THE MEDEPARTNER ACQUISITION
* Conditions Precedent
The main conditions to be satisfied in order for Startrack and
Medepartner to proceed with the transaction are as follows:
(a) The shareholders of Startrack passing all resolutions as
are required under the ASX Listing Rules and the Corporations
Act to give effect to the transactions contemplated by the
Agreement including, but without limitation, any application of
Chapter 11 of the ASX Listing Rules;
(b) The shareholders of Medepartner passing all resolutions
as are required under the Corporations Act and entering into
appropriate agreements to give effect to the transactions
contemplated by the Agreement;
(c) Startrack completing a placement of approximately
26,500,000 Startrack Shares at a price of 0.3 cents per share to
raise approximately $80,000 and a proposed entitlement issue by
way of a share purchase plan to the shareholders of Startrack on
the terms and at a price as determined by Startrack and
Medepartner having regard to the capital needed to further
commercially exploit the Integrated Care System; and
(d) The current convertible note holder in the Company,
Graceford Holdings Limited, converting part of its existing
convertible note debt to approximately 40,000,000 Startrack
Shares and assigning a further approximately $160,000 of the
convertible note to new investors introduced by Medepartner. In
effect, approximately $320,000 will be added to the net asset
position of the Company.
* Consideration Terms
The acquisition terms payable upon completion are as follows:
(a) 203,500,000 Startrack Shares at 0.5 cents per Startrack
share (50% of the Shares subject to a voluntary 6 month escrow
from the date of issue and 50% subject to a voluntary 12 month
escrow); and
(b) incentive based payments of Startrack Shares upon the
following milestones being achieved:
i. 300,000,000 Startrack Shares upon the Medepartner
business achieving a $5m EBIT amount within 3 years of
completion of the acquisition; and
ii. Upon the Medepartner business achieving a $20m EBIT
amount (within 5 years of completion of the acquisition), that
number of Startrack Shares representing a value of $15m based on
the market value of the listed shares at the time.
Founding Director - Mr Carl Woodbridge
The founding Director behind Medepartner is Mr Carl Woodbridge.
Prior to establishing Medepartner, Mr Woodbridge was one of the
founders of what is the largest Australian national loss
adjusting company, Freemans Australia, formed in 1991. Freemans
Australia grew to 35 offices and 200 staff throughout Australia
and connected to a Global network that Mr Woodbridge promoted
through contacts in the industry. He also established Freemans
(WA) Pty Ltd as the leading loss adjusting practice in Western
Australia until sold to GAB Robins in 1997.
Subsequently, from November 1997 to June 2000, he was employed
as Regional Leader and Executive Adjuster with GAB Robins, a
global loss adjusting firm and the largest in Australia with 38
offices and 280 staff around Australia. As Western Australian
Regional Leader, Mr Woodbridge was responsible for managing the
growth and performance of the Western Australian operations. In
particular for developing promotional activities, building the
client base of the firm, financial planning and management and
process management. Mr Woodbridge also has extensive experience
in the loss adjusting and insurance industries in the United
Kingdom.
PROPOSED ACQUISITION TIMETABLE
A general indicative timetable of events and activities as
contemplated by the Agreement is set out below:
EVENT TIMING
Complete Placement 9 May 03
Despatch Notice of Meeting and Share Purchase Plan 16 May 03
Hold Shareholder Meeting to Approve Transaction 16 June 03
Complete Share Purchase Plan 18 June 03
Complete Medepartner Acquisition 20 June 03
Full details of the transaction will be to provide to
Shareholders with the dispatch of the relevant notice of meeting
referred to above.
Wrights Investors' Service reports that at the end of 2002,
Startrack Communications Limited had negative working capital,
as current liabilities were A$5.07 million while total current
assets were only A$955,004.00. The company also reported losses
during the previous 12 months and has not paid any dividends
during the previous 2 fiscal years.
STRAITS RESOURCES: 11th EGM Scheduled in May 27
----------------------------------------------
The Eleventh Annual General Meeting of shareholders of Straits
Resources Limited will be held at the Celtic Club, 48 Ord
Street,West Perth on Tuesday, 27 May 2003 commencing at 11.00am
(WST) to consider the following resolutions.
A. ORDINARY BUSINESS
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report, together
with the directors' and auditors' reports for the year ending 31
December 2002.
2. RE-ELECTION OF DIRECTOR Mr Alvin David Toms
To consider and, if thought fit, pass the following resolution
as an ordinary resolution: That, for all purposes, Mr Alvin
David Toms, who retires and offers himself for re-election, is
re-elected as a director.
3. ELECTION OF DIRECTOR Mr Richard Ong Chui Chat
To consider and, if thought fit, pass the following resolution
as an ordinary resolution: That, for all purposes, Mr Richard
Ong Chui Chat, who was appointed to the board of directors since
the last annual general meeting of the Company, is elected as a
director.
B. SPECIAL BUSINESS
4. CANCELLATION OF FORFEITED SHARES
To consider and, if thought fit, pass the following resolution
as an ordinary resolution:
That, for all purposes:
(a) the ordinary shareholders of the Company approve and the
Company cancels 8,005 ordinary shares in the Company which have
been forfeited in accordance with its constitution; and
(b) the ordinary shareholders of the Company approve the
release of the former holders of those shares from any
outstanding liability in respect of those shares, as set out in
the Explanatory Statement accompanying this Notice of Annual
General Meeting.
5. ISSUE OF SECURITIES TO RELATED PARTIES
To consider and, if thought fit, pass the following resolutions
as separate and independent ordinary resolutions:
That, for all purposes, the ordinary shareholders of the Company
authorize the issue of:
(a) 1 million fully paid ordinary shares in the Company
(Shares) to Mr Alvin David Toms (or his eligible associate);
(b) 1 million Shares to Mr Milan Jerkovic (or his eligible
associate);
(c) 500,000 options to acquire Shares (Options) to Mr Richard
Ong Chui Chat (or his eligible associate); and
(d) 250,000 Options to Mr Garry George Lowder (or his
eligible associate), for the prices, on the terms and for the
purposes set out in the Explanatory Statement accompanying the
copy of Notice of Annual General Meeting, which can be found at
http://bankrupt.com/misc/TCRAP_SRL0429.pdf.
STRAITS RESOURCES: Spending $2M on Exploration to Earn 70% Int
--------------------------------------------------------------
Gateway Mining NL is pleased to announce a joint venture
agreement on their 100 percent owned Cowra Project in NSW with
Straits Resources Limited.
Under the agreement, Straits has the option to earn a 70 percent
interest in the project by spending a total of $2m on
exploration over 4 (1/2) years.
The terms of the agreement require Straits to spend $800,000 to
earn a 51 percent interest within the first 30 months of which
$250,000 will be spent in the first 12 months. It will then have
the option to spend a further $1.2m to earn a 70 percent
interest in the project within the next 24 months.
* The Cowra Project is located in the prospective Lachlan
Fold Belt of NSW. This region hosts some of the State's most
significant mineral deposits including Cadia, Ridgeway, Lake
Cowal and Browns Creek. Exploration License 5514 was granted to
Gateway in August 1998 and covers over 50 kilometers of
prospective Ordovician rocks. The area was acquired for its
potential to host porphyry related copper-gold mineralization
and has been advanced quickly and cost effectively by Gateway
through geochemical, geological and geophysical programs.
* Results have identified the Kiola region, a large copper-
gold bearing zone covering an area of 7 km x 4 km coincident
with an aeromagnetic feature indicative of a pull apart basin
fracture system.
* Drilling by Gateway has returned gold grades of up to 25.30
g/t and 8.41 g/t in narrow zones from the Nasdaq gold and copper
bearing skarn. This was the first drilling completed since Mines
Exploration in the late 1960s.
* Gateway believes Nasdaq is just one part of a larger system
that warrants further testing. Results of an airborne magnetic
survey has indicated up to five spot magnetic highs that warrant
evaluation for buried Ridgeway-style cylindrical porphyry
copper-gold intrusions.
Exploration by Straits will further test the Kiola region where
up to nine drilling targets have been delineated whilst regional
exploration will test the remainder of the project.
According to Wrights Investors' Service, at the end of 2001,
Straits Resources had negative working capital, as current
liabilities were A$79.83 million while total current assets were
only A$74.26 million. The company has paid no dividends during
the last 12 months and has not paid any dividends during the
previous 2 fiscal years.
SOUTHCORP LIMITED: Mr Ballard Appointed as Managing Director
------------------------------------------------------------
Southcorp Limited advised that Mr John Ballard commenced duties
as Chief Executive Officer of the Company on Monday. Mr Ballard
has been appointed to the Board as Managing Director of the
Company with immediate effect.
On February, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services lowered its
'BBB+' long-term and 'A-2' short-term corporate credit ratings
on Southcorp Ltd. to 'BBB' and 'A-3', respectively, following
the wine company's worse-than-expected financial results for the
first half of 2003.
VOICENET (AUST): Replies to ASX's Share Price Query
---------------------------------------------------
Voicenet (Aust) Limited, in reference to Australian Stock
Exchange's query letter dated 23 April, 2003 in relation to the
change in the Company's securities, advised the following:
1. The Company is not aware of any information concerning it
that has not been announced, which, if known, could be an
explanation for the recent trading in the securities in the
Company.
2. Not applicable.
3. The Company has no explanation as to the price change and
increase in volume in the securities of the Company.
4. The Company is in compliance with the ASX Listing Rules
and, in particular, Listing Rule 3.1.
The Company and all its directors are not aware of any matters,
which have a material significance or change that will affect
the price or volume of trading in the securities.
Below is ASX's Query
"We have noted a change in the price of the Company's securities
from 2.3 cents on 23 April 2003 to a high of 3.9 cents.
In light of the price change, please respond to each of the
following questions.
1. Is the Company aware of any information concerning it that
has not been announced which, if known, could be an explanation
for recent trading in the securities of the Company?
2. If the answer to question 1 is yes, can an announcement be
made immediately? If not, why not and when is it expected that
an announcement will be made?
Please note, if the answer to question 1 is yes and an
announcement cannot be, made immediately, you need to contact us
to discuss this and you need to consider a trading halt (see
below).
3. Is there any other explanation that the Company may have for
the price change in the securities of the Company?
4. Please confirm that the Company is in compliance with the
listing rules and, in particular, listing rule 3.1.
Your response should be sent to me on facsimile number (08) 9221
2020. It should not be sent to the Company Announcements Office.
Unless the information is required immediately under listing
rule 3.1, a response is requested as soon as possible and, in
any event, not later than 5:00pm WST on Wednesday, 23 April
2003.
The response must be in a form suitable for release to the
market if you have any concern about release of a response,
please contact me immediately.
LISTING RULE 3.1
Listing rule 3.1 requires an entity to give ASX immediately any
information concerning it that a reasonable person would expect
to have a material effect on the price or value of the entity's
securities. The exceptions to this requirement are set out in
the rule.
In responding to this letter you should consult listing rule 3.1
and the guidance note titled `Continuous disclosure: listing
rule 3.1'. If the information requested by this letter is
information required to be given to ASX under listing rule 3.1
your obligation is to disclose the information immediately.
Your responsibility under listing rule 3.1 is not confined to,
or necessarily satisfied by, answering the questions set out in
this letter.
TRADING HALT
If you are unable to respond by the time requested, or if the
answer to question 1 is yes and an announcement cannot be made
immediately, you should consider a request for a trading halt in
the Company's securities. As set out in listing rule 17.1 and
the guidance note titled `Trading halts' we may grant a trading
halt at your request. We may require the request to be in
writing. We are not required to act on your request. You must
tell us each of the following:
* The reasons for the trading halt.
* How long you want the trading halt to last.
* The event you expect to happen that will end the trading
halt
* That you are not aware of any reason why the trading halt
should not be granted.
* Any other information necessary to inform the market about
the trading halt, or that we ask for.
The trading halt cannot extend past the commencement of normal
trading on the second day after the day on which it is granted.
If a trading halt is requested and granted and you are still
unable to reply to this letter before the commencement of
trading, suspension from quotation would normally be imposed by
us from the commencement of trading if not previously requested
by you. The same applies if you have requested a trading halt
because you are unable to release information to the market, and
are still unable to do so before the commencement of trading.
If you have any queries regarding any of the above, please let
me know.
A Walsh
ASSISTANT MANAGER COMPANIES
Direct Line: (08) 9224 0015"
================================
C H I N A & H O N G K O N G
================================
CHINA UNITED: 2002 Operations Loss Narrows to HK$199.369M
---------------------------------------------------------
China United International Holdings Limited released it
financial report for the year end date December 31, 2002:
Currency: HKD
Auditors' Report: Qualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 180,682 194,365
Profit/(Loss) from Operations : (138,889) (298,229)
Finance cost : (38,561) (49,414)
Share of Profit/(Loss) of
Associates : N/A (7,353)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (199,369) (331,560)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.065) (0.458)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (199,369) (331,560)
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 (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Corporate reorganization
Pursuant to the reorganization proposal involving a change of
domicile of China United Holdings Limited by way of a scheme of
arrangement effective on 3 January 2003 under section 99 of the
Companies Act 1981 of Bermuda, the Company became a wholly-
owned subsidiary of China United International Holdings Limited,
a company incorporated in Hong Kong on 16 August 2002 with its
shares listed on The Stock Exchange
of Hong Kong Limited (the Stock Exchange) by way of introduction
on 6 January 2003. The listing of the Company's shares on the
Stock Exchange was withdrawn on 3 January 2003. For reporting
purposes, China United International Holdings Limited presents
the audited consolidated results of the Company and its
subsidiaries (the Group) for the year ended 31 December 2002.
2. Included in loss from operations are the following material
items:
01/01/2002- 1/01/2001-
31/12/2002 31/12/2001
HK$'000 HK$'000
Impairment losses of:
- property, plant and machinery (112,876) (115,000)
- goodwill on consolidation of subsidiaries (28,343) (4,783)
- interest in an associate - (5,479)
Loss on disposal of other securities - (21,619)
Forfeiture of sale deposit received
from disposal of interest in a subsidiary - 33,000
Net gain on disposals of interests
in associates - 103
Net gain on dilution of interest in a subsidiary - 1,269
Net provision for bad and doubtful debts (10,269) (119,490)
Net unrealized gain on trading securities 58,181 4,295
Net deficit arising on revaluation of
investment properties (38,890) (25,343)
--------- ---------
(132,197) (253,047)
_________ _________
3. Loss per share
The calculation of the loss per share is based on the loss for
the year of HK$199,369,000 (2001 : HK$331,560,000) and on the
weighted average number of 3,086,218,597 shares (2001 :
723,436,022 shares) in issue during the year. The weighted
average number of shares in issue used in the basic loss per
share calculation for the year ended 31 December 2001 has been
adjusted to reflect the effect of the rights issue and share
consolidation during the current year.
No diluted loss per share is presented for both years as
exercise of the
Company's outstanding share options and conversion of the
Company's
outstanding convertible notes have an anti-dilutive effect.
5. Adoption of new and revised Statements of Standard Accounting
Practice (SSAPs)
The following new and revised SSAPs are effective for the first
time for the current year's financial statements
SSAP 1 (Revised) : Presentation of financial statements
SSAP 11 (Revised) : Foreign currency translation
SSAP 15 (Revised) : Cash flow statements
SSAP 34 (newly-issued) : Employee benefits
The adoption of these new or revised SSAPs had no material
effect on the Group's results for the current year or prior
periods and the presentation in the prior year's financial
statements has been restated to achieve a consistent
presentation or in accordance with the new format.
CHING HING: Trims 2002 Operations Loss to HK$1.201M
---------------------------------------------------
Ching Hing (Holdings) Limited disclosed its financial statement
for the year end date December 31, 2002:
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ($) ($)
Turnover : 323,207,000 192,420,000
Profit/(Loss) from Operations : (1,201,000) (22,508,000)
Finance cost : (5,678,000) (4,381,000)
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 : (6,676,000) (26,809,000)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0208) (0.1153)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (6,676,000) (26,809,000)
Final Dividend : Nil Nil
per Share
(Specify if with other : Nil Nil
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. The calculation of basic loss (2002: loss) per share for the
year ended 31 December 2002 is based on the Group's loss
attributable to shareholders of HK$6,676,000 (2001:
HK$26,809,000) and on the weighted average number of 320,349,468
(2001: 232,468,632) ordinary shares in issue during the year.
2. Last year's comparative figures have been reclassified to
conform to current year's presentation.
INSTEP FOOTWEAR: Faces Winding Up Petition
------------------------------------------
The petition to wind up Instep Footwear Company Limited is set
for hearing before the High Court of Hong Kong on May 21, 2003
at 9:30 in the morning.
The petition was filed with the court on March 26, 2003 by Bank
of China (Hong Kong) Limited, the successor corporation to The
National Commercial Bank Limited pursuant to Bank of China (Hong
Kong) Limited (Merger) Ordinance (Cap. 1167)) of 14/F., Bank of
China Tower, No. 1 Garden Road, Central, Hong Kong.
KARTING MALL: Winding Up Sought by Taskforce
--------------------------------------------
Taskforce Collections Inc. is seeking the winding up of Karting
Mall (Hong Kong) Limited. The petition was filed on March 14,
2003, and will be heard before the High Court of Hong Kong on
April 30, 2003.
Taskforce Collections holds its registered office at Columbus
Centre Building, Wickham Cay, Road Town, Tortola, British Virgin
Islands.
KINFUNG HANTUNG: Winding Up Hearing Scheduled in May
----------------------------------------------------
The High Court of Hong Kong will hear on May 21, 2003 at 9:30
in the morning the petition seeking the winding up of Kinfung
Hantung (China) Transportation Company Limited.
Kwong Hou Kan of 19/F., Block A, Wing Fu Mansion, 2-6 Fung Yau
Street North Yuen Long, New Territories, Hong Kong filed the
petition on March 31, 2003. Tam Lee Po Lin, Nina represents the
petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
PCCW LIMITED: REACH Finalizes Revised Syndicated Loan
-----------------------------------------------------
Reach Ltd confirms that it finalized on Monday the new terms for
its syndicated US$1.5 billion loan facility on the same "in-
principle agreement" terms disclosed by PCCW Limited and Telstra
Corporation Limited to their respective stock exchanges on 14
April 2003. In addition, REACH on Monday repaid US$300 million
to the syndicated banks, thereby reducing the outstanding loan
to US$1.2 billion. For copies of the original PCCW and Telstra
disclosures, please visit www.pccw.com or www.telstra.com.
ABOUT REACH
REACH is Asia's largest international carrier of combined voice,
private line and IP data services. It is also one of the world's
top ten carriers of international voice traffic. REACH's
products and services include an extensive portfolio of voice,
data, IP and satellite connectivity. The company has interests
in more than 50 submarine cable and satellite systems (including
Asia's largest teleport), and operating licenses and landing
rights in most major markets including Hong Kong, Japan, Korea,
Taiwan, Singapore, Australia, North America and Europe. REACH is
headquartered in Hong Kong, with a significant presence in
Australia and substantial businesses across Asia, North America
and Europe.
SOUNDWILL HOLDINGS: 2002 Net Loss Widens to HK$411,771M
-------------------------------------------------------
Soundwill Holdings Limited posted a summary of its results
announcement for the year end date December 31, 2002:
Currency: HKD
Auditors' Report: Qualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 129,410 710,776
Profit/(Loss) from Operations : (323,382) (91,516)
Finance cost : (95,713) (145,364)
Share of Profit/(Loss) of
Associates : 4 12
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (411,771) (237,830)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.1321) (0.0763)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (411,771) (237,830)
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 (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1) Loss for Share
The calculation of basic loss per share is based on current
year's loss of HK$411,711,000 (2001 : loss of HK$237,830,000)
and on the weighted average number of 3,116,402,151 shares
(2001:3,116,402,151 shares) in issue during the year.
No diluted loss per share has been presented for the two years
ended 31 December 2002 because the conversion/exercise of the
outstanding potential ordinary shares would have been anti-
dilutive for the two financial years.
2) Change in presentation of comparative figures
Certain comparative amounts have been reclassified to conform
with the current year's presentation. There is no impact on the
Group's results for the previous year.
=================
I N D O N E S I A
=================
JAKARTA INTERNATIONAL: Pefindo Withdraws "idD" Bond Rating
----------------------------------------------------------
Credit Rating Indonesia, PT Pefindo has withdrawn its rating on
PT Jakarta International Hotels & Development Tbk. (JIHD) due to
insufficient data and information provide for the rating process
while the Company has successfully restructured its Bonds I Year
1997 totaling IDR519 billion that the "idD" rating assigned on
February 15, 1999 is no longer applicable.
JIHD is a property developer incorporated in November 1969. Its
property portfolio ranging from hotels to commercial offices,
commercial retail space and service apartments, and among
others are Sudirman Central Business District and Mega Kuningan,
both located in Jakarta golden triangle area, and Hotel
Borobudur Indonesia.
Following the withdrawn status, PEFINDO will not review any
information that may affect the Company and its Bonds rating.
However, PEFINDO may update the rating as sufficient data and
information are provide for the process.
Wrights Investors' Service reports that at the end of 2001, P.T.
Jakarta International Hotels & Deve had negative working
capital, as current liabilities were Rp3.14 trillion while total
current assets were only Rp1.55 trillion. The company has paid
no dividends during the last 12 months. P.T. Jakarta
International Hotels & Deve last paid a dividend during fiscal
year 1997, when it paid dividends of 10.00 per share.
* IBRA Offers Its Ownership in 61 Companies Via PPAI 2
------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) announced the
commencement of The Investment Assets Sales Program Phase 2
(PPAI 2). Its registration will start on April 24 until June 12,
2003, while the transaction is expected to end on July 23, 2003.
The total of 61 companies to be offered at PPAI 2 are grouped
into 5 categories. These companies are mostly under 4 holding
companies, namely Holdiko Perkasa, Kiani Wirudha, Cakrawala Gita
Pratama and Hoswarya Persada. The offered assets in this
disposal program may include equities convertible bond, loans
and or related properties (Asset) of various subsidiary
companies.
These assets comprise companies mainly operating in the areas of
edible oil & fats, plywood, shipping, industrial estates,
property, catering, pulp & paper, trading, textile & garment,
ceramic, glue & chemicals, cold storage, security, contractor
and other multi industries.
The schedule of PPAI 2 is as follow :
* Info Memo/Teaser Distribution and Registration ( 24 April -
12 June 2003);
* Payment of Administration Fee (24 April - 12 June 2003);
* Payment of Security Deposit (24 April - 16 June 2003);
* Due Diligence (28 April - 12 June 2003)
* ID number (NIP) withdrawal, 18 June 2003 at the latest;
* Final Bid on 19 June 2003 start from 10.00 until 16.00 WIB;
* Highest Bidder Notification (23 June 2003);
* The First 40% Payment effective at Holdco's/IBRA's account
on 25 June 2003 at the latest.
* Signing of the Sales & Purchase Agreement on 25 June at the
latest;
* The Payment Settlement (effective at the Holdco's/IBRA's
determined account) and the Closing on 23 July 2003 at the
latest.
The winner will be determined based on its highest bid above the
Floor Price and acceptable terms and conditions to IBRA/Holdco.
The Assets being offered are in `as is' basis. IBRA/Holdco will
not give any warranty except the ownership of the Assets.
By implementing PPAI phase 2, IBRA is trying to accelerate the
assets sales process. This sale program is also one of IBRA's
efforts to meet its target for the State Budget amounting to IDR
26 Trillion.
A List of Assets in PPAI 2 can be found at
http://bankrupt.com/misc/TCRAP_IBRA0429.pdf.
=========
J A P A N
=========
FUJITSU LIMITED: Unveils 2002 Financial Results
-----------------------------------------------
Fujitsu Limited, a leader in customer-focused IT and
communications solutions for the global marketplace, reported
consolidated net sales of 4.61 trillion yen for fiscal year 2002
(April 1, 2002 - March 31, 2003), a decline of 8 percent
compared with the previous fiscal year. Converted into US
dollars, net sales were approximately US$38.4 billion.
A combination of factors resulted in an exceptionally
challenging operating environment for Fujitsu in fiscal 2002.
Economic conditions in the U.S. continued to deteriorate two
years after the bursting of the IT bubble, and against the
backdrop of a global-scale deflationary trend, stock values
weakened, personal consumption flagged and corporations
continued to limit their investment in IT. Conditions in the IT
sector itself became increasingly severe as markets for IT
products underwent rapid structural change, such as heightened
competition from Chinese vendors and other low-cost producers
who expanded their production capacity.
On the positive side, there were continued benefits from the
spread of activities relating to the e-Japan (e-government)
initiative and in the second half of the year signs of recovery
in China and some other Asian markets, as well as indications
that investment by telecommunications carriers in the U.S.,
Europe and elsewhere may have bottomed out. Toward the end of
the fiscal year, however, such developments as the outbreak of
war in Iraq and concern about the possible spread of the SARS
epidemic heightened uncertainty regarding the global economy
going forward.
Amid such market conditions, and despite a significant decline
in sales, Fujitsu achieved a consolidated operating profit of
100.4 billion yen (US$837 million) for the fiscal year, marking
a major turnaround in profitability from the operating loss of
74.4 billion yen recorded in fiscal 2001. However, due to
extraordinary losses, including 151.4 billion yen (US$1.2
billion) in restructuring costs required to cope with structural
changes in the IT industry and deflationary trends, a 30.6
billion yen (US$255 million) charge to cover corrective measures
for certain small form-factor hard disk drives, and stock
valuation losses arising from the stock market slump, the
Company recorded a consolidated net loss of 122.0 billion yen
(US$1.0 billion), a narrowing of 260.4 billion yen compared with
the net loss of 382.5 billion yen the previous year.
Results by Business Segment
Software & Services
While overall IT investment was sluggish, healthcare sector
business connected with the implementation of e-Japan, sales to
manufacturing companies expanding global operations, and
corporate outsourcing business related to the growth of
broadband network infrastructure all developed favorably.
Nevertheless, such factors as curtailed investment by
telecommunications carriers in Japan, the U.S. and Europe, as
well as a cyclical slowdown in demand from major financial
sector customers had a major impact on results, with
consolidated sales for this segment declining by 3 percent to
2.02 trillion yen (US$16.8 billion).
However, thanks to progress in implementing restructuring
measures overseas, Fujitsu's key operations in the U.K. and U.S.
were restored to a profitable footing, and the Company realized
major gains in operational efficiency through packaging of
solutions and expanding use of EJB (Enterprise Java Beans)
componentization technology. As a result, despite the decline in
sales for the sector, operating profit increased to 176.5
billion yen (US$1.4 billion), an improvement of 18.6 billion yen
over the previous year.
Platforms
Although personal computer shipments in Japan by all
manufacturers were lower than the previous year and price
competition intensified, Fujitsu was able to increase its market
share, showing particular strength in consumer models. Moreover,
sales of Fujitsu mobile phones with unique, easy-to-use features
were especially buoyant. On the other hand, severe investment
constraints remained in effect at telecommunications operating
companies in Japan as well as North America. As a result, sales
of optical transmission systems fell sharply from the previous
year, and sales of 3G mobile systems in Japan were sluggish. In
addition, sales of large-scale servers and storage systems
suffered sharp declines due to the completion of investment
cycles in the financial services sector. Together with the
effect of the Company's withdrawal from small-form-factor
magnetic disk drives for desktop PCs in the previous fiscal
year, these factors led to an overall decline in platform sales
of 20 percent, to 1.61 trillion yen (US$13.4 billion).
In regard to profitability, on the other hand, the Company
implemented further restructuring measures during the fiscal
year to streamline operations, and the resulting cost reductions
and improvements in efficiency contributed to a substantial
improvement in profitability. Reversing a significant operating
loss from the previous fiscal year, Fujitsu recorded a 973
million yen (US$8 million) operating profit for the sector in
FY2002, representing an improvement of 58.5 billion yen despite
the major drop in sales.
Electronic Devices
In semiconductors, thanks to favorable progress in inventory
adjustments for products in such areas as mobile telephones and
AV equipment, sales of logic ICs and flash memories increased
significantly over the previous year. Sales also improved in the
PDP and LCD display fields, as well as components and all other
areas. Overall sales for the sector amounted to 618.6 billion
yen (US$5.1 billion), an increase of 13 percent.
Regarding profitability, although there was no significant price
recovery for flash memory and other products, the overall
semiconductor market appeared to bottom out, and PDP operations
became profitable due to significant growth in demand for PDP TV
sets. Together with the efficiency benefits from earlier
restructuring efforts, these factors helped greatly narrow the
operating loss in the sector to 31.6 billion yen (US$263
million), an improvement of 77.6 billion yen.
Summary of Cash Flows
Despite the major improvement in profitability, cash flows from
operating activities declined by 62 percent to 117.7 billion yen
(US$982 million), due primarily to the slippage into FY2002 of
cash outflows relating to large restructuring expenditures in
the previous fiscal year. On the other hand, as a result of
concentrating investment expenditures in sectors with promising
growth potential and due to the sale of marketable securities,
cash flows from investing activities were 64.4 billion yen
(US$537 million), a dramatic decrease over last year's figure of
409.4 billion yen.
Thus, by holding cash flows from investing activities below the
level of cash flows from operating activities, the Company was
able to return free cash flow to a positive basis, recording
free cash flow of 53.3 billion yen (US$445 million), an
improvement of 156.2 billion yen over the previous fiscal year.
In regard to cash flows from financing activities, although the
Company issued 250 billion yen (US$2.0 billion) in convertible
bonds in May 2002, due to redemption of debentures and repayment
of other debts, there were negative cash flows of 67.2 billion
yen (US$560 million). As a result, the total of cash and cash
equivalents declined by 17.0 billion yen.
Financial Index
Due to the rapid deterioration of profitability following the
bursting of the IT bubble two years ago and the major
expenditures relating to accompanying restructuring measures,
Fujitsu's shareholders' equity ratio dropped well below the 20
percent level. Despite the sale of some assets and efforts to
improve efficiency, the Company was unable to reduce the ending
balance of interest bearing loans. Going forward, in addition to
continuing to ensure the restoration to profitability of its
core businesses, in order to bolster shareholders' equity it
will move quickly to implement measures to maximize effective
use of assets.
Due to cash outflows relating to restructuring expenditures from
the previous fiscal year being carried over, cash flows from
operating activities deteriorated significantly in FY2002. In
FY2003, the Company expects cash flows from operating activities
to have inflows of 320 billion yen. On this basis, the debt
repayment period and interest coverage ratio are expected to
improve compared to FY2001.
FY1998 FY1999 FY2000 FY2001
FY2002
Shareholders' Equity Ratio 21.5 percent 23.4 percent 23.4
percent 18.6 percent 16.6 percent
Shareholders' Equity
Ratio at Market Value 71.3 percent 123.2 percent 63.5
percent 43.8 percent 15.2 percent
Debt Repayment Period
(years) 4.8 yrs 3.6 yrs 2.7 yrs 5.7 yrs 15.0
yrs
Interest Coverage
Ratio 6.9 9.6 12.2 7.1 3.9
Notes:
1) Shareholders' equity ratio: shareholders' equity / total
assets
Shareholders' equity ratio at market value: total stock market
value / total assets
Debt repayment period: interest bearing loans / cash flows from
operating activities
Interest coverage ratio: cash flows from operating activities /
interest payments
2) All calculations based on consolidated financial figures.
3) Cash flow uses cash flows from operating activities. Interest
bearing loans subject to all liabilities listed in the balance
sheet that require payment of interest.
Note: All yen figures have been converted to U.S. dollars for
convenience only at a uniform rate of US$1 = 120 yen, the
closing exchange rate on March 31, 2003. The rate used for the
FY2001 financial results announcement (issued April 25, 2002)
was US$1 = 133 yen.
Earnings Projections for FY2003
Since the end of fiscal 2002, such developments as the war in
Iraq and concerns over the global spread of the SARS epidemic
have increased uncertainty regarding the future of the global
economy. In particular, there are questions about the post-Iraq
War consequences for the US economy, which plays a pivotal role
in the global economy. There is also concern about the stock
market slump, which is still showing the effects of the collapse
of the IT bubble, as well as weak consumer demand and poor
prospects for a sharp recovery in corporate IT investment.
Nevertheless, while the situation differs according to sector
and market, there are some encouraging signs pointing to a
recovery beginning to take shape from the middle of 2003. These
include the broad effects of the e-Japan initiative on IT
investment in Japan, the emergence of a new global market with
the rise of China, the strong global expansion of leading
corporations (including Japanese players), and more active
investment in mobile business by telecommunications carriers.
The business environment in which Fujitsu operates is expected
to remain difficult and uncertain in fiscal 2003. However, by
mobilizing its comprehensive range of capabilities --from
cutting-edge technologies to services -- the Company will
actively promote the expansion of broadband network
infrastructure and the growth of services and software as
drivers of the IT industry, making particular efforts to provia
the most efficient solutions to help customers cope with
deflationary pressures. As one of the few groups with the
ability to support customers worldwide in both hardware and
software, Fujitsu will redouble its efforts to deepen
relationships of trust with its entire range of customers.
Further, the Company will continue to aggressively carry out
measures to boost operational efficiency, reduce costs and
improve cost effectiveness, as well as to strengthen the global
competitiveness of its platform products and services in order
to secure the recovery of growth and profitability for its main
businesses.
Finally, in order to rapidly achieve a fundamental improvement
in its financial position that will enable it to strengthen
shareholders' equity, Fujitsu will accelerate measures to boost
the efficient use of the Company's assets.
Taking these factors into consideration, Fujitsu makes the
following projections at this time.
Fujitsu Limited Consolidated Earnings Forecast for Fiscal 2003
(Billion Yen)
Half Yr (Apr. 1 - Sep. 30) Full Yr (Apr. 1 - Mar. 31)
FY2002 FY2003 Change FY2002 FY2003
Change
Net Sales 2,105.3 2,150.0 -- 4,617.5 4,800.0 + 4
percent
Operating
Income (23.2) (20.0) -- 100.4 150.0 +49
percent
Net Income (147.4) (40.0) -- (122.0) 30.0 --
1st Qtr (Apr. 1 - Jun. 30) 2nd Qtr (Jul. 1 - Sep. 30)
FY2002 FY2003 Change FY2002 FY2003
Change
Net Sales 982.9 980.0 -- 1,167.3 1,170.0 --
Operating
Income (29.0) (35.0) -- 5.7 15.0 +159
percent
Net Income (56.4) (40.0) -- (91.0) 0 -
-
About Fujitsu Limited
Fujitsu is a leading provider of customer-focused IT and
communications solutions for the global marketplace. Pace-
setting technologies, high-reliability/performance computing and
telecommunications platforms, and a worldwide corps of systems
and services experts make Fujitsu uniquely positioned to unleash
the infinite possibilities of the broadband Internet to help its
customers succeed. Headquartered in Tokyo, Fujitsu Limited
(TSE:6702) reported consolidated revenues of 4.6 trillion yen
(about US $38 billion) for the fiscal year ended March 31, 2003.
For further information, please visit the Fujitsu Limited home
page at: www.fujitsu.com/
Contact:
Fujitsu Limited
Bob Pomeroy, Minoru Sekiguchi, Nancy Ikehara
pr@fujitsu.com
+81-3-3215-5259
JAPAN AIRLINES: Hikes Domestic Air Fares by 11% in July
-------------------------------------------------------
Japan Airlines System Corporation (JAL Group) will hike regular
domestic airfares of its group airlines by about 11 percent in
July as it has obtained approval from the Fair Trade Commission
(FTC), Kyodo News reports. JAL Group is the holding Company of
Japan Airlines (JAL) and Japan Air System (JAS).
KOBE STEEL: JCR Assigns BBB+ Rating
-----------------------------------
Japan Credit Rating Agency (JCR) has assigned a BBB+ rating to
the bonds of Kobe Steel.
RATIONALE:
Kobe Steel is estimated to have obtained a pretax profit before
extraordinary items of 30 billion yen for fiscal 2002 ending
March 31, 2003, turning around from the previous fiscal year.
Its earnings power is on the rise due primarily to improvement
in the steel business. Kobe Steel reduced the interest-bearing
debt to 970 billion yen as of the end of March 2003, using
operating cash flows and proceeds from sales of the assets. The
bond proceeds will be used for repayment of the borrowings.
Thus, the issue is not expected to have significant impact on
the capital structure.
TCR-AP reported that Kobe Steel posted a group net loss of 28.52
billion yen in 2002 ending March 31 from a profit of 6.50
billion yen the previous year. The Shinagawa-ku, Tokyo-based
steel maker attributed the poor earnings to a hefty
extraordinary loss resulting from appraisal losses on securities
holdings amid the stock market slump and charges to cover
shortages in reserves for retirement benefits.
Kobe Steel Limited www.kobelco.co.jp/index_e_wi.htm is one of
Japan's leading steel makers and producers of aluminum and
copper products. Other businesses include welding consumables,
infrastructure and plant engineering, machinery, and real
estate.
NIKKO CORDIAL: Narrows 2002 Net Loss to Y21.61B
-----------------------------------------------
Nikko Cordial Corporation stayed in the red for a second
straight year in 2002, because of appraisal losses on its
securities holdings, Kyodo News said on Friday. The holding
Company of Nikko Cordial Securities Inc and other financial
services firms booked a group net loss of 21.61 billion yen for
the fiscal year ended March 31, following a loss of 66.36
billion yen in the previous year.
TCR-AP reported that Nikko Cordial Corporation fell into the red
for the year ending March 31 due to a drop in brokerage and
underwriting commission fees resulting from a slump in stock
markets. The Company chalked up a group net loss of 36.36
billion yen ($286 million) in the three months ended March from
2.5 billion yen a year earlier.
SANYO ELECTRIC: Books Y72.82B Net Loss in 2002
----------------------------------------------
Sanyo Electric Co. sank into the red in fiscal 2002 ending in
March 31 because of appraisal losses on its stockholdings and
restructuring costs, according to Kyodo News on Friday. In a
consolidated earnings report compiled under the United States
accounting standards, the consumer electronics maker said it
posted a net loss of 72.82 billion yen in a reversal of a profit
of 1.73 billion yen the previous year.
TOSHIBA CORPORATION: Returns to Profit in The Year to March
-----------------------------------------------------------
Toshiba Corporation returned to the black in the year to March
with a net profit of 18.5 billion yen (US$154 million) for the
year ending March 31, versus a net loss of 254.02 billion yen a
year earlier, Channel News Asia reports. Strong demand for chips
used in digital cameras helped the Company in its turnaround.
Toshiba reported a consolidated net profit of 18.5 billion yen
(US$154 million) for the year ended March 31. That compared with
a net loss of 254.02 billion yen in the year-ago period.
=========
K O R E A
=========
CHOHUNG BANK: Shinhan Submits Results of Due Diligence
------------------------------------------------------
Shinhan Accounting Corporation has submitted the results of its
due diligence on Cho Hung Bank from the bank's sale procedures
since December 2002, Digital Chosun reported Friday. The
findings recommended that the per-share price of the bank be set
at about W5,700 at minimum, and at W6,800 at maximum. The
accounting firm is not related to Shinhan Financial Group, which
is the current preferred bidder for the bank.
The Korea Deposit Insurance Corp. (KDIC), the organization in
charge of selling off Cho Hung, said the higher per-share value
of Cho Hung, as suggested by Shinhan Accounting, was probably
because the new audit firm took into consideration a large-scale
write-off of Cho Hung's problem exposures at the end of last
year.
HYNIX SEMICONDUCTOR: Taiwan DRAM Makers Plan Legal Action
---------------------------------------------------------
Taiwanese DRAM maker Nanya Technologies is planning to take
legal action against Hynix Semiconductor Manufacturing, alleging
unfair government subsidies, Dow Jones reports. Other Taiwan
firms joining the effort include Mosel Vitelic Inc., Winbond
Electronics Corp. and Powerchip Semiconductor Corporation.
The move comes after the United States Department of Commerce
imposed a punitive 57 percent import duty on Hynix, charging
South Korea had unfairly subsidized imports of memory chips into
the United States. "We reached a consensus last night on filing
a complaint asking the Taiwan government to add a countervailing
tariff" to Korean memory chip imports, Nanya spokesman Charles
Kau said.
Hynix has denied those claims.
DebtTraders reports that Hyundai Semiconductor's 8.625 percent
bond due in 2007 (HYUS07KRA1) trades between 70 and 72.5 For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1
SK GLOBAL: Major Shareholder Opposes Financial Aid
--------------------------------------------------
Crest Securities, biggest shareholder of SK Corporation, opposed
SK Corp.'s financial aid to SK Global, the Maeil Business
Newspaper reports. The decision is expected to discourage
normalization efforts on SK Global which desperately needs
financial support from sister firms. Crest also requested SK
Corporation to improve its corporate governance and transparency
in a letter.
SK GLOBAL: Reveal W2.9Tr Bonds on Sales and Export Bills
--------------------------------------------------------
SK Global revealed bonds on sales and export bills amounting to
2.9 trillion won, on top of the head-office-guaranteed 2.4
trillion won in bonds, Digital Chosun reports, citing the 2002
audit report of the Company. The bank's overseas affiliates'
bonds on sales were worth 367.5 billion won, and the export
bills that have not been expired were worth 2.58 trillion won.
An unnamed creditor said that the insolvent overseas affiliates'
assets were recently estimated at 4 trillion won, and that
because the overseas affiliates had surely fallen into capital
encroachment, a considerable amount of the 2.94 trillion won had
to be added as an allowance for bad debts. Accounting experts
said that even if SK Global collects all its "healthy" assets,
it would still be 1.4 trillion won in debt.
===============
M A L A Y S I A
===============
AKTIF LIFESTYLE: Alternate Director Paw Choo's Term Ceased
----------------------------------------------------------
Aktif Lifestyle Corporation Bhd posted this Change in Boardroom
Notice:
Date of change : 25/04/2003
Type of change : Cessation
Designation : Alternate Director
Directorate : Executive
Name : Paw Swee Choo
Age : 53
Nationality : Malaysian
Qualifications : She is qualified with a degree in Business
Administration from the University of Singapore.
Working experience and occupation : She worked in the banking
industry for 12 years before joining the corporate sector. She
held senior positions in two public listed companies before
joining Metroplex Berhad in 1995. She is currently the Group
Finance Director of Metroplex Berhad Group.
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Direct Interest - 1,000 ordinary shares
On February 19, the Troubled Company Reporter - Asia Pacific
reported that the Company is still in negotiations with RHB Bank
Berhad and OCBC Bank (Malaysia) Berhad to restructure the
facilities in conjunction with a proposed scheme to regularize
its financial affairs.
CHASE PERDANA: Proposes Articles of Association Amendment
---------------------------------------------------------
The Board of Directors of Chase Perdana Berhad wishes to
announce that the Company is proposing to amend its Articles of
Association as follows:
"Article 156 to render it to be in accordance with any
existing Act in force relating to unclaimed dividends.
"Article 172 to enable service of notice to be deemed served
on the day the letter is posted." (Proposed Amendments)
The Proposed Amendments are subject to the approval of the
shareholders at the forthcoming Annual General Meeting of the
Company.
Details of the Proposed Amendments will be circulated in the
Annual Report 2002 in due course.
Early this month, the Troubled Company Reporter - Asia Pacific
provide an 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 at
http://bankrupt.com/misc/TCRAP_Chase0407.xls.
GENERAL LUMBER: KYWI Vendors Call Off ICPS Exemption
----------------------------------------------------
General Lumber Fabricators & Builders Bhd refers to the
announcement dated 4 April 2003 in relation to the Proposed
Restructuring Scheme.
The Securities Commission (SC) had, via its letter dated 3 April
2003, granted the exemption to the vendors of Kin Yip Wood
Industries Sdn Bhd (KYWI) (Vendors) pursuant to Practice Note
2.9.3 (PN 2.9.3) of the Malaysian Code on Take-Overs And
Mergers, 1998 (Code) from the obligation to undertake a
mandatory take-over offer for the remaining ordinary shares of
RM0.50 each in Maxtral Industry Berhad (MIB) (MIB Shares) not
already owned by them and parties acting in concert with them
after the completion of the proposed acquisition of KYWI
(Proposed Acquisition) in conjunction with the proposed
restructuring scheme of GLFB.
Further, the SC had also stated that it will only consider the
proposed exemption to the Vendors from the obligation to
undertake the mandatory offer pursuant to future conversion of
the irredeemable convertible preference shares of RM0.10 each
(ICPS) into MIB Shares (ICPS Exemption) by the Vendors and/or
parties acting in concert with them, upon fulfillment of certain
conditions as mentioned in the announcement dated 4 April 2003.
PM Securities Sdn Bhd (PM Securities), on behalf of the Company
wishes to announce that after considering the said conditions
imposed by the SC, the Vendors of KYWI had via a letter dated 23
April 2003 to PM Securities, informed that they have decided not
to proceed with the ICPS Exemption. Accordingly, the approvals
of the shareholders of GLFB and the SC in respect of the ICPS
Exemption will not be sought.
GULA PERAK: RAM Lowers Proposed RM288.82M RCSN to B2(s)
-------------------------------------------------------
Rating Agency Malaysia Berhad (RAM) has downgraded the enhanced
rating of Gula Perak Berhad's (Gula Perak) RM288.82 million
Redeemable Convertible Secured Notes (2003/2008) (RCSN), from
BB3(s) to B2(s). The credit enhancement reflects the underlying
securities pledged against Gula Perak's RCSN via the first legal
charge on Dynasty Hotel, Empress Hotel and its development land
bank. The market value (valuation of these assets were done
between 2000 and 2002) of the assets amounts to RM756.7 million.
As part of Gula Perak's proposed debt restructuring scheme,
proceeds from the RCSN will be used to repay the bulk of the
Group's existing borrowings of RM200.5 million.
In view of the delay in the completion of the restructuring
scheme, the Group's property development projects have been
deferred and interest charges have increased. We also do not
expect to see any significant improvement in Gula Perak's
financial profile upon the completion of its debt restructuring
exercise. Based on our analysis of its cash flow, external funds
will be required to ensure the timely repayment of Gula Perak's
future interest and principal repayments should the Group fail
to secure sufficient sales from its property development
activities.
Meanwhile, Gula Perak's hotels performed within our expectation
last year; both Dynasty Hotel and Empress Hotel recorded lower
respective average room rates (ARRs) of RM64.74 (2001: RM71.19)
and RM50.73 (2001: RM68.60) in 2002. While Dynasty Hotel's
average occupancy rate (AOR) remained at 51% in 2002, Empress
Hotel's increased from 28% to 46%. However, with the new hotels
coming on-stream and also the recent events that have threatened
tourist arrivals, we expect to see fierce competition amongst
hoteliers in the Klang Valley in their quest of higher occupancy
rates to reap economies of scale. In line with that, we
anticipate further pressure on the AORs and ARRs of Gula Perak's
hotels in the next 1-2 years.
Given the sluggish property market and the delay in the
completion of the Group's debt restructuring exercise, its
property division has been almost at a standstill in the past 2
years. Upon completion of the debt restructuring, management
plans to launch its industrial and mixed developments in Batang
Berjuntai, Kampung Jawa, Setapak and Cheras over the next few
years. In light of the lackluster property market, the Group may
not generate sufficient demand for its properties to adequately
cover the infrastructure cost in the initial years.
CONTACT INFORMATION: Lim Siew Ching
Tel: 03-7628 1773
E-mail: siewching@ram.com.my
INTAN UTILITIES: Discloses Borrowings in Default Summary
--------------------------------------------------------
Further to the announcements dated 27 March 2003 and pursuant to
Paragraphs 9.02 and 9.04 (1) of the Listing Requirements and
Practice Note No. 1/2001, the Board of Directors of Intan
Utilities Berhad wishes to announce the summary of the
borrowings in default and the steps taken to address the
defaults by IDS Electronics Sdn. Bhd. and IDS Technology Sdn
Bhd, 69% effectively-owned subsidiaries of Intan Utilities
Berhad. Details of which are at
http://bankrupt.com/misc/TCRAP_Intan0429.xls.
MBF CAPITAL: May 20 EGM Scheduled
---------------------------------
Notice is hereby given that an Extraordinary General Meeting of
MBf Capital Berhad (MBf Capital) will be held at Pahlawan 1,
Level 5, The Summit Hotel, Subang USJ, Persiaran Kewajipan USJ
1, 47600 Subang Jaya, Selangor Darul Ehsan, on Tuesday, 20 May
2003, immediately after the conclusion or adjournment of the
CCM, for the purpose of considering and, if thought fit, passing
the following resolutions:
SPECIAL RESOLUTION 1: Proposed Capital Reduction
ORDINARY RESOLUTION 1: Proposed Consolidation
ORDINARY RESOLUTION 2: Proposed Issuance Of Pusb Shares Pursuant
to the Proposed Subsidiary Debt
Restructuring and Proposed Debt
Settlement
ORDINARY RESOLUTION 3: Proposed Acquisition of Leisure Holidays
Berhad Group
ORDINARY RESOLUTION 4: Proposed Acquisition of Leisure Commerce
Square Sdn Bhd Group
ORDINARY RESOLUTION 5: Proposed Internal Reorganization
ORDINARY RESOLUTION 6: Proposed Liquidation/Disposal
ORDINARY RESOLUTION 7: Proposed Issue Of Redeemable Convertible
Secured Loan Stocks (RCSLS)
ORDINARY RESOLUTION 8: Proposed Employees' Share Option Scheme
ORDINARY RESOLUTION 10: Proposed 2.9.1 Exemption
ORDINARY RESOLUTION 11: Proposed Settlement of Mbf Holdings
Berhad's (Mbf-H) Scheme
MBF CAPITAL: Proposes MBf-H Scheme Settlement
---------------------------------------------
Alliance Merchant Bank Berhad (Alliance), on behalf of the Board
of Directors of MBf Capital Berhad, wishes to announce the
proposed settlement of debts owing to MBf Credit Limited, a
wholly-owned subsidiary company of MBf Leasing Sdn Bhd which in
turn is a wholly-owned subsidiary company of MBf Capital, by
MACC-H of RM499,739,000 as at 31 December 1999 pursuant to the
Proposed Settlement of MBf-H Scheme.
DETAILS OF THE PROPOSED SETTLEMENT OF MBf-H SCHEME
On 8 August 2000, MBf Credit received an Explanatory Statement
from MBf-H, detailing amongst others, the scheme of settlement
of MACC-H's debts owing to MBf Credit. The MACC-H scheme was
approved by its creditors and sanctioned by the High Court of
Hong Kong S.A.R. on 26 September 2000 and the MBf-H scheme of
arrangement was sanctioned by the Kuala Lumpur High Court on 17
April 2001.
As part of the MBf-H scheme of arrangement, MACC-H shall dispose
of its entire shareholding in MBf Carpenters Limited (MBf
Carpenters) comprising 480,000,000 ordinary shares of RM1.00
each, representing approximately 95.96% of the issued and paid-
up share capital of MBf Carpenters to MBf-H for a sale
consideration of Australian Dollar (AUD) 64,080,000 or AUD0.1335
per share to be satisfied as follows:
(i) issuance of new MBf-H Shares at an issue price of RM1.00
per share (MBf-H Shares) to MACC-H equivalent to the value of
AUD32,040,000. The new MBf-H Shares will be issued with free
warrants on the basis of two (2) warrants for every five (5) new
MBf-H Shares to be issued; and
(ii) the balance in Ringgit Malaysia (RM) equivalent to the
value of AUD32,040,000 shall remain as a debt owing from MBf-H
(MBf-H Debt) to MACC-H and will be issued with free warrants on
the basis of two (2) warrants for every RM5.00 MBf-H Debt.
Subsequently, MBf-H Debt owing from MBf-H to MACC-H will be sold
to a wholly-owned subsidiary company of MACC-H incorporated in
Hong Kong. In return, the subsidiary company will issue to MACC-
H, USD denominated redeemable convertible secured loan stocks
(RCSLS) equivalent to AUD32,040,000 nominal value of RCSLS
(RCSLS-A).
The disposal consideration for MBf Carpenters of AUD64,080,000
in RM terms shall be determined at the then prevailing exchange
rate of AUD:RM on completion date of MBf-H's restructuring
scheme, which has yet to be achieved. For the purpose of this
announcement, an assumed exchange rate of AUD1.00:RM1.9594 as at
31 March 2001 translates AUD64,080,000 into RM125,558,000 in RM
terms. Based on this, the sale consideration of AUD64,080,000 or
equivalent to RM125,558,000 in RM terms shall be satisfied as
follows:
(i) issuance of 62,779,000 new MBf-H Shares at an issue price
of RM1.00 per share to MACC-H. The new MBf-H Shares will be
issued with a total of 25,111,600 warrants on the basis of two
(2) warrants for every five (5) new MBf-H Shares to be issued;
and
(ii) the balance of RM62,779,000 (equivalent to United States
of America Dollars (USD) 16,520,789) shall remain as a debt
owing from MBf-H to MACC-H and will be issued with a total of
25,111,600 warrants on the basis of two (2) warrants for every
RM5.00 MBf-H Debt. Subsequently, MBf-H Debt owing from MBf-H to
MACC-H will be sold to a wholly-owned subsidiary company of
MACC-H incorporated in Hong Kong. In return, the subsidiary
company will issue to MACC-H, USD denominated RCSLS equivalent
to RM62,779,000 nominal value of RCSLS (RCSLS-A).
In the settlement scheme between MACC-H and its unsecured
creditors of RM639,394,000 as at 31 December 1999, which
includes MBf Credit, the new MBf-H Shares, warrants and RCSLS-A
to be received by MACC-H above shall be distributed ratably to
its unsecured creditors. Any debt remaining after the
distribution will be converted into new MBf-H Shares to be
compromised by MBf-H as guarantor.
Based on the debt owing by MACC-H to MBf Credit of RM499,739,000
as at 31 December 1999, the Proposed Settlement of MBf-H Scheme
is as follows:
(i) approximately 248,080,000 new ordinary shares in MBf-H at
an issue price of RM1.00 per share;
(ii) approximately 110,593,000 warrants in MBf-H; and
(iii) approximately USD7,474,000 (equivalent to RM28,402,000)
nominal amount of RCSLS-A.
The above MBf-H instruments to be received by MBf Credit will be
distributed directly to the unsecured creditors of MBf Capital
and will be used as part settlement of MBf Credit scheme.
The number of shares, warrants and RCSLS-A shown above are
estimated for illustration purposes. Upon implementation of the
MBf-H's scheme, based on an exchange rate of AUD1.00: RM2.2785
as at 31 March 2003 (effective date of MBf-H's scheme), the
actual number of MBf-H's securities to be issued to MBf Credit,
are detailed at http://bankrupt.com/misc/TCRAP_MBf0429.gif.
The new MBf-H Shares arising from the proposed MBf-H scheme
shall, upon issue and allotment, rank pari passu in all respects
with the new MBf-H Shares except that they will not be entitled
to any dividends, rights, allotments and/or any distributions,
the entitlement date of which is prior to the date of allotment
of the said new MBf-H Shares.
The approval of shareholders for the Proposed Settlement of MBf-
H Scheme is required pursuant to Part E of Chapter 10, Paragraph
10.08 of the Kuala Lumpur Stock Exchange (KLSE's) Listing
Requirements.
Dato' Loy Teik Ngan (Dato' Loy), is a Director of MBf Capital.
He is also a Director and shareholder of MBf-H (who owns
directly and indirectly 54,302,445 ordinary shares of RM1.00
each or 4.73% equity interest in MBf-H as at 31 March 2003).
Dato' Loy is therefore deemed interested in the Proposed
Settlement of MBf-H Scheme.
Tunku Dato Seri Iskandar bin Tunku Abdullah (Tunku Iskandar), is
a Director and shareholder of MBf Capital (who owns directly and
indirectly 9,166 ordinary shares of RM1.00 each or less than
0.001% equity interest in MBf Capital as at 31 March 2003). He
is also a Director of MBf-H and is therefore deemed interested
in the Proposed Settlement of MBf-H Scheme.
Terms of the MBf-H Shares
The new MBf-H Shares proposed to be issued shall be subject to
the following moratorium period:
(i) No disposal of the new MBf-H Shares shall be affected
within the first three (3) months following the issuance date;
(ii) Up to 25% of the new MBf-H Shares issued may be disposed
of between four (4) to six (6) months from the issuance date;
(iii) A further 25% of the new MBf-H Shares issued may be
disposed of between seven (7) to twelve (12) months from the
issuance date; and
(iv) A further 25% of the new MBf-H Shares issued may be
disposed of between thirteen (13) to eighteen (18) months from
the issuance date.
RATIONALE FOR THE PROPOSED SETTLEMENT OF MBf-H SCHEME
The Proposed Settlement of MBf-H Scheme will enable MBf Credit
to recover part of the indebtedness owing by MACC-H or
approximately 55% of the indebtedness. The MBf-H instruments to
be received by MBf Credit as part of the Proposed Settlement of
MBf-H Scheme will allow MBf Credit to propose a debt settlement
scheme with its lenders and resolve its debts obligation with
the lenders.
FINANCIAL EFFECTS
The financial effects on the share capital, earnings and NTA
would be as follows:
Share capital
The Proposed Settlement of MBf-H Scheme will not have any effect
on the share capital of MBf Capital as there is no issuance of
MBf Capital shares.
Earnings
The Proposed Settlement of MBf-H Scheme is not expected to have
any material effect on MBf Capital's earnings for the financial
year ending 31 December 2003 as the waiver of debts of RM358.45
million had been provided for in the financial statements of MBf
Capital in the previous years.
Net Tangible Assets
The Proposed Settlement of MBf-H Scheme is not expected to have
any material effect on the net tangible liabilities of MBf
Capital Group as the waiver of debts had been provide for in the
financial statements of MBf Capital in the previous years.
TIMEFRAME FOR COMPLETION
The Proposed Settlement of MBf-H Scheme is expected to be
completed in the second half of 2003.
CONDITION OF THE PROPOSED SETTLEMENT OF MBf-H SCHEME
The Proposed Settlement of MBf-H Scheme is conditional upon the
approval being obtained from the shareholders at an
Extraordinary General Meeting (EGM) to be convened.
INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
TO THEM
Dato' Loy, is a Director of MBf Capital. He is also a Director
and shareholder of MBf-H (who owns directly and indirectly
54,302,445 ordinary shares of RM1.00 each or 4.73% equity
interest in MBf-H as at 31 March 2003). Dato' Loy is therefore
deemed interested in the Proposed Settlement of MBf-H Scheme.
As such, Dato' Loy will abstain from voting, in respect of his
direct and indirect shareholdings in MBf Capital, if any, on the
resolutions pertaining to the Proposed Settlement of MBf-H
Scheme at an EGM to be convened. Dato' Loy has and will abstain
from all board deliberations pertaining to the Proposed
Settlement of MBf-H Scheme.
Tunku Iskandar, is a Director and shareholder of MBf Capital
(who owns directly and indirectly 9,166 ordinary shares of
RM1.00 each or less than 0.001% equity interest in MBf Capital
as at 31 March 2003). He is also a Director of MBf-H and is
therefore deemed interested in the Proposed Settlement of MBf-H
Scheme.
As such, Tunku Iskandar will abstain from voting, in respect of
his direct and indirect shareholdings in MBf Capital, if any, on
the resolutions pertaining to the Proposed Settlement of MBf-H
Scheme at an EGM to be convened. Tunku Iskandar has and will
abstain from all board deliberations pertaining to the Proposed
Settlement of MBf-H Scheme.
Save as disclosed above, none of the Directors and substantial
shareholders of MBf Capital and/or persons connected to them has
any interest, direct or indirect, in the Proposed Settlement of
MBf-H Scheme.
DIRECTORS' RECOMMENDATION
The Board of MBf Capital, after careful deliberation, is of the
opinion that the Proposed Settlement of MBf-H Scheme is in the
best interests of the Company and its shareholders.
With the exception of Dato' Loy and Tunku Iskandar, who are
interested in the Proposed Settlement of MBf-H Scheme, and have
refrained from making any recommendation in respect of this
issue, the Board of MBf Capital, after taking into consideration
all aspects of the Proposed Settlement of MBf-H Scheme is of the
opinion that the Proposed Settlement of MBf-H Scheme is fair and
reasonable and is in the best interest of the Company and its
shareholders and, therefore, recommend that you vote in favor of
the resolutions which will be tabled at an EGM to be convened,
to give effect to the Proposed Settlement of MBf-H Scheme.
INDEPENDENT ADVISER
As the Proposed Settlement of MBf-H Scheme is a related party
transaction and fall within the ambit of Chapter 10, Paragraph
10.08 of the Listing Requirement of KLSE, PM Securities Sdn Bhd,
an approved Universal Broker, has been appointed as the
Independent Adviser on 25 April 2003 to advise the independent
directors and minority shareholders of the Company.
MOCCIS TRADING: RAM Downgrades RM50M BaIDS to C1
------------------------------------------------
Moccis Trading Sdn Bhd's (MTSB) RM50 million Al Bai' Bithaman
Ajil Islamic Debt Securities (BaIDS) (1999/2004) has been
downgraded to C1 following the negative watch on its BBB3 rating
announced in November 2002. This rating action is due to MTSB's
continued inability to abide by the terms stipulated in the
legal documents for the BaIDS (original and supplemental
agreements).
Rating Agency Malaysia Berhad (RAM) understands that MTSB and
the sole BaIDS holder, ABRAR Discount Berhad (ABRAR Discount)
has again started discussions to further restructure the current
outstanding obligation. Although this can be construed as an
event of default under the Trust Deed, we note that neither the
Trustee nor ABRAR Discount has called on the default.
Nevertheless, we take a serious view of MTSB's continued
inability to honor its obligation under the terms of the BaIDS,
despite its stable business fundamentals.
RAM understands that MTSB is banking on its proposed asset
securitization exercise to partly fund the redemption of the
outstanding BaIDS. However, the proceeds from the exercise are
not expected to be available as early as June 2003. MTSB may
have other alternative refinancing plans, but details have not
been firmed up. MTSB's rating will continue to be on our Rating
Watch with a negative outlook.
CONTACT INFORMATION: Rafiz Azuan Abdullah
Telephone: 03 - 76281792
E-mail: rafiz@ram.com.my
PAN MALAYSIA: Pre-trial Management Hearing Set on Sept 11
---------------------------------------------------------
Reference is made to the announcements on 17 October 2001, 7
February 2002, 22 May 2002, 22 July 2002 and 22 November 2002
pertaining to the Kuala Lumpur High Court, Suit No. S5-22-832-
2001 between Mr Leong Kok Wah and PM Securities Sdn Bhd, a
99.99%-owned subsidiary of the Company.
Pan Malaysia Capital Berhad wishes to inform that the matter is
now fixed for Pre-trial Management on 11 September 2003.
Refer to the Troubled Company Reporter - Asia Pacific Friday,
October 19 2001, Vol. 4, No. 205 issue, for more information on
the above-mentioned material litigation.
PARIT PERAK: SC Grants Proposed Waiver Approval
-----------------------------------------------
On 18 November 2002, Alliance Merchant Bank Berhad (Alliance)
had on behalf of Parit Perak Holdings Berhad (Special
Administrators Appointed) announced that the Company had
formulated a plan to regularize its financial condition by
implementing certain proposals (Proposals) which include,
amongst others, the proposed acquisition of 100% equity interest
in Liqua Health Marketing (M) Sdn Bhd (Liqua) by Liqua Health
Corporation Sdn Bhd (formerly known as Joycity Holdings Sdn Bhd)
(LHCB) and proposed listing of and quotation for the entire
issued and paid-up share capital of LHCB on the Main Board of
the Kuala Lumpur Stock Exchange (KLSE) in place of PPHB.
On 19 November 2002, Alliance further announced that the
relevant applications have been made to the Securities
Commission (SC) and Foreign Investment Committee (FIC) for their
approval of the Proposals. It was respectively announced on 12
March 2003 and 6 January 2003 that the SC had given its approval
for the Proposals, with conditions attached, and that the FIC
had no objections to the Proposals, which collectively refers to
the following:
* Proposed PPHB Acquisition;
* Proposed Liqua Acquisition;
* Proposed Buyback;
* Proposed Put and Call;
* Proposed Restricted Offer for Sale;
* Proposed Debt Settlement;
* Proposed Disposal;
* Proposed Placement;
* Proposed Transfer of Listing Status; and
* Proposed Waiver
Alliance now wishes to announce that the SC had, via its letter
dated 22 April 2003 received by Alliance on 24 April 2003,
approved the proposed waiver under Practice Note 2.9.3 of the
Malaysian Code of Take-overs and Mergers, 1998 (Code) for the
vendors of Liqua (who are deemed to be persons acting in
concert) from the obligation of a mandatory general offer for
the remaining voting shares in LHCB which they do not already
own (Proposed Waiver) after the completion of the Proposed Liqua
Acquisition and Proposed Buyback.
The persons acting in concert under the Code for the above are
Liqua Health (M) Sdn Bhd, Align Matrix Sdn Bhd, Pangkal Melati
Sdn Bhd, Dato' Haji Mohd Sarit bin Haji Yusoh, Datin Dr Fadzilah
binti Muhammad Ali, Fei Chong Ming, Goh Bak Ming, Tong Chan Wah
@ Chan Wah, Franklin Delano Weatherly dan Patsy Marie Weatherly,
Chan Wan Cheong, Teh She Ling, Lim Paik Gaik, Lee Chai Hua, Mohd
Fadzil bin Mohd Ali, Muhammad bin Md Ali and Rafizah bte Abu
Hassan.
PARK MAY: Appoints Chong Fatt as Audit Committee Member
-------------------------------------------------------
Park May Berhad disclosed this Change in Audit Committee Notice:
Date of change : 23/04/2003
Type of change : Appointment
Designation : Member of Audit Committee
Directorate : Non Independent & Non Executive
Name : Chong Yoon Fatt
Age : 47
Nationality : Malaysian
Qualifications : Malaysian Institute of Accountants
Malaysian Institute of Certified Public Accountants
Chartered Institute of Management Accountants
Working experience and occupation:
1. United Engineers (Malaysia) Berhad (Current) - Director Group
Finance
2. Ernst & Young (1999-2001) - Senior Manager
3. SME Technologies(1993-1998)- Group Finance Manager
4. Sri Inderajaya (FE) Sdn Bhd (1991-1992) - General Manager -
Finance
5. Smith Nephew / Federal Industries Sdn Bhd (1991)- Group
Financial Controller
6. PETRONAS (MLNG and MTBE/PPM) (1982-1990) - Senior Accountant
7. Kassim, Chan & Co (1976-1981) - Audit Assistant/Audit Senior
Directorship of public companies (if any) :
1. Central Malaysian Assets Berhad
2. UE Management Services Berhad
Family relationship with any director and/or major shareholder
of the listed issuer : None
Details of any interest in the securities of the listed issuer
or its subsidiaries : None
Composition of Audit Committee (Name and Directorate of members
after change) :
1. Datuk Sulaiman bin Daud - Chairman
2. En. Zainal Abidin bin Jamal - Member
3. Mr Chong Yoon Fatt - Member
On January 13, the Troubled Company Reporter - Asia Pacific
reported the Rating Agency Malaysia Berhad (RAM) downgraded the
long- and short-term ratings of Park May Berhad's (PMB) RM120
million Commercial Paper/Medium-Term Notes Programmed
(2002/2007)
(CP/MTN), from BBB3 and P3 to BB3 and NP, respectively.
RAHMAN HYDRAULIC: Stay of Execution Hearing Postponed to July 9
---------------------------------------------------------------
Further to the announcement on 17 April 2003 in relation to the
Kuala Lumpur High Court Originating Summons No. D5-24-184-2002
Speed Operations Sdn. Bhd. & Anor v RHTB & 3 Ors.
Rahman Hydraulic Tin Berhad (Special Administrators Appointed)
wishes to announce that the Summons In Chambers for a stay of
the execution has been postponed to 9 July 2003.
Further developments will be announced in due course.
SATERAS RESOURCES: Winding Up Hearing Deferred to June 11
---------------------------------------------------------
Further to the announcements made on December 2002 in relation
to the Winding Up Petition served against Sateras Resources
(Malaysia) Berhad by AmBank Berhad (formerly known as Arab-
Malaysian Bank Berhad on December 16, 2002.
Sateras Resources (Malaysia) Berhad announced that the date of
hearing pertaining to a winding up petition has been postponed
from 14 May 2003 to 11 June 2003.
For details of this Winding Up Petition, refer the Troubled
Company Reporter - Asia Pacific Friday, December 27, 2002, Vol.
5, No. 255 issue.
SIN HENG: Obtains SC's Corporate Proposal Approval Letter
---------------------------------------------------------
Sin Heng Chan (Malaya) Berhad (Special Administrators Appointed)
refers to the announcements made on 31 December 2002, 3 January
2003, 31 January 2003 and 11 March 2003 in relation to the
Proposals, which comprises of Proposed Restructuring Scheme;
Proposed Employees' Share Option Scheme; and Proposed Share
Capital Increase.
On behalf of the Special Administrators of SHCM (SA), Southern
Investment Bank Berhad (SIBB) wishes to announce that the
Securities Commission (SC) had via its letter dated 22 April
2003, which was received on 24 April 2003, approved the appeal
by the Company on the condition imposed by the SC under
paragraph 7(ii) of the approval letter from SC dated 27 November
2002 (Condition 7(ii)).
Condition 7(ii) is in relation to a condition imposed by the SC
whereby SHCM is not allowed to implement any corporate proposal
which will change the percentage shareholding of ASIH in SHCM
prior to the conversion of the Irredeemable Convertible
Unsecured Loan Stocks (ICULS), exercise of the free detachable
warrants (Warrants) and the acquisition of ordinary shares of
RM1.00 each (Shares) in SHCM by ASIH, pursuant to the put and
call option agreement to be entered into between the trustee and
ASIH (Option Agreement), which will result in a mandatory offer
obligation on them.
However, the approval of the SC on Condition 7(ii) is subject
to, the corporate proposal, if implemented, will not increase
the equity interest to be held by ASIH in SHCM. If the corporate
proposal involves a proposed share buy-back, which will result
in a mandatory offer obligation by ASIH to acquire remaining
voting Shares in SHCM not already owned by ASIH, the application
for the exemption to ASIH from the said mandatory offer
obligation under Practice Note 2.9.10 of the Malaysian Code of
Take-overs and Mergers, 1998 (Code) has to be submitted to the
SC for its consideration if ASIH meets the requirement of
Practice Note 2.9.10 of the Code.
Nevertheless, the implementation of the proposed share buy-back
will not invalidate the exemption from mandatory offer
obligation, which will occur pursuant to the exercise of
Warrants and conversion of the ICULS in the future, which will
be considered by the SC as mentioned in its letter dated 27
December 2002.
On behalf of the SA, SIBB also wishes to announce that the SC
had via its letter dated 22 April 2003 rejected the appeal by
the Company to comply with the conditions imposed by the SC
under paragraph 7(i), (iii), (iv) and (v) of the letter from SC
dated 27 November 2002. The said conditions were announced on 3
January 2003.
SIBB is also required to highlight the decision of the SC in its
letter dated 22 April 2003 in the circular of the Company to be
circulated to the shareholders of the Company in relation to the
Proposals.
SRIWANI HOLDINGS: Changes Registered Address
--------------------------------------------
Sriwani Holdings Berhad posted this notice:
Change description : Registrar
Old address : Standard Chartered Bank Chambers, Beach
Street, 10300 Penang
New address : 7th Floor, Exchange Square, Bukit Kewangan,
50200 Kuala Lumpur
Name of Registrar : Malaysian Share Registration Services Sdn
Bhd
Telephone no : 03-20268099
Facsimile no : 03-20263736
Effective date : 25/04/2003
The Troubled Company Reporter - Asia Pacific reported mid-month
that Sriwani Holdings has obtained the approval of all the
financial institution lenders for an extension of time to 28
June 2003 for fulfillment of all condition precedents as
stipulated in the Debt Restructuring Agreement dated 28 June
2002.
=====================
P H I L I P P I N E S
=====================
NATIONAL BANK: Amends SEC Form 17-A
-----------------------------------
Philippine National Bank (PNB) furnished the Philippine Stock
Exchange a copy of its Amended Annual Report (SEC Form 17-A) for
the year ended December 31, 2002 with additional information on
Item 9. Directors and Executive Officers under F. Involvement in
Certain Legal Proceedings found on page 33 of the said report.
In addition, in reference to Circular for Brokers No. 1192-2003
dated April 22, 2003, the Bank, in a letter dated April 24,
2003, which the Exchange received on April 25, 2003, disclosed
that:
"In reference to the Definitive Information Statement of the
bank, specifically page 13 thereof under the caption
'Involvement in Certain Legal Proceedings', which we filed on
April 21, 2003, it was inadvertently indicated that the PNB
President, Mr. Lorenzo V. Tan, was involved in three cases.
Please be advised that Mr. Tan is involved in only two cases.
For a copy of the press release, please visit
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1280_PNB.pdf
NATIONAL BANK: In Tie-up Talks With Indonesian Bank
---------------------------------------------------
Philippine National Bank (PNB) is in talks with an Indonesian
bank for a possible remittance business tie-up in Hong Kong, the
BusinessWorld newspaper reported, quoting Chairman Francisco
Dizon. PNB also plans to sell some 3 billion pesos worth of
foreclosed assets this year. The name of the Indonesian bank was
not disclosed in the report.
Dizon added that several foreign investors, including Lehman
Brothers, Salomon Smith Barney, Credit Suisse and Goldman Sachs,
have expressed interest in the bank's idle assets.
NATIONAL POWER: Lowers Rating of Electricity Generation Firms
-------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its local
currency rating on National Power Corporation (Napocor) to 'BBB-
' and its foreign currency rating on the Company to 'BB'
following a recent change in the ratings on the Republic of the
Philippines (local currency rating, BBB/Stable/A-3; foreign
currency rating, BB/Stable/B).
At the same time, Standard & Poor's lowered its foreign currency
ratings on two independent power producers, Bauang Private Power
Corp. (Bauang) and CE Casecnan Water and Energy Co. Inc.
(Casecnan) to 'BB' from 'BB+'.
The outlooks on the ratings on Napocor, Bauang, and Casecnan
have all been revised to stable from negative, in line with that
on the sovereign.
The rating change on the sovereign reflects the government's
growing debt burden and fiscal rigidity. The stable outlook on
the rating reflects Standard & Poor's expectation that the
Philippine government will slowly stabilize the erosion of
public finances witnessed over the past few years.
NATIONAL STEEL: Gets Approval to Defer Payment of PhP2-B Debt
-------------------------------------------------------------
National Steel Corporation (NSC) has received an approval from
the Philippine government to defer payment of nearly two billion
pesos (US$37.73 million) in taxes and fees it owes to various
government agencies, the Business World reports, quoting Trade
and Industry Secretary Manuel A. Roxas II.
The biggest tax obligation of the steel Company is to the Bureau
of Customs, worth 808 million pesos. The NSC also owes the
Iligan local government some 681 million pesos in real property
taxes and 300 million pesos to the National Power Corporation.
NSC is also expected to have some 150 million pesos in
prospective transfer taxes because of the transfer of titles.
The steel firm closed its plants in Iligan City in Mindanao in
November 1999 following its sfailure to repay debts of about
PhP18 billion. This left the firm's 4,000- strong labor force
jobless.
=================
S I N G A P O R E
=================
ALLANDES CORPORATION: Appointments Judicial Managers
----------------------------------------------------
The Board of Directors of MediaStream Limited refers to the
announcement issued by the Company on 4 April 2003 wherein it
was stated that the hearing date for the judicial management
petition of Allandes Corporation Pte Ltd was scheduled for 25
April 2003.
The Directors wish to state that at the court hearing for the
judicial management petition of Allandes, the court granted an
order to place Allandes under judicial management and appointed
Mr Chee Yoh Chuang and Mr Lim Lee Meng as the judicial managers
of Allandes.
ALLIANCE TECHNOLOGY: Enters Agreement With Gallant Venture
----------------------------------------------------------
Alliance Technology and Development Limited, currently in
judicial management announced on April 17, 2003, that it
proposes to enter into schemes of arrangement in accordance with
section 210 (read with section 227X) of the Companies Act (Cap,
50) with its creditors and shareholders (the Schemes). In this
regard, the Company had on 16 April 2003 entered into a Scheme
of Arrangement Agreement with Gallant Ventures Pte, Ltd. (Newco)
and P.T. Herwido Rintis (the Investor). In addition, on the same
day, Newco entered into a Sale and Purchase Agreement with the
Investor for the acquisition (Acquisition) by Newco from the
Investor its 50 percent equity interest in P.T. Batamindo
Investment Kakrawala (Batamindo). The purchase consideration for
the Acquisition will be satisfied by the issue by Newco of new
ordinary shares of S$0.10 each in the capital of Newco at an
issue price of S$0.20 per share (the Newco Consideration
Shares), two percent fixed rate unsecured bonds due 2013 and one
percent fixed rate unsecured convertible bonds due 2013.
For more information, go to
http://bankrupt.com/misc/tcrap_alliance0428.pdf
CREATIVE TECHNOLOGY: Delisting From NASDAQ
------------------------------------------
Creative Technology Ltd on 29 January 2003 announced its
intention to initiate steps that can facilitate the elimination
of the Company's U.S. reporting requirements and the delisting
from the Nasdaq National Market (NASDAQ). This involved the
requirement to reduce the number of holders of its Ordinary
Shares resident in the U.S. to less than 300. Creative intends
to implement proposals to reduce the number of holders of
Creative's Ordinary Shares resident in the U.S., which include
the termination of the electronic transfer of Creative's
Ordinary Shares from the register of The Central Depository
(Pte) Limited CDP in Singapore to accounts with brokers located
in the U.S. (the Flow Back) Restriction.
Presently, Creative's Ordinary Shares can be moved between the
Singapore Exchange Securities Trading Limited SGX-ST and NASDAQ
by electronic transfers through CDP or, in the case of script-
based shares, the physical transfers of the shares. The Flow
Back Restriction will stop the electronic transfer of Creative's
Ordinary Shares from the register of the CDP in Singapore to
accounts with brokers located in the U.S. so that there will not
be an increase in the number of shares in the U.S. arising from
the electronic movement of shares from Singapore to the U.S.
This will ensure that the number of shares that may be
transferred from the U.S. to CDP can reduce the number of shares
in the U.S. However, the Flow Back Restriction does not prevent
the physical transfer of shares from Singapore to the U.S.
The Directors of the Company wish to inform all shareholders
that the Flow Back Restriction is expected to commence on 1 June
2003. With effect from the date that the Flow Back Restriction
is implemented, CDP will no longer accept any request for the
electronic transfer of Creative shares out of CDP. All
depository agents should also take note that cross border
arrangements for the transfer of Creative shares out of CDP will
no longer be permitted from such date.
Creative is currently unable to estimate the timing of the
proposed termination of its U.S. reporting obligations or the
delisting from NASDAQ. Appropriate announcements will be made in
due course.
NEPTUNE ORIENT: Posts Notice of Shareholder's Interest
------------------------------------------------------
Neptune Orient Lines Limited posted a notice of changes in
substantial shareholder Temasek Holdings Ltd.'s interests:
Date of notice to Company: 25 Apr 2003
Date of change of deemed interest: 23 Apr 2003
Name of registered holder: CDP: CREDIT AGRICOLE ASSET MANAGEMENT
SINGAPORE LIMITED
Circumstance(s) giving rise to the interest: Open market
purchase
Information relating to shares held in the name of the
registered holder:
No. of shares which are the subject of the transaction: 133,000
% of issued share capital: 0.01
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: S$1.168
No. of shares held before the transaction: 1
% of issued share capital:
No. of shares held after the transaction: 2
% of issued share capital:
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before the transaction: 4,010,304 383,465,362
% of issued share capital: 0.34 32.59
No. of shares held after the transaction: 4,143,304 383,465,362
% of issued share capital: 0.35 32.59
Total shares:
Note: Under "Shares held in the name of registered holder",
Temasek will revert with the figures for 1 & 2 when they are
available.
Based on NOL's paid up capital of 1,176,494,462 as at
21/04/2003.
===============
T H A I L A N D
===============
BANGCHAK PETROLEUM: Loss Prompts Dividend Cancellation
------------------------------------------------------
The Bangchak Petroleum Public Company Limited, in reference to
its 2003 General Shareholders' Meeting on Thursday, April 24,
2003 at the Meeting Room of Bangchak's Head Office, 210
Sukhumvit 64 Road, Phrakanong, Bangkok, informed the resolutions
of this meeting as follows:
1. Certify the minutes of the 2002 General Shareholders'
Meeting.
2. Acknowledge the Report on the Company's operating
performance in 2002.
3. Approve the Balance Sheets and the Statements of Income
for the year-ended December 31, 2002 and the Auditor's
report.
4. Approve that there should not be any payment of dividend
for the fiscal year 2002 as the Company had an accumulated
loss in retained earnings.
5. To Elect the following persons to be the Company's
Directors:
1. Mr. Prasert Bunsumpun
2. Mr. Sayan Satangmongkol
3. Mr. Narong Boonyasaquan
4. Mr. Chaianan Smutawanij
5. Mr. Thongpop Polchan
The first three Directors in the list are Directors who
retired upon the expiration of their terms of office and were
re-elected to continue another term. To complete the Board of
Directors' void, the rest two Directors were elected. As a
result, the Board of Directors will be composed of 11
Directors. In addition, the Shareholders' Meeting approves
the remuneration for the Directors at the rates that are in
accordance with those stipulated by the Cabinet for state
enterprises as in the past.
6. Appoint the Office of the Auditor General as the Company's
Auditor for the fiscal year 2003 by fixing the Auditor's
remuneration at the same rate (Baht 800,000 per year) as
last year.
CHRISTIANI & NIELSEN: Plan Consideration Hearing Moved to May 2
---------------------------------------------------------------
According to the order of the Central Bankruptcy Court for
Christiani & Nielsen (Thai) Public Company Limited to hear the
consideration of the Debt Restructuring Plan on April 24, 2003
at 10:00 in the morning.
CN Advisory Company Limited, as the Planner of Christiani &
Nielsen (Thai) Public Company Limited, informed that the
consideration by the Court is postponed to May 2, 2003 at 1:30
in the afternoon.
KRISDAMAHANAKORN PUBLIC: Posts SGM #1/03 Resolutions
----------------------------------------------------
Krisdamahanakorn Public Company Limited reported on the
resolutions made at a Shareholders' Ordinary Meeting (#1/2003)
held on April 23, 2003 at The Royal River Hotel, Bongkotrat A
Room, Soi Charansanitwong 66/1, Charansanitwong Rd., Bangplad,
Bangkok. The details of the resolutions are as follow:
1. To certify the minutes made at an ordinary shareholders'
meeting (# 1/2002 ) held on April 29, 2002.
2. To know the result of company's operation for 2002.
3. To know the progress of the debt restructuring plan.
4. To approve the balance sheets and profit and loss
statements which was audited by CPA for the year ended
December 31,2002, to omit the annual dividend payment for
the operation from January 1, 2002 to December 31, 2002.
5. To appoint Mr. Pipat Pusyanont (CPA No. 56) of Pipat &
Associated Company limited as the 2003 auditors and to
fix to fix the auditing fee for 2003 at the amount of
Bt750,000.
6. To re-appoint the directors whose term has ended, as
follows:
1. Mr. Tanade Singkalavanij
2. Miss Nutjarin Utaicharoenpong
3. Mr. Suriyan Satawatananont
The members of the new board of directors are:
1. ACM Prayad Didyasarin
2. Mr. Watcharakiti Watcharothai
3. Mr. Virat Aiew-aksorn
4. Mr. Meechai Ruchuphan
5. Mr. Puchchong Chandhanakij
6. Mrs. PranomSaengsuwanmaykha
7. Mr. Tanade Singkalavanij
8. Miss Nutjarin Utaicharoenpong
9. Mr. Suriyan Satawatananont
10. Mr. Ratchada Krisdathanont
11. Mr. Kitti Banjongrattanahgam
7. Consider allotment of Increased capital in convertible
preferred shares conversion to common share to THAI ASSET
MANAGEMENT COPORATION (TAMC) and KRUNG THAI BANK PUBLIC
COMPANY LIMITED(Extra Ordinary Meeting of Shareholder's
resolution 1/99).
MEDIA OF MEDIAS: Directors Resign in Rehab Plan Compliance
----------------------------------------------------------
Pursuant to the Amendment of the Business Rehabilitation Plan
approved by the Bankruptcy Court on April 21, 2003, in relation
to the Changes of Directorship:
K.Y.S. Holding Co., Ltd., as the Plan Administrator of Media of
Medias Company Limited, would like to inform of the resignation
of the following directors effective from April 21,2003 onwards:
Position
1. Mr. Pradit Rattanavichan Director and Chairman of the
Audit Committee
2. Mr. Usum Nimmanheminda Director and Member of the Audit
Committee
3. Ms. Pismai BoonyakiatPosition Director and Member of the
Audit Committee
TCJ ASIA: Issues Business Rehabilitation Schedule
-------------------------------------------------
TCJ Asia Public Company Limited reported on Business
Rehabilitation schedule as follows:
Item Date Management Procedure
1 24 Mar 03 Bankruptcy Court has given the order for a
Business Rehabilitation and appointed
"Ms. Srivilai Chatjuthamard" to be the
Planner.
2 21 Apr 03 At the Creditor's Meeting, the Legal
Advisor and the Financial Advisor has been
appointed to help the Creditors in
inspecting the application for repayment
debt as well as the Plan.
3 24 Apr 03 The Official Receiver will publish the
order for a Business Rehabilitation and
appoint the Planner in the Newspaper.
4 08 May 03 The Official Receiver will announce the
order for a Business Rehabilitation
and appoint the Planner in the
Government Gazette.
5 20 May 03 The Creditors will conclude the Plan given
by the Planner.
6 08 Jun 03 Due date for the creditors to submit the
Application for repayment debt.
7 22 Jun 03 Due date for any objections against the
Application for repayment debt.
8 Jul- 06 Aug 03 Join the meeting and consider the Plan
which was agreed from both the
Planner and the Creditors before
sending to the Official Receiver.
9 08 Aug 03 The Planner will send the Plan to the
Official Receiver to arrange the
Creditors' meeting for voting rights.
UNION MOSAIC: Omits Dividend Payment Due to Operations Loss
-----------------------------------------------------------
The Union Mosaic Industry Public Company Limited reported on the
resolutions made at a shareholders' ordinary meeting #1/2003
held on April 23,2003. The details of the resolution are as
follows:
1. To certify the minutes made at an ordinary shareholders'
meeting #1/2002 held on April 26,2002.
2. To approve the balance sheet and profit/loss account as of
December 31,2002 for period ended 2002.
3. To omit the annual dividend payment for the operation from
January 1,2002 to December 31,2002 because the operation
results are loss.
4. To re-appoint the directors whose tenure has ended.
- The directors whose tenure has ended are as follows:
1. Field Marshal Thanom Kittikachorn
2. Mrs. Nongnart Phenjati
3. Mr. Krisana Borvornluck
- The directors being re-appointed are as follows:
1. Field Marshal Thanom Kittikachorn
2. Mrs. Nongnart Phenjati
3. Mr. Suporn Prasasnvinijchai
5. To appoint the following person as auditors for 2003
period.
Name CPA No. Auditing Firm
Mr. Pichai Dachanapirom 2421 Dharmniti Auditing Co.,Ltd.
Mr. Jadesada Hungsapruck 3759 Dharmniti Auditing Co.,Ltd.
6. No other matters were presented to the meeting.
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.
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