/raid1/www/Hosts/bankrupt/TCRAP_Public/030508.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
Thursday, May 08 2003, Vol. 6, No. 90
Headlines
A U S T R A L I A
ADVANCED ENGINE: Issues Capital Raising Market Update
BEYOND INT'L: Enters Agreement to Sell Beyond Online Shares
BEYOND INTERNATIONAL: Unit Establishes US Production Base
KALREZ ENERGY: Issues Oseil Oilfield April Production Update
QANTAS AIRWAYS: Further Downgrades 2002/03 Profit Forecast
SOUTHERN CROSS: S&P Rates `BBB-'; Revises Outlook to Negative
TELEVISION & MEDIA: PBL Ups Relevant Interest
WESTERN METALS: Issues Incentive Options
WMC RESOURCE: S&P Rates Finance (USA) Notes 'BBB'
WOODSIDE PETROLEUM: To Reduce Operating Costs by A$250M
C H I N A & H O N G K O N G
ARCHITERIOR LIMITED: Winding Up Sought by Tang Cheuk
COMPASS PACIFIC: 2002 Operations Loss Ups to HK$58.971M
EZCOM HOLDINGS: Hires Agent for Odd Lot Trading Services
NAM FONG: Winding Up Petition Hearing Moved to June 2
SKYNET (INT'L): Updates Scheme, Restructuring Agreement Status
SOUNDWILL HOLDINGS: Hires Broker for Odd Lot Arrangement Service
WEALTHSHINE INDUSTRIAL: Winding Up Petition Pending
I N D O N E S I A
TEXMACO GROUP: IBRA Appoints Sucofindo as Cash Flow Supervisor
TEXMACO GROUP: IBRA to Sell Credit Assets
J A P A N
HUIS TEN: Tokyo Disneyland Operator Drops Out of Rescue Bid
JAPAN AIRLINES: Long-term 'BB' Rating on S&P's CreditWatch
NTT DOCOMO: Plans to Cut Rates for Fixed-to-Mobile Calls
SEIBU DEPARTMENT: Mizuho Executives to Manage New Holding Firm
TOKYO ELECTRIC: Worst Power Outage Since 1987 to Hit Capital
K O R E A
KOREA ELECTRIC: To Pass Up Powercomm Stake Sale Via Stock Market
* April Bankruptcies Shoot to 507 from 396 in March
M A L A Y S I A
ASSOCIATED KAOLIN: Moratorium Period Extended Until May 2004
AUTOWAYS HOLDINGS: Awaits Official Receiver's Plan Approval
C.I. HOLDINGS: CIE Defaults RM4.270M Service Payments
CSM CORPORATION: Obtains Court's Winding Up Order
DENKO INDUSTRIAL: SC Grants PCDRS Revision Approval
INNOVEST BERHAD: Clarifies Audited, Unaudited Results Variance
KRAMAT TIN: Continuing New Core Business Search
KUALA LUMPUR: Obtains SC's Nod on Revised Proposal
MBF CAPITAL: Explains More Than 10% Unaudited Results Deviation
NCK CORPORATION: Seeks Scheme Implementation Time Extension
PILECON ENGINEERING: TVSB 2002 Defaulted Loan Stands RM15.2M
PILECON ENGINEERING: Unit's Proposed Debt Scheme Approved
PLANTATION & DEVELOPMENT: May 29 31st AGM Scheduled
PLUS EXPRESSWAYS: First AGM Fixed on May 28
SRI HARTAMAS: Danaharta OKs Unit's Workout Proposal
TAP RESOURCES: ICULS Acceptance Form Dispatched
TIMBERMASTER INDUSTRIES: Justifies Financial Results Difference
P H I L I P P I N E S
MANILA ELECTRIC: Refund Order to Tip Q1 Results to Negative
MANILA ELECTRIC: Cuts CAPEX Allocation to PHP4.5 Bln This Year
NEGROS NAVIGATION: Expects Freight Business to Keep Growing
TOKYO ELECTRIC: One Nuclear Plant Allowed to Resume Operation
UNITED COCONUT: Govt Launches Audit Needed to Draft Rehab Plan
S I N G A P O R E
NEPTUNE ORIENT: To Hold Annual Shareholders Meeting May 28
T H A I L A N D
MEDIA OF MEDIAS: Planner Acquires Khao Kheow Shares
SINO-THAI RESOURCES: Increases Registered, Paid-Up Capital
TAI YO: Reorganization Petition Filed in Bankruptcy Court
- - - - - - - -
=================
A U S T R A L I A
=================
ADVANCED ENGINE: Issues Capital Raising Market Update
-----------------------------------------------------
The Directors of Advanced Engine Components Limited announce
that Commonwealth Equity, Ltd (CEL) have withdrawn from $9
million subscription of shares into the Company as announced to
the market on 15 January, and the Company has determined
to reserve its rights in relation to the withdrawal. The loan
facility provided by CEL continues and will expire on 31 May
2003.
The Board is discussing with interested parties alternative
fundraising opportunities Company.
BEYOND INT'L: Enters Agreement to Sell Beyond Online Shares
-----------------------------------------------------------
Beyond International Limited has entered into an Agreement
with Australian Assets Corporation Limited (ASX-AUA) to sell all
Beyond International's 4,300,000 ordinary shares in Beyond
Online Limited, at 9 cents each for a total of $387,000 subject
to the approval of Beyond Online shareholders. This price
represents a small premium over Beyond Online's estimated net
tangible assets of approximately 8.2 cents per share.
This sale follows the Company's announcement on 15th April 2003
that the shareholding in Beyond Online no longer had any
strategic significance for Beyond International. This investment
is fully tied to market value in the accounts of Beyond
International and will have no effect on the Company's result to
30th June 2003.
Wrights Investors' Service reports that a the end of 2002,
Beyond International Limited had negative working capital, as
current liabilities were A$47.26 million while total current
assets were only A$42.83 million. The company has paid no
dividends during the previous 2 fiscal years and reported losses
during the previous 12 months.
BEYOND INTERNATIONAL: Unit Establishes US Production Base
---------------------------------------------------------
Beyond International Limited's 100% owned television
production subsidiary, Beyond Productions Pty Ltd, has secured a
record level of production activity to be completed over the
2003/04 financial year.
The international demand for original programmers is continuing
to grow and as a result the company is establishing a production
base in Maryland USA to better serve its US customer base. This
production office will become operational by the end of May 2003
when the first series to be produced and managed from that
office will commence.
The majority of non-fiction programs will continue to be managed
and post-produced at Beyond's production facility in Sydney.
This facility will also house all Australian based head office
functions from the first of July 2003.
Beyond Productions currently has a total of approximately 132
hours of new non-fiction programming with budgets totaling
approximately $29,000,000 either in production or in advanced
pre-production. These programs have been commissioned by
offshore broadcasters and distributors and will be delivered
during the 2002/03 and 2003/04 financial years.
Beyond Productions also continues to produce the successful Hot
Property/Hot Auction series for the Seven Network and is
producing the Stories of the Stone Age mini-series for the ABC
in Australia.
This expansion in production activity will underpin the ongoing
profitability of the production business and add to the
catalogue of programs available for international sales by
Beyond Distribution Pty Limited.
Beyond International continues to produce all of its new drama
programming through joint venture arrangements, particularly the
recently renewed 51% owned Beyond Simpson Le Mesurier Pty
Limited (BSLM). BSLM is currently commissioned to produce
approximately $17,000,000 of new drama programming in the 2003
calender year. The company expects to announce the commissioning
of one new Australian drama series before the end of the current
financial year.
KALREZ ENERGY: Issues Oseil Oilfield April Production Update
------------------------------------------------------------
Kalrez Energy Limited is a 2.5% shareholder in the Seram Joint
Venture that operates the Oseil oilfield. The major shareholder,
and Operator of the JV, is KUFPEC (Indonesia) Limited with
97.5%.
Production from the Oseil oilfield commenced on December 30th
2002, with processing taking place through a Temporary
Production System (TPS) nominally rated to approximately 12,000
barrels per day throughput.
The TPS facility is a temporary process facility to be utilized
until the permanent facilities currently being installed are
completed. Current expectations are that the permanent
facilities will be available during May 2003.
REPORTING PERIOD FROM MIDNIGHT TO MIDNIGHT
31ST MARCH 2003 30TH APRIL 2003
Oil produced for the period 164,907 std barrels of oil
Average daily production for
the period 5,497 barrels of oil
Cumulative oil produced from
31/12/2002 892,761 barrels of oil
Oil sold during the period
(as reported in ASX Announcement
6/02/2003) 246,065 barrels of oil
Oil in stock 141,289 barrels of oil
The above represent total production from the Oseil oilfield as
reported by the Operator. Kalrez entitlement is 2.5% of this
production after deducting operating costs and Indonesian
government entitlements.
COMMENTS
Oseil field shut in for tanker change-out at 10:30 hours 6th
April 2003 and reopening commenced at 21:00 hours 8th April
2003.
On 29th April 2003, Oseil-2 shut in and diverted to new Field
Facility for commissioning. Commissioning of this facility
continues utilizing Oseil-2 production.
The Field Facility (FF) forms part of the Engineering
Procurement Installation & Commissioning Contract (EPIC). A
consortium of PT Istana Karna Karang Laut (IKL) and Daewoo
Corporation was awarded the contract on October 3rd 2000.
The Oseil Oil Field Development Phase 1 EPIC comprises the Field
Facility where all well flows are initially received, a pipeline
for transmission of the crude oil from the Field Facility to the
Main Production Facility (MPF) where the crude oil is processed
into Naptha and High Sulphur Fuel Oil (HSFO) and an export
facility for shipment of refined product.
The pipeline and export facility are complete and in use.
Commissioning of the MPF is expected to follow the commissioning
of the FF.
EPIC Lumpsum Price is US $ 68,500,000.00.
When commissioning of the FF is complete, the other two Oseil
wells (Oseil 1 & 4) will be trimmed to the new facility and the
TPS decommissioning will commence thereafter.
CONTACT INFORMATION: Mr Giuseppe (Joe) Mercorella
Adelaide Office
Ph: 08 8239 2666
Fax: 08 8239 1744
Email: kalrez@kalrez.com.au
QANTAS AIRWAYS: Further Downgrades 2002/03 Profit Forecast
----------------------------------------------------------
Qantas Airways Limited announced Wednesday that the continued
impact of the SARS virus across all sections of the aviation and
tourism industries has required Qantas to further downgrade its
profit forecast for the 2002/03 financial year.
The Chief Executive Officer of Qantas, Mr Geoff Dixon, said the
impact of SARS over recent weeks had affected all areas of the
airline.
"While our international and domestic airlines have been worst
hit, there has also been a flow through to all our subsidiaries,
including Qantas Flight Catering, Qantas Holidays and Australian
Airlines," he said.
Mr Dixon said load factors continued to fall and yields were
increasingly under pressure as airlines dropped fares to
stimulate demand.
"All international routes have been affected to some degree,
with key Qantas destinations of Hong Kong, Singapore and Japan
suffering the most. Our bookings to Hong Kong are down 64 per
cent and Japan bookings are down 30 per cent.
"We now only operate seven of the 30 services per week we
planned to operate to Hong Kong before the war in Iraq and the
outbreak of SARS.
"More recently, there has been a downturn of passenger bookings
from Continental Europe, particularly from France and Italy, by
about 45 per cent and 33 per cent respectively. Forward bookings
to the UK are down about 14 per cent.
"Fifteen per cent of the Qantas domestic business is made up of
visitors arriving on international services. The downturn in the
inbound market has severely affected this section of the market
and will have an impact on overall domestic profitability," he
said.
Mr Dixon said Qantas was reviewing, and would widen, the range
of initiatives it had put in place following the commencement of
the war in Iraq and the outbreak of SARS. These initiatives have
included:
* the use of accumulated leave to reduce staffing numbers by
the equivalent of 2,500 full time employees by 30 June 2003 and
by the equivalent of 1,000 employees between July and September
2003;
* a restructuring program involving 1,000 redundancies, 400
permanent positions eliminated through attrition and 300
permanent positions converted from full time to part time;
* a freeze on capital and discretionary expenditure.
Further initiatives will include:
* increased use of accumulated leave to reduce staffing
numbers;
* increased redundancies;
* expansion of the leave without pay program;
* increased use of part time workers;
* significant restructuring of work practices and activities;
and
* reduction of capital expenditure, including retirement of
some aircraft and deferral of delivery of new aircraft.
"While all capital expenditure is being reviewed, new product
and customer service initiatives that are proposed and underway
for both international and domestic operations will continue,"
Mr Dixon said.
"These are strategically important elements of our ongoing
business plan."
Mr Dixon said the aviation industry was going through the most
difficult period in its history. Following the consequences of
the events of 9/11, the war in Afghanistan and the threat of
terrorism, the lead-up to the war in Iraq caused a further
significant downturn in demand for airline travel.
"The outbreak of SARS, which was entirely unexpected, has
compounded the difficulties facing our industry, particularly in
this region."
Mr Dixon said that despite the current difficult environment
Qantas still remained a strong and viable carrier.
"The work undertaken over the past seven years has positioned
the company well," he said. "We have a healthy balance sheet
with more than $2.0 billion in cash and access to substantial
other sources of liquidity."
Mr Dixon said that Qantas would maintain the final dividend at 9
cents per share, providing a total dividend for the 2002/03 year
of 17 cents per share.
SOUTHERN CROSS: S&P Rates `BBB-'; Revises Outlook to Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services on Tuesday has affirmed the
corporate credit ratings on Southern Cross Airports Corp.
Holdings Ltd. (SCACH) at 'BBB-/A-3' and the senior debt rating
on Southern Cross Airports Corp. Pty. Ltd. (SCAC) at
'BBB'. At the same time, it changed the outlook on SCACH and the
outlook on the senior debt ratings of SCAC to negative from
stable.
SCACH's superior business profile reflects its ownership and
operation of Sydney's Kingsford Smith Airport (KSA), which is a
key gateway airport to Australia and a key regional hub for many
airlines. "Over the longer term, Sydney Airport's very strong
business profile is underpinned by robust demand that should
lead to improving cash flows and a stronger credit profile,"
said Colin Atkin, credit analyst, Corporate & Infrastructure
Finance Ratings group.
The outlook change, however, reflects the current and potential
impact on passenger traffic as a consequence of the Iraq
conflict, compounded by the global negative sentiment as a
consequence of the spread of Severe Acute Respiratory Syndrome
(SARS). "The negative outlook on the group's credit ratings
reflects the impact of these unusual events on the company since
privatization in June 2002, and the current uncertainty in
passenger numbers could result in a negative step change in the
cash flow profile from that envisaged at privatization," Mr.
Atkin added.
The assigned rating in June 2002 relied on the continued
recovery and future growth of passenger traffic and an
improvement in cash flows and debt servicing from that at
initial capitalization. At that time, there was little room for
underperformance in any key operating metric. A fine margin
above credit covenants leaves little room for underperformance
at the current rating level. Although material operating cost
and capital expenditure efficiencies have been affected, the
deterioration in the operating environment and the prospect of a
prolonged weakening of future cash flows will result in a higher
likelihood of a negative rating action in the near to medium
term.
If passenger traffic deteriorates further, or the cash flow
outlook does not recover to the profile previously anticipated,
the rating may be reviewed. The rating impact on the hybrid
capital issued at the holding company (FLIERS) could be quicker
and more pronounced due to their reliance on upstreaming of cash
from the operating company to meet distributions.
TELEVISION & MEDIA: PBL Ups Relevant Interest
---------------------------------------------
Publishing and Broadcasting Limited increased its relevant
interest in Television & Media Services Limited on 02/05/2003,
from 35,009,087 ordinary shares (19.26 percent) to 562,531,805
ordinary shares (76.24 percent).
On March 19, the Troubled Company Reporter - Asia Pacific
reported that Television & Media is now in the final stages of
its restructuring efforts. The company unveiled its
restructuring plan in October last year. The plan saw the
transfer of the cinema advertising business to creditors, namely
the cinema exhibitors Hoyts, Greater Union and Village in
exchange for the release of cinema rent payables (both current
and future liabilities). The move left the Company solely
focused on the global television business.
WESTERN METALS: Issues Incentive Options
----------------------------------------
Western Metals Limited disclosed its Appendix 3B Notice:
APPENDIX 3B
NEW ISSUE ANNOUNCEMENT
APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT
Information or documents not available now must be given to ASX
as soon as available. Information and documents given to ASX
become ASX's property and may be made public.
Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,
1/7/2000.
Name of Entity
Western Metals Limited
ABN
69 009 150 618
We (the entity) give ASX the following information.
PART 1 - ALL ISSUES
You must complete the relevant sections (attach sheets if
there is not enough space).
1. Class of securities issued Unlisted Employee Incentive
or to be issued Options
2. Number of securities issued 26,800,000 Options
or to be issued (if known)
or maximum number which
may be issued
3. Principal terms of the securities Unlisted Employee Incentive
(eg, if options, exercise price Options issued pursuant to the
and expiry date; if partly paid Western Metals Share Option
securities, the amount Plan (No 2) - copy attached.
outstanding and due dates for The options are subject to
payment; if convertible securities, certain Performance Criteria
the conversion price and dates as detailed in Annexure A and
for conversion) expire on 31/12/2007.
4. Do the securities rank equally The shares resulting from the
in all respects from the date exercise of options will rank
of allotment with an existing equally with existing fully
class of quoted securities paid shares
If the additional securities
do not rank equally, please
state:
* the date from which they do
* the extent to which they
participate for the next
dividend, (in the case of
a trust, distribution) or
interest payment
* the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
5. Issue price or consideration Nil
6. Purpose of the issue (if Issue of incentive options
issued as consideration for
the acquisition of assets,
clearly identify those
assets)
7. Dates of entering securities 01/05/2003
into uncertified holdings
or dispatch of certificates
NUMBER CLASS
8. Number and class of all 1,552,313,831 Fully paid shares
securities quoted on
ASX (including the
securities in clause
2 if applicable)
NUMBER CLASS
OPTIONS
9. Number and class of all 2,780,500 (30/06/2007)
securities not quoted 207,298,989 (15/11/2004)
on ASX (including the 5,000,000 (5c/30/11/2007)
securities in clause 2 5,000,000 (7c/30/11/2007)
if applicable) 5,000,000 (9c/30/11/2007)
13,400,000 (5c/31/12/2007)
13,400,000 (7c/31/12/2007)
10.Dividend policy (in the case The Company does not
of a trust, distribution anticipate paying a dividend
policy) on the increased in the next 2 years
capital (interests)
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
Items 11 to 33 are Not Applicable
PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for
quotation of securities
Items 34 to 37 are Not Applicable
Entities that have Ticked Box 34 (b)
Items 38 to 42 are Not Applicable
ALL ENTITIES
Fees
43. Payment method (tick one)
Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B is
given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been
arranged
Note: Arrangements can be made for employee incentive
schemes that involve frequent issues of securities.
QUOTATION AGREEMENT
1. Quotation of our additional securities is in ASX's absolute
discretion. ASX may quote the securities on any conditions it
decides.
2. We warrant the following to ASX.
* The issue of the securities to be quoted complies with
the complies with the law and is not for an illegal purpose.
* There is no reason why those securities should not be
granted quotation.
* An offer of the securities for sale within 12 months
after their issue will not require disclosure under section
707(3) or section 1012C(6) of the Corporations Act.
* Section 724 or section 1016E of the Corporations Act
does not apply to any applications received by us in relation to
any securities to be quoted and that no-one has any right to
return any securities to be quoted under sections 737, 738 or
1016F of the Corporations Act at the time that we request that
the securities be quoted.
* We warrant that if confirmation is required under
section 1017F of the Corporations Act in relation to the
securities to be quoted, it has been provided at the time that
we request that the securities be quoted.
* If we are a trust, we warrant that no person has the
right to return the securities to be quoted under section 1019B
of the Corporations Act at the time that we request that the
securities be quoted.
3. We will indemnify ASX to the fullest extent permitted by law
in respect of any claim, action or expense arising from or
connected with any breach of the warranties in this agreement.
4. We give ASX the information and documents required by this
form. If any information or document not available now, will
give it to ASX before quotation of the securities begins. We
acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and complete.
On March 14, the Troubled Company Reporter - Asia Pacific
reported that the Group finalized further financial
restructuring arrangements on January 7, 2003. The arrangements
included the provision of additional working capital facilities
of $US 5.95 Million and the conversion of an order financing
facility of $A 7.5 Million (drawn to $A 2 Million at 31 December
2002) into a revolving term facility. Standstill arrangements
with financiers were also extended until 30 June 2005 and debt
and interest payments have been rescheduled.
WMC RESOURCE: S&P Rates Finance (USA) Notes 'BBB'
-------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BBB' long-term
rating to WMC Finance (USA) Ltd.'s guaranteed US$500 million 10-
year note issue and US$200 million 30-year note issue. The
rating reflects the guarantee provided by the issuer's
parent company, WMC Resources Ltd. (BBB/Stable/A-2), and
subsidiary guarantees from WMC (Olympic Dam Corp) Pty Ltd. (not
rated) and WMC Fertilizers Pty Ltd. (not rated).
The notes will be unsecured obligations of WMC Finance (USA)
Ltd. and will rank equally with all other unsecured and
unsubordinated debt of WMC Finance (USA) Ltd. The guarantees
will be unsecured obligations of WMC Resources Ltd., WMC
(Olympic Dam Corp) Pty Ltd., and WMC Fertilizers Pty Ltd.,
respectively, and will rank equally with all other unsecured and
unsubordinated indebtedness of the guarantors. The proceeds from
the bond issue will be used to repay a US$500 million 364-day
term facility incurred in connection with the demerger of WMC
Resources Ltd., and Alumina Ltd. from WMC Ltd.
"The ratings on WMC Resources Ltd. reflect the company's
portfolio of low-cost operations, long-life assets, and product
and geographic diversity. WMC Resources is also expected to
maintain a moderately conservative financial profile. However,
the company remains subject to volatile metal prices, capital-
intensive operations, and single-site risks present at the
company's Olympic Dam copper operations, and the Queensland
fertilizer project," said Peter Stephens, Corporate &
Infrastructure Finance credit analyst.
According to Wrights Investors' Service, at the end of 2002, WMC
Resources Ltd had negative working capital, as current
liabilities were A$2.03 billion while total current assets were
only A$1.20 billion. It also reported that the company has paid
no dividends during the previous 2 fiscal years and reported
losses during the previous 12 months.
WOODSIDE PETROLEUM: To Reduce Operating Costs by A$250M
-------------------------------------------------------
Woodside Energy Ltd. plans reductions in total operating costs,
including expenditure managed on behalf of joint venturers,
rising to 20% per year by 2005 as a result of its Profitability
Enhancement Program.
Total net savings in operating expenditure, as compared to 2002,
are estimated at A$250 million between 2003 and 2005. This
result includes implementation costs of A$35 million over the
three years. About A$60 million of the total net savings in
operating costs is Woodside share in that period. The balance of
A$250 million will flow back to joint venturers as savings to
them through cost-sharing arrangements.
The program, instigated at the end of 2002, is part of
Woodside's business strategy of optimizing current production,
accelerating new projects and growing reserves through
exploration.
In addition to savings in operating expenditure, at least A$300
million in savings in capital and exploration costs have been
identified over the next three to four years. These savings will
be achieved through improved delivery of currently planned
project development and exploration activity. Between 40%-45% of
this, or between A$120 million and A$135 million, will flow
directly to Woodside.
Woodside's Director of the Profitability Enhancement Program,
Jack Hamilton, said the company aimed to achieve a 20-30%
improvement in efficiencies through working smarter with greater
cost discipline. Savings have been identified ranging from 10-
40% across different areas of the company's activities.
"The savings initiatives, some of which have been implemented,
include improving and simplifying business processes, an
organizational restructure, and new approaches to working," Dr
Hamilton said.
Examples include improved approaches to strategic procurement,
drilling and internal processes such as human resource
management.
About 300 jobs from current activities will be lost over the
next two years as a result of the program through natural
attrition, redundancies and re-deployment.
At the end of 2002, Woodside Petroleum Limited had negative
working capital, as current liabilities were A$618.18 million
while total current assets were only A$616.50 million, Wrights
Investors' Service reported. During the same 12 month period
ended 12/31/02, the Company reported losses of 0.14 per share.
================================
C H I N A & H O N G K O N G
================================
ARCHITERIOR LIMITED: Winding Up Sought by Tang Cheuk
----------------------------------------------------
Tang Cheuk Ki Keith is seeking the winding up of Architerior
Limited. The petition was filed on April 2, 2003 and will be
heard before the High Court of Hong Kong on May 28, 2003 at 9:30
in the morning.
Tang Cheuk holds its registered office at Room 905, Yue Wo
House, Yue Tin Court, Shatin, New Territories, Hong Kong.
COMPASS PACIFIC: 2002 Operations Loss Ups to HK$58.971M
-------------------------------------------------------
Compass Pacific Holdings Limited released a summary of its
results announcement:
(stock code: 01188 )
Year end date: 31/12/2002
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 15,445 14,263
Profit/(Loss) from Operations : (58,971) (35,346)
Finance cost : (66) (156)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (58,436) (35,110)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0462) (0.0278)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (58,436) (35,110)
Final Dividend : Nil Nil
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) Turnover
2 0 0 2 2 0 0 1
HK$'000 HK$'000
Turnover
Revenue from games, rides and other
amusement facilities 9,387 14,233
Sale of automobile axles 6,058 30
--------- --------
15,445 14,263
======= =======
(2) Loss per share
The calculation of loss per share is based on the loss
attributable to shareholders of HK$58,436,000 (2001 :
HK$35,110,000), divided by the weighted average number of
ordinary shares outstanding during the year of 1,263,634,000
shares (2001 : 1,263,634,000 shares).
No diluted loss per share is presented as the effect of the
assumed conversion of the potential ordinary shares outstanding
is anti-dilutive.
EZCOM HOLDINGS: Hires Agent for Odd Lot Trading Services
--------------------------------------------------------
Ezcom Holdings Limited notifies that in order to alleviate the
difficulties arising from the existence of odd lots of Adjusted
Shares, the Company will appoint Ping On Securities Limited to
match the sales and purchase of odd lots of the Adjusted Shares
on a best effort basis as a result of the Capital Restructuring
during the period from Wednesday, 7 May to Thursday, 29 May 2003
(both dates inclusive).
Holders of odd lots of the Adjusted Shares who wish to take
advantage of this arrangement may contact Mr. Chu Poy Ying of
Ping On Securities Limited at 4th Floor, Aon China Building, 29
Queen's Road Central, Central, Hong Kong (telephone number (852)
2524 4954) as soon as possible starting from Wednesday, 7 May
2003 to Thursday, 29 May 2003 (both dates inclusive).
Holders of odd lot Adjusted Shares should note that matching of
odd lots is not guaranteed and they are recommended to
consult their professional advisors if in doubt about the
aforementioned arrangement.
On January 27, the Troubled Company Reporter - Asia Pacific
reported that the Company is proposing a capital restructuring
and to make an open offer of shares to its shareholders, amongst
other things, which may involve a `whitewash waiver' application
under the Hong Kong code on Takeovers and Mergers.
NAM FONG: Winding Up Petition Hearing Moved to June 2
-----------------------------------------------------
Reference is made to Nam Fong International Holdings Limited's
announcements in relation to the Winding Up Petition (Petition)
against the Company as a guarantor for approximately HK$58.8
million and interest.
In the hearing held on May 5, 2003, the High Court has adjourned
the hearing of the Petition to June 2, 2003 (Adjourned Hearing)
to grant leave to the Company for negotiation a settlement
proposal with the Petitioner. The Company will request a
suspension of trading in its shares on the Hong Kong Stock
Exchange on June 2, 2003, pending for an announcement of the
outcome of the Adjourned Hearing unless the Petition is settled
prior to the said date. Further announcements will be made as
and when appropriate.
SKYNET (INT'L): Updates Scheme, Restructuring Agreement Status
--------------------------------------------------------------
The board of Directors of Skynet (International Group) Holdings
Limited proposes the Scheme and announces that the Restructuring
Agreements, the Subscription Agreement and the Disposal
Agreement were entered into on 5 March 2003 to effect the
following proposal:
The Scheme
(i) the establishment of Newco as the holding company of the
Company by way of the Scheme, the implementation of which will
entail an exchange of one Newco Share for every 40 Skynet Shares
(subject to such other ratio as may be agreed by the Company and
the Subscriber and approved by Skynet Shareholders provided that
the Subscriber will hold not less than 97% of the enlarged
issued share capital of Newco and the existing Skynet
Shareholders will hold approximately 3% of the enlarged issued
share capital of Newco upon completion of the Proposal);
(ii) the delisting of the Skynet Shares and the listing of
the Newco Shares on the Stock Exchange; The Subscription
Agreement
(iii) the conditional subscription of 4,000,000,000 Newco
Shares, at the subscription price of HK$0.01 per share
equivalent to the closing price of HK$0.01 per Skynet Share on 5
March 2003 (the last trading day before the suspension of
trading in the Skynet Shares), by the Subscriber (subject to
such other number of Newco Shares as may be agreed by the
Company and the Subscriber provided that the Subscriber will
hold not less than 97% of the enlarged issued share capital of
Newco upon completion of the Proposal);
(iv) the issue to the Subscriber of the Newco Notes in the
aggregate principal amount of HK$5 million which are convertible
into Newco Shares at the conversion price as set out in this
announcement;
The Restructuring Agreements
(v) the termination of the Lombard Prior Agreements and the
transfer of the Lombard Securities to Newco in consideration of
payment of HK$15 million by Newco to Lombard;
(vi) the termination of the Hidden Prior Agreements and the
transfer of the Hidden Securities to Newco in consideration of
payment of HK$15 million by Newco to Hidden; and
The Disposal Agreement
(vii) the disposal of 22,868,656 COA Shares, representing
approximately 27.50% of the issued share capital of COA as at
the date of the Disposal Agreement, at a price of approximately
HK$0.0733 per COA Share.
Effect of the Proposal
Upon completion of the Proposal but excluding the Newco Shares
to be issued upon the conversion of the Newco Notes, the
Subscriber and the existing Skynet Shareholders will hold not
less than 97% and approximately 3% of the enlarged issued share
capital of Newco respectively.
Upon completion of the Lombard Restructuring Agreement, Lombard
shall apply for withdrawal of the Petition as soon as
practicable.
Immediately before the completion of the Restructuring
Agreements, the effective interest in Skynet HK held by the
Company is approximately 68.93% (as a percentage of the
aggregate number of ordinary shares in Skynet HK and CP Shares
currently in issue). Upon completion of the Restructuring
Agreements, the effective interest in Skynet HK to be held by
Newco will be approximately 77.27% (as a percentage of the
aggregate number of ordinary shares in Skynet HK and CP Shares
currently in issue).
Upon completion of the Restructuring Agreements, a gain of
approximately HK$74.5 million will be recognized without taking
into account the estimated expenses in relation thereto and
based on the unaudited consolidated balance sheet of the Company
as at 30 September 2002.
Upon completion of the Disposal, a gain of approximately HK$1.7
million will be recognized without taking into account the
estimated expenses in relation to the Disposal.
Completion of the Proposal
Skynet Shareholders should note that completion of the Proposal
is subject to a number of conditions as set out in the sections
headed "Conditions to the Scheme", "Conditions to the
Subscription Agreement", "Conditions to the Restructuring
Agreements" and "Conditions to the Disposal Agreement",
including the compliance with Rule 2.10 of the Takeovers Code,
which may or may not be fulfilled.
The release of this announcement does not in any way imply that
the Proposal will be completed and implemented.
SOUNDWILL HOLDINGS: Hires Broker for Odd Lot Arrangement Service
----------------------------------------------------------------
Soundwill Holdings Limited informed that in order to alleviate
the difficulties arising from the existence of odd lots of
Reorganized Ordinary Shares, the Company has agreed to make
arrangements, during the period commencing from 4th April 2003
and ending on 15th May 2003, both dates inclusive, for a broker
to stand in the market to purchase and sell odd lots of
Reorganized Ordinary Shares at the relevant market price per
Reorganized Ordinary Share.
Christfund Securities Limited has been appointed as the broker
and has opened a securities trading account for this purpose.
Holders of odd lots of Reorganized Ordinary Shares who wish to
deal in odd lots of Reorganized Ordinary Shares are asked to
contact Christfund Securities Limited through their brokers
during the period commencing from 4th April 2003 and ending
on 15th May 2003.
For those holders of odd lots of Reorganized Ordinary
Shares with queries, they should contact Ms. Cynthia Tsang (tel:
2147-9898) of Christfund Securities Limited, Suite 2808-2811,
One International Finance Centre, 1 Harbour View Street,
Central, Hong Kong. Shareholders should note that successful
matching of the sale and purchase of odd lots of Reorganized
Ordinary Shares is not guaranteed.
WEALTHSHINE INDUSTRIAL: Winding Up Petition Pending
---------------------------------------------------
Wealthshine Industrial Limited is facing a winding up petition,
which is slated to be heard before the High Court of Hong Kong
on May 21, 2003 at 10:00 in the morning.
The petition was filed on March 28, 2003 by Ngai Hau Kwan of
Flat 7, 27/F., Yun Fung House, Ning Fung Court, Kwai Chung, New
Territories, Hong Kong.
=================
I N D O N E S I A
=================
TEXMACO GROUP: IBRA Appoints Sucofindo as Cash Flow Supervisor
--------------------------------------------------------------
The Oversight Committee of Indonesia Bank Restructuring Agency,
through Memo No. Mem-337/Sekr./OC/0503, recommended to the IBRA
Chairman Mohammad Syahrial that the Texmaco cash fund should be
prioritized to meet Shareholders Obligation Settlement (PKPS)
liabilities.
In view to that, IBRA should supervise the cash flow from
companies controlled by Texmaco Group. Therefore, the agency
will appoint PT Sucofindo Appraisal Utama, an independent
financial controller, to supervise and control the cash flow
from the operating companies.
The Oversight Committee of IBRA also recommended running a
thorough and in-depth examination on the Engineering Division
that would propose several options.
TEXMACO GROUP: IBRA to Sell Credit Assets
-----------------------------------------
Indonesia Bank Restructuring Agency (IBRA) is going to sell
Texmaco Group's credit assets in the first Strategic Assets
Sales Program (PPAS) scheduled on May 12, 2003, Bisnis Indonesia
reports, quoting IBRA Deputy Chairman for Credit Management
Assets, Mohammad Syahrial.
"We will sell Texmaco, but there will be some special strategies
to net buyers in PPAS," Syahrial said, declining to mention the
strategies, including to confirm the possibility to lower the
floor price of Texmaco's credit assets.
He stated that the former owners of the assets disposed in PPAS
were still not allowed to buy the assets. "The appointed
financial consultants will filter the bidders. There are two
phases, which are due diligence and the investigation on the
funds used."
Syahrial revealed IBRA had appointed three financial consultants
to deal with the four assets to be disposed in PPAS.
"The advisors for Bakrie Nirwana Resort, Rajawali III sugar
factory, and Texmaco and Chandra Asri, are publicly listed PT
Trimegah Securities, PT Danareksa Sekuritas, and PT Bahana
Securities, respectively."
=========
J A P A N
=========
HUIS TEN: Tokyo Disneyland Operator Drops Out of Rescue Bid
-----------------------------------------------------------
Chances that Oriental Land will rescue Huis Ten Bosch Co. are
now nil, according to Japan Today. Citing sources privy to the
matter, the paper says Oriental Land does not find the company
viable anymore.
Huis Ten operates a Dutch theme park in Sasebo, Nagasaki
Prefecture, while Oriental Land manages the Tokyo Disneyland and
Tokyo DisneySea theme parks.
JAPAN AIRLINES: Long-term 'BB' Rating on S&P's CreditWatch
----------------------------------------------------------
The "BB" long-term rating of Japan Airlines System Corp. is now
on Standard and Poor's CreditWatch with negative implications,
says Japan Today, adding that the placement is due to heightened
concerns over the performance of the group due to the outbreak
of severe acute respiratory syndrome (SARS).
NTT DOCOMO: Plans to Cut Rates for Fixed-to-Mobile Calls
--------------------------------------------------------
Leading Japanese mobile phone operator, NTT DoCoMo Inc., will
lower its rates for calls made from fixed-line telephones to
mobile phones to maintain its lead in the highly competitive
telephony industry.
According to Asahi Shimbun, the company is trying to beat local
fixed-line operators in setting competitive rates for this call
segment. Right now, only mobile phone operators have the right
to determine their own rates for calls from fixed-line carriers
to mobile phones. However, the government is expected to give
fixed-line carriers this prerogative soon.
The report says the company will lower its rate from 80 yen to
70 yen, the cheapest among mobile phone operators. This is
first time DoCoMo lowered its rate since December 2000.
Unnamed company insiders told the Asahi Shimbun DoCoMo is
confident favorable operating profit can sustain the company
despite the price cut. In addition, the increasing popularity
of mobile phones will keep the company afloat. The price cut
could be implemented as early as this summer, the paper says.
Last April, a research group under the Ministry of Public
Management, Home Affairs, Posts and Telecommunications compiled
a report that, according to the paper, supported the idea that
both fixed-line and mobile carriers should have the right to set
their own rates for the calls. Mobile phone carriers have long
been criticized for setting rates for fixed-line to cellphone
calls higher than, for example, mobile-to-mobile calls, the
paper says.
Fixed-line companies, such as Nippon Telegraph and Telephone
East Corp. and Nippon Telegraph and Telephone West Corp., have
said they will lower prices below the levels currently set by
mobile phone carriers. The paper says this could result in
subscribers choosing the fixed-line companies.
SEIBU DEPARTMENT: Mizuho Executives to Manage New Holding Firm
--------------------------------------------------------------
The new firm that will emerge from the merger of Seibu
Department Stores Ltd and Sogo Inc. will be manned by executive
directors from Mizuho Financial Group Inc., Japan Today said
Wednesday.
According to the report, Mizuho is believed to be behind this
arrangement, ostensibly to ensure that the two troubled
department stores will push through with the planned business
integration and get back on its foot as quickly as possible.
The structure of the new holding firm is expected to take shape
next month.
TOKYO ELECTRIC: Worst Power Outage Since 1987 to Hit Capital
------------------------------------------------------------
To minimize power outages during the summer, Tokyo Electric
Power Co., has decided to fire up its five thermal power station
in Yokosuka, pending resumption of its nuclear power plant
operations.
According to the Asahi Shimbun, the company will also harness
other thermal power stations, which have been mothballed since
the government shifted its energy sourcing policy from oil to
nuclear power. Still, many expect the shortages in the summer
of 1987 to recur.
Tokyo Electric estimates that electricity demand will peak at
64.5 million kilowatts this summer. The paper says without its
nuclear power plants, Tokyo Electric can only manage to generate
a maximum of 55 million kilowatts. Overall, the paper estimates
a shortfall of 7 million kilowatts even if other energy firms
offer supplemental power.
Already, many are now predicting a repeat of summer 1987, when
temperature rose sharply and electricity use for air
conditioners and other appliances soared. It eventually caused
a breakdown in the power supply network, leaving 2.8 million
households without power for three hours in Tokyo, Saitama,
Kanagawa, Yamanashi and Shizuoka prefectures.
The paper says concerns about a possible recurrence have led
many to call for the resumption of operations at nuclear power
reactors. All of the company's 17 nuclear power plants were
ordered closed a few months back after it was discovered that
the company had faked safety test results and attempted to
cover-up the mess.
=========
K O R E A
=========
KOREA ELECTRIC: To Pass Up Powercomm Stake Sale Via Stock Market
----------------------------------------------------------------
Restructuring energy firm, Korea Electric Power Corp., will opt
to sell its 33% stake in Powercomm Co via exchangeable bonds due
to the unfavorable condition of the stock market, Reuters said
yesterday.
The transaction will happen by the end of July, a company source
told the newswire. The bonds would be exchangeable with stocks
when Powercomm is listed in the future, the report adds.
The state-owned company has been cutting its holding in the
unlisted cable network unit in a bid to focus on its main
electricity business. It reportedly prefers foreign buyers.
KEPCO currently owns 43 percent of Powercomm.
* April Bankruptcies Shoot to 507 from 396 in March
---------------------------------------------------
The number of companies that went bust last month almost topped
the record set in January 2001, said Korea Herald yesterday,
citing the latest figures from the Bank of Korea.
The paper says 507 companies filed for bankruptcy in April, as
the domestic demand slumped and export activities continued to
be anemic. While this figure failed to match the 532 recorded
more than two years ago, it is a significant jump from 396 in
March this year.
The report says the latest surge in corporate failures is partly
attributable to the growing reluctance by banks to extend credit
to small- and medium-sized enterprises. The accounting
irregularity discovered at SK Global Co. also exacerbated the
negative credit risk perception.
===============
M A L A Y S I A
===============
ASSOCIATED KAOLIN: Moratorium Period Extended Until May 2004
------------------------------------------------------------
Associated Kaolin Industries Berhad (Special Administrators
Appointed) announced that Pengurusan Danaharta Nasional Berhad
had via their letter dated 22 April 2003 extended the moratorium
period, expiring on 2 May 2003, for a further twelve (12) months
from 3 May 2003 to 2 May 2004 pursuant to Section 41(3) of the
Pengurusan Danaharta Nasional Berhad Act 1998.
COMPANY PROFILE
The Company is undergoing a restructuring exercise to address
its current financial problems and Special Administrators (SA)
has been appointed to oversee the development of the
restructuring.
On 18 December 2000, pending finalization and approval of the
workout proposal, the SA entered into a MOU with Greatpac Sdn
Bhd (GSB) and Success Profile Sdn Bhd (SPSB), towards a capital
reconstruction and share exchange exercise, debt restructuring
and transfer of listing status to a newly incorporated company.
On 17 September 2001, Danaharta approved the workout proposal in
respect of the restructuring. The final proposal includes
termination of the Company's outstanding warrants 1996/2005,
acquisition of GSB and SPSB via share issuance of the newly
incorporated company, Greatpac Holdings Bhd (GHB) and capital
raising via rights issue and special Bumiputera issue. The
acquisitions will present the GHB Group a new core business,
namely the manufacturing of plastic and polyvinyl chloride
(PVC)-based products. The proposal was approved by the FIC and
MITI on 21 January 2002 and 20 February 2002 respectively. The
SC approved the proposal on 11 July 2002.
Meanwhile, the Company continues to produce and sell refined
kaolin processed at its factory in Tapah, Perak. Current
production capacity is 92,000 m/t. besides being sold locally,
AKIMA refined kaolin is exported to China, Singapore, Thailand,
Philippines, Vietnam, Myanmar, Taiwan, Japan, South Korea, Hong
Kong, Bangladesh, Sri Lanka, Pakistan, Mauritius, Kenya and New
Zealand.
CONTACT INFORMATION: 9A Persiaran Greentown 7
Greentown Business Centre
30450 Ipoh Perak
Tel : 05-255 5778
Fax : 05-255 5771
AUTOWAYS HOLDINGS: Awaits Official Receiver's Plan Approval
-----------------------------------------------------------
Reference is made to the announcement dated 2 April 2003,
reference no. CS-030402-7BE82.
In compliance with the directive from Kuala Lumpur Stock
Exchange (KLSE) and KLSE Listing Requirements, Autoways Holdings
Berhad (In Liquidation) wishes to announce that there is no
change to the status of AUTOWAY's plan to regularize its
financial condition.
AUTOWAY is still waiting for approval from Official
Assignee/Receiver to submit the said plan to the relevant
Authorities.
C.I. HOLDINGS: CIE Defaults RM4.270M Service Payments
-----------------------------------------------------
C.I. Holdings Berhad wishes to announce that its wholly owned
subsidiary, C.I. Enterprise Sdn Bhd (CIE) the beneficial owner
of 57,080,000 shares of RM1.00 each representing 29.32% (as at
31st December 2002) of the equity interest of KFC Holdings
(Malaysia) Bhd (KFC) has not paid, and, therefore deemed to have
defaulted in servicing interest totaling RM4,270,604.34 since
the first quarter of year 2003 on the RM198 million term loan
facility granted by Alliance Bank Malaysia Berhad (ABMB - TLF)
which is secured against 57,000,000 shares of RM1.00 each in
KFC.
On 20th December 2002 the Company had announced its Proposed
Corporate Restructuring (PCR) which inter-alia include the
disposal of 300,000 ordinary shares of RM1.00 each representing
the entire equity interest in CIE to QSR Brands Sdn Bhd
(Formerly known as Good Platform Sdn Bhd) for a cash
consideration of RM1.00 and the assumption of the corporate
guarantee for the ABMB - TLF given by the CIH to Alliance Bank
Malaysia Berhad.
On 26th March 2003 the Company has submitted the PCR to the
relevant authorities for approvals together with the consents
obtained from various parties including Alliance Bank Malaysia
Berhad. Upon completion of the PCR, the ABMB-TLF will be fully
settled.
CSM CORPORATION: Obtains Court's Winding Up Order
-------------------------------------------------
Further to the announcement dated 2 May 2003 pertaining to the
Winding-up Petition, the Board of Directors of CSM Corporation
Berhad, announced that on 5 May 2003 a Notice of Motion (Motion)
for an Erinford type injunction was filed via Court of Appeal,
Civil Appeal No. W-02-98-2003.
CSM has on Tuesday obtained an interim order from the Court of
Appeal which was recorded by consent of L'Grande Development
Sdn. Bhd. (L'Grande), that L'Grande refrains from advertising
and further prosecuting the winding-up petition against the
Company pending hearing and disposal of the Motion.
DENKO INDUSTRIAL: SC Grants PCDRS Revision Approval
---------------------------------------------------
Denko Industrial Corporation Berhad refers to the announcements
dated 30 December 2002 and 22 January 2003 in relation to the
Proposed Corporate and Debt Restructuring Scheme (PCDRS).
Public Merchant Bank Berhad (PMBB) had on behalf of Denko, on 22
January 2003, announced the abortment of the proposed
acquisition of Yame Food & Confectionery Sdn Bhd (Yame) and the
appeal on the condition imposed by Securities Commission (SC) as
stated in item (i) of the announcement dated 30 December 2002.
On behalf of Denko, PMBB wishes to announce that the SC had via
its letter dated 30 April 2003, which was received on 5 May
2003, approved the following:
(i) The revision to the PCDRS which involves the abortment of
the proposed acquisition of the entire equity interest in Yame,
comprising 992,000 ordinary shares of RM1.00 each from Chan Kok
Hui, Chung Hun Siang and Teh Teik Eng for a total purchase
consideration of RM9,333,000 to be satisfied by the issuance of
9,333,000 new ordinary shares of RM1.00 each in Denko at an
issue price of RM1.00 per share; and
(ii) In the event the audited profit after taxation (PAT) of
Winsheng Plastic Industry Sdn Bhd (Winsheng), Aliran Mujarab Sdn
Bhd (AMSB), Lean Teik Soon Sdn Bhd (LTSSB) and Eromax Industries
Sdn Bhd (Eromax) (collectively referred to as "Acquiree
Companies") for the financial year/period ended 31 March 2003 is
less than the PAT disclosed to the SC (PAT Shortfall), the
vendors of the Acquiree Companies must repay in cash the PAT
Shortfall to Denko within thirty (30) days after the accounts of
Winsheng, AMSB, LTSSB and Eromax are audited or upon the
completion of the PCDRS, whichever is later.
INNOVEST BERHAD: Clarifies Audited, Unaudited Results Variance
--------------------------------------------------------------
Innovest Berhad wishes to announce that there is a deviation of
more than 10% between the profit after tax and minority interest
of RM707,000 stated in the announced Fourth (4th ) Quarterly
Unaudited Results for the financial year ended 31 December 2002
and the loss after tax and minority interest of RM5,349,000 in
the Audited Accounts of the Group for the financial year ended
31 December 2002.
Pursuant to Chapter 9.19 (34) of the Listing Requirements of
KLSE, we append below reconciliation between the profit after
tax and minority interest stated in the announced unaudited
accounts and the loss after tax and minority interest in the
audited accounts:
Note RM'000 RM'000
Unaudited net profit after tax and minority interest
for the year ended 31 December 2002 as
announced on 28 February 2003 707
Add/(Less)
Increase in impairment losses on property, plant 1 (5,969)
and equipment
Minority interest 2 6
Other operating expenses undertaken up (93)
_______
Total Adjustments (6,056)
Audited net loss after tax and minority interest for _______
the year ended 31 December 2002 (5,349)
======
Note 1
Impairment losses are recognized on property, plant and
equipment of a subsidiary company. The property, plant and
equipment are written down to their expected recoverable amounts
based on the valuation conducted by the registered valuer on a
market value basis.
Note 2
A 90% subsidiary company was incorporated in Indonesia in year
2002. The accounts of this subsidiary were only consolidated in
the audited accounts based on the management accounts.
KRAMAT TIN: Continuing New Core Business Search
-----------------------------------------------
Pursuant to the announcement dated 21 April 2003, the Board of
Directors of Kramat Tin Dredging Berhad wishes to inform that
the Company is currently continuing its efforts in identifying a
suitable new core business, the implementation of which will
enable KTD to ensure a level of operations that is adequate to
warrant continued trading and/or listing on the Official List.
The Board of Directors of KTD also wishes to announce that the
Company has on 5 May 2003 submitted an application to the
Exchange for an extension of time of three (3) months from 5 May
2003 to 5 August 2003 to make the Requisite Announcement and is
presently awaiting the Kuala Lumpur Stock Exchange's response on
its application.
KUALA LUMPUR: Obtains SC's Nod on Revised Proposal
--------------------------------------------------
Kuala Lumpur Industries Holdings Berhad (Special Administrators
Appointed) refers to the announcements on 6 May 2002 and 24
March 2003 in relation to the Proposed Corporate and Debt
Restructuring Within the Framework of Pengurusan Danaharta
Nasional Berhad Act, 1998 (Proposal).
On 24 March 2003, Commerce International Merchant Bankers Berhad
(CIMB), on behalf of Equine Capital Berhad (ECB), had submitted
an application to the Foreign Investment Committee (FIC) to seek
an extension of the deadline to 30 June 2005 for ECB to increase
its Bumiputera equity to 30%.
CIMB is pleased to announce, on behalf of KLIH, that the FIC has
via its letter dated 30 April 2003 approved an extension of up
to two (2) years after the listing of ECB shares for the equity
condition to be met.
In addition, CIMB is also pleased to announce, on behalf of
KLIH, that the Securities Commission (SC) has via its letter
dated 5 May 2003 approved the revised proposal as announced on
24 March 2003.
The approval of the SC for the revised proposal is subject to
the following conditions:
(i) ECB is required to comply with the 25% public shareholding
spread requirement within six (6) months from the date of
listing of ECB;
(ii) KLIH/ECB are required to obtain all approvals of other
relevant regulatory authorities; and
(iii) KLIH/ECB are required to appoint an independent audit firm
(with relevant experience in investigative audits and which
shall not be the current auditors of the KLIH Group/ECB Group)
within two (2) months from the date of the SC's approval to
conduct an investigative audit on the previous losses of the
KLIH Group. KLIH/ECB are required to undertake all necessary
steps to recover the losses incurred. Based on the results of
the investigative audit, KLIH/ECB are to report to the relevant
authorities any violation of laws, regulations, guidelines and
the Memorandum and Articles of Association of KLIH by the Board
of Directors of KLIH and/or any other parties, which resulted in
the said losses. The investigative audit is to be completed
within six (6) months from the date of the appointment of the
independent audit firm and appropriate announcements are
required to be made on the findings of the investigative audit.
Two (2) copies of the investigative audit report have to be
forwarded to the SC upon completion.
MBF CAPITAL: Explains More Than 10% Unaudited Results Deviation
---------------------------------------------------------------
MBf Capital Berhad wishes to announce that there is a deviation
of more than 10% between the loss after tax and minority
interest of RM44,415,000 stated in the announced Fourth (4th)
Quarterly Unaudited Results for the financial year ended 31
December 2002 and the loss after tax and minority interest of
RM6,944,000 in the Audited Accounts of the Group for the
financial year ended 31 December 2002.
Pursuant to Chapter 9.19(34) of the Listing Requirements of
KLSE, the Company appended below a reconciliation between the
loss after tax and minority interest stated in the announced
unaudited accounts and the loss after tax and minority interest
in the audited accounts:
Note: RM'000
Unaudited net loss after tax and minority
interest for the year ended 31 December 2003 as
announced on 27 February 2003 (44,415)
Add/(Less)
1) Decrease in provision for doubtful debts
arising from the reassessment of provision
for doubtful debts of a subsidiary, MBf
Leasing Sdn Bhd, to be consistent with the
basis adopted in the prior year 48,324
2) Recognition of MBf Premier Bhd's
deficiency in net liabilities transferred to
an associated company (10,569)
3) Other operating expenses undertaken up (284)
----------
Total Adjustments 37,471
----------
Audited net loss after tax and minority
interest for the year ended 31 December 2002 (6,944)
NCK CORPORATION: Seeks Scheme Implementation Time Extension
-----------------------------------------------------------
On behalf of NCK Corporation Berhad (Special Administrators
Appointed), Alliance Merchant Bank Berhad (Alliance), wishes to
announce that Alliance has made an application to the Securities
Commission for an extension of time to implement the Proposed
Restructuring Scheme for a six (6)-month period to 14 November
2003.
For details on the Proposed Restructuring Scheme, refer to the
Troubled Company Reporter - Asia Pacific Tuesday, July 2,
2002, Vol. 5, No. 129 issue.
PILECON ENGINEERING: TVSB 2002 Defaulted Loan Stands RM15.2M
------------------------------------------------------------
Pilecon Engineering Berhad (PEB) wishes to announce that its
subsidiary, Transbay Ventures Sdn Bhd (TVSB), a 70% owned
subsidiary of Petmillion (M) Sdn Bhd which in turn is 21% and
50% held by Pilecon Realty Sdn Bhd and Johor Coastal Development
Sdn Bhd respectively, has defaulted in its principal and
interest servicing obligations amounting to RM15.2 million as at
31 December 2002 in respect of a term loan facility from a
financial institution. Pursuant thereto, PEB is pleased to
provide the following details, in compliance with Section 3.1 of
Practice Note 1/2001 of the Kuala Lumpur Stock Exchange Listing
Requirements.
Reason for Default in Interest
The continued adverse economic developments in the country which
arose from the second half of 1997 had adversely affected TVSB's
business and led to the decline in occupancy rate including
anchor tenant for its anchor units, and the decline in the
collection of rental, service charges, and outstanding proceeds
from sales units. These factors have created a significant
strain on TVSB's overall performance and financial resources,
thus affecting its ability to service its present debt
obligation.
Measures by TVSB to address the default in payments
On 5 May 2003, announcement has been made to the Kuala Lumpur
Stock Exchange that TVSB is proposing a debt-restructuring
scheme (the Proposed Scheme) to address the settlement of its
debts to the creditors via a formal scheme pursuant to section
176(10) of the Companies Act, 1965.
The Proposed Scheme involves two (2) classes of creditors as
follows:
- Scheme A - Secured creditor
- Scheme B - Unsecured creditors
Scheme A - Secured Creditor
Scheme A applies to Public Bank Berhad (PBB) only, a secured
creditor with outstanding loans.
The salient terms of Scheme A comprise of:
(i) Capitalization of Outstanding Interest
The outstanding interest of RM1.4 million shall be capitalized
to form the total loans amount to be rescheduled of RM15.2
million to be made. Interest shall be payable monthly in arrears
at an interest rate of BLR + 2.5% per annum.
(ii) Rescheduling of Term Loan
The repayment of the total outstanding amount of RM15.2 million
shall be rescheduled over a two (2) year period commencing from
the Implementation Date.
(iii) Sources of Repayment
The Term Loan will be repaid from the Asset Disposal Programmed
detailed below.
(iv) Security Arrangement
Properties
Pursuant to the Proposed Scheme, PBB will remain secured with a
first charge on the assets charged to them under the original
security documents.
Assignment of Rental Income
There would be no assignment of Rental Income to PBB.
(v) Property Agent
An independent property agent will be appointed to validate the
forced sale value of the Properties within one month from the
Implementation Date. The appointment of the property agent shall
be made with the concurrence of PBB.
(vi) Power of Attorney
At the end of a 24-month period from the Implementation Date,
should there be insufficient sale to fully repay PBB, there will
be a Power of Attorney issued to PBB empowering it to sell the
Properties at no lower than 70% of OMV.
Should there be sufficient sale within the 24-month period to
fully redeem PBB, PBB must be fully redeemed within 30 months
from the Implementation Date.
Scheme B - Unsecured Creditors
Scheme B applies to the third parties unsecured creditors and
related companies of TVSB who have advanced inter-company loans
to TVSB.
The salient terms of Scheme B comprise of:
(i) Source and Schedule of Repayment
The repayment of the total outstanding amount of RM51.0 million
shall commence after full settlement to PBB and is to be
distributed on a pro-rata basis among the unsecured creditors.
However, earlier repayment shall be made in the event that there
is excess fund available from the Asset Disposal Programmed
after full repayment to PBB and after covering operational
expenses.
(ii) Accrual and Capitalization Of Interest
Interest shall be accrued and capitalized at 5% per annum on all
outstanding balances.
Inter-conditionality of Schemes
Both Scheme A and Scheme B are inter-conditional on one another.
Where possible and legally permissible, the Directors of TVSB
will decide whether to proceed with the Proposed Scheme if
either one or the other Scheme fails.
Assets Disposal Programmed
TVSB has identified certain properties for disposal from Year
2003 to 2005 for the purpose of raising funds for repayment of
amounts outstanding.
The salient terms pertaining to the Assets Disposal Programmed
comprise of:
(i) For the disposal of the Properties, an independent real
estate agent and a professional valuer (Independent Agent) to be
mutually agreed by TVSB and PBB will be appointed with an
irrevocable mandate to carry out an independent valuation, to
seek purchasers for the Properties and to report on the status
of sale of properties to PBB.
(ii) The minimum value of the Properties for disposal will be
based on 80% of the OMV as ascribed by the Independent Property
Agent. Should TVSB receives an offer that matches the value
indicated, the Independent Agent will proceed with the sale of
the said Properties.
(iii) All the proceeds from the disposal of the assets shall
be utilized firstly to redeem PBB for repayment of the
outstanding amount pursuant to the PDRS but only after
commission has been paid to Property Agent.
(iv) In the event that the proceeds from the Assets Disposal
Programmed have fully repaid PBB pursuant to the Proposed
Scheme, the proceeds shall be applied towards payment of all
sums outstanding to the Scheme B creditors, which is to be
distributed on a pro-rata basis among the Scheme B creditors.
(v) In the event of a shortfall in the repayment of loans to
PBB in accordance with the PDRS at the end of the first two (2)
years from Implementation Date, TVSB will arrange for the
purchase of selected Properties by Pilecon Civil Works Sdn Bhd
in order to meet the shortfall.
(vi) At the end of a 24-month period from the Implementation
Date, should there be insufficient sale to fully repay PBB,
there will be a Power of Attorney issued to PBB empowering it to
sell the Properties at no lower than 70% of OMV.
Should there be sufficient sale within the 24-month period to
fully redeem PBB, PBB must be fully redeemed within 30 months
from the Implementation Date.
In the event the default in payment is in respect of payments
under a debenture, to specify whether the default will empower
the debenture holder to appoint a receiver or receiver and
manager. Not applicable.
PILECON ENGINEERING: Unit's Proposed Debt Scheme Approved
---------------------------------------------------------
Pilecon Engineering Berhad revealed that the Board of its
subsidiary, Transbay Ventures Sdn Bhd (TVSB), had approved a
proposed scheme of arrangement with its creditors (hereinafter
referred to as "the Proposed Scheme").
Order to convene a meeting pursuant to Section 176(1) of the
Companies Act, 1965
In order to facilitate the implementation of the Proposed
Scheme, TVSB has on 5 May 2003, obtained an order pursuant to
Section 176(1) of the Companies Act, 1965 (the Act) from the
Kuala Lumpur High Court to convene a meeting to be held in
respect of its creditors comprising secured and unsecured
creditors (hereinafter referred to as "the Creditors' Meeting")
for the purpose of considering and if thought fit, approving
with or without modification, the Proposed Scheme.
Restraining order pursuant to Section 176(10) of the Companies
Act, 1965
In conjunction with the order to convene the Creditors' Meeting,
the Kuala Lumpur High Court has also, pursuant to Section
176(10) of the Act, granted an order to restrain, for a period
of 90 days from 6 May 2003 (the Restraining Order) further
proceedings in any action or proceeding by any person thereby
affected, regardless that the person so affected is not a party
to the proceedings in respect of the Restraining Order or any
other related proceedings and has no notice of the proceedings
or of other related proceedings, including any winding-up,
execution and arbitration proceedings as well as any intended or
future proceedings against TVSB.
DETAILS OF THE PROPOSALS
The Main Objectives of the Proposed Scheme
The main objectives of the Proposed Scheme are:
(i) To restructure the loans of TVSB to enable it to operate
as a going concern by extending the repayment of the term loans
over a period of time to match the cashflow from the assets
disposal programmed;
(ii) To maintain the operations of TVSB in order to
regularize its interests payment and improve the recovery of
debts;
(iii) To undertake an orderly disposal of assets in order to
protect its value; and
(iv) To ensure that certain mechanisms are in place to enable
effective implementation of the Proposed Scheme.
Classes of Creditors
The Proposed Scheme involves two (2) classes of creditors of
TVSB as follows:
* Scheme A - Secured creditor
* Scheme B - Unsecured creditors
Scheme A - Secured Creditor
Scheme A applies to Public Bank Berhad (PBB) only, a secured
creditor with an outstanding loan inclusive of interest
amounting to RM15.2 million as at 31 December 2002.
The salient terms of Scheme A are as follows:
(i) Capitalization of Outstanding Interest
The outstanding interest of RM1.4 million shall be capitalized
to form the total loans amount to be rescheduled of RM15.2
million. Interest shall be payable monthly in arrears at an
interest rate of BLR + 2.5% per annum.
Any shortfall in interest payment will be made up by inter-
company advances to be provided to TVSB.
(ii) Rescheduling of Term Loan
The repayment of the total outstanding amount of RM15.2 million
shall be rescheduled over a two (2) year period commencing from
the Implementation Date.
(iii) Sources of Repayment
The Term Loan will be repaid from the Asset Disposal Programmed,
which is further detailed in Section 2.6 below.
There shall be no penalty for early repayment of loan arising
from asset disposal or funds from other sources.
(iv) Security Arrangement
Properties
Pursuant to the Proposed Scheme, PBB will remain secured with a
first charge on the assets charged to them under the original
security documents.
PBB shall covenant that they shall not enforce its security in
the Charged Properties unless a default occurs in the repayment
of loan or in the performance of its obligation pursuant to the
Proposed Scheme.
All charges over the Charged Properties shall be discharged upon
full payment to PBB.
Assignment of Rental Income
PBB was previously assigned the rental income from the unsold
units in the Complex. The current weak economic situation has
had an adverse effect on the collection in rental from tenanted
units as well as service charges from both the tenanted and sold
units. This has caused TVSB to be unable to cover its operating
expenses from sale of properties alone.
Due to this change in circumstances, it is not feasible for TVSB
to assign the rental income to PBB as the rental income is
needed to maintain the Complex and to run the operation of the
business.
(v) Property Agent
An independent property agent will be appointed to validate the
forced sale value of the Properties within one month from the
Implementation Date. The appointment of the property agent shall
be made with the concurrence of PBB.
TVSB shall give an irrevocable mandate to the property agent to
sell at no lower than the agreed forced sale value i.e. at 80%
of OMV* for two (2) years from Implementation Date.
(vi) Power of Attorney
At the end of a 24-month period from the Implementation Date,
should there be insufficient sale to fully repay PBB, there will
be a Power of Attorney issued to PBB empowering it to sell the
Properties at no lower than 70% of OMV.
Should there be sufficient sale within the 24-month period to
fully redeem PBB, PBB must be fully redeemed within 30 months
from the Implementation Date.
Scheme B - Unsecured Creditors
Scheme B applies to the third parties unsecured creditors and
related companies of TVSB who have advanced inter-company loans
to TVSB.
The salient terms of Scheme B are as follows:
(i) Source and Schedule of Repayment
The repayment of the total outstanding amount of RM51.0 million
shall commence after full settlement to PBB and is to be
distributed on a pro-rata basis among the unsecured creditors.
However, earlier repayment shall be made in the event that there
is excess fund available from the Asset Disposal Programmed
after full repayment to PBB and after covering operational
expenses.
The Scheme B creditors will also have the option to contra their
outstanding balances with the remaining units after full
settlement has been made to PBB.
(ii) Accrual and Capitalization Of Interest
Interest shall be accrued and capitalized at 5% per annum on all
outstanding balances.
Inter-Conditionality of Schemes
Both Scheme A and Scheme B are inter-conditional on one another.
Where possible and legally permissible, the Directors of TVSB
will decide whether to proceed with the Scheme of Arrangement if
either one or the other Scheme fails.
Assets Disposal Programmed
TVSB has identified certain properties for disposal from Year
2003 to 2005 for the purpose of raising funds for repayment of
amounts outstanding.
The salient terms pertaining to the Assets Disposal Programmed
are as follows:
(i) For the disposal of the Properties, an independent real
estate agent and a professional valuer (Independent Agent) to be
mutually agreed by TVSB and PBB will be appointed with an
irrevocable mandate to carry out an independent valuation, to
seek purchasers for the Properties and to report on the status
of sale of properties to PBB.
(ii) The minimum value of the Properties for disposal will be
based on 80% of the OMV as ascribed by the Independent Property
Agent. Should TVSB receives an offer that matches the value
indicated, the Independent Agent will proceed with the sale of
the said Properties.
(iii) All the proceeds from the disposal of the assets shall
be utilized firstly to redeem PBB for repayment of the
outstanding amount pursuant to the PDRS but only after
commission has been paid to Property Agent.
(iv) In the event that the proceeds from the Assets Disposal
Programmed have fully repaid PBB pursuant to the Proposed
Scheme, the proceeds shall be applied towards payment of all
sums outstanding to the Scheme B creditors, which is to be
distributed on a pro-rata basis among the Scheme B creditors.
(v) In the event of a shortfall in the repayment of loans to
PBB in accordance with the Proposed Scheme at the end of the
first two (2) years from Implementation Date, TVSB will arrange
for the purchase of selected Properties by Pilecon Civil Works
Sdn Bhd in order to meet the shortfall.
(vi) At the end of a 24-month period from the Implementation
Date, should there be insufficient sale to fully repay PBB,
there will be a Power of Attorney issued to PBB empowering it to
sell the Properties at no lower than 70% of OMV.
Should there be sufficient sale within the 24-month period to
fully redeem PBB, PBB must be fully redeemed within 30 months
from the Implementation Date.
RATIONALE FOR THE PROPOSED SCHEME
The main income generator in TVSB is the sale of its properties
and rental that it receives from the tenancy of the unsold units
of its 8-storey shopping complex known as Lot 1 JB Waterfront
City in Johor Bahru.
The Complex comprises 356 units of which may be divided into the
following types:
(i) units, which are already sold i.e privately, owned units;
(ii) units, which are, unsold i.e management units, which are
currently charged to PBB.
The construction of the Complex was completed in 1999 and the
Complex commenced operations in 2000.
The adverse economic developments in the country which arose
from the second half of 1997 had adversely affected TVSB's
business and led to the following:
(i) Decline in occupancy rate
At the commencement of business, the Complex recorded an
occupancy rate of about 70% out of the total units of 356.
However, based on the occupancy status as at end of January
2003, the total occupancy rate had dropped significantly to only
21%. Out of the 79 unsold management units, only 16 units have
been rented out, representing an occupancy rate of 20%.
As for the privately owned units, only 57 out of the 277 units
have been rented out, representing an occupancy rate of 21%. The
inability of TVSB to rent out its management units has resulted
in a decline in TVSB's income and cashflow positions.
(ii) No anchor tenant
TVSB has been unsuccessful in attracting an anchor tenant for
its anchor units. As mentioned in the foregoing section, the
economic crisis had adversely affected the retail business
including the occupancy rate of the Complex, resulting from the
Complex being unattractive to potential anchor tenants.
In addition, the inability of TVSB to secure an anchor tenant
does not serve to enhance the confidence level of other
retailers to operate their businesses in the Complex. This
inter-twined relationship among anchor tenants, retailers and
consumers has led to a poor performance of the Complex.
(iii) Decline in rental and service charges collection
The prevailing depressed property market and state of the
economy has seen a decline and poor performance in terms of the
collection of rental and service charges.
(iv) Outstanding proceeds from sales of units
As the retail business of the private owners has been adversely
affected by the economic downturn, the collection of proceeds
from sales of privately owned units has also declined. However,
the Company is currently undertaking legal actions against these
outstanding private owners.
These factors mentioned above have created a significant strain
on TVSB's overall performance and financial resources, thus
affecting its ability to service its present debt obligation.
TVSB would require some time to turn around the operation and
business of the Complex with a view to improve its occupancy
rate, and also to dispose its unsold management units.
Consequently, TVSB is taking pre-emptive steps to restructure
its debt obligations so that the existing and future debt and
interest obligations can be matched against future cashflows
from the rentals and service charges collected as well as an
orderly asset disposal programmed, thereby allowing TVSB to meet
its commitment to its creditors.
RISK FACTORS
Sources of Funds for Repayment
The PDRS involves the disposal of Properties to repay its debt.
The ability to generate funds to repay the lenders depends on
the ability to find buyers for its Properties at the projected
sale price, which will be affected by future political and
economic conditions in the country.
Cash Flow Forecast and Projections of TVSB
The cash flow forecast and projections of TVSB have been
prepared by the management based on assumptions that are subject
to uncertainties and contingencies, such as the Company's
ability to turn around the business of the Complex and future
economic conditions in the country. As a result of this, there
can be no assurance that the forecasts and projections will be
realized and this may adversely affect the PDRS.
FINANCIAL EFFECTS
Share Capital
There is no effect on the share capital of Pilecon Engineering
Berhad as the Proposed Scheme does not involve issuance of new
shares in Pilecon Engineering Berhad.
Substantial Shareholding
There is no change to the shareholding structure of TVSB and the
Pilecon Group.
Earnings
The Proposed Scheme is not expected to have any material effect
on the earnings of the Pilecon Group for the financial year
ending 31 December 2003.
APPROVALS REQUIRED
The Proposed Scheme is conditional upon approvals being obtained
from the creditors at the Creditors' Meeting as well as the
shareholders of TVSB at an Extraordinary General Meeting to be
convened.
DIRECTORS' RECOMMENDATION
The Directors of TVSB, after careful deliberation, are of the
opinion that the Proposed Scheme is in the best interests of
TVSB.
ADVISER
Ernst & Young Corporate Finance has been appointed the Financial
Adviser to TVSB for the Proposed Scheme.
PLANTATION & DEVELOPMENT: May 29 31st AGM Scheduled
---------------------------------------------------
Notice is hereby given that the 31st Annual General Meeting of
Plantation & Development (Malaysia) Berhad (Company No. 6357-V)
will be held at Daffodil Room, Level 6, Eden Garden Hotel,
Kompleks Bebas Cukai Johor Bahru, No. 88, Jalan Ibrahim Sultan,
Stulang Laut, 80300 Johor Bahru, Johor on Thursday, the 29th day
of May, 2003 at 11:30 a.m, for the following purposes:
1. To receive and adopt the Audited Financial Statements for
the financial year ended 31st December 2002 and the Reports of
the Directors and Auditors thereon.
2. To re-elect the following Directors retiring under Article
94 of the Company's Articles of Association:
i) Haji Ramli Bin Haji Salim
ii) Dato' Haji Abdul Rahim Bin Abu Bakar
3. To appoint Auditors and to authorize the Directors to fix
their remuneration.
The retiring Auditors have indicated their intention not to seek
re-appointment.
The Company has received a Notice of Nomination pursuant to
Section 172(11) of the Companies Act, 1965, a copy for the
nomination of Messrs Shamsir Jasani Grant Thornton who have give
its consent to act, for appointment as Auditors of the Company
in place of the retiring Auditors and of the intention to
propose the following Ordinary Resolution:
"That Messrs Shamsir Jasani Grant Thornton, be and is hereby
appointed as Auditors of the Company in place of the retiring
Auditors, Messrs Arthur Andersen & Co., to hold office until the
conclusion of the next Annual General Meeting at a remuneration
to be determined by the Directors."
4. As special business:
To consider and, if thought fit, pass with or without
modification, the following Ordinary Resolution:
"That pursuant to Section 132D of the Companies Act, 1965, the
Directors be and are hereby authorized to allot and issue shares
in the Company from time to time at such price, upon such terms
and conditions, for such purposes and to such person or persons
whomsoever as the Directors may deem fit provided that the
aggregate number of shares so issued pursuant to this resolution
in any one financial year does not exceed 10% of the issued
share capital of the Company for the time being and that such
authority shall continue in force until the conclusion of the
next Annual General Meeting of the Company."
5. To transact any other matter for which due notice shall have
been given in accordance with the Company's Articles of
Association and the Companies Act, 1965.
PLUS EXPRESSWAYS: First AGM Fixed on May 28
-------------------------------------------
Notice is hereby given that the First Annual General Meeting of
the Company will be held at Grand Nirwana Ballroom, Lower Lobby,
Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on
Wednesday, 28 May 2003 at 10:00 a.m. for the purpose of
transacting the following businesses:
AGENDA
As Ordinary Business
1. To receive the Audited Financial Statements for the period
ended 31 December 2002 together with the Reports of the
Directors and Auditors thereon. Resolution 1
2. To re-elect the following Directors retiring in accordance
with Article 76 of the Company's Articles of Association:
i. Tan Sri Dato' Mohd Sheriff Mohd Kassim Resolution 2
ii. Abdul Wahid Omar Resolution 3
3. To re-elect the following Directors retiring in accordance
with Article 83 of the Company's Articles of Association:
i. Dato' Idrose Mohamed Resolution 4
ii. Hassan Ja'afar Resolution 5
iii. Dato' Mohamed Azman Yahya Resolution 6
iv. Datuk K. Ravindran s/o C. Kutty Krishnan Resolution 7
v. Tan Sri Razali Ismail Resolution 8
vi. Geh Cheng Hooi Resolution 9
4. To consider and, if thought fit, to pass the following
resolution pursuant to Section 129 of the Companies Act, 1965:
"THAT YM Professor DiRaja Ungku Abdul Aziz Ungku Abdul Hamid,
who retires in accordance with Section 129(2) of the Companies
Act, 1965, be and is hereby re-appointed a Director of the
Company in accordance with Section 129(6) of the Companies Act
1965 to hold office until the next Annual General Meeting."
Resolution 10
5. To approve the Directors' remuneration. Resolution 11
6. To re-appoint Messrs Ernst & Young as Auditors and to
authorize the Directors to fix their remuneration. Resolution 12
As Special Business
To consider and, if thought fit, to pass the following as
ordinary resolutions:
Ordinary Resolution 1
7. PROPOSED AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D
OF THE COMPANIES ACT, 1965
"THAT pursuant to Section 132D of the Companies Act, 1965, the
Directors be and are hereby authorized to allot and issue shares
in the Company at any time and upon such terms and conditions
and for such purposes as the Directors may, in their absolute
discretion deem fit, provided that the aggregate number of
shares issued pursuant to this resolution does not exceed 10% of
the issued capital of the Company as at the date of this Annual
General Meeting (AGM) and that the Directors be and are also
empowered to obtain the approval for the listing of and
quotation for the additional shares so issued on the Kuala
Lumpur Stock Exchange and that such authority shall continue in
force until the conclusion of the next Annual General Meeting of
the Company." Resolution 13
Ordinary Resolution 2
8. PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
"THAT, pursuant to paragraph 10.09 of the Listing Requirements
of the Kuala Lumpur Stock Exchange, a mandate be and is hereby
granted to allow recurrent related party transactions of a
revenue or trading nature, which are necessary for the day-to-
day operations of the Company and/or its subsidiary, to be
entered into by the Company and/or its subsidiary provided such
transactions are in the ordinary course of business and are on
terms not more favorable to the related party than those
generally available to the public, particulars of which are set
out in Section 2.1 of the Circular to Shareholders of the
Company dated 6 May 2003, AND THAT such approval conferred by
the mandate shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (AGM)
of the Company following this AGM at which such mandate is
passed, at which time it will lapse, unless by a resolution
passed at such general meeting whereby the authority is renewed;
(b) the expiration of the period within which the next AGM of
the Company after that date is required to be held pursuant to
Section 143(1) of the Companies Act, 1965 (Act) (but shall not
extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
(c) revoked or varied by resolution passed by the
shareholders in a general meeting;
whichever is the earlier,
AND FURTHER THAT the Directors of the Company and/or any of them
be and are/is (as the case may be) hereby authorized to complete
and do all such acts and things (including executing such
documents under the common seal in accordance with the
provisions of the Articles of Association of the Company, as may
be required) to give effect to the Proposed Shareholders'
Mandate." Resolution 14
Ordinary Resolution 3
9. PROPOSED ISSUE OF ANNUAL REPORT IN CD-ROM FORMAT
"THAT subject to the compliance with the requirements of the
Kuala Lumpur Stock Exchange and any other relevant authorities,
if any, the Company be and is hereby authorized to issue its
Annual Report in CD-ROM Format for the financial year ending 31
December 2003, if the Company so wishes, and that the approval
given by the shareholders of the Company shall be subject to
renewal at the next Annual General Meeting." Resolution 15
10. To transact any other business for which due notice shall
have been given.
Wrights Investors' Service reports that as of December 2002, the
company's long-term debt was RM7.11 billion and total
liabilities were RM7.39 billion. The long-term debt to equity
ratio of the company is 2.82.
SRI HARTAMAS: Danaharta OKs Unit's Workout Proposal
---------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB) hereby
give notice that the Workout Proposal of Mawar Tiara Sdn Bhd (In
Provisional Liquidation), a wholly-owned subsidiary of SHB, was
approved in accordance with the Pengurusan Danaharta Nasional
Berhad Act 1998 (Danaharta Act) by Pengurusan Danaharta Nasional
Berhad (Danaharta) and the Secured Creditors of the Company on
14 December 2001 and 28 December 2001 respectively.
Subsequently, modifications were made to the Workout Proposal,
which have been approved by the Independent Advisors in
accordance to Section 48 of the Danaharta Act.
Pursuant to the said Modified Workout Proposal and following the
implementation of the proposed debt settlement, it was proposed
that the Company be liquidated.
Pursuant to section 28(2) of the Danaharta Act, the Oversight
Committee, on the recommendation of Danaharta, has approved the
release and discharge of the Special Administrators of the
Company with effect from 5 May 2003.
In view of the above, notice is hereby given that the Special
Administrators of the Company have been released from their
appointment and discharged of all duties and liabilities with
effect from 5 May 2003. The moratorium in respect of the Company
is terminated with effect from 5 May 2003.
Subsequently, the directors of the Company had on 6 May 2003
resolved:
* that the Company cannot by reason of its liabilities
continue its business and that it be wound up voluntarily;
* that pursuant to Section 255 of the Companies Act, 1965,
Gan Ah Tee and Ooi Woon Chee c/o KPMG Corporate Services Sdn
Bhd, 8th Floor, Wisma KPMG, Jalan Dungun, Damansara Heights,
50490 Kuala Lumpur, be and are hereby appointed jointly and/or
severally as Provisional Liquidators for the purpose of the
winding up; and
* that separate meeting of members and creditors of the
Company be convened on 28 May 2003 pursuant to Section 255(1)(b)
of the Companies Act, 1965.
TAP RESOURCES: ICULS Acceptance Form Dispatched
-----------------------------------------------
The Board of Directors of TAP Resources Berhad wishes to make
the following announcement in relation to the status of the
(Proposed Debt Restructuring, Proposed Profit Guarantee Waiver
and Proposed Renounceable Rights Issue (Proposals):
a) TAP had on 30 April 2003 dispatched the Prospectus
together with the Irredeemable Convertible Unsecured Loan Stocks
(ICULS) Acceptance Form in relation to the issuance of up to a
maximum of RM43,178,831 nominal value of 2% 3-year ICULS on the
basis of RM1.00 nominal value of ICULS for every RM1.00 nominal
value of debt owing to the Creditors as at the Cut-Off Date; and
b) TAP had on 8 April 2003 entered into a Trust Deed with
AmTrustee Berhad (formerly known as Arab-Malaysian Trustee
Berhad) (the Trustee) and Signet Share Registration Services Sdn
Bhd (the Paying Agent) in respect of the 2% 3-year ICULS to be
issued to the Creditors of TAP and its subsidiaries as
settlement of debts owing to the said Creditors pursuant to the
Proposed Debt Restructuring.
TIMBERMASTER INDUSTRIES: Justifies Financial Results Difference
---------------------------------------------------------------
Timbermaster Industries Berhad (Special Administrators
Appointed) refers to its audited consolidated financial results
and unaudited consolidated financial results for the financial
year ended 31 December 2002 announced on 30 March 2003.
The Company wishes to announce that the difference of
RM37,028,483 between the net loss after tax and minority
interest shown in the audited consolidated financial results for
the financial year ended 31 December 2002 of RM77,498,675 and
unaudited consolidated financial results for the financial year
ended 31 December 2002 of RM40,470,192 is mainly due to the
following:
* Under-provision of interest expense amounting to
RM7,227,164 in the unaudited consolidated financial results. In
the unaudited consolidated financial results, the interest
expense was estimated at RM26,521,072 for the financial year
ended 31 December 2002. This figure was subsequently changed to
RM33,748,236 in the audited consolidated financial results to
reflect the actual interest charged by the financial
institutions for the year ended 31 December 2002
* Property, plant and equipment impairment losses of
RM22,581,810 in the audited consolidated financial results due
to the write-down of the values of the property, plant and
equipment of TMIB's subsidiaries to their revalued figures
(based on valuations conducted by independent professional
valuers). The unaudited consolidated financial results did not
provide for property, plant and equipment impairment losses.
* Reduction of depreciation charges amounting to RM12,374,369
in the audited consolidated financial results in view that the
property, plant and equipment of TMIB's subsidiaries were
written down via the impairment losses.
* Net realization of reserves arising from the de-
consolidation of subsidiaries of RM19,604,617 in the audited
consolidated financial results. The unaudited consolidated
financial results did not cater for the de-consolidation of
subsidiaries. During the year, eight of TMIB's subsidiaries were
placed in liquidation and thus, TMIB no longer exercised control
over the financial and operating policies of these subsidiaries.
Consequently, the financial results of these subsidiaries were
de-consolidated from such dates they were respectively placed in
liquidation.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: Refund Order to Tip Q1 Results to Negative
-----------------------------------------------------------
Despite reporting a 9.3% improvement in sales volume for the
first quarter, Manila Electric Co. (Meralco) said Tuesday the
three-month figures would still be in red.
According to Dow Jones, the company plans to account on its
quarterly report the losses it will incur from a Supreme Court
ruling that ordered it to refund consumers some PHP28 billion in
excess charges.
Last year, the company had a net loss of PHP72.8 million due to
a 6.3% drop in sales volume and electricity losses on its
system. The utility firm also said electricity losses from its
system due either to pilferage or technical reasons improved to
11.2% in the three months to March from 13.2% a year earlier,
Dow Jones said.
The company said it is currently making adjustments to its final
first-quarter financial report, which was originally scheduled
for release May 2.
"This is to reflect the pending refund to customers as a
liability and to recognize losses as a result of the refund and
a rollback of rates," said Meralco in a disclosure to the stock
exchange recently.
For 2002, Meralco suffered a PHP2.01 billion net loss, which it
blamed on inability to raise rates, a decline in sales, and
provisioning for doubtful items, which excluded the refund. In
contrast, Meralco posted a net profit of PHP1.48 billion in
2001.
MANILA ELECTRIC: Cuts CAPEX Allocation to PHP4.5 Bln This Year
--------------------------------------------------------------
Despite a PHP30 billion refund order issued by the Supreme Court
recently, Manila Electric Co. is still earmarking PHP4.5 billion
for capital expenditures this year, says AFX News.
This figure is much lower, however, to last year's PHP6.5
billion, the newswire adds. First quarter capital spending will
amount to PHP1.43 billion, the company said.
"Despite the reduction in CAPEX, Meralco sees to it that
investments in the electric system are not affected," a company
briefing paper read.
As of end-2002, Meralco had short-term foreign debt of PHP4.7
billion and local debt of PHP1.9 billion, according to AFX News.
Long-term foreign debt currently stands at PHP23 billion and
local debt at PHP3.5 billion.
NEGROS NAVIGATION: Expects Freight Business to Keep Growing
-----------------------------------------------------------
Struggling shipping firm, Negros Navigation Co., is optimistic
it can keep the upward trend of its freight business despite the
three-month detention of one of its ships, the Manila Bulletin
said yesterday.
Since 2001, revenues from the freight business have been growing
42% a year, according to Negros Navigation Vice President Jose
Manuel Mapa. He adds this year will not be any different even
after customs authorities held one of its vessels on allegations
of rice smuggling.
Mr. Mapa expects freight revenues to increase to PHP1.25 billion
this year from PHP1.18 billion in 2002. The country's third
largest domestic shipping line, the company holds 13% of the
freight market.
TOKYO ELECTRIC: One Nuclear Plant Allowed to Resume Operation
-------------------------------------------------------------
A Japanese prefecture agreed yesterday to allow Tokyo Electric
Power Co. Inc. to resume operation of its No.6 nuclear reactor,
months after it was shut down due to the discovery that the
company had faked safety test results.
Reuters says authorities of Niigata Prefecture, northwest of
Tokyo, gave the go-ahead for the restarting of TEPCO's
Kashiwazaki Kariwa nuclear power plant. This plant generates
1.35 million kilowatt, the newswire says.
"We judged that it was appropriate to agree to the restart of
the No.6 unit, but only of the No.6 unit," a spokesman for the
prefecture told Reuters.
TEPCO could not confirm the development, as it had yet to
receive word from the prefecture as of press time, Reuters said.
Until recently, all of TEPCO's 17 nuclear reactors were ordered
closed by authorities to facilitate emergency checks. The
closure has raised fears of summer blackouts in Tokyo and the
surrounding area that TEPCO services. Nuclear power represents
44% of the company's generating capacity.
UNITED COCONUT: Govt Launches Audit Needed to Draft Rehab Plan
--------------------------------------------------------------
Finance Secretary Jose Isidro Camacho admitted recently the
national government has hired an accounting firm to conduct due
diligence on United Coconut Planters Bank in preparation for its
rehabilitation.
He declined to identify the accounting firm, according to
BusinessWorld, but he said it's not the SGV, the country's
leading accountancy practice.
"It's not SGV, because they are the existing consultants (for
the rehabilitation of the bank)," he told BusinessWorld.
"This is in relation to the financial assistance program that is
being worked out for the bank," said Mr. Camacho when asked why
the appointment of the accounting firm.
He said one of the options being considered for the
rehabilitation of UCPB is for the Philippine Deposit Insurance
Corp. to buy PHP20 billion worth of the bank's bad assets. He
declined to elaborate on the other options that the government
is studying to keep the bank afloat, the paper said. He also
did not say when the due diligence audit would be completed.
"We want to address it as soon as possible. Obviously, if we
want to be of assistance, the sooner we complete this, the
better," he said.
The rehabilitation of the bank has been stalled by the long-
standing legal dispute over the ownership of so-called "coco
levy" funds used to purchase stakes in the bank and other
holdings in various companies.
"Central to the coconut levy issue is the ownership of a 27%
stake in San Miguel Corp., which is valued at PHP50 billion. Of
the 27% stake, UCPB effectively owns 2.98%," BusinessWorld says.
Many believe the stake in San Miguel was bought using the levy,
which was collected from coconut farmers during the time of the
late President Ferdinand E. Marcos. The SMC shares are under
the ownership of 14 holding companies that are in turn owned by
coconut oil mills, the paper says. The oil mills are owned by
the Coconut Industry Investment Fund, a company linked to Marcos
cronies.
=================
S I N G A P O R E
=================
NEPTUNE ORIENT: To Hold Annual Shareholders Meeting May 28
----------------------------------------------------------
Following is our Notice of Annual General Meeting, which was
published in the Straits Times on Monday, May 5, 2003.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 34th Annual General Meeting of
the Company will be held at the Lecture Theatre, 4th Storey, NOL
Building, 456 Alexandra Road, Singapore 119962, on Wednesday, 28
May 2003 at 11.00 a.m., to transact the following businesses:
ORDINARY BUSINESS
1. To receive and adopt the Directors' Report and Accounts for
the year ended 31 December 2002 and the Auditors' Report
thereon. Resolution 1
2. To approve Directors' Emoluments of S$519,519 pursuant to
Resolution 2 Section 169 of the Companies Act, Cap 50 (FY2001:
S$501,284)
3. To re-elect the following Directors pursuant to:
Article 99 of the Company's Articles of Association:
(Directors due to retire by rotation and are eligible for re-
election)
(a) Mr Robert Chua Teck Chew [See Explanatory Note (i)]
Resolution 3
(b) Mr Dirk Goedhart [See Explanatory Note (i)] Resolution 4
(c) Dr Friedbert Malt [See Explanatory Note (i)] Resolution 5
Article 102 of the Company's Articles of Association:
(Directors appointed to fill casual vacancy and/or were added to
the Board after last AGM, and are eligible for re-election)
(d) Mr Lock Sai Hung [See Explanatory Note (i)] Resolution 6
(e) Mr Yasumasa Mizushima Resolution 7
(f) Mr Timothy James Rhein Resolution 8
(g) Mr James Connal Scotland Rankin [See Explanatory Note (i)]
Resolution 9
4. To re-appoint Messrs PricewaterhouseCoopers as the Auditors
and to authorize Directors to fix their remuneration. Resolution
10
SPECIAL BUSINESS
Special Resolution
5. To consider and, if thought fit, to pass the following
resolution with or without amendments as a special resolution:
"That the Articles of Association of the Company be and is
hereby amended in the manner described in Annex A of this Notice
of Annual General Meeting." [See Explanatory Note (ii).]
Resolution 11
Ordinary Resolutions
6. To consider, and if thought fit, to pass with or without
modifications the following resolutions:
6.1 Renewal of Mandate for Directors to Allot and Issue Shares
subject to Limits
"That pursuant to Section 161 of the Companies Act, Cap. 50,
approval be and is hereby given to the Directors to allot and
issue Ordinary Shares in the Company at any time and upon such
terms and conditions and for such purposes as the Directors may
in their absolute discretion deem fit (the "Authority"),
provided always that the aggregate number of the Ordinary Shares
to be issued pursuant to this Resolution does not exceed 50 per
centum of the total issued share capital of the Company as at
the date of approval of the mandate after adjusting for (a) new
shares arising from conversion of convertible securities or
employee share options on issue at the time that the mandate is
passed, and (b) any subsequent consolidation or subdivision of
shares, of which the aggregate number of Ordinary Shares that
may be issued other than on a pro rata basis to existing
shareholders shall not exceed 20 per centum of the total issued
share capital of the Company, such Authority to continue in
force until the conclusion of the Company's next Annual General
Meeting.
That the Directors and/or Company Secretary be and are hereby
authorized to complete and do all such acts and things
(including executing all such documents as may be required) as
they may consider expedient or necessary or in the interest of
the Company to give effect to the Authority." [See Explanatory
Note (iii).] Resolution 12
6.2 Renewal of Mandate for Interested Party Transactions
"That for the purposes of Chapter 9 of the Listing Manual of the
Singapore Exchange Securities Trading Limited:
(a) approval be and is hereby given for the Company, its
subsidiaries and associated companies or any of them to enter
into any of the transactions falling within the types of
Interested Person Transactions, particulars of which are set out
in paragraph 7 of the Appendix to the Annual Report of the
Company, with any party who is of the class of Interested
Persons described in paragraph 6 therein provided that such
transactions are made on an arm's length basis and on normal
commercial terms;
(b) such approval (the "Mandate") shall, unless revoked or
varied by the Company in General Meeting, remain in force until
the next Annual General Meeting of the Company; and
(c) the Directors and/or Company Secretary be and are hereby
authorized to complete and do all such acts and things
(including executing all such documents as may be required) as
they may consider expedient or necessary or in the interest of
the Company to give effect to the Mandate and/or this
Resolution." [See Explanatory Note (iv).]
Resolution 13
7. To transact any other business.
BY ORDER OF THE BOARD
Marjorie Wee
Company Secretary
5 May 2003, Singapore
Explanatory Notes:
(i) Resolutions 3-6 & 9
If re-elected, the respective Directors, who will be considered
as Independent Directors, will remain as Members of the
following Committees:
Name of Director Committee
Mr Robert Chua Audit Committee ("AC")
Mr Dirk Goedhart Executive Resource & Compensation Committee
("ERCC")
Dr Friedbert Malt Executive Committee ("Exco")/ERCC
Mr Lock Sai Hung AC/ERCC
Mr James Connal Scotland Rankin ERCC
(ii) Resolution 11 provides for the amendment of the Company's
Articles of Association to align with the Corporate Governance
Code issued by the Corporate Governance Committee, which
provides that all directors should be required to submit
themselves for re-nomination and re-election at regular
intervals and at least every three years. Under the Company's
current Article 97, the Chief Executive Officer is exempted from
retirement by rotation, while one-half (which has now been
amended to one-third) of the Company's directors is subject to
retire by rotation at every Annual General Meeting.
(iii) Resolution 12 seeks to renew the Authority, first granted
at the Company's Annual General Meeting in June 1999, to
authorize the Directors to issue shares of up to 50 per centum
of the Company's total issued share capital, with an aggregate
sub-limit of 20 per centum of the Company's total share capital
for any issue of shares not made on a pro rata basis to existing
shareholders.
(iv) Resolution 13 is to renew the annual mandate to allow the
Company, its subsidiaries and associated companies or any of
them to enter into certain Interested Person Transactions with
persons who are considered "interested persons" (as defined in
Chapter 9 of the Listing Manual of the Singapore Exchange
Securities Trading Limited).
Other Notes:
1. With the exception of The Central Proviant Fund Board ("CPF
Board"), who may appoint more than two proxies, a member
entitled to attend and vote at the Annual General Meeting is
entitled to appoint no more than two proxies to attend and vote
on his/her behalf and such proxy need not be a member of the
Company. Every instrument of proxy shall be deposited at the
Registered Office of the Company not less than 48 hours before
the time appointed for the Annual General Meeting.
2. On the proposed amendments to the Company's Articles of
Association as per Resolution 11 above, a full extract of the
relevant Articles (Annex A) has been included in the NOL 2002
Annual Report being mailed to registered Shareholders.
3. NOL's 2002 Annual Report will be available at NOL's website
http://www.nol.com.sgfrom 5 May 2003. CPF Holders of NOL Shares
who wish to receive a printed copy of the Annual Report may send
their request to the Vice President of Corporate Communications
at Neptune Orient Lines Limited, 456 Alexandra Road, NOL
Building #20-00, Singapore 119962. (Tel No 6371-5037).
Submitted by Ms Marjorie Wee, Company Secretary on 07/05/2003 to
the SGX
===============
T H A I L A N D
===============
MEDIA OF MEDIAS: Planner Acquires Khao Kheow Shares
---------------------------------------------------
Pursuant to the Amendment of the Business Rehabilitation Plan of
Media of Medias Public Company Limited, which was approved by
the Bankruptcy Court on April 21,2003, particularly clause 4.9
of the Plan concerning decrease and increase in capital, capital
structuring, K.S.M Company Ltd. (the Plan Administrator) has
acquired ordinary shares of Khao Kheow Country Club Co., Ltd.
Details are as follows:
1. Date of Transaction: April 30,2003
2. The parties involved:
* Khao Kheow Country Club Co., Ltd.
* Siam Phurimongkol Co., Ltd.
* K.S.M Company Ltd. is the connected person of major
shareholders of both the listed company and the seller.
3. Details of Assets Purchased from Connected Persons
Nature of business: Golf Course (Leisure and entertainment)
Registered capital: Bt426,860,000.00
Par value: Bt10.00
Paid-up capital: Bt426,860,000.00
Major shareholders as of February 24.2003
Name No. of shares % shares holding
1. Siam Phurimongkol Co., Ltd. 30,094,000 70.50
2. G.L.Assets Co., Ltd. 12,196,200 28.57
Board of Directors as of April 29,2003
Name Title
1. Mr. Veraphan Teepsuwan Director
2. Mr. Jarern Jirawisan Director
3. Mr. Thaveepol Kongseri Director
4. Mrs. Ladda Disama Director
5. Mr. PanchaiSattayaporn Director
6. Mr. Chuchart Teerasin Director
7. Mr. Cherdsak Tanskul Director
4. Type and Size of Transaction
Connected Transaction
The sales of shares in the aforesaid companies by the
connected persons under Clause 2 will be regarded as connected
transactions pursuant to the Notification of the Stock Exchange
of Thailand re: Rules, procedures and disclosures of connected
transactions of the Stock Exchange of Thailand. However, at
present the company is operating under The Amendment of The
Business Rehabilitation Plan approved by the Bankruptcy Court on
April 21,2002, in which saying that part of the increased
capital amount ( not more than Baht 500 million ) shall be used
for purchasing ordinary shares of Khao Kheow Country Club Co.,
Ltd.
Acquisition and Size of Transaction
Upon considering the size of the transaction on the bases of
asset, net profit and total value of consideration (with
reference to the latest consolidated financial statements
as of 31st December, 2003 adjusted by the increase capital
amounting to Bt764 million ), the size of these transactions
fall in Class 2 Transaction pursuant to the Notification of the
Stock Exchange of Thailand re: Rules, procedures and disclosure
of information concerning the acquisition and disposition of
assets of listed companies. The Stock Exchange of Thailand
considers the size of the transaction on the following bases:
a. the value of assets acquired or disposed of, compared with
the value of assets of the listed company;
b. the net after tax profit from the normal course of
business operations derived from the assets acquired or disposed
of, compared with the net profit of the company;
c. the total value of consideration paid or received,
compared with the value of assets of the listed company;
d. the value of securities which are issued by the listed
company or its subsidiaries as consideration for the assets
acquired, compared with the value of securities which were
already issued for sale by the listed company or its
subsidiaries.
5. Total Value of Consideration
The Company will offer to purchase shares in the companies
from the connected persons as set out in Clause 2 at the total
amount of Bt480,000,000. Payment shall be made totally at a
single time.
6. Nature and Extent of Interest of Connected Person
KS.M. Company Limited is considered the connected persons of
the major shareholders of both listed company and the seller.
7. The basis used to determine the value of consideration
Determine from Net Assets Value Per Share of Khao Kheow
Country Club Co., Ltd. as of February 28,2003 which is about
Bt17 per share. The main assets of Khao Kheow Country Club Co.,
Ltd. was appraised by Thai Property Appraisal Vigers (Thailand)
Co., td. on December 18,2002.
8. Source of Fund for Share Price Payment
The source of fund will be derived from newly issued ordinary
shares per the Amended Plan.
9. Expected Advantages
To receive additional dividends if the said company makes
profits and be able to pay dividends.
10. Transaction Conditions
The transaction is a connected transaction pursuant to the
Notification of the Stock Exchange of Thailand re: Rules,
procedures and disclosure of connected transactions of listed
companies and the Notification of the Stock Exchange of Thailand
re: Rules, procedures and disclosure of information concerning
the acquisition and disposition of assets of listed companies,
and is in accordance with the Amended Rehabilitation Plan.
SINO-THAI RESOURCES: Increases Registered, Paid-Up Capital
----------------------------------------------------------
Reference is made to Sino-Thai Resources Development Public
Company Limited's ordinary meeting of shareholders no. 25/2003
held on March 20, 2003 which resolved the increase of its
registered capital to Bt200 million and the conversion of debt
to equity scheme with Siam Commercial Bank Public Company
Limited by means of the issuance of 10 million ordinary shares
with a par value of Bt10 each.
The Company announced that its paid-up share capital increase to
the amount of Bt140 million. The company had informed Department
Business Development, Ministry of Commerce for the registered
capital and paid-up share capital increasing and the company
registration book had been changed.
TAI YO: Reorganization Petition Filed in Bankruptcy Court
---------------------------------------------------------
The Petition for Business Reorganization of Tai Yo Industries
Company Limited (DEBTOR), engaged in manufacturing several sizes
of fire protection safe, was filed to the Central Bankruptcy
Court:
Black Case Number 737/2543
Red Case Number 758/2543
Petitioner: TAI YO INDUSTRIES COMPANY LIMITED
Planner: Mr. Krieng Saribhut
Plan Administrator: Mr. Krieng Saribhut
Debts Owed to the Petitioning Creditor: Bt46,654,776.23
Date of Court Acceptance of the Petition : September 18, 2000
Date of Examining the Petition: October 16, 2000 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner: October 16, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: October 25, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: November 14,
2000
Deadline for Planner to submit the Business Reorganization Plan
to Official Receiver: February 14 , 2001
Planner postponed the date to submit the reorganization plan #
1st: March 14, 2001
Planner postponed the date to submit the reorganization plan #
2nd: April 14, 2001
Appointment Date of the Meeting of Creditors for the Plan
Consideration: May 14, 2001 at 9.30 am. Convention Room no.
1104, 11th Floor Bangkok Insurance Building, South Sathorn Rd.
The Meeting of Creditors had passed the resolution accepting the
reorganization plan pursuant to Section 90/46
Court Order for Accepting the reorganization plan and appointed
Mr. Krieng Saribhut to be the Plan Administrator: July 2, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Matichon Public Company Limited and Siam Rath Company
Limited: July 16, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette: August 14, 2001
Appointment Date of the Meeting of Creditors for Amendment the
Plan on September 25, 2002 at 13.30 p.m. Convention Room no.
1104, 11th Floor Bangkok Insurance Building, South Sathorn Rd.
Court Order for Accepting Amendment of the reorganization plan:
October 15, 2002
Announcement of Court Order for Accepting the Reorganization
Plan in Matichon Public Company Limited and Siam Rath Company
Limited: November 1, 2002
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette: December 3, 2002
Court had issued an Order Cancelled the Order for Business
Reorganization since January 30, 2003
Announcement of Court Order Cancelled the Order for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: February 13, 2003
Announcement of Court Order Cancelled the Order for Business
Reorganization in Government Gazette: March 13, 2003
Contact: Mr. Somkit Tel, 6792525 ext 144
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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