/raid1/www/Hosts/bankrupt/TCRAP_Public/030514.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

           Wednesday, May 14 2003, Vol. 6, No. 94

                         Headlines

A U S T R A L I A

ADVANTAGE TELECOMMUNICATIONS: Voluntary Escrow Period Ended
ANACONDA NICKEL: ASIC Calls for Expressions of Shares Interest
ANACONDA NICKEL: Review Panel Reaffirms Decision
BLACK RANGE: Holds Second Statutory Creditors Meeting
CBD ENERGY: Proposes Capital Raising, Debt Conversion

MIM HOLDINGS: ACCC Not to Oppose Xstrata's Proposed Acquisition
PMP LIMITED: Seven Sells 13.9% Shareholding
POWERTEL LIMITED: DTU to Decide Separately on Refinancing
QANTAS AIRWAYS: Offers Substantial Concessions to ACCC
TRANSURBAN GROUP: Issues Additional Concession Fees Update


C H I N A   &   H O N G  K O N G

EURO-AMERICA INDUSTRIES: Winding Up Petition Pending
HERO DRAGON: Winding Up Petition Scheduled
KAI HWA: Hearing of Winding Up Petition Set
PCCW LIMITED: Confirms Discussion With Mr. Jack So
SOUNDWILL HOLDINGS: Parallel Trading Ends Thursday

VALUEFLASH (HONG KONG): Winding Up Hearing Scheduled


I N D O N E S I A

ARIA WEST: Creditors to Provide 50% Haircut

* S&P Take Various Rating Actions on Indonesian Banks


J A P A N

AUTHEMI.CO: Computer Game Maker Enters Bankruptcy
ALL NIPPON: Ties Up With Virgin Atlantic
FUJITSU LIMITED: Enters Global Partnership With Red Hat
HASHIZUME KOMUTEN: Construction Firm Enters Rehab Proceedings
NIKON CORPORATION: Widens FY02 Net Loss to Y8.14B

SEGA CORP.: US Unit Partners With Tiger Hill Entertainment
VITEC CO.: JCR Downgrades Rating to BB-

* S&P Unveils Bill Revising Insurance Business Law


K O R E A

HYNIX SEMICONDUCTOR: Analysts Expect W200B Loss in First Quarter
SK CORPORATION: Six-Year Jail Term Sought For Chairman
SK GLOBAL: Creditors Freeze New Debt Issuance


M A L A Y S I A

AMSTEEL CORPORATION: Trading Restriction Lifted
BRIDGECON HOLDINGS: Unit's Moratorium Period Extended for a Year
INNOVEST BERHAD: Monitoring Accountant Appointment Not Needed
L&M CORPORATION: Obtains SC Guidelines' Waiver
LION GROUP: SC Extends GWRS Proposals Deadline to Oct 9

NCK CORPORATION: Posts Unit's Winding Up Petition Details
OLYMPIA INDUSTRIES: Proposes Scheme Revision, Waiver
PAN MALAYSIAN: May 26 EGM Scheduled
PARIT PERAK: Appoints KPMG as Independent Auditor
RENONG BERHAD: Inks SA, LSSA, SPA to Facilitate Proposed Scheme

REPCO HOLDINGS: SAs, Peluamas Face Writ, Statement of Claim
SATERAS RESOURCES: Proposes Restructuring Scheme
SIN KEAN: CCM Strikes Off Subsidiary
SPORTMA CORP.: SC OKs Proposals Implementation Time Extension
TENCO BERHAD: Replies KLSE's Writ, Statement of Claim Query

TONGKAH HOLDINGS: Disposes of Quoted Securities
UNITED CHEMICAL: White Knight Gets Nod From Economic Planning


P H I L I P P I N E S

BURGER KING: Facing Closure if No Buyer Emerges
C&P HOMES: Cuts Losses to P970M in 2002
MANILA ELECTRIC: ASM Set For June 24
MANILA ELECTRIC: DOE Submits Refund Proposal This Week
MANILA ELECTRIC: ERC OK's Cash Refund Scheme For Small Customers

MANILA ELECTRIC: Restructures US$350M Short-term Loans
UNITED COCONUT: PDIC Gets KPMG Laya as Financial Advisor


S I N G A P O R E

MEDIASTREAM: Auditor Questions Future Viability
THAKRAL CORPORATION: Amends Old TCL Scheme
THAKRAL CORPORATION: Issues Scheme of Arrangement Proposal


T H A I L A N D

PAE THAILAND: Issues Rehabilitation Plan Update
RAIMON LAND: Allocates Increasing Shares Capital
THAI DURABLE: Posts Rehabilitation Plan Progress
THAI ELECTRONIC: Completes Registered Capital Increase
THAI WIRE: Currently Preparing Rehabilitation Plan

     -  -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


ADVANTAGE TELECOMMUNICATIONS: Voluntary Escrow Period Ended
-----------------------------------------------------------
Pursuant to Listing Rule 3.10A, Advantage Telecommunications
Limited advises that on 31 May 2003, the 3,551,800 ordinary
fully paid shares currently held voluntarily in escrow will be
released.

Should you have any queries please do not hesitate to contact
John Palermo, Company Secretary.

According to Wrights Investors' Service, during the 12 months
ending 12/31/02, the company has experienced losses totaling
A$0.27 per share. It has also not paid any dividends during the
previous 2 fiscal years.


ANACONDA NICKEL: ASIC Calls for Expressions of Shares Interest
--------------------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
called on Tuesday for expressions of interest from licensed
brokers who wish to be considered for appointment as the broker
for approximately 5.94% of Anaconda Nickel Limited (Anaconda)
shares vested in ASIC.

This follows a decision of the Takeovers Panel to make orders
vesting 411,051,769 Anaconda shares in ASIC. The broker will be
required to sell the shares into the market through a book build
process.

Expressions of interest from interested brokers should Provide
the following information:

   1. The full name of the interested broker, the type of
license held by the broker and the license number;

   2. Details of the relevant experience in relation to the:

     * sale of similar sized or larger parcels of shares into
the market;

     * conduct of bookbuild processes; and

     * trading in Anaconda shares in the past 12 months.

   3. A description of the broker's client base and evidence
that those clients would be willing and able to take up Anaconda
shares;

   4. An indication as to whether the broker considers it would
have any conflict of interest in selling the shares. In
particular, the broker should disclose if it has at any time in
the past traded any shares or had any business relationship with
MatlinPatterson Global Opportunities Partners LP, Glencore
International AG, Sherritt International Corporation and
Australian Investments United Pty Ltd, or any associate of any
of those entities; and

   5. Any other information the broker considers would support
its expression of interest.

Written expressions of interest should be addressed to Luisa
McKay, ASIC Corporate Finance, and either faxed to 02 9911 2138
or e-mailed to luisa.mckay@asic.gov.au by close of business on
Tuesday 20 May 2003.


ANACONDA NICKEL: Review Panel Reaffirms Decision
------------------------------------------------
The Takeovers Panel advises that the Panel reviewing the
decision in the Anaconda 15 proceedings (Anaconda 19
proceedings) has on Tuesday affirmed the majority of the
decision made by the Anaconda 15 Panel to decline the
application received from MatlinPatterson Global Opportunities
Partners LP (MP Global) on 20 February 2003 in relation to the
affairs of Anaconda Nickel Limited (Anaconda). The Anaconda 19
application to the Panel was made on 11 April 2003.

In addition, the Panel has decided to make a declaration that
the on-market acquisition of 4,000,000 shares in Anaconda (Old
Shares*) by Sherritt International Corporation (Sherritt) on 13
February 2003 constitutes unacceptable circumstances and, in
relation to Anaconda 18, to make orders that:

   a) The 4,000,000 shares should be vested in ASIC for sale by
a book build, with other Anaconda shares vested in ASIC by the
Anaconda 16-17 Panel and the Anaconda 18 Panel; and

   b) MP Global be allowed to retain 60,000,000 of the Excess
Shares** which the Anaconda 16-17 and Anaconda 18 Panels had
ordered be vested in ASIC for disposal.

In both the Anaconda 15 application and in the Anaconda 19
application, MP Global:

   (a) alleged that acquisitions of Old Shares in Anaconda by
Glencore International AG (Glencore) and Sherritt on 12 and 13
February towards the close of MP Global's offer (Rights Offer)
to acquire rights (Rights) in Anaconda constituted unacceptable
circumstances; and

   (b) raised concerns about the fact that Sherritt neither sold
nor exercised its Rights (which were worth approximately $5.1
million under the Rights Issue and related to 8.4% of the shares
and Rights in Anaconda), instead allowing them to lapse.

* Old Shares are the 461,502,243 shares on issue at the time of
MP Global's Share Offer and before the issue of 6,461,031,402
New Shares under the Rights Issue. New Shares are the Anaconda
shares issued on 21 February 2003 under the 14 for 1 Rights
Issue, which Anaconda offered to its shareholders in a
prospectus dated 20 January 2003.

** The Excess Shares are the 467,051,769 shares acquired by MP
Global on 21 February, which would have increased MP Global's
percentage voting power above the percentage it had acquired at
the close of its Rights Offer at Midnight on 13 February 2003.
They are the subject of the Anaconda 16/17 and 18 Panel
decisions.

MP Global sought a declaration of unacceptable circumstances,
and remedial orders, in relation to the above.

60,000,000 is fifteen times 4,000,000. If MP Global had been
able to acquire 4,000,000 shares on-market on 13 February, it
would have been entitled to exercise fourteen times that number
of Rights under Anaconda's Rights Issue. The Panel considers
that such an order is the closest it can approximate to ensure
that MP Global's offers give the result they would have without
the acquisitions on-market by Sherritt on 13 February 2003.

MP Global has submitted that the Panel should consider that many
more shares than the 4 million that Sherritt acquired would have
been available to it on 13 February, when it had declared its
Share Offer and Rights Offer free from conditions and was free
to acquire Old Shares on-market at 12 cents per share. Glencore
has submitted that it is unlikely that MP Global would have
acquired any shares in the market on that day.

It is clear to the Panel that it is not possible (whether in
Panel proceedings or in a Court) to determine with absolute
certainty what the course of trading would have been if Sherritt
had not entered the market on 13 February in the way it did.

The Panel has ordered that MP Global may retain 60 million of
the Excess Shares, which it would otherwise be required to
divest. 60 million shares is, necessarily, an subjectively
derived figure. However, it is a figure which:

   a) has a grounding in the specific aspects of these
proceedings;

   b) appears to remedy an amount of harm to MP Global's
interests, which the Panel believes is reasonably open to it to
consider, is likely to have occurred;

   c) causes no unfair prejudice to any person; and

   d) is most likely to ensure that the MP Global Share Offer
proceeded (as far as possible) in a way, or with a result, that
it would have proceeded if the circumstances of Sherritt's
buying had not occurred.

SUMMARY

GLENCORE'S ACQUISITION OF OLD SHARES ON 12 AND 13 FEBRUARY

1. Glencore acquired almost 3% of the total number of Old Shares
on 12 and 13 February. It acquired them at prices ranging from
$0.11 to $0.145 per share. MP Global's takeover offer for all
Old Shares (Share Offer) was set at $0.12 per share, and MP
Global did not increase it. MP Global was therefore unable to
acquire Old Shares on-market for more than $0.12. Glencore's
acquisitions made up approximately thirty percent of the total
acquisitions of Old Shares on the two days. The Panel considers
it highly likely that the acquisitions by Glencore did affect
the market in Old Shares and did move the market price of Old
Shares on those days and did contribute to the rise from
approximately $0.11 to $0.15 per share on those two days.

2. Glencore's buying, and the resultant price rise, may have
affected the ability of MP Global to acquire Old Shares on those
days, which were crucial days in terms of the success or failure
of MP Global's Share Offer and Rights Offer. However, the Panel
was not given evidence, which would convince it that Glencore's
purchases were not primarily directed at acquiring more Old
Shares for itself.

3. MP Global should have been aware, at the time that it
commenced its offers, and at the time it declared its offers to
be free of its earlier defeating conditions, that Glencore was
entitled, under the "Creep" exception set out in item 9 of
section 611 of the Corporations Act (the Act), to acquire up to
3% of the voting power in Anaconda.

4. MP Global's offers, and its overall strategy for seeking
control of Anaconda, were particularly sensitive, or
susceptible, to another person acquiring Old Shares during MP
Global's offers.

5. The Panel reviewed the course of trading on the relevant
days. From that and from the other evidence Provided by parties,
the Panel did not see evidence that Glencore's acquisitions were
made in manipulative ways, or indeed in any other way other than
seeking to acquire its desired 3% as cheaply as possible, and as
Glencore appeared perfectly entitled to acquire such shares, the
Panel considered that Glencore's acquisitions of Old Shares on
12 and 13 February 2003 did not constitute unacceptable
circumstances. The acquisitions were within the terms of Item 9
of section 611 of the Act, and the Panel did not accept
arguments from MP Global as to why the Creep exemption should
not have been available to Glencore in these circumstances.

GLENCORE'S ACQUISITION OF NEW SHARES BETWEEN 17 AND 19 FEBRUARY

6. The Panel agreed with the Anaconda 15 Panel that the
acquisition by Glencore, on a deferred delivery basis, of
Anaconda shares (New Shares) to be issued under the Rights Issue
(which amounted to approximately 0.2% of the fully diluted
shares in Anaconda following the Rights Issue) was not material
in the context of control of Anaconda and did not appear to have
contributed to any unacceptable circumstances. The Panel was not
satisfied that this acquisition contravened section 606 of the
Act. Consequently, the Panel declined the part of MP Global's
application that related to these purchases.

SHERRITT'S FAILURE TO SELL OR EXERCISE ITS RIGHTS, OR ACCEPT THE
RIGHTS OFFER

7. The Panel considered Sherritt's evidence for its reasons in
allowing its Rights to lapse, for no value, in light of the
existence of the Rights Offer. Although Sherritt's explanations
in some areas did not appear credible, on balance, the Panel
accepted that Sherritt's decision was an exercise of the
business judgment of its executives, without agreement with any
other parties, based on commercial imperatives that the Panel
accepted were plausible. The Anaconda 15 Panel has set out some
of the explanations and concerns put forward by Sherritt for its
conduct.

8. Sherritt asserted, and the Panel did not receive evidence,
which adequately rebutted Sherritt's claims, that the potential
financial impact on Sherritt associated with these concerns
outweighed the value that Sherritt could have received from MP
Global for selling its Rights under the Rights Offer.

9. The Panel decided that Sherritt's actions in relation to its
Rights did not constitute unacceptable circumstances.

SHERRITT'S FAILURE TO ACCEPT THE SHARE OFFER

10. The issues in relation to Sherritt's decision to allow its
Rights to lapse were also raised in relation to the failure of
Sherritt to sell its Old Shares to MP Global under its Share
Offer. The Panel decided that Sherritt's decision not to accept
the Share Offer was not unacceptable for similar reasons to
those relevant to its decision in relation to the Rights
lapsing.

SHERRITT'S ACQUISITION OF OLD SHARES ON 13 FEBRUARY

11. The Panel considers that there is sufficient evidence that
Sherritt, in acquiring Old Shares on 13 February 2003 (at the
same time as Glencore was also purchasing Old Shares), was
seeking to create a false market in Old Shares. The Panel bases
this on Sherritt's statements in the submissions that Sherritt
gave to the Panel. They include statements that its intention
was to

"support the market appearance of there being an impending bid
with a view to encouraging Glencore to make a bid".

Sherritt was seeking to create an impression in the market of
buying pressure from a rival takeover bidder, to reduce the
chances of success of the MP Global offers, and to make a higher
return on its Anaconda shares.

12. Sherritt's acquisitions were made at a very significant time
for the MP Global offers and for the market in general. It
appears to have been a volatile market, with significant
professional investor involvement, and the market was interested
in the buying or selling activities of the major players.
Sherritt entered the market with significant acquisitions, using
an institutional/corporate broker that had not previously been a
material acquirer in the market, and buying above $0.12 per
share. Glencore made detailed submissions on the trading at the
time and its analysis and inferences about why MP Global would
not have acquired any Old Shares on market if the Sherritt
acquisitions had not been made. The Panel also received detailed
submissions from MP Global on the days' trading. The Panel
considered that Glencore's and MP Global's views were simply
that, the views of two of the parties in circumstances where
there are a range of views as to what might have happened on
that day.

13. The Panel considers that Sherritt's buying, and the way that
it was undertaken, is highly likely to have influenced the
market. The Panel considers that it is not open to contend that
the Sherritt acquisitions, at the time they were made and in the
manner they were made, will not have affected the price at which
Old Shares traded. As it has said above, it is impossible to
determine precisely what the quantum of that effect was. The
Panel also accepts MP Global's submissions that it is well
possible that Sherritt's actions would have enticed other buyers
into the market, making it more difficult for MP Global to
acquire Old Shares at its Share Offer price of $0.12 per share.

14. The Panel considers that Sherritt's intention and actions
are likely to have adversely affected the efficient, competitive
and informed market for control of Anaconda shares at a critical
point in the MP Global Rights Offer and Share Offer. The Panel
considers that such actions constituted unacceptable
circumstances.

ASSOCIATION BETWEEN GLENCORE AND SHERRITT

15. The Panel considers that there is a reasonable inference
that Sherritt intended that its actions might generate favor
with Glencore. However, no evidence was presented to the Panel
that convinced it that Sherritt's actions were reciprocated and
that Sherritt and Glencore became associates in relation to the
MP Global offers in general or the on-market buying
specifically. As there had been no breach of section 606 of the
Act, and the Panel did not otherwise believe that unacceptable
circumstances had arisen, the Panel also declined that part of
MP Global's application.

MISLEADING OF MP GLOBAL

16. MP Global asserted that it had been mislead by Sherritt in
MP Global's telephone conversations with Sherritt in the period
leading up to MP Global's decision to declare its Share Offer
(and therefore its Rights Offer) free of conditions. The
evidence which MP Global presented was not strong enough to
overcome Sherritt's firm statements that it had not mislead MP
Global but had always made it clear that it was keeping its
options open and that MP Global should not rely on Sherritt
acting in any particular way, especially not on Sherritt selling
to MP Global.

17. MP Global's lack of firm evidence concerning its
recollections of robust commercial discussions between
sophisticated commercial participants in a hotly contested
takeover meant the Panel could not prefer MP Global's version
over those of the other parties which denied MP Global's version
of the couple of critical telephone conversations. The Panel
declined that part of MP Global's application.

DECISION

The Panel decided that there had not been evidence presented to
it, which indicated that, the on-market buying of shares in
Anaconda by Glencore constituted unacceptable circumstances. The
Panel reached a similar decision in response to Sherritt's
decisions in relation to the Rights Offer and the Share Offer.
These decisions affirm the majority of the decision by the
Anaconda 15 Panel in declining the application by MP Global.

However, the Panel considered that the actions of Sherritt, in
acquiring 0.8% of the Old Shares on-market, at a price well
above the MP Global Share Offer price, at a critical point in
the offers and Anaconda shareholders' decisions, for reasons,
which according to Sherritt's own evidence, were intended to
create a false market, constituted unacceptable circumstances.
The Panel has made a declaration to that effect.

The Panel has ordered that those shares be vested in ASIC and
disposed of in a bookbuild with the shares to be sold under the
Anaconda 16-17 and 18 proceedings.

The Panel has ordered that the number of Excess Shares that MP
Global was ordered to dispose of in the Anaconda 16-17 and 18
proceedings be reduced by sixty million shares (i.e. fifteen
times the shares ordered to be divested by Sherritt). The
President of the Panel appointed the same members who
constituted the Review Panel in the Anaconda 18 and earlier
Anaconda applications (Simon McKeon, David Gonski and Ian
Ramsay) to consider the review application.

The Panel's reasons for its decision in the Anaconda 19
proceedings will be posted on the Panel's website when
finalized.

ANACONDA 18

Following the decision in the Anaconda 19 proceedings, the
Anaconda 18 Panel executed Tuesday the orders it had decided to
make following making a declaration of unacceptable
circumstances in relation to MP Global's acquisition of Excess
Shares by exercising all of the Rights it acquired under its
Rights Offer and then contracting to pass those Excess Shares on
to Australian Investments United Pty Ltd. See Annexure B for a
copy of the Anaconda 18 Orders at
http://bankrupt.com/misc/TCRAP_ANL0514.pdf.

The Anaconda 18 Panel also ordered that for the purpose of
calculating its future 3% "Creep" entitlement under item 9 of
section 611 of the Act, MP Global be taken to have acquired the
60,000,000 shares to which the Anaconda 19 decision relates, and
none of the other Excess Shares to which the Anaconda 18
decision relates, on 21 February 2003, when the Anaconda New
Shares were issued under the Rights Issue.

CONTACT INFORMATION: Nigel Morris,
        DIRECTOR
        Takeovers Panel
        Level 47 Nauru House,
        80 Collins Street, Melbourne VIC 3000
        Ph: +61 3 9655 3501
        nigel.morris@takeovers.gov.au


BLACK RANGE: Holds Second Statutory Creditors Meeting
-----------------------------------------------------
The Administrators of Black Range Minerals Limited announced
that at the second statutory meeting of creditors on 2 May 2003,
held at the KPMG Centre, 45 Clarence Street, Sydney NSW 1213,
the creditors of Black Range resolved to execute a Deed
of Company Arrangement. The Deed terms approved by creditors
were largely consistent with the Deed terms attached to the
Report to Creditors dated 23 April 2003.

Minutes of this meeting and the amended terms approved by
creditors are now available at
www.corporaterecovery.kpmg.com.au.

The Administrators also announce that the registered office of
Black Range has been changed to the KPMG Centre, 45 Clarence
Street, Sydney NSW 1213.

Any creditors or shareholders who require further information,
or wish to discuss any aspect of the above, should refer to the
abovementioned Internet site or contact Michael Newbold of the
Administrators' office on (02) 9455 9066.


CBD ENERGY: Proposes Capital Raising, Debt Conversion
-----------------------------------------------------
CBD Energy Limited wishes to announce that it intends to
consolidate its existing share capital, to conduct a capital
raising and to convert an existing debt facility in the Company
into shares in the Company.

Set out below is a summary of the proposals to be put to
shareholders at an Extraordinary General Meeting of the Company
to be held in July 2003. Further details will be contained in a
Notice of Meeting and Explanatory Meeting to be mailed to
shareholders in the next few weeks.

Since the current Board was appointed in June 2002 it has
undertaken a restructuring of the Company's operations and
financing. This has included arranging a refinancing package
which was approved by the Company's shareholders at the
Company's Annual General Meeting in November 2002 and involved
the conversion of $2.7 million of convertible notes into equity
in the Company and a $1.3 million capital raising.

The Board has reduced the number of directors, management,
employees and consultants to the Company, significantly reduced
the cost of the Company's offices and other overheads and
reorganized the Company's operations in Australia and Hong Kong.
The Board has refocused the Company's operations into the area
of energy savings technologies and products. This process is
continuing but the protracted negotiation process involved in
securing a sufficient number of energy saving agreements in Hong
Kong and Australia coupled with recent events in the Asia
Pacific region, in particular in the Company's major market
of Hong Kong, means that this process is now expected to take
longer than originally anticipated. This has necessitated the
raising of further funding to support the Company's operations
until the Company achieves profitability.

In January 2003, Bay Terrace Holdings Pty Ltd (a company
associated with Executive Director Mr Stephen Moignard) Provided
a loan facility to the Company of $700,000. This facility, which
has been used to Provide working capital has now been converted
into a convertible note for $750,000 (including interest accrued
to 31 December 2003) because the Directors (other than Mr
Moignard) now consider it unlikely that, unless trading
conditions improve significantly, the Company will be able to
repay the loan when it falls due on 31 December 2003.

The Company has also entered on Monday into a further
convertible note facility with Bay Terrace Holdings Pty Ltd to
Provide a further $250,000 of working capital to the Company on
normal commercial terms. This facility would also be convertible
into shares in the Company at the same price as the price
established for the rights issue, the timing of the conversion
to be at the option of Bay Terrace Holdings Pty Ltd.

The inter-dependent resolutions for which the Board intends to
seek the approval of shareholders are:

   * Consolidation of the Company's share capital by
consolidating the number of shares currently on issue on the
basis of 1 new share for every 15 shares currently held. This
will reduce the number of shares on issue from 992,817,553 to
66,187,837 before taking into account the proposed capital
raising and the proposed conversion of the convertible note
which forms part of the re-financing package.

   * A rights issue on the basis of 1 share for every 4 shares
currently held (assuming the consolidation of share capital is
approved by shareholders), at a minimum issue price equal to 80%
of the average market price of the Company's fully paid ordinary
shares over the preceding five days in which sales in those
shares were recorded before the day on which the issue is made.
The Board is of the opinion that a further capital raising is
required to Provide further working capital. The rights issue
Provides all shareholders with the opportunity to participate in
the Company's future growth.

   * Authorization for the Directors to issue by no later than 3
months after the date of the annual general meeting, up to
16,666,667 fully paid ordinary shares (assuming the
consolidation of share capital is approved by shareholders) in
the Company at a minimum issue price equal to 80% of the average
market price of the Company's fully paid ordinary shares over
the preceding five days in which sales in those shares were
recorded before the day on which the issue is made, to such
third party investor(s) as may be nominated by the Directors.

   * Conversion of the $750,000 convertible note held by Bay
Terrace Holdings Pty Ltd into equity (assuming the consolidation
of share capital is approved by shareholders), such conversion
to be at the same price as the rights issue to be approved by
shareholders. In view of the uncertainty regarding the Company's
ability to repay the loan by the due date, the Board (excluding
Mr Moignard who is associated with Bay Terrace Holdings Pty Ltd)
recommends that the convertible note be converted into shares to
avoid the Company having to repay this debt when it falls due on
31 December 2003.

   * Pre-approval to the conversion of the $250,000 convertible
note held by Bay Terrace Holdings Pty Ltd into equity (assuming
the consolidation of share capital is approved by shareholders),
such conversion to be at the same price as the rights issue to
be approved by shareholders, at a time to be determined by Bay
Terrace Holdings Pty Ltd.

Shareholders are advised that, if the re-financing package is
not approved by the Members, the Board will have to consider
other options to raise funds which may be less favorable to
existing shareholders.

Shareholder approval will also be sought at the meeting for the
re-election of Mr David Hood, who was appointed non-executive
Chairman of the Company on 9 December 2002, as a director of the
Company and for the issue of shares at the same price as the
rights issue to Mr Hood in lieu of Director's fees and expenses
of $17,500 not received in cash.

Further details of the proposals resolutions will be set out
below in a Notice of Meeting and Explanatory Meeting to be
mailed to shareholders.

According to Wrights Investors' Service, at the end of 2002, CBD
Energy Limited had negative working capital, as current
liabilities were A$666,000.00 while total current assets were
only A$73,000.00. It has paid no dividends during the previous 2
fiscal years and also reported losses during the previous 12
months.


MIM HOLDINGS: ACCC Not to Oppose Xstrata's Proposed Acquisition
---------------------------------------------------------------
The Australian Competition and Consumer Commission (ACCC) will
not oppose the proposed acquisition of MIM Holdings Limited by
Xstrata Plc, ACCC Chairman, Professor Allan Fels, said Friday.

MIM Holdings Limited is an international mining and mineral
processing company publicly listed on the Australian, New
Zealand and Frankfurt stock exchanges whose major products are
coal, copper, gold, zinc lead and silver. MIM has operations in
the United Kingdom, Argentina and Australia. Xstrata plc is
listed on the London and Swiss stock exchanges operating a
diversified portfolio of mines worldwide with 16 coal mines
currently operational in Australia.

Both MIM and Xstrata operate thermal and coking coal mining
operations in Australia. The Australian coal market is
characterized by high levels of exports and both MIM and Xstrata
export more than 80 per cent of their annual production.

As part of its investigation of the proposed acquisition, the
ACCC conducted market inquiries of customers and competitors. In
reaching its view the ACCC examined the likely competitive
constraints that Xstrata would face.

"After our market inquiries, the ACCC has come to the view that
the acquisition is unlikely to substantially lessen competition
in the national markets for thermal coal and coking coal",
Professor Fels said.

"The ACCC found that there are a significant number of competing
mining companies and that these competitors will constrain
prices for coal. Xstrata's competitors supply both the domestic
and international markets and would be able to redirect supply
in response to any price increase by Xstrata. Further, the ACCC
considered that the global trading and pricing of coal is likely
to exercise an effective competitive constraint on Xstrata.

"Accordingly, the ACCC concluded that the proposed acquisition
is unlikely to substantially lessen competition".

CONTACT INFORMATION: Professor Allan Fels
        ACCC Chairman
        Tel: (03) 9290 1812
        Pager (02) 6285 6170

        Ms Lin Enright
        Director, Public Relations
        Tel: (02) 6243 1108 or (0414) 613 520


PMP LIMITED: Seven Sells 13.9% Shareholding
-------------------------------------------
Seven Network Limited announced Tuesday the sale of its 13.9
percent shareholding in PMP Limited.

The company sold 40 million shares at 75 cents per share -
realizing $30 million, which will be used to retire debt.

This represents a profit of $7 million on the cost of Seven's
acquisition of a strategic shareholding in the company as part
of an initial joint partnership in Pacific Publications.

With Seven's acquisition of PMP's remaining shareholding in
Pacific Publications, the 13.9 per cent shareholding in PMP
Limited was identified as non-core to Seven's media businesses.
Seven's plans to sell its holding in PMP were announced at the
time of Seven's interim results in March and in the TELYS2
prospectus issued on 14 April, 2003.


POWERTEL LIMITED: DTU to Decide Separately on Refinancing
---------------------------------------------------------
DownTown Utilities (DTU) wishes to state its position referred
to in PowerTel's ASX/Media Release dated 9 May, 2003 in relation
to a syndicate investors intending to acquire the entire stake
currently owned by WilTel Communications, PowerTel's largest
shareholder, and in addition will finance and underwrite A$16.3
million of new equity for PowerTel and restructure PowerTel's
balance sheet.

DTU has indicated it will not exercise its pre-emptive rights
with respect to WilTel's interest in PowerTel based on the
Roslyndale proposal.

DTU will decide separately its response to the sale and the
proposed refinancing when final details are available.


QANTAS AIRWAYS: Offers Substantial Concessions to ACCC
--------------------------------------------------------
Qantas Airways Limited and Air New Zealand filed a submission
with the Australian Competition and Consumer Commission (ACCC)
on Friday evening in response to the regulator's draft
determination on the proposed Alliance between the two airlines.

Air New Zealand Managing Director and CEO, Ralph Norris, said
that the undertakings offered to the ACCC are significant and
are a considerable expansion, in both extent and detail, on the
proposed undertakings included in the original submissions.

"These new undertakings represent significant movement from both
Air New Zealand and Qantas and should alleviate the concerns
raised by the ACCC in its draft determination relating to
possible anti-competitive activity, the ability of a new entrant
to compete, and ensuring that the public benefits claimed by the
airlines will eventuate.

"The Alliance, if approved by the ACCC with these undertakings,
will ensure that both Australia and New Zealand have sustainable
and independent airlines focused on the needs and requirements
of the traveling public and exporters in both countries.

"Our submission to the ACCC is designed to give the ACCC
additional comfort that prices will not be increased as a result
of the Alliance. Air New Zealand has already demonstrated
through the very successful introduction of its Express Class
that lower prices stimulate business and contribute strongly
towards the establishment of a sustainable profitable business.
Higher prices are not in the interest of the airlines anymore
than they are in the interests of the consumer.

"The undertakings Provided to the ACCC are also designed to give
a new entrant, most likely Virgin Blue, unimpeded access to the
trans-Tasman and Domestic New Zealand market. While this
represents a significant concession on our part, we will rely on
the new entrant not to abuse this position at the consumers'
expense.

"The ACCC made it clear in its draft determination that some
significant concessions were required by Air New Zealand and
Qantas for the Alliance to be approved. We believe that the
scale of the concessions we have made should address the
Australian regulator's concerns. The New Zealand and Australian
Governments have also voiced their support of the Alliance and
we felt it was important to demonstrate that we are serious
about seeing this Alliance approved," said Mr Norris.

The airlines' submission contains ten substantive undertakings
that both Air New Zealand and Qantas believe address the
regulator's concerns.

1. The provision of facilities and services to give effective
access to new entrants on Tasman and Domestic New Zealand
routes. This includes gates, slots, counter facilities,
maintenance and ground handling.

2. To make entry more attractive for a new entrant, there are to
be no increases in the Alliance's combined capacity on any route
for 18 months following a new entrant announcing its intention
to enter the route.

3. For a period of three years after the approval of the
Alliance, Freedom Air cannot operate direct services between
main gateways in Australia (Sydney, Melbourne and Brisbane) and
main gateways in New Zealand (Auckland, Wellington and
Christchurch) once a new entrant has commenced operations on
that sector. Freedom will continue to be able to operate from
the main gateways to secondary airports in the other country.

4. Freedom has undertaken not to operate domestic New Zealand
flights between Auckland, Wellington and Christchurch. Freedom's
Tasman Fleet, (currently four aircraft) will not grow by more
than one aircraft per year.

5. The Alliance will lease up to four B737-300's to a new
entrant on normal commercial terms to ensure that they have the
critical mass for substantial and effective market entry.

6. For up to five years from the approval of the Alliance,
Qantas and Air New Zealand will not reduce capacity on Tasman
city pairs or between Auckland, Wellington and Christchurch in
domestic New Zealand unless load factors fall below 70% or
yields fall for three consecutive months.

7. A restriction for up to five years on increases on some
Tasman fares.

8. Qantas and Air New Zealand undertake to commence operating:

   * eight weekly flights (four return services) between
Auckland and Adelaide within one year of the approval of the
Alliance; and

   * two weekly flights (one return service) on each of the
following city pairs within one year of the approval of the
Alliance: Auckland Hobart; Wellington  Canberra; Auckland
Canberra

9. Air New Zealand and Qantas will spend an additional A$5.4m on
a new business plan for Qantas Holidays to generate an
additional 50,000 tourists to New Zealand. This includes A$1.75m
spent in conjunction with national and regional tourism bodies.

10. The Alliance will operate two return night freight services
per week from Auckland to Australia and Christchurch to
Australia with wide-bodied aircraft.

Air New Zealand and Qantas are continuing to work on their
substantive response to the New Zealand Commerce Commission's
(NZCC) draft determination. This submission, which includes
responses to 67 questions will be submitted to the NZCC by June
20th. The submission will also include evidence and undertakings
appropriate to the case before the Commerce Commission.


TRANSURBAN GROUP: Issues Additional Concession Fees Update
----------------------------------------------------------
Under the Melbourne City Link Concession Deed, Transurban Group
Limited may be liable for Additional Concession Fees to the
State in the event that project revenue is greater than that
projected in the financial projections agreed with the State.
The revenue projections agreed at Financial Close in March 1996
were subsequently revised to take into account the additional
revenue projected to be generated by the Exhibition Street
Extension project.

A summary of how the Additional Concession Fees provisions
operate was Provided on pages 39 and 50 of the Transurban City
Link prospectus.

With the current medium-term outlook for traffic growth on
CityLink, it is likely that revenue will exceed the currently
agreed revenue projection; this is not expected to occur before
FY2006.

The extent of the excess (and hence the liability for Additional
Concession Fees) is likely to be limited because actual CityLink
revenues are expected to converge with the state agreed revenue
projection by the middle of the next decade if inflation remains
at current levels.

To assist analysts in making realistic evaluations of this
liability, Transurban has developed an "analytical tool" which
reflects the contractual provisions relating to Additional
Concession Fees. This is being made generally available and can
be obtained by contacting Chris Wong at cwong@transurban.com.au.

On March 13, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services assigned its
'BBB' long-term rating to the A$430 million convertible
adjusting rate securities (CARS) to be issued by the Transurban
CARS Trust (TCT), a special purpose vehicle for Transurban
group's (Transurban) investment in the Western Sydney Orbital
(WSO) toll road project.


================================
C H I N A   &   H O N G  K O N G
================================


EURO-AMERICA INDUSTRIES: Winding Up Petition Pending
----------------------------------------------------
Euro-America Industries 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 9:30 in the morning.

The petition was filed on March 26, 2003 by Lo Siu Hung of Flat
C, 8th Floor, Block 10, Kenswood Court, Kingswood Villa, Tin
Shiu Wai, New Territories, Hong Kong.


HERO DRAGON: Winding Up Petition Scheduled
------------------------------------------
Hero Dragon Enterprises Holding Limited is facing a winding up
petition, which is slated to be heard before the High Court of
Hong Kong on June 11, 2003 at 10:00 in the afternoon.

The petition was filed on April 16, 2003 by Bank of China (Hong
Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road,
Central, Hong Kong.


KAI HWA: Hearing of Winding Up Petition Set
-------------------------------------------
The petition to wind up Kai Hwa Bio Lan Limited is scheduled for
hearing before the High Court of Hong Kong on May 28, 2003 at
10:00 in the morning.

The petition was filed with the court on April 4, 2003 by Shih
Chin Chao of Room 515, Shing Wai House, Sun Tin Wai Estate,
Shatin, New Territories, Hong Kong.


PCCW LIMITED: Confirms Discussion With Mr. Jack So
--------------------------------------------------
PCCW Limited notes press speculation that Mr. Jack So Chak-kwong
is to join the Company.

The Company confirms that it is in discussion with Mr. So with a
view to his joining the Company as a member of senior
management. At present, no contract has yet been entered into by
Mr. So and the Company.

Further announcements will be made if and when appropriate.

Wrights Investors' Service reports that at the end of 2002, the
company had negative common shareholder's equity of -HK$5.92
billion. It also reported losses during the previous 12 months
and has not paid any dividends during the previous 6 fiscal
years.


SOUNDWILL HOLDINGS: Parallel Trading Ends Thursday
--------------------------------------------------
Market participants are requested to note the parallel trading
in the ordinary shares of Soundwill Holdings Limited (SOUNDWILL
HOLD) will cease after the close of business on Thursday,
15/05/2003.

As from the close of business on that day, the counter for
trading in the consolidated shares (stock code: 2927) of
SOUNDWILL HOLD as represented by old share certificates will be
withdrawn and trading in the shares of SOUNDWILL HOLD will only
be under the following arrangements:

Stock Code  Stock Short Name     Board Lot    Certificate Color
----------  ----------------    ---------     ----------------
878         SOUNDWILL HOLD       2,000 shares       Pink

On March 13, the Troubled Company Reporter - Asia Pacific
reported that the Company proposed Capital Reorganization, which
comprises Issued Share Consolidation, Capital Reduction, and
Authorized Share Consolidation.

The Group has been operating at a loss and the net loss of the
Group for the financial year ended 31st December 2001 amounted
to HK$237,830,000.00. The accumulated losses of the Group as at
31st December 2001 was HK$1,314,567,000.00 and that as at 30th
June 2002 was HK$1,409,669,000.00. In order to reduce the
accumulated losses of the Group, the Board proposes that the
entire amount credited to the contributed surplus account of the
Company arising from the Capital Reorganization Proposals will
be applied to partially eliminate the accumulated losses of
Group as at the date when the Capital Reorganization Proposals
becoming effective.


VALUEFLASH (HONG KONG): Winding Up Hearing Scheduled
----------------------------------------------------
The High Court of Hong Kong will hear on May 28, 2003 at 10:00
in the morning the petition seeking the winding up of Valueflash
(Hong Kong) Limited.

Yeung Yuet Mui of Flat I, 13th Floor, Yuet Ming Building, 129
King's Road, North Point, Hong Kong the petition on April 4,
2003.  Tam Lee Po Lin, Nina represents the petitioner.

Creditors and other interested parties are encouraged to attend
the hearing.  They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.


=================
I N D O N E S I A
=================


ARIA WEST: Creditors to Provide 50% Haircut
-------------------------------------------
The creditors committee and the shareholders of PT Ariawest
International (AWI) have reached a preliminary debt
restructuring agreement with the interest haircut of around 50-
60 percent, Bisnis Indonesia reported Monday.

"The preliminary agreement between the creditors committee and
the shareholders of AWI is a positive thing. After that, the
agreement will be brought into the creditors for approval," said
an unnamed Bisnis source, adding that the maturity of the core
debt of AWI was extended to 2007.

AWI entered a buyout agreement with PT Telkom on May 8, 2002 for
a cash consideration of US$363 million, comprising the Company's
debt value that will be restructured and bear by Telkom before
the closing of the conditional sales and purchase agreement
(SPA) in August 2002.

Presently, the conditional SPA could not be closed since
no debt restructuring agreement has been reached between AWI's
creditors and shareholders.

Chief Director of Telkom Kristiono said the creditors and the
shareholders had, indeed, reached an agreement on the main
points of the debt restructuring.

"AWI will deal with Telkom after the legal issue is finished.
Judging from the situation, I think it can be closed in the near
time," Kristiono said, adding that closing of the buyout
transaction had entered the final negotiation between the
shareholders and creditors.

Since April 30, 2002, the Company's defaulted loan status was
estimated to be US$291 million.


* S&P Take Various Rating Actions on Indonesian Banks
-----------------------------------------------------
Standard & Poor's Ratings Services on Monday raised its
counterparty credit ratings to 'B/Stable/B' from 'B-/Stable/C'
on the following Indonesian banks: P.T. Bank Mandiri (Persero)
(Bank Mandiri); P.T. Bank Negara Indonesia (Persero) Tbk. (Bank
BNI); and P.T. Bank Danamon Indonesia Tbk. (Bank Danamon)

At the same time, Standard & Poor's raised it public
information rating on P.T. Bank Central Asia (BCA) to 'Bpi' from
'CCCpi'.

In addition, Standard & Poor's assigned its 'CCCpi' rating to
P.T. Bank Internasional Indonesia Tbk. (Bank BII) and affirmed
its 'CCCpi' ratings on Lippo Bank Tbk (P.T.), Bank Permata Tbk
(P.T.), P.T. Bank Rakyat Indonesia (Persero), P.T. Bank Tabungan
Negara (Persero), and P.T. Bank Pan Indonesia Tbk.

The upgrades recognize that improvement in Indonesia's
economy since the financial crisis in 1997-1998, albeit at a
mixed pace, has increasingly enhanced the operating environment
for Indonesia's banks, and more particularly for the country's
leading banks. In addition, the strengthened credit profile of
the Indonesian government improves the asset quality of
Indonesia's banks, given that government bonds continue to form
a substantial part of the banks' asset book. Nevertheless, the
major banks are still subject to the risks associated with
operating in a highly indebted and still-developing country,
with an uncertain policy environment and limited fiscal
flexibility. Standard & Poor's considers that although the risk
of system wide foreign exchange controls being imposed is not
immaterial in Indonesia, this risk is consistent with a 'B'
rating.

Due to limited information on most of the 'pi' rated banks,
Standard & Poor's affirmed its ratings on these entities.
However, the situation will continue to be reviewed.

Indonesia's banking industry is expected to remain highly
challenging, although the major banks, such as Bank Mandiri,
Bank BNI, Bank Danamon, and BCA, will fare better than their
smaller competitors. The majors' advantage lies in  their large
distribution networks, which means they are much better
positioned to benefit from strengthening economic activity,
particularly in financing export-related and small and midsize
enterprises sectors. A positive development has been the likely
injection of additional management expertise into the banking
sector following the Indonesian government's privatizations,
over the past few years, of banks nationalized during the Asian
crisis. Notable privatizations include Farallon Capital's, a
U.S. investment firm, acquisition of 51% of BCA; Commerce-Asset
Holdings Berhad of Malaysia's acquisition of 51% of P.T. Bank
Niaga; and the recent naming by the Indonesian government of the
Temasek Holdings Pte. Ltd., a Singapore government investment
vehicle, and Deutsche Bank consortium as preferred bidder for
the 51% acquisition of Bank Danamon.

The stable outlook on the counterparty credit ratings is line
with the outlook on Standard & Poor's long-term credit rating on
the Indonesian government. This reflects the indirect
constraints that the fiscal health of the government places on
the economy and in turn the banks. Nevertheless, Standard &
Poor's expects the credit profiles of Bank Mandiri, Bank BNI,
and Bank Danamon to continue to demonstrate gradual improvement,
in particular in the areas of asset quality, profitability
and capitalization against the backdrop of slowly improving
economic conditions and the banks' own restructuring efforts.

The issue ratings on BNI and Bank Mandiri were also raised one
notch.


=========
J A P A N
=========


AUTHEMI.CO: Computer Game Maker Enters Bankruptcy
-------------------------------------------------
Authemi.co has been declared bankrupt, according to Tokyo Shoko
Research Limited. The computer game maker located at Obihiro-
shi, Hokkaido, Japan has 10 million yen in capital against total
liabilities of 7.3 billion yen.


ALL NIPPON: Ties Up With Virgin Atlantic
----------------------------------------
All Nippon Airways Co. (ANA) and Britain's Virgin Atlantic
Airways Ltd. have agreed to mutually promote their frequent
flyer programs, Kyodo News said on Tuesday. The agreement will
take effect on June 1 and members of the programs will get
frequent flyer miles when they use flights of both AMA and
Virgin Atlantic.

Due to the slump in international travel, largely caused by the
severe acute respiratory syndrome (SARS) scare, All Nippon
Airways, along with another Japanese carrier, has asked the
Development Bank of Japan for financial aid similar to those
granted to U.S. counterparts, the Troubled Company Reporter-Asia
Pacific reported recently.

The Financial Times says it is not yet clear how much money the
carriers are asking or in what form the aid will be packaged.
The British paper identified Japan Airlines System as the other
carrier also seeking financial help from the bank.


FUJITSU LIMITED: Enters Global Partnership With Red Hat
-------------------------------------------------------
Fujitsu Limited and Red Hat signed a global partnership
agreement to technically enhance and market Red Hat Enterprise
Linux solutions for enterprise customers running mission-
critical applications on Fujitsu's Intel-based servers powered
by Intel(R) Xeon(TM) and Itanium(R) processors. The agreement
significantly expands the scope of the companies' cooperative
relationship to date.

According to the terms of the agreement, Fujitsu and its
principal subsidiaries and affiliates, including Fujitsu Siemens
Computers, become Premier partners for the fulfillment and
service of the complete Red Hat Enterprise Linux line of
solutions on Fujitsu's Intel-based PRIMERGY servers worldwide.
The parties will collaborate in software development, marketing,
sales, delivery, and support efforts to optimize Red Hat
Enterprise Linux for mission-critical use on Fujitsu hardware.
Fujitsu also plans to work to ensure that all its enterprise
applications are compatible with the Red Hat Enterprise Linux
platform, so that customers will have the benefit of running a
fully integrated solution from Red Hat and Fujitsu.

In addition, as part of their partnership, Fujitsu and Red Hat
will create joint engineering teams at various Red Hat locations
who will work together to reinforce mission-critical features
and functionality of Linux for enterprise systems.

Red Hat Enterprise Linux AS was first in Red Hat's line of
enterprise solutions. Released in May of 2002, Red Hat
Enterprise Linux AS has been widely adopted in mission-critical
infrastructure. Quarter over quarter, sales of Red Hat
Enterprise Linux AS increased by 38 percent in Red Hat's fiscal
fourth quarter, which ended February 28, 2003. Recently Red Hat
introduced Red Hat Enterprise Linux ES and WS for use on
departmental servers and technical workstations.

"Fujitsu is recognized as a global technology leader in the
enterprise market," said Kevin Thompson, CFO of Red Hat.
"Customers in all regions will benefit from the robust,
enterprise solutions Red Hat and Fujitsu will build together."

Fujitsu, a global leader in large-scale, mission-critical
computing platforms, has been offering Red Hat Linux solutions
worldwide on its Intel-based PRIMERGY servers since March 2001.
Leveraging its expanded collaboration with Red Hat, Fujitsu
plans to make enhanced Red Hat Enterprise Linux solutions
available on its high-end Intel Xeon and Itanium processor
family-based Linux servers currently under development.

"The global partnership we are announcing today marks not only a
significant milestone in our growing relationship with Red Hat
but also an important step in the development of our high-end
Linux solutions," said Akira Yamanaka, group senior Vice
President, Enterprise Systems Group, Fujitsu Limited. "Through
this expanded collaboration with Red Hat, Fujitsu will be able
to Provide customers worldwide with the most advanced mission-
critical Linux computing solutions."

"Today's announcement boosts Intel and Fujitsu's joint effort to
develop new mainframe-class Intel-based Linux servers," said
Mike Fister, senior Vice President and general manager, Intel
Enterprise Platforms Group. "The partnership between Fujitsu and
Red Hat will benefit Linux customers with enhanced reliability,
functionality and performance for mission-critical Intel Xeon
and Itanium-based servers."

"Oracle is seeing Linux become increasingly important in
enterprise data centers, and the strategic partnership between
Fujitsu and Red Hat brings an expansion of Linux offerings to
customers worldwide," said Dave Dargo, Vice President, Linux
Program Office at Oracle Corp. "Oracle's products already
support Fujitsu's high-performance and high-reliability server
business on a global basis and we look forward to working with
Fujitsu to promote Oracle9i Real Application Clusters as a key
technology for delivering mission-critical systems on Linux."

"VERITAS, Fujitsu, and Red Hat's missions are to Provide
customers with best of breed solutions for enterprise
computing," said Kevin Reinis, Vice President of business
development and strategic alliances, VERITAS Software. "VERITAS
high availability, data protection, and storage management
products, running on Red Hat Linux, combined with Fujitsu's
high-performance servers Provide our customers with a robust,
interoperable Linux platform for their most demanding enterprise
applications."

About Red Hat
Red Hat is the world's premier open source and Linux Provider.
Red Hat is headquartered in Raleigh, N.C. and has offices
worldwide. For more information visit www.redhat.com.

About Fujitsu Limited

Fujitsu is a leading Provider of customer-focused IT and
communications solutions for the global marketplace. Pace-
setting technologies, high-reliability/performance computing and
telecommunications platforms, and a worldwide corps of systems
and services experts make Fujitsu uniquely positioned to unleash
the infinite possibilities of the broadband Internet to help its
customers succeed. Headquartered in Tokyo, Fujitsu Limited
(TSE:6702) reported consolidated revenues of 4.6 trillion yen
(about US $38 billion) for the fiscal year ended March 31, 2003.
For further information, please visit the Fujitsu Limited home
page at: www.fujitsu.com/

Contact:
Fujitsu Limited
Bob Pomeroy, Minoru Sekiguchi, Nancy Ikehara
pr@fujitsu.com
+81-3-3215-5259


HASHIZUME KOMUTEN: Construction Firm Enters Rehab Proceedings
-------------------------------------------------------------
Hashizume Komuten, K.K., which has total liabilities of
5 billion yen against a capital of 70 million yen, recently
applied for civil rehabilitation proceedings, according to Tokyo
Shoko Research. The construction and civil engineering firm is
located in Fukuoka-shi, Fukuoka, Japan.


NIKON CORPORATION: Widens FY02 Net Loss to Y8.14B
-------------------------------------------------
Camera maker Nikon Corporation booked a net loss of 8.14 billion
yen this year, versus a loss of 6 billion yen a year earlier,
Japan Times reported Tuesday. The Company attributed the loss to
as a result of the stagnant market for semiconductor-related
products. On a pretax basis, Nikon posted a loss of 6.74 billion
yen after a logging a profit of 12.21 billion yen the previous
year. Group sales decreased 2.9 percent to 468.96 billion yen.

Wright Investor's Service said during the 12-month period ending
September 30, 2002, the Company reported losses of 33.85 per
share. This implies that the management likely believes that the
company will return to profitability soon.


SEGA CORP.: US Unit Partners With Tiger Hill Entertainment
----------------------------------------------------------
Tiger Hill Entertainment and SEGA(R) of America, Inc. have
entered into a multi-year partnership to co-create and publish
viao games based on original and existing John Woo and SEGA
properties. The formation of Tiger Hill Entertainment and its
partnership with SEGA marks the first time a film maker and viao
game developer will simultaneously collaborate on original
properties to be developed into viao games, as well as
potentially expand into other forms of mainstream entertainment
including film, comic books and toys.

"Interactive entertainment has quickly become a mainstay in the
entertainment industry," said John Woo. "With games being
cinematic by nature, it only makes sense to bridge the gap
between film maker and game developer to deliver the ultimate
action/adventure gaming experience. The formation of Tiger Hill
Entertainment and the Company's partnership with viao game
industry veteran SEGA will deliver that experience."

"John Woo's incredible sense for action films and his deep story
telling abilities combined with SEGA's innovative approach to
game development will help shape the future of action/adventure
games in this industry," said Shinobu Toyoda, executive Vice
President of content strategy and business development, SEGA of
America, Inc.

John Woo is best known for A Better Tomorrow, Hardboiled,
Face/Off, Mission Impossible 2 and many other award winning
action/adventure films. Tiger Hill Entertainment is
headquartered in Santa Monica, California, and is lead by Brad
Foxhoven, President, and Lori Tilkin, Vice President. Tiger Hill
Entertainment also plans to expand within the comic book and toy
industries in near the future.

The Endeavor Games Group along with Tom Hansen and Stewart
Brookman of Hansen, Jacobson, et. al., and Keith Boesky of
Boesky & Company represented Tiger Hill Entertainment in the
deal.

About Tiger Hill Entertainment:

Tiger Hill Entertainment creates, develops and produces original
content for various facets of the entertainment industry, and
more specifically viao games, comic books and toys, with the
intention of taking such content to film and television. Such
content is based on ideas and concepts from acclaimed film
director John Woo, along with his producing partner, Terence
Chang, and other top creative talent. Tiger Hill is based in
Santa Monica, California and is located on the Web at
www.tigerhillgames.com.

About SEGA

SEGA(R) of America, Inc. is the American arm of Tokyo, Japan-
based SEGA Corporation, a worldwide leader in interactive
entertainment both inside and outside the home. The Company
develops, publishes and distributes interactive entertainment
software products for a variety of hardware platforms including
PC, wireless devices, and those manufactured by Nintendo,
Microsoft and Sony Computer Entertainment Inc. SEGA of America's
Web site is located at www.SEGA.com.

Bloomberg says Sega Corporation has been bleeding since 1998.
Its shares have also fallen by three quarters in the last year
and the game maker had almost JPY80 billion in interest-bearing
debt at the end of March.

CONTACTS:

Tiger Hill Entertainment
Nemiko Inada, 310/315-1007
ninada@tigerhillgames.com
or
Access Communications for SEGA
415/904-7070
sega@accesspr.com


VITEC CO.: JCR Downgrades Rating to BB-
---------------------------------------
Japan Credit Rating Agency (JCR) has downgraded the ratings on
the outstanding bonds of Vitec Co., Ltd. from BB to BB-.

Issues: Amount (bn) Issue Date Due Date Coupon
Callable convertible bonds no.1 Y5 Mar. 15, 2001 Mar. 31, 2005
0.1 percent

RATIONALE:

Vitec is one of the major three Sony-affiliated electronics
traders. Vitec announced the revision of earnings forecast for
fiscal 2002 ended March 31, 2003 on May 9, 2003. It is estimated
to have incurred a net loss of 3.25 billion yen. The estimated
loss was 1.85 billion yen before. The increase in the loss is
primarily due to additional write-offs of the receivables from
customers that are suffering from poor performance. The
deterioration in the operating performance will have significant
impact on the financials. While the loss impairs the capital,
the interest-bearing debt remains large. Improvement in the
financial structure is a pressing issue to be addressed.


* S&P Unveils Bill Revising Insurance Business Law
--------------------------------------------------
Standard & Poor's Ratings Services said that any reduction in
guaranteed yield payments to policyholders by life insurance
companies would have only limited effectiveness in relieving
troubled insurers, and is likely to accelerate the flight to
quality by consumers.

A bill to revise the Insurance Business Law is reportedly to be
submitted to the Japanese Diet shortly, which would allow life
insurance companies to cut guaranteed yield payments to
policyholders before a life insurer officially filed for
bankruptcy. The bill is also likely to affect the current
subordination status of subordinated debt that has been included
in the Japanese life insurers' capital by Standard & Poor's. If
the revision allows life insurers to reduce their obligations to
policyholders before they exhaust their subordinated debt,
Standard & Poor's may revise its consideration of this type of
debt as capital.

Furthermore, Standard & Poor's would consider any reduction in
guaranteed yields as a default on its contractual obligations
with policyholders, and would lower the rating on the insurer to
'D' or 'SD' (selective default).

LIMITED EFFECTIVENESS OF LOWERING GUARANTEED YIELDS

Standard & Poor's has repeatedly pointed out that while the
negative spreads exert major pressure on insurers' financial
profiles, they are not the only factor. Even if a life insurer
could reduce its negative spreads by lowering guaranteed yields,
the insurer would continue to be strongly pressured by
substantial erosion of its asset quality due to sharp falls in
stock and land prices. The trend among consumers to rely less on
life insurance, as seen in the continued reduction in insurers'
business in force, is also likely to remain another major
pressure on insurers' financial profiles.

In addition, a reduction in guaranteed yields could spur an
increase in surrenders and a decrease in new business.
Reductions in guaranteed yields are only a partial remedy for
insurers under difficult financial conditions. Policyholders and
consumers, after learning of the extremely weak financial
profile of an insurer from its disclosed financial information,
may not regard the Company as a financially sound enterprise,
even though it succeeds in reducing its negative spreads by
cutting guaranteed yields. In these cases, any improvement in
the insurer's financial profile would be limited, or in fact
could even deteriorate further.

STATUS OF KIKIN AND SUBORDINATED LOANS UNCLEAR

The bill to revise the Insurance Business Law is likely to
include a new method to allow insurers to reduce their kikin
obligations (a form of subordinated debt, unique to the Japanese
mutual life insurers, which is treated as capital under current
regulations), mainly to banks. According to current
rehabilitation procedures, policyholders are the lien creditors
and would not suffer losses until the Company's kikin and
subordinated debt were exhausted. In a comparison of the impact
on creditors, a reduction in guaranteed yields before a
bankruptcy filing appears to be more disadvantageous to
policyholders.

At the same time, imposing losses on policyholders even before
the kikin and subordinated debt are exhausted would raise
further questions about a life insurer's capital. Standard &
Poor's has regarded kikin funding as a type of debt mainly
because the life of kikin is very short. At the same time,
subordinated debt has been regarded as a part of capital if it
satisfies certain conditions, such as the maturity of the debt
and the inclusion of an interest payment deferral clause,
because subordinated debt can serve as a buffer to protect
policyholders from losses. However, if the revised law allows
insurers to reduce their guaranteed yields before filing for
bankruptcy and imposes losses on policyholders without
exhausting the insurer's subordinated debt, Standard & Poor's
would need to reconsider the appropriateness of regarding this
type of debt as capital.

FLIGHT TO QUALITY TO ACCELERATE INDUSTRY POLARIZATION

Standard & Poor's expects that only life insurers with seriously
weak financial profiles would apply for a reduction in
guaranteed yields. Media reports indicate that implementing a
reduction in guaranteed yields would require ratification by a
special resolution at a meeting of representative policyholders
and only after a period for policyholders to file objections.
Should an insurer fail to get approval, it is likely to be
extremely difficult for the insurer to maintain operations once
it has disclosed its severely weakened financial condition. In
this case, the insurer is likely to begin the process of filing
for court protection immediately. If there is a risk that the
reduction in guaranteed yields would not be approved, the life
insurer would need to prepare for the worst-case scenario before
applying for the reduction.

Meanwhile, policyholders and consumers are likely to focus more
intensely on life insurers' financial profiles, which will
increase the pace of the current flight to quality. As a result,
the financial profiles of life insurers will inevitably diverge.

As stated in its press release of Nov. 25, 2003, "Reduction in
Guaranteed Yields by Japan's Life Insurers Would be Viewed as
Default", Standard & Poor's will recognize any reduction in
guaranteed yields as a default on the insurer's contractual
obligations. Therefore, Standard & Poor's would lower its
counterparty rating on the insurer to 'D' or 'SD', and then
revise its rating upon reviews of the insurer's financial
profile.


=========
K O R E A
=========


HYNIX SEMICONDUCTOR: Analysts Expect W200B Loss in First Quarter
----------------------------------------------------------------
Two of five unnamed analysts said they expect Chartered
Semiconductor Manufacturing Ltd. to post a first-quarter loss of
more than 200 billion won ($167 million), Bloomberg reports.
Most analysts with ratings on Hynix don't compile quarterly
forecasts, citing a lack of information from the Company. Hynix
posted a net income of 35 billion won in 2001, its only three-
month profit since the third quarter a year earlier.

The chipmaker, whose lenders have bailed it out three times in
the past five years, has had to contend with a two-thirds drop
in prices since the middle of last year. Hynix must report
results to the Korea Stock Exchange by May 14.


SK CORPORATION:  Six-Year Jail Term Sought For Chairman
-------------------------------------------------------
The prosecution on Saturday demanded a six-year prison term for
the jailed SK Corporation Chairman Chey Tai-won on charges of
manipulating financial statements and engaging in illegal
insider trading, according to the Korea Times.

Chey was arrested in March for leading a round of window-
dressing and illegal stock transfers to tighten his grip on the
SK Group and inflate the group's earnings, thus undermining the
interests of SK shareholders. In a statement, Chey said he
deeply regrets his past actions and will do his utmost to help
his struggling Company if given a chance.

SK Group Chairman Sohn Kil-seung is also facing a five-year jail
term, while other eight SK executives arrested for similar
illegal business practices were given prison terms of between
two-and-a-half and six years.

DebtTraders reports that SK Corp.'s 7.500% bond due in 2006
(YUKO06KRN1) trades between 89.5 and 93. For real-time bond
pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=YUKO06KRN1


SK GLOBAL: Creditors Freeze New Debt Issuance
---------------------------------------------
Seven creditor banks of SK Global Co. decided to freeze new debt
issuance and call due the debts of all SK Group units, unless
the conglomerate presents a satisfying prescription to revive
the troubled trading firm, JoongAng Daily said on Monday.

Creditors estimated the Company's capital erosion at more than 4
trillion won ($3.3 billion). Its total assets are listed as 17
trillion won, and combined accounting irregularities are
estimated at 6 trillion won or more. SK Global's current
outstanding debt amounted to 15.4 trillion won for the fiscal
year 2002.

The accounting irregularities include 1.5 trillion won
questioned by prosecutors in March and a further 500 billion won
discovered in an audit of the firm's statement for the fiscal
year 2002. Creditors found a further 4 trillion won of
irregularities in a recent appraisal of the trading arm's
assets.


===============
M A L A Y S I A
===============


AMSTEEL CORPORATION: Trading Restriction Lifted
-----------------------------------------------
The Board is pleased to announce that Amsteel Corporation Berhad
has regularized its financial condition and no longer falls
under any of the criteria set out in paragraph 2.0 of the
Practice Note No. 4/2001 (PN4) and the Kuala Lumpur Stock
Exchange has by a letter dated 9 May 2003 reclassified the
Company from the "PN4 Condition" sector to the "Industrial
Products" sector to take effect from 9.00 am on Monday, 12 May
2003.


BRIDGECON HOLDINGS: Unit's Moratorium Period Extended for a Year
----------------------------------------------------------------
Bridgecon Holdings Berhad (Special Administrators Appointed)
informed that the moratorium period for Bridgecon Engineering
Sdn Bhd (Special Administrators Appointed), a wholly owned
subsidiary of the Company, has been extended by Pengurusan
Danaharta Nasional Berhad for another 12 months from 24th May
2003 to 23rd May 2004 pursuant to Section 41(3) of Pengurusan
Danaharta Nasional Berhad Act, 1998.


INNOVEST BERHAD: Monitoring Accountant Appointment Not Needed
-------------------------------------------------------------
Further to the announcement of Innovest Berhad on 8 May 2003,
the Board of Directors wishes to inform that the Company is not
required to appoint a monitoring accountant pursuant to
paragraph 6 of the Practice Note No. 4/2001 of the Listing
Requirements of Kuala Lumpur Stock Exchange.

The Board of Directors also wishes to announce that the Board is
in the midst of assessing options regarding the plans to
regularize Innovest Berhad Group's financial position.


L&M CORPORATION: Obtains SC Guidelines' Waiver
----------------------------------------------
As announced previously, RM36 million nominal value of the
Irredeemable Convertible Unsecured Loan Stock (ICULS) are
proposed to be distributed to the Creditors as part of the
settlement and compromise repayment under the Proposed Corporate
and Debt Restructuring Scheme (PCDRS). It has been proposed that
the ICULS shall be convertible into Itsucom Berhad (ITSB) Shares
on the basis of RM1.00 nominal value of ICULS for 1 new ITSB
Share. ITSB is the new company set up to take over the listing
status of L&M pursuant to the Proposed CDRS.

L & M Corporation (M) Bhd (Special Administrators Appointed),
through RHB Sakura Berhad, had applied to the Securities
Commission (SC) for a waiver from compliance with the
requirement of the SC Guidelines that the conversion price of
any convertible securities be fixed at a discount of not more
than 10% from the 5-day weighted average market price of the
underlying shares at a price-fixing date to be determined after
the receipt of the SC's approval as ITSB is currently unlisted.

In this regard, L&M is pleased to announce that the SC has, via
its letter dated 9 May 2003, granted a waiver to L&M from
compliance with the aforesaid SC Guidelines.

For more details on the Proposed CDRS, refer to the Troubled
Company Reporter - Asia Pacific Thursday, November 21, 2002,
Vol. 5, No. 231 issue.


LION GROUP: SC Extends GWRS Proposals Deadline to Oct 9
-------------------------------------------------------
The Boards of Directors of Lion Corporation Berhad (LCB), Lion
Industries Corporation Berhad, formerly known as Lion Land
Berhad, (LICB) and Amsteel Corporation Berhad (ACB)
jointly announced that following an application by LCB, LICB and
ACB, the Securities Commission has extended the deadline for
LCB, LICB and ACB to complete the following proposals
contemplated under the Corporate and Debt Restructuring
Exercises (GWRS) to 9 October 2003:

   a) For LCB, the proposed renounceable restricted offer for
sale of up to approximately 67.61 million shares in ACB by LCB
to the eligible shareholders of ACB;

   b) For LICB, the proposal by Amsteel Mills Sdn Bhd (AMSB) to
offer the AMSB's scheme creditors the opportunity to tender
their debts for cancellation by the AMSB's scheme companies in
consideration for shares in ACB and Lion Diversified Holdings
Berhad (formerly known as Chocolate Products (Malaysia) Berhad);
and

   c) For ACB, the proposed renounceable restricted offer for
sale of up to approximately 226.85 million shares in LCB by ACB
to eligible shareholders of LCB and the proposed issue of
approximately 251.92 million new 4« years warrants to
shareholders of ACB.

For further info on the GWRS, refer to the Troubled Company
Reporter - Asia Pacific Thursday, July 18, 2002, Vol. 5, No. 141
issue.


NCK CORPORATION: Posts Unit's Winding Up Petition Details
---------------------------------------------------------
NCK Corporation Berhad (Special Administrators Appointed), in
relation to the Kuala Lumpur High Court Winding Up Petition No.
D2-28-47-2003 The China Engineers (Malaysia) Sdn Bhd (The China
Engineers) VS One-Two Marketing (East Coast) Sdn Bhd (One-Two),
a subsidiary of NCK, wishes to announce the following:

   (a) The date of the presentation of the winding-up petition
and the date the winding-up petition was served on the listed
issuer, its subsidiary or major associated company, as the case
may be;

The China Engineers had on 9 May 2003 served an Order for
Winding-up on One-Two, a subsidiary of NCK.

   (b) The particulars of the claim under the petition,
including the amount claimed for under the petition and the
interest rate;

According to the Notice pursuant to Section 218 of the Companies
Act, 1965, One-Two has to pay RM284,578.84 being the judgment
sum, interest and costs as at 15 July 2002 under the Judgment
obtained against One-Two in the Sessions Court at Shah Alam via
Summons No. 2-52-5716-1998 dated 10 June 2002.

   (c) The details of the default or circumstances leading to
the filing of the winding-up petition against the listed issuer,
its subsidiary or major associated company, as the case may be;

The Notice was served on 16 July 2002 which required One-Two to
pay The China Engineers within twenty-one (21) days from the
receipt of the Notice, failing which One-Two shall be deemed to
be unable to pay the debts and appropriate action will be taken
for the winding-up of One-Two. However, One-Two was not able to
pay The China Engineers as there were insufficient funds and
this has lead to the filing of the winding-up petition against
One-Two.

   (d) Where winding-up is commenced against a subsidiary or
major associated company, the total cost of investment in such
subsidiary or major associated company;

The total cost of investment in One-Two is RM180,000.00.

   (e) The financial and operational impact of the winding-up
proceedings on the group;

The winding-up proceedings does not have any operational or
financial impact on the group as One-Two ceased its business
operations since financial year ended 30 June 2000.

   (f) The expected losses, if any arising from the winding-up
proceedings; and

Other than the non recoverability of outstanding inter company
loans totaling RM123,063 made to One-Two, the group is not
likely to incur further losses arising from the winding-up
proceedings.

   (g) The steps taken and proposed to be taken by the listed
issuer in respect of the winding-up proceedings.

There were no steps taken in respect of the winding-up
proceedings.


OLYMPIA INDUSTRIES: Proposes Scheme Revision, Waiver
----------------------------------------------------
Further to the earlier announcements made by Alliance Merchant
Bank Berhad (Alliance), on behalf of the Board of Directors
(Board) of Olympia Industries Berhad, on 13 March 2003 and 19
March 2003, respectively, in relation to the proposed revision
to the profit guarantee (Proposed Revision) and proposed waiver
relating to the encumbrance on P.T. No. 242, Town of Petaling
Jaya, District of Petaling, Selangor which is currently owned by
Harta Sekata Sdn Bhd (HSSB) (Proposed Waiver) in relation to the
Proposed Restructuring Scheme, Alliance, on behalf of the Board,
wishes to announce that the Securities Commission (SC), had via
its letter dated 7 May 2003 (Approval Letter), which was
received by Alliance on 8 May 2003, approved the Proposed
Revision and Proposed Waiver as set out below.

DETAILS OF THE PROPOSED REVISION AND PROPOSED WAIVER

The SC has approved the Proposed Revision and Proposed Waiver as
proposed by OIB as follows:

(a) Proposed Revision

As previously approved
The profit guarantee for the three (3) financial years ending 30
June 2005, which was proposed to be given by Kenny Height
Developments Sdn Bhd (KHD) for the Bandar Sri Duta project, was
to be based on profit before tax.

As varied
The profit guarantee for the three (3) twelve (12) month periods
from the completion date of the proposed acquisition of four (4)
parcels of land measuring 32.30 acres on Lot 21759-21762, Mukim
Batu, District of Kuala Lumpur, Wilayah Persekutuan (Proposed
KHD Land Acquisition) which is proposed to be given by KHD for
the Bandar Sri Duta project, is to be based on profit before
tax.

(b) Proposed Waiver

Waiver from the SC's condition in its approval letter dated 8
March 2002 that the proposed acquisition of HSSB is to be
implemented only if all land held by HSSB are free of any
demand, charge, lien, caveat, encumbrances and equity.
However, the approval of the SC is subject to the following
conditions:

   (i) The revised profit guarantee period is required to be
extended to the fourth twelve (12) month period from the
completion date of the Proposed KHD Land Acquisition, to achieve
the total profits before tax which was guaranteed originally;
and

   (ii) The details of the revised profit guarantee are to be
disclosed fully in the circular to the shareholders and
prospectus of OIB.

   (iii) The details of the encumbrances on P.T. No. 242, Town
of Petaling Jaya, District of Petaling, Selangor and
justification for the proposed acquisition of HSSB together with
the encumbrances are to be disclosed fully in the circular to
the shareholders and prospectus of OIB.

The other terms of approval of the Proposed Restructuring Scheme
in the SC's letters dated 8 March 2002 and 25 March 2003 and as
announced on 11 March 2002 and 27 March 2003, respectively, are
retained. The Proposed Restructuring Scheme (which reflects the
Proposed Revision and Proposed Waiver) is still subject to the
approval of the shareholders of OIB at an extraordinary general
meeting to be convened and any other relevant authorities.


PAN MALAYSIAN: May 26 EGM Scheduled
-----------------------------------
On behalf of Pan Malaysian Industries Berhad, PM Securities Sdn
Bhd hereby announces the Notice of Extraordinary General Meeting
of PMI as follows:

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of
Pan Malaysian Industries Berhad will be held at Crystal
Ballroom, Corus hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala
Lumpur on 29 May 2003 at 9:00 a.m. for the purpose of
considering, and if thought fit, passing the following
resolutions:

SPECIAL RESOLUTION 1 - PROPOSED AMENDMENTS TO ARTICLE 136 OF THE
ARTICLES OF ASSOCIATION OF PAN MALAYSIAN INDUSTRIES BERHAD (PMI
OR THE COMPANY)

"THAT, subject to the passing of Ordinary Resolutions 1 to 4,
existing Article 136 of the Company's Articles of Association be
deleted in its entirety and that the following new Article 136
and Article 136A be adopted in place thereof:

"136. Any general meeting may resolve that any monies,
investments or other assets forming part of the undivided
profits of the Company standing to the credit of any of the
Company's reserve accounts (including share premium account and
any capital redemption reserve funds), or in the hands of the
Company and available for dividend or representing premiums
received on the issue of Shares and standing to the credit of
the share premium account be capitalized and distributed amongst
such of the shareholders as would be entitled to receive the
same if distributed by way of dividend and in the same
proportions on the footing that they become entitled thereto as
capital and that all or any part of such capitalized fund be
applied on behalf of such shareholders in paying up in full
either at par or at such premium as the resolution may provide,
any unissued Shares or debentures of the Company which shall be
distributed accordingly or in or towards payment of the uncalled
liability of any issue of Shares or debentures, and that such
distribution or payment shall be accepted by such shareholders
in full satisfaction of their interest in the said capitalized
sum.

136A. The aforesaid Article 136, may upon recommendation of the
Directors, benefit Qualifying Members only in the proportions to
which those members are entitled pursuant to a resolution of the
Company to that effect. For the purpose of this Article,
"Qualifying Members" refer to (a) members, who pursuant to a
renounceable rights issue by the Company, have subscribed for
shares in the Company and (b) in the case of renouncees who are
non-members, those who have subscribed for shares in the Company
renounced to them, and (c) underwriters, who have been allotted
with the said shares and registered as members of the Company."

ORDINARY RESOLUTION 1- PROPOSED INCREASE IN AUTHORISED SHARE
CAPITAL OF THE COMPANY

"THAT, subject to the passing of Special Resolution 1 and
Ordinary Resolutions 2, 3 and 4, the authorized share capital of
the Company be increased from RM2,000,000,000 comprising
4,000,000,000 ordinary shares of RM0.50 each to RM3,000,000,000
comprising 6,000,000,000 ordinary shares of RM0.50 each by the
creation of an additional 2,000,000,000 new ordinary shares of
RM0.50 each."

ORDINARY RESOLUTION 2- PROPOSED RENOUNCEABLE RIGHTS ISSUE

"THAT conditional upon the passing of Special Resolution 1 and
Ordinary Resolutions 1, 3 and 4, and subject to the approvals of
all relevant authorities and the approval-in-principle of the
Kuala Lumpur Stock Exchange (KLSE) for the listing of and
quotation for all the new ordinary shares to be issued under the
Proposed Rights Issue, the Directors of the Company be and are
hereby authorized to allot and issue up to:

   (a) 864,243,670 new ordinary shares of RM0.50 each in PMI
(Rights Shares) on the basis of two (2) Rights Shares for every
five (5) existing ordinary shares held; or

   (b) 864,243,671 new ordinary shares of RM0.50 each in PMI on
the basis of three (3) Rights Shares for every ten (10) existing
ordinary shares held; or

   (c) 733,816,125 new ordinary shares of RM0.50 each in PMI on
the basis of one (1) Rights Share for every four (4) existing
ordinary shares held;

whichever the case may be, the final basis of allotment of which
will be determined later depending on the number of Warrants
exercised on or before the entitlement date at an issue price to
be determined later by way of provisional allotment to the
registered shareholders of the Company whose names appear in the
Record of Depositors and/or Register of Members at the close of
business on a date to be determined by the Directors as they may
deem fit and expedient (Proposed Rights Issue) and that such new
ordinary shares to be issued pursuant to the Proposed Rights
Issue shall be entitled to the Bonus Shares to be issued under
the Proposed Bonus Issue as defined in Ordinary Resolution 3
below and shall, upon allotment and issue, rank pari passu in
all respects with the existing ordinary shares of the Company,
save and except that they shall not be entitled to any
dividends, or other distributions, the entitlement date (namely
the date as at the close of business on which the shareholders
must be registered in order to be entitled to any dividends,
rights, allotments and/or other distributions) of which is prior
to the date of allotment of the new ordinary shares AND THAT no
documents relating to the Proposed Rights Issue (including the
Abridged Prospectus, notice of provisional allotment and rights
subscription form) be issued or sent to shareholders having
registered addresses outside Malaysia and who have not provided
an address in Malaysia at which documents pertaining to the
Proposed Rights Issue may be delivered to them at the close of
business on a date to be determined and announced later by the
Directors of the Company AND FURTHER THAT the proceeds arising
from the Proposed Rights Issue are to be utilized in the manner
as set out in Section 8.1 of the Circular to Shareholders dated
6 May 2003 of the Company AND THAT the Directors of the Company
be and are hereby authorized to give effect to the Proposed
Rights Issue with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may
be required by any relevant authorities and to deal with all
matters relating thereto and to take all steps and do all acts
and things in any manner as they may deem necessary or expedient
to give effect to the Proposed Rights Issue."

ORDINARY RESOLUTION 3 - PROPOSED BONUS ISSUE

"THAT conditional upon the passing of Special Resolution 1 and
Ordinary Resolutions 1, 2 and 4, and subject to the approvals of
all relevant authorities and the approval-in-principle of the
KLSE for the listing of and quotation for the new ordinary
shares to be issued hereunder, authority be and is hereby given
to the Directors of the Company to capitalize a sum of up to
RM388,909,651.50 from the Company's share premium account and
that the same be applied in making payment in full at par of up
to 777,819,303 new ordinary shares of RM0.50 each (Bonus Shares)
in the capital of the Company, and to allot and distribute the
Bonus Shares as fully paid-up to members who pursuant to the
Proposed Rights Issue, have subscribed for shares in the Company
and in the case of renouncees who are non-members, those who
have subscribed for shares in the Company pursuant to the
Proposed Rights Issue, on the basis of nine (9) new ordinary
shares of RM0.50 each for every ten (10) Rights Shares
subscribed pursuant to the Proposed Rights Issue (Proposed Bonus
Issue), fractions of new ordinary shares to be disregarded and
that such new ordinary shares which represent fractional
interests shall be dealt with by the Board of Directors of the
Company in such manner as they may deem fit and that such new
ordinary shares shall not be entitled to the Proposed Rights
Issue and shall upon allotment and issue, rank pari passu in all
respects with the existing ordinary shares of the Company, save
and except that they shall not be entitled to any dividends
and/or distributions which may be declared for any record date
that is prior to the allotment date of the new ordinary shares
AND THAT the Directors be and are hereby authorized to give
effect to the Proposed Bonus Issue with full powers to assent to
any conditions, modifications, variations and/or amendments as
may be required by the relevant authorities and to do such acts
as they may consider necessary or expedient to give effect to
the Proposed Bonus Issue."

ORDINARY RESOLUTION 4 - PROPOSED ADOPTION OF ALTERNATIVE
FORMULAE FOR THE ADJUSTMENT TO THE EXERCISE PRICE AND NUMBER OF
WARRANTS OF PMI CONSEQUENT TO THE PROPOSED RIGHTS ISSUE AND
PROPOSED BONUS ISSUE

"THAT conditional upon the passing of Special Resolution 1 and
Ordinary Resolutions 1, 2 and 3, the approval of KLSE for the
listing of and quotation for the new ordinary shares and
warrants to be issued hereunder, and pursuant to the provisions
under the Deed Poll dated 20 June 2000 executed by the Company,
constituting the Warrants, which term shall mean the existing
978,421,500 outstanding warrants 2000/2005 of the Company which
are exercisable into 978,421,500 new ordinary shares of RM0.50
each in the Company at an exercise price of RM0.58 per share
(Deed Poll), approval be and is hereby given to the Company to
adopt a new set of formulae as set out in Section 6 of the
Circular to Shareholders dated 6 May 2003 (Proposed Adoption of
Alternative Formulae) for the adjustments to the subscription
price and number of Warrants, if and whenever the Company:

   (i) makes any issue of shares to its shareholders by way of
capitalization of profits or reserves (whether of a capital or
income nature and including any share premium account and
capital redemption reserve fund) as provided in condition
5.2(ii) of the Deed Poll; and

   (ii) also concurrently makes any offer or invitation to its
shareholders whereunder they may acquire or subscribe for shares
by way of rights as provided in condition 5.2(iii)(2) of the
Deed Poll;

whereby such new formulae shall substitute the existing
adjustment formulae as provided in condition 5.2(iv) of the Deed
Poll in the event that the issue price for the new shares to be
issued pursuant to a proposed rights issue is fixed at a premium
above the weighted average market price of the Shares on the
KLSE for the five (5) consecutive market days immediately
preceding the date on which the capitalization of profits or
reserves; and offer or invitation referred above, as the case
may be, is publicly announced to the stock exchange; or (failing
such announcement), immediately preceding the date of the said
capitalization of profits or reserves; or as the case may be,
the offer or invitation, AND THAT the Directors of the Company
be and hereby authorized to give effect to the Proposed Adoption
of Alternative Formulae;

AND THAT the Directors of the Company be and are hereby
authorized to allot and issue, from time to time and for so long
as this approval remains in force, up to 251,594,100 additional
new Warrants in consequence of the Proposed Rights Issue and
Proposed Bonus Issue, and up to 251,594,100 new ordinary shares
of RM0.50 each (New Shares) arising from the exercise of the
aforesaid additional new Warrants at an exercise price as
adjusted above for each New Share in the unissued capital of the
Company pursuant to the Proposed Adoption of Alternative
Formulae consequent to the Proposed Rights Issue and Proposed
Bonus Issue currently undertaken by the Company; and

THAT the New Shares shall, upon allotment and issue, rank in all
respects pari passu with the then existing ordinary shares, save
and except that the New Shares shall not be entitled to any
dividends declared in respect of any preceding financial year
end of the Company irrespective of the exercise date of the new
warrants or for any interim dividends and/or any distributions
declared prior to the exercise date of the additional new
warrants nor shall the New Shares be entitled to any rights or
allotments declared or made where the entitlement date
(entitlement date means the date and time which the Record of
Depositors and/or Register of Members will be closed to
determine the entitlement of the shareholders of the Company to
the rights or allotments) is prior to the exercise date of the
additional new warrants; AND THAT the Directors of the Company
be and are hereby authorized to deal with all matters relating
thereto."


PARIT PERAK: Appoints KPMG as Independent Auditor
-------------------------------------------------
Further to the announcement dated 12 March 2003, Alliance
Merchant Bank Berhad in regards to the Proposal, which
collectively refers to:

   ú Proposed PPHB Acquisition;
   ú Proposed Liqua Acquisition;
   ú Proposed Buyback;
   ú Proposed Put and Call;
   ú Proposed Restricted Offer for Sale;
   ú Proposed Debt Settlement;
   ú Proposed Disposal;
   ú Proposed Placement;
   ú Proposed Transfer of Listing Status; and
   ú Proposed Waiver

On behalf of Parit Perak Holdings Berhad (Special Administrators
Appointed), announced that the Company had on 9 May 2003
appointed Messrs. KPMG as the independent audit firm to carry
out the investigative audit on the past losses incurred by PPHB
and its subsidiary companies.

The appointment of independent audit firm is one of the
conditions imposed by the Securities Commission in its approval
for the Proposals granted via its letter dated 10 March 2003.


RENONG BERHAD: Inks SA, LSSA, SPA to Facilitate Proposed Scheme
---------------------------------------------------------------
Renong Berhad refers to the announcement on 27 March 2003 on the
Heads of Agreement (HOA) entered into on the same day by Renong
with several parties as mentioned therein. Pursuant to the HOA,
Renong had proposed to undertake several proposals comprising
the Proposed Debt Restructuring, Proposed Renong Share Exchange
and Proposed Acquisitions (collectively hereinafter referred to
as the Proposed Renong Scheme).

On behalf of Renong, Commerce International Merchant Bankers
Berhad wishes to announce that further to the HOA entered into
between Renong and the parties therein, the following agreements
were entered into on 9 May 2003:

   (i) Second Supplemental Agreement For The Amendments To The
Global Bond Certificate And The Conditions (SA) between Renong
Debt Management Sdn Bhd, a subsidiary of Renong, and United
Engineers (Malaysia) Berhad (UEM) to amend the Global Bond
Certificate and terms and conditions of the RM8,197 million
nominal amount zero coupon redeemable secured guaranteed bond,
in relation to the Proposed Debt Restructuring subject to, inter
alia, the other components of the Proposed Renong Scheme
becoming unconditional;

   (ii) Listed Securities Swap Agreement (LSSA) between the
Company and UEM in relation to the Proposed Debt Restructuring;
and

   (iii) Sale and Purchase Agreement (SPA) between UEM and
Global Converge Sdn Bhd, a newly incorporated investment holding
company which will take over the listing status of Renong
pursuant to the Proposed Renong Share Exchange, in relation to
the Proposed Acquisitions.

The aforesaid definitive agreements were entered into to
facilitate the Proposed Renong Scheme and finalize the terms and
conditions thereof.

The SA, LSSA and SPA are available for inspection on Mondays to
Fridays (other than public holidays) at 2nd Floor, Bangunan
MCOBA, 42 Jalan Syed Putra, 50460 Kuala Lumpur for a period of
three (3) months from the date of this announcement.


REPCO HOLDINGS: SAs, Peluamas Face Writ, Statement of Claim
-----------------------------------------------------------
Repco Holdings Berhad (Special Administrators Appointed)
announces that one Fajar Jalurmas Sdn. Bhd. (Fajar) took out a
Writ and Statement of Claim dated 26th April 2003 (Proceedings)
against the Special Administrators of the Company, namely,
Kenneth Teh Ah Kiam and Chan Yim Fun (collectively known as SAs)
and Peluamas Sdn. Bhd. (Peluamas), a wholly owned subsidiary of
the Company.

Fajar is seeking inter alia to restrain the SAs and/or Peluamas
from proceeding with an on-going tender exercise to deal with
the entire shareholding of Peluamas (Peluamas Shares) and to
injunct the SAs from entering into any agreement for the
disposal of the Peluamas shares on the alleged ground that the
SAs have agreed to sell the Peluamas shares to Fajar. The SAs
and Peluamas deny this allegation and having sought legal
opinion, will defend this suit vigorously.

The Company has not been named as a party to the legal action
and the Company is of the view that the legal action has no
material impact on the earnings of the Company.


SATERAS RESOURCES: Proposes Restructuring Scheme
------------------------------------------------
On 23 February 2001, Sateras Resources (Malaysia) Berhad
announced that the Company is an affected listed issuer pursuant
to Practice Note 4/2001 (PN4/201) of the Kuala Lumpur Stock
Exchange (KLSE) Listing Requirements and is accordingly required
to comply with the requirements of PN4/2001. In this respect,
Sateras is required to make an announcement to the KLSE of its
plan to regularize the financial condition of the Company and
implement the said plan to ensure that the Company's shares will
not be delisted.

Further to the announcement on 10 April 2003, on behalf of the
Board of Directors of Sateras, Public Merchant Bank Berhad
(PMBB) is pleased to announce that the Company, Marina-Ace
Industries Sdn Bhd (Marina-Ace), Opal Pyramid Sdn Bhd (SPV) and
the Vendors of Ace as defined herein, had on 9 May 2003 entered
into a Definitive Agreement for the purposes of giving effect
and implement a proposed restructuring scheme to regularize the
financial condition of Sateras.

The proposed restructuring scheme involves, inter-alia, the
following:

   (i) Proposed acquisition of the entire 4,500,000 ordinary
shares of RM1.00 each in Ace Polymers (M) Sdn Bhd (Ace),
representing the entire issued and paid up share capital of Ace
from the Vendors of Ace, namely Haji Mohd Salleh bin Zakaria,
Wan Muhamad Ibrisam bin Wan Ibrahim and Said @ Shuaib bin Bakar
(collectively known as the "Vendors of Ace") for a purchase
consideration of RM140,000,000 by way of issuance of 140,000,000
new ordinary shares of RM1.00 each in Marina-Ace (Marina-Ace
Shares) (Proposed Acquisition of Ace);

   (ii) Proposed acquisition of the entire parcel of 61 years
leasehold land measuring 87,972 sq. ft. and a 6-storey
office/warehouse complex with 131 car parking bays erected
thereon located along Jalan 19/1, Section 19, Petaling Jaya
(Property) from Austral Amalgamated Properties Sdn Bhd (AAPSB)
for a purchase consideration of RM33,600,000 to be satisfied by
way of issuance of 9,000,000 new Marina-Ace Shares and
RM24,600,000 nominal value of zero coupon 3-years redeemable
convertible secured loan stocks (RCSLS) (Proposed Acquisition of
Property);

   (iii) Proposed scheme of arrangement between Sateras and its
shareholders under Section 176 of the Companies Act, 1965 (Act),
whereby the entire issued and paid-up share capital of Sateras
of RM200,840,538 comprising 200,840,538 ordinary shares of
RM1.00 each in Sateras (Sateras Shares) will be exchanged with
new 2,000,000 Marina-Ace Shares on the basis of one (1) Marina-
Ace Share for approximately every one hundred (100) existing
Sateras Shares (Proposed Share Exchange);

   (iv) Proposed debt settlement of debts owing by Sateras to
its creditors, which including inter-alia, creditors holding
corporate guarantee given by Sateras as at 31 March 2003 via a
proposed scheme of arrangement under Section 176 of the Act
(Proposed Debt Settlement);

   (v) Proposed offer for sale/placement of Marina-Ace Shares by
the Vendors of Ace to meet the public shareholding spread
(Proposed Offer for Sale/Placement);

   (vi) Proposed disposal of Sateras by Marina-Ace to SPV for a
purchase consideration of RM1.00 (Proposed Disposal); and

   (vii) Proposed de-listing of Sateras from the Official List
of the Main Board of the KLSE and the proposed listing of
Marina-Ace in place of Sateras on the Main Board of the KLSE
(Proposed Transfer Listing).

(items (i) and (vii) of the above are collectively known as the
"Proposed Restructuring Scheme")

In addition to the Definitive Agreement and as part of the
Proposed Restructuring Scheme, Marina-Ace had on 9 May 2003,
entered into the following conditional sale and purchase
agreements with the respective Vendors of Ace and AAPSB as part
of its plan to regularize the financial condition of Sateras
pursuant to the Proposed Restructuring Scheme:

   (i) A conditional Sale and Purchase Agreement to acquire
4,500,000 ordinary shares of RM1.00 each in Ace, representing
the entire equity interest in Ace for a total purchase
consideration of RM140,000,000 to be satisfied via the issuance
of 140,000,000 new Marina-Ace Share (SPA-Ace); and

   (ii) A conditional Sale and Purchase Agreement to acquire the
Property for a total purchase consideration of RM33,600,000 to
be satisfied via the issuance of 9,000,000 new Marina-Ace Shares
and RM24,600,000 RCSLS (SPA-Property).

Further details of the Proposed Restructuring Scheme are set out
in the ensuing paragraphs.

PROPOSED ACQUISITION OF ACE

Details of the Proposed Acquisition of Ace

On 9 May 2003, Marina-Ace had entered into a conditional share
sale agreement with the Vendors of Ace to acquire the entire
issued and paid-up share capital of Ace comprising 4,500,000
ordinary shares of RM1.00 each (Sale Shares) for a purchase
consideration of RM140,000,000 to be satisfied via the issuance
of 140,000,000 new Marina-Ace Shares at its par value of RM1.00
each.

Basis of arriving at the purchase price

The purchase consideration for the Proposed Acquisition of Ace
was arrived at on a "willing buyer-willing seller" basis after
taking into consideration of the historical and earnings
potential of Ace and its prospects.

Mode of satisfaction of the purchase consideration

The purchase consideration for the Proposed Acquisition of Ace
is to be satisfied by the issuance of 140,000,000 new Marina-Ace
Shares at par of RM1.00 each.

Ranking of the new Marina-Ace Shares to be issued

The new Marina-Ace Shares to be issued pursuant to the Proposed
Acquisition of Ace will upon allotment, rank pari passu in all
respects with the existing Marina-Ace Shares in issue then.

Status of sale shares

The Sale Shares shall be acquired free from all claims, charges,
liens, encumbrances and equities whatsoever together with all
rights attached thereto and all dividends, rights and
distributions declared paid or made in respect thereof after the
completion of the Proposed Acquisition of Ace.

Liabilities assumed

Save for the operational liabilities of Ace based on its latest
management accounts as at 31 December 2002, Marina-Ace will not
assume any further liabilities pursuant to the Proposed
Acquisition of Ace.

Profit guarantee

The Vendors of Ace will provide a profit guarantee of up to 90%
of the profit after tax for the three financial years ending to
31 December 2005, totaling approximately RM67,590,000.
Consequently, the Vendors of Ace will pledge approximately
67,590,000 Marina-Ace Shares for the profit guarantee and shall
be released in proportion upon satisfying the profit guarantee
for each financial year.

The other salient terms of the SPA-Ace

The other salient term of the SPA-Ace is that the Vendors of Ace
shall adhere to 50% moratorium imposed on the disposal of
Marina-Ace Shares issued to them pursuant to the Proposed
Acquisition of Ace for a period of one (1) year after the
listing of the Marina-Ace Shares.

Information on Ace

Ace was incorporated in Malaysia under the Act on 3 January 1995
as Compact First Sdn Bhd. Subsequently, it had on 13 April 1995
changed its name to it Ace Polymers (M) Sdn Bhd. It has an
authorized share capital of RM5,000,000 comprising 5,000,000
ordinary shares of RM1.00 each. The present issued and paid-up
share capital of Ace is RM4,500,000 comprising 4,500,000
ordinary shares of RM1.00 each.

Ace is principally involved in the manufacturing and trading of
plastic products. Its subsidiary companies are mostly involved
in the manufacturing and trading of auto parts.

A summary of the key financial information of Ace Group for the
past 5 financial period/years from 1998 to 2002 is set out in
Table 3.

PROPOSED ACQUISITION OF PROPERTY

Details of the Proposed Acquisition of Property

On 9 May 2003, Marina-Ace had entered into a conditional share
sale agreement with APPSB to acquire the entire parcel of 61
years leasehold land measuring 87,972 sq. ft. and a 6-storey
office/warehouse complex with 131 car parking bays erected
thereon located along Jalan 19/1, Section 19, Petaling Jaya for
a total purchase consideration of RM33,600,000 to be satisfied
by way of issuance of 9,000,000 Marina-Ace Shares and
RM24,600,000 RCSLS.

Basis of arriving at the purchase price

The purchase consideration for the Proposed Acquisition of
Property of RM33,600,000 was arrived at on a "willing buyer-
willing seller", representing a discount of RM3,400,000 from the
market value of RM37,000,000, as valued by Messrs MN Associates
Sdn Bhd on 16 April 2003 using the investment and comparison
method of valuation.

Mode of satisfaction of the purchase consideration

The purchase consideration for the Proposed Acquisition of
Property shall be satisfied as follows:

   (i) issuance of 9,000,000 new Marina-Ace; and

   (ii) issuance of RM24,600,00 RCSLS.

The salient terms of the RCSLS are set out in Table 1 below.

Ranking of the new Marina-Ace Shares to be issued

The new Marina-Ace Shares to be issued pursuant to the Proposed
Acquisition of Property will upon allotment, rank pari passu in
all respects with the existing Marina-Ace Shares in issue then.

Status of Property

The Property shall be acquired free from any charges,
encumbrances and liens.

Other salient terms of the SPA-Property

The other salient terms of the SPA-Property are as follows:

   (i) The chargee's approval for sale of the Property to
Marina-Ace to be procure by AAPSB;

   (ii) AAPSB shall have the absolute rights to renounce its
rights and entitlements of the Marina-Ace Shares and the
RM24,600,000 RCSLS including of any distribution, if any; and

   (iii) AAPSB undertakes to pay any real property gain tax
(RPGT) in respect of the disposal of the Property to Marina-Ace
and to indemnify Marina-Ace against any claims or demands
whatsoever resulting from the Vendor's non-compliance with any
provision of the RPGT on the Property.

Information of the Property

The Property comprises of the entire piece of landed property
held under Lease Negeri 3940, Lot No.24, Section 36, Bandar
Petaling Jaya, District of Kuala Lumpur, State of Selangor Darul
Ehsan, land area measuring approximately 87,972 square feet (2
acres); together with a six (6) storey office / warehouse
complex with 131 car parking bays erected thereon situated along
Jalan 19/1, Section 19, Petaling Jaya. The property is currently
charged to AmBank Berhad and AmFinance Berhad.
The Property is currently being rented out.

Based on an indicative valuation by Messrs MN Associates Sdn Bhd
on 16 April 2003 using the investment and comparison method of
valuation, the Property is estimated to be valued at
RM37,000,000. Marina-Ace intends to acquire the Property to
house its subsidiaries and for investment income, i.e. rental
income.

Information on AAPSB

AAPSB was incorporated in Malaysia under the Act on 5 June 1995
under the name of Austral Amalgamated Properties Sdn Bhd. The
authorized share capital of AAPSB is RM100,000 comprising
100,000 ordinary shares of RM1.00 each. The present issued and
paid-up share capital of AAPSB is RM2 comprising 2 ordinary
shares of RM1.00 each.

AAPSB is a property investment holding company. It is the wholly
owned subsidiary of Austral Amalgamated Berhad (Special
Administrators Appointed).

Cost of Investment of the Property

The Property was acquired by AAPSB on 17 March 1994 at a cost of
RM42,000,000.

Others

In addition, on 9 May 2003, certain of the Vendors of Ace,
namely, Haji Mohd Salleh bin Zakaria and Wan Muhamad Ibrisam bin
Wan Ibrahim had entered into a separate sale and purchase
agreement (SPA-1) to acquire the entire 9,000,000 new Marina-Ace
Shares of RM1.00 each from the AAPSB for a purchase
consideration of RM9,000,000 to be paid by cash after the issue
and allotment of the Marina-Ace Shares to AAPSB pursuant to the
Proposed Acquisition of Property.

PROPOSED SHARE EXCHANGE

The Proposed Share Exchange will be undertaken under Section 176
of the Companies Act, 1965, which entails the exchange of
200,840,538 ordinary shares of RM1.00 each in Sateras with
2,000,000 new Marina-Ace Shares on the basis of one (1) new
Marina-Ace Share for approximately every one hundred (100)
Sateras Shares held by the existing shareholders of Sateras.
Thereafter, Sateras will become the wholly-owned subsidiary of
Marina-Ace.

The new Marina-Ace Shares issued pursuant to the Proposed Share
Exchange will upon allotment, rank pari passu in all respect
with the existing Marina-Ace Shares in issue save and except
that they shall not be entitled to any dividends, rights,
bonuses, issues, allotment and / or any other allotments or
distributions, the entitlement date (the date as at the close of
business on which the shareholders must be registered in order
to be entitled to any dividends, rights, allotments and / or
distributions) of which is prior to the date of the allotment of
the Marina-Ace Shares.

PROPOSED DEBT SETTLEMENT

The Proposed Debt Settlement entails a settlement of debts owing
by Sateras to its creditors, including creditors holding
corporate guarantee given by Sateras as at 31 March 2003 by way
of debt waiver, contra of secured assets and the issuance of
15,000,000 Marina-Ace Shares at par of RM1.00 each.

The Proposed Debt Settlement shall represents full and final
settlement of all the debts owing by Sateras to its creditors
including creditors with corporate guarantee given by Sateras as
at 31 March 2003. However, the total debts owing by Sateras to
its creditors including, inter-alia, creditors with corporate
guarantee given by Sateras shall further be subject to proof of
debts to be undertaken later.

The new Marina-Ace Shares issued pursuant to the Proposed Debt
Settlement will upon allotment, rank pari passu in all respect
with the existing Marina-Ace Shares in issue then.

PROPOSED OFFER FOR SALE/PLACEMENT

The Proposed Offer for Sale/Placement will be undertaken by the
Vendors of Ace to meet the 25% public shareholding spread
requirement as stipulated under the SC Policies and Guidelines
on Issue/Offer of Securities. In this respect, Marina-Ace will
make the necessary arrangements for a offer for the Proposed for
Sale/Placement of the Marina-Ace Shares held by the Vendors of
Marina-Ace to the Malaysian public to meet the shortfall in the
25% public shareholding spread requirement at an offer price to
be determined later.

The Marina-Ace Shares to be offered/placed out pursuant to the
Proposed Offer for Sale/ Placement will not be underwritten.

PROPOSED DISPOSAL OF THE SATERAS

After the completion of the Proposed Restructuring Scheme,
Marina-Ace shall dispose the entire issued and paid-up share
capital of Sateras to the SPV for RM1.00 for the subsequent
liquidation of Sateras and its group of companies to commence.

PROPOSED TRANSFER LISTING

The Proposed Transfer Listing entails de-listing of Sateras from
the Official List of the Main Board of the KLSE and subsequently
the listing of Marina-Ace in place of Sateras on the Main Board
of the KLSE.

INFORMATION ON MARINA-ACE

Marina-Ace was incorporated in Malaysia under the Act on 3
December 1996. Its authorized paid-up share capital is RM100,000
comprising 2 ordinary shares of RM1.00 each. The present issued
and paid-up share capital is RM2 comprising 2 ordinary shares of
RM1.00 each. The principal activity of Marina-Ace is that of
investment holding and general trading.

Marina-Ace was incorporated to facilitate the implementation of
the Proposed Restructuring Scheme.

RATIONALE OF THE PROPOSED RESTRUCTURING EXERCISE

Sateras is principally engaged in investment holding and
provision of management and secretarial services. The principal
activities of its subsidiary companies are that of property
development, investment in real property, investment holding and
educational services. The Sateras Group has been experiencing
losses since 1997 and has negative shareholders' funds of
RM82.03 million as at the financial year ended 31 March 2002.
Due to the economic turmoil, which hit the country in 1997-1998,
the financial condition of the Group worsened and had never
recovered since then. The Sateras Group is highly geared with
total borrowings of RM167.04 million as at 31 March 2002. With
the contraction in the property market following the prolonged
weak capital market and the over supply of properties, the
Group's businesses were unable to generate sufficient revenue
and cashflow to service its debts obligations as and when it
fell due since 1998. The Group also does not foresee that they
will be able to generate sufficient future profits and cashflow
to meet its entire financial obligation in the ordinary course
of business or through the sale of its assets.

The Proposed Restructuring Scheme is aimed at reviving the
financial strength of the Company through the injection of
profitable and viable assets via the Proposed Acquisition of Ace
and, thus, provides the creditors and existing shareholders of
Sateras an avenue to recover part of their debts or investments.
The primary objective of the Proposed Debt Settlement is to
address its financial predicament, to rescue the Company from
the risk of being de-listed pursuant to the provisions of
PN4/2001 as the deadline imposed by the KLSE for Sateras to
regulate its financial condition has since passed. It is also
intended to rescue the Company from the likely event of being
wound up or placed under a receivership due to its inability to
meet its financial commitments; and to revive the financial
strength of the Company via Ace.

The Proposed Share Exchange will provide the existing
shareholders of Sateras an avenue to recover a portion of their
investment, thus enabling the existing shareholders to benefit
from the prospects of the Ace Group as opposed to the current
position of Sateras.

RISK FACTORS

Political, economic and regulatory

Like all business entities, changes in the political, economic
and regulatory conditions in Malaysia and elsewhere in the world
could materially affect the financial and business prospect of
the Marina-Ace. Amongst the political, economic and regulatory
uncertainties are the changes in the political leadership,
currency exchange rules, changes in the accounting policies and
taxation.

Business risk

Sateras and its subsidiary companies are principally involved in
the property development and education industries whilst the Ace
Group is principally involved in the manufacturing and trading
of automotive parts and components. In this respect, the new
core business activities will expose the Marina-Ace Group to
risks inherent in the automotive industry which includes, inter-
alia, rising labor costs, availability of the raw material, the
fluctuation in the foreign exchange, the implementation of the
Asean Free Trade Area (AFTA) and the availability of funds.

Although Marina-Ace seeks to limit these risks by, inter-alia,
regular management meetings, effective human resource management
and effective cost-control policy, no assurance can be given
that any change in these factors will not have a material
adverse impact on the enlarged Marina-Ace Group after the
Proposed Restructuring Scheme, the management of Marina-Ace will
take the necessary steps to mitigate the above risks, such as
entering into forward arrangement, longer term contracts with
its suppliers and regular management meeting to address to any
operational and non-operational issues encountered from time to
time by the enlarged Marina-Ace.

Change in controlling shareholders

Following the completion of the Proposed Restructuring Scheme,
the Vendors of Ace will emerge as the controlling shareholders
in Marina-Ace. In this respect, the Vendors of Ace, as the new
controlling shareholders may introduce a new set of Directors
who shall effectively determine the future business direction of
the Marina-Ace. Thereafter, the Vendors of Ace will be able to
influence the outcome of the matters requiring the vote of the
Marina-Ace shareholders, unless it is required to abstain from
voting by law and/or the relevant authorities.

Competition

Ace specializes in the injection of moulding, such as front and
rear bumpers, dashboard/instrument panel, side skirt (side
moulding), ashtray and rear view mirror. Ace supplies to Proton,
Perodua and Naza Kia. The management of Ace is of the opinion
that although there is a number of auto-parts manufacturers and
assemblers in Malaysia, Ace has been identified as the first-
tier vendors of the above mentioned customers in the
manufacturing of bumpers. In this respect, competition from
other local manufacturers is minimized, especially in the
products, which Ace is the identified first tier vendor.

In this respect, to enhance the Ace Group's competitiveness, it
is continuously undertaking research and development work to
enhance the quality of its end products and identifying methods
to reduce its cost of production.

This may also enhance the Ace Group's profitability in the
future.

AFTA

In accordance with the AFTA agreement, by 1 January 2005, all
import duties imposed on foreign cars will be at 20% and 5% at
later date. Only cars assembled or produced in Asean countries
with more than 40% local contents are eligible to enjoy the
tariff cuts as agreed under AFTA. In this respect, it is
expected that the competition between the local and foreign car
manufacturers, namely, Proton and Perodua will be more intense.
The position of the car manufacturers after the post-AFTA is
still uncertain.

However, as provided in the AFTA agreement, only cars with 40%
local contents will be eligible to enjoy the tariff cuts. Based
on the current established reputation of Ace, Ace could tap on
the opportunities available then, to also supply its products to
these foreign car manufacturers.

Dependence on key personnel

The success of the Marina-Ace will depend to a significant
extent upon the abilities and continuous efforts of the
Directors and senior management of Ace. In addition, the
enlarged Marina-Ace's future success will also depend upon its
ability to attract and retain skilled personnel. In this regard,
the management of Marina-Ace has and will conduct proper
trainings and guidance to its staffs to enhance their skill and
equip them with the necessary knowledge and expertise to carry
out daily operations and also ensuring that the staffs are
adequately remunerated.

PROSPECTS

Production of transport equipment continued to surge following
strong sales of both passenger and commercial vehicles. Outlook
for the sector remained positive with a double-digit growth of
15.4% during the first half of 2002 (January 2001: 18.7%) with
the production of cars below 1,600 cc increasing by 31.2%. The
strong performance of the industry was backed by an easy credit
environment, which offered low interest and longer repayment
period as well as affordable down payments. The brisk sales of
motor vehicles in 2001 continued in 2002. Total vehicle sales in
first six months increased strongly by 20.3% compared to the
same period in 2001. Most notably, sales of commercial vehicles
registered a robust growth of 22.7% reflecting improved business
confidence. Sales of passenger cars continued its double-digit
growth of 19.9%. These trend are expected to continue as the
year progresses, fuelled by higher demand arising from improved
consumer confidence as a result of better income and employment
prospects. In addition, intensive promotional activities by car
dealers as well as higher loan availability for civil servants
are expected to further boost sales. (Source: Economic Report
2002/2003)

The motor vehicles sales in Malaysia was projected to grow at
3.5% for 2003 and the projection of 3.5% growth had factored the
impending war against Iraq. The Iraq war has apparently affected
local car buyers' sentiment to some degree with a number of
distribution of both foreign and local cars reporting slower
sales of late. However, according to the Malaysian Automotive
Association, it is still too early to predict the impact of the
war on the car business in Malaysia. (Source: Extracts of the
press releases made by Malaysia Automotive Association.)

CONDITIONALITY

The Proposed Acquisition of Ace, Proposed Share Exchange,
Proposed Debt Settlement, the Proposed Offer for Sale/Placement
and Proposed Transfer Listing are inter-conditional among each
other.

The Proposed Acquisition of Property is conditional upon the
Proposed Acquisition of Ace, Proposed Share Exchange, Proposed
Debt Settlement, the Proposed Offer for Sale/Placement and
Proposed Transfer Listing. However, the Proposed Acquisition of
Ace, Proposed Share Exchange, Proposed Debt Settlement, the
Proposed Offer for Sale/Placement and Proposed Transfer Listing
are not conditional upon the Proposed Acquisition of Property.

APPROVALS REQUIRED

The Proposed Restructuring Scheme is subject to the following
approvals being obtained:

   (i) The approval of the SC for the Proposed Restructuring
Scheme;

   (ii) The approval of the Foreign Investment Committee and the
Ministry of International Trade and Industry for the Proposed
Restructuring Scheme, save for the Proposed Transfer Listing;

   (iii) The High Court's sanction and approval for the Proposed
Share Exchange and the Proposed Debt Settlement;

   (iv) The approval of the shareholders of Sateras in the
general meeting and at a meeting convened by the High Court
pursuant to the Proposed Restructuring Scheme;

   (v) The approval from the creditors of Sateras at a meeting
to be convened by the High Court for the Proposed Debt
Settlement;

   (vi) The approval from the KLSE for the de-listing of Sateras
and the Proposed Transfer Listing and the listing of and
quotation for the existing and new Marina-Ace Shares to be
issued pursuant to the Proposed Restructuring Scheme and the new
Marina-Ace Shares resulting from the conversion of the RCSLS on
the Main Board of the KLSE;

   (vii) The approval of the shareholders of the Marina-Ace to
increase the authorized and paid-up share capital of Marina-Ace
for the purpose of implementing the Proposed Restructuring
Scheme and the approval for its participation in the Proposed
Restructuring Scheme; and

   (viii) The approval of any other relevant authorities, if
required.

EFFECTS OF THE PROPOSED RESTRUCTURING EXERCISE

Share Capital

The effect of the Proposed Restructuring Exercise on the share
capital of Sateras as at 31 March 2002 and Marina-Ace as at 31
December 2002 is set out in Table 2.

Earnings

The Proposed Restructuring Scheme is not expected to materially
effect the earnings of Sateras for the financial year ending 31
March 2004 as it is expected to be completed only by the end of
March 2004. However, The Proposed Restructuring Scheme is
expected to contribute positively to the earnings of the Marina-
Ace in the financial year ending 31 December 2005 due to the
earnings contribution from Ace and the Property.

Net tangible assets (NTA)

The effects of the Proposed Restructuring Exercise on the NTA of
the Sateras as at 31 March 2002 and Marina-Ace as at 31 December
2002 are set out in Table 3.

Shareholding Structure

The effects of the Proposed Restructuring Exercise on the
shareholdings of the Sateras as at 31 March 2002 and Marina-Ace
as at 31 December 2002 are set out in Table 4.

APPLICATION TO THE SC

Application to the SC for the approval of the Proposed
Restructuring Scheme shall be made within 2 months from the date
of this announcement.

DEPARTURE FROM THE SC

Save for non-compliance in respect of the 50% moratorium imposed
on the disposal of the new Marina-Ace Shares and RCSLS to be
issued pursuant to the Proposed Acquisition of Property, there
is no other departure from the new SC's Policies and Guidelines
on Issue/Offer of Securities (SC Guidelines). The details of the
non-compliance are as set out below:

In accordance with Clause 12.09 of Chapter 12 of the new SC
Guidelines on moratorium on disposal of securities, AAPSB is not
allowed to sell, transfer, or assign 50% of the securities
consideration to be received by AAPSB for the Proposed
Acquisition of Property for a period of one (1) year from the
date of listing of the Marina-Ace Shares pursuant to the
Proposed Restructuring Scheme.

As set out in the SPA-Property, AAPSB shall have the absolute
rights to renounce its rights and entitlements of the Marina-Ace
Shares and the RM24,600,000 RCSLS to be received pursuant to the
Proposed Acquisition of Property including of any distribution,
if any. In this respect, AAPSB will not adhere to the 50%
moratorium on the disposal of shares requirements.
However, certain Vendors of Ace, namely, Haji Mohd Salleh bin
Zakaria and Wan Muhamad Ibrisam bin Wan Ibrahim will adhere to
the 50% moratorium on the disposal of shares for the 9,000,000
Marina-Ace Shares to be acquired by the said Vendors of Ace from
AAPSB pursuant to SPA-1. In addition, as the RCSLS is not
tradeable and transferable, the RCSLS will not be disposed (as
set out in the salient terms of the RCSLS as set out in Table
1).

Accordingly, Sateras/Marina-Ace will make an application to the
SC to seek an exemption from having to comply with the
moratorium requirement in respect of the new Marina-Ace Shares
and RCSLS to be issued pursuant to the Proposed Acquisition of
Property.

INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS
CONNECTED WITH THEM

None of the Directors of Sateras and/or substantial shareholders
of Sateras and/or person connected to them have any interest,
direct or indirect, in the Proposed Restructuring Scheme.

STATEMENT OF DIRECTORS

The Board of Directors of Sateras having taken into
consideration all aspects of the Proposed Restructuring Scheme,
is of the opinion that the Proposed Restructuring Scheme is in
the best interest of the Sateras.

ADVISER

Sateras has appointed PMBB as the adviser for the Proposed
Restructuring Scheme.

EXPLANATORY STATEMENT AND CIRCULAR TO SHAREHOLDERS AND NOTICE OF
COURT CONVENED MEETING AND EGM

An explanatory statement and circular to shareholders setting
out the details of the Proposed Restructuring Scheme together
with the notice of the court convened meeting and EGM will be
dispatched to the shareholders of Sateras in due course.

DOCUMENT FOR INSPECTION

The following documents are available for inspection at the
registered office of Sateras at Office Suite 19-17-1, Level 17,
UOA Center, 19, Jalan Pinang, 50450 Kuala Lumpur, during the
normal office hours from Monday to Friday (except public
holidays) from the date hereof up to the date of the court
convened meeting and EGM of Sateras:

   (i) SPA-Ace;

   (ii) SPA-Property;

   (iii) SPA-1; and

   (iv) Letter dated 6 May 2003 from the independent valuer,
Messrs MN Associates Sdn Bhd on the valuation of the Property.

For Tables 1-4, go to
http://bankrupt.com/misc/TCRAP_Sateras0514.doc.


SIN KEAN: CCM Strikes Off Subsidiary
------------------------------------
Sin Kean Boon Group Berhad (SKBG) had on 21 April 2003 announced
that Feng Te Group Sdn Bhd (FTGSB), a wholly owned subsidiary of
the Company, received a notification dated 10 April 2003 from
Companies Commission of Malaysia (CCM) informing that CCM shall
within one month from 10 April 2003 publish in the Gazette for
the purpose of striking off FTGSB from the Register unless CCM
receives notification that FTGSB is carrying on business or in
operation.

On 12 May 2003, SKBG wishes to announce that FTGSB had on 12 May
2003 received a notification dated 2 May 2003 from CCM informing
that CCM had not received any notification within the one-month
period that FTGSB is carrying on business or in operation. As
such CCM shall at the expiration of three months from 2 May 2003
struck FTGSB off the register and FTGSB shall be dissolved
accordingly.

The striking-off of FTGSB will not have any significant effect
on the earnings or net tangible assets per share of Sin Kean
Boon Group Berhad for the financial year ending 31 December
2003.


SPORTMA CORP.: SC OKs Proposals Implementation Time Extension
-------------------------------------------------------------
Sportma Corporation Berhad (Special Administrators Appointed)
refers the Proposed Corporate And Debt Restructuring Scheme
(Proposals) which were approved by the Securities Commission
(SC) via its letters dated 30 August 2000, 6 November 2000, 31
January 2002 and 13 November 2002 respectively.

On behalf of the Special Administrators of Sportma, Affin
Merchant Bank Berhad wishes to announce that the SC, via its
letter dated 8 May 2003, has approved the extension of time for
the implementation of the Proposals until 31 July 2003.


TENCO BERHAD: Replies KLSE's Writ, Statement of Claim Query
-----------------------------------------------------------
Tenco Berhad, in reply to Query Letter by KLSE reference ID: MZ-
030311-37327 dated 9 May, 2003 on Writ of Summons & Statement of
Claim, provided additional information for public release:

1. Suit by Malayan Banking Berhad (MBB) against Westech Sdn Bhd
(WSB) (a wholly owned subsidiary of Tenco Bhd):

   (a) The circumstances leading to the filing of the Writ of
Summons against WSB is that MBB had by it solicitors' letter
dated 25 July 2003 demanded payment of the sum of RM3,892,217.84
and interest on the sum of RM3,892,217.84 at the rate of 8.4%
per annum from 1 May 2002 todate of payment. WSB had by letter
dated 27 August, 2002 given notice to MBB's solicitors that the
alleged claim is disputed.

   (b) The losses, if any, arising from the above proceedings is
the amount, interest thereon and costs claimed by MBB will be
payable to MBB in the event MBB succeeds in their suit against
WSB.

2. Suit by MBB against Wilron Products Sdn Bhd (WPSB) and Tenco
Industries Sdn Bhd (TISB) (both wholly owned subsidiaries of
Tenco Bhd):

   (i)(a) The circumstances leading to the filing of the Writ of
Summons against WPSB is that MBB had by it solicitors' letter
dated 25 July 2003 demanded payment of the sum of RM640,277.31
and interest on the sum of RM640,277.31 at the rate of 8.4% per
annum from 1 May 2002 todate of payment. WPSB had by letter
dated 27 August 2002 given notice to MBB's solicitors that the
alleged claim is disputed.

   (i)(b) The losses, if any, arising from the above proceedings
is the amount, interest thereon and costs claimed by MBB will be
payable to MBB in the event MBB succeeds in their suit against
WPSB.

   (ii)(a) The circumstances leading to the filing of the Writ
of Summons against TISB is that MBB had by it solicitors' letter
dated 25 July 2003 demanded payment of the sum of RM627,644.17
and interest on the sum of RM627,644.17 at the rate of 8.4% per
annum from 1 May, 2002 todate of payment. TISB had by letter
dated 27 August, 2002 given notice to MBB's solicitors that the
alleged claim is disputed.

   (ii)(b) The losses, if any, arising from the above
proceedings is the amount, interest thereon and costs claimed by
MBB will be payable to MBB in the event MBB succeeds in their
suit against TISB.

The Company would like to state that the word "respectively" was
inadvertently omitted from the 2nd line of the 4th paragraph of
our announcement of 8 May 2003. Paragraph 4 of our previous
announcement should read as follows:

"In respect of the Writ in (ii) above, MBB claim against WPSB
and TISB the sum of RM640,277.31 and RM627,644.17 respectively
together with interest thereon at the rate of 8.4% per annum
from 1 /5/2002 to the date of full realization."

The Company regrets the oversight and any inconvenience caused.

KLSE's Query Letter content:

We refer to your announcement dated 10 March 2003.
In this connection, kindly furnish the Exchange with the
following additional information for public release:

1. The financial and operational impact of the Restraining Order
on United Chemical Industries Berhad group, if any.

Please furnish the Exchange with your reply immediately.

Yours faithfully,
TAN YEW ENG
Senior Manager, Listing Operations
TYE/MZZ
c.c. Securities Commission


TONGKAH HOLDINGS: Disposes of Quoted Securities
-----------------------------------------------
Tongkah Holdings Berhad wishes to inform that it had on 12 May
2003 been notified by PB Trustee Services Berhad (the trustee in
respect of the Company's RM186,558,296 Nominal Value of 5 year
1%-2% Redeemable Secured Convertible Bonds A 1999/2004 and
RM275,980,363 Nominal Value of 5 year 1%-2% Redeemable Secured
Convertible Bonds B 1999/2004 (collectively Bonds)) that they
have on 5 May 2003, disposed of some of the Company's securities
held in public listed companies, which are pledged with them in
relation to the Bonds.

The proceeds of sale are retained in the sinking fund accounts
maintained pursuant to the respective trust deeds relating to
the Bonds. Please refer to the summary attached at
http://bankrupt.com/misc/TCRAP_Tongkah0514.docfor information
on the securities disposed.


UNITED CHEMICAL: White Knight Gets Nod From Economic Planning
-------------------------------------------------------------
Alliance Merchant Bank Berhad, on behalf of the Board of
Directors of United Chemical Industries Berhad, wishes to
announce that the white knight of UCI, Perbadanan Kemajuan
Negeri Perak (PKNP) had on 8 May 2003, obtained the approval of
the Economic Planning Unit of the Prime Minister's Department on
PKNP's corporate reorganization plan via the participation of
Harta Perak Corporation Sdn Bhd in the restructuring and reverse
take-over of UCI.

The Proposed Restructuring is now subject to the following
approvals:

   * the Securities Commission for the Proposed Restructuring;

   * the Kuala Lumpur Stock Exchange for the listing and
quotation of the enlarged ordinary shares, and new irredeemable
convertible preference shares to be issued pursuant to the
Proposed Restructuring;

   * the High Court of Malaya for the Proposed UCI Scheme and
Proposed Majuperak Scheme;

   * Creditors of UCI for the proposed debt restructuring of
UCI, which is part of the Proposed UCI Scheme;

   * Shareholders of UCI for the Proposed Restructuring; and

   * Shareholders of Syarikat Majuperak Berhad for the Proposed
Majuperak Scheme.


=====================
P H I L I P P I N E S
=====================


BURGER KING: Facing Closure if No Buyer Emerges
-----------------------------------------------
Ayala Corporation may shut down the operations of its losing
subsidiary Burger King if it is unable to find a buyer, AFX Asia
reports, citing Ayala Corporation Managing Director Rufino Luis
Manotok. Ayala Corporation booked around 300 million pesos in
loss provisions for investments in Burger King as early as last
year. Manotok said shutting down the food subsidiary would not
adversely affect Ayala Corp's earnings. Burger King currently
operates 31 branches.


C&P HOMES: Cuts Losses to P970M in 2002
---------------------------------------
Mass-housing builder C&P Homes Inc. posted a net loss of 970.33
million pesos in 2002 versus a net loss of 2.95 billion a year
earlier, the Philippine Star reported on Tuesday. The Company
narrowed down losses due to significant cost-reduction measures
implemented by management. C & P's operations have been greatly
affected by the general decline in the real estate industry as
the low-cost housing sector was faced with reduced sales volume
on account of selective credit granting policies.

To address the deterioration in the financial and operating
conditions of the Company and its units, its management would
continue to implement measures geared towards generating
liquidity to meet customer commitments and strengthen the
Company's overall financial viability. The more significant
components of these measures are the sale of certain assets,
continuing settlement of obligations through outright and
unconditional sale of real estate properties as well as the
focus on core business expertise specifically to cater to the
mass housing needs.


MANILA ELECTRIC: ASM Set For June 24
------------------------------------
Further to Circular for Brokers No. 908-2003 dated March 28,
2003, Manila Electric Company (Meralco) furnished the Philippine
Stock Exchange a copy of its SEC Form 17-IS (Definitive
Information Statement) in connection with its Annual
Stockholders' Meeting which will be held on Tuesday, June 24,
2003, at 9:00 a.m., at the Meralco Theater, Lopez Building,
Ortigas Avenue, Pasig City. The agenda, as stated in the Notice
of Meeting, shall be as follows:

1. Call to Order
2. Certification of Notice and Quorum
3. Stockholders of Common shares shall consider the following
matters:

a. Approval of the Minutes of the Annual Meeting of
Stockholders held on May 28, 2002
b. Annual Report of the President
c. Approval of the 2002 Audited Financial Statements
d. Ratification of the Acts of the Board of Directors and
    Management during the year 2002
e. Appointment of Independent Auditors
f. Election of Directors for the ensuing year

4. Stockholders of Common and Preferred shares shall consider:

a. Amendments to the Articles of Incorporation to reflect the
removal of the 10 percent cap on stock ownership
b. Creation and incurrence of additional bonded indebtedness of
   Meralco up to a maximum amount of US$600 million

5. Other business that may properly be brought before the
   meeting

6. Adjournment

For a copy of the press release, go to http://www.pse.org.ph/


MANILA ELECTRIC: DOE Submits Refund Proposal This Week
------------------------------------------------------
The Department of Energy (DOE) will submit by May 12 to the
Energy Regulatory Commission (ERC) its own proposal on how the
consumers will be reimbursed of the overcharges made by the
Manila Electric Co. (Meralco) over the years.

This following President Gloria Macapagal-Arroyo's May 1 address
ordering the DOE to have an active role in the implementation of
the Meralco refund "in a manner that will maximize the public
interest." The DOE last week conducted consultations with
several consumer, cause-oriented and business groups to hear
their respective positions.

The DOE proposal will give priority to poor consumers by giving
them outright refund from the overcharges. Big users, on the
other hand, will be reimbursed by providing discounts in their
future electricity bills.

"We are now fast tracking the consolidation of all these
proposals to come up with a position paper to be submitted to
the ERC. Our proposal will give priority to our poor consumers.
We would like to see that they get in full the equivalent amount
of over-billed charges," Energy Secretary Vincent S. Perez said.

The DOE will recommend to the ERC that residential users with a
minimal monthly consumption should be repaid in cash, one time
payment. The large residential users, on the other hand, will be
refunded through reduction or discounts in their future
electricity bills over a period of time.

"For bulk users of electricity-commercial and industrial
customers- we are also proposing that they will be paid back
through discounts in their future electricity bills. We note
that this is the customer segment that is seen to benefit most
from the refund. But at the same time, this will also have the
biggest impact on Meralco's financial viability. Backed by the
business sector's support, we are proposing that the overcharges
will be credited to future electricity bills over a longer
period," Secretary Perez explained.

Secretary Perez also called on the ERC to heed the call of the
President and the public to act expeditiously in implementing
the refund process.

"We have to give to all electricity consumers within the Meralco
franchise area what is due them because this is what justice is
all about."

"The Supreme Court has spoken with finality. The President has
also spoken: justice must be done. It is only right that
consumers should be repaid of what was impetuously and unjustly
taken from them. And we have to do this soon to provide
immediate relief to our poor consumers," the energy chief said.

Meanwhile, Secretary Perez also assured that the four million
electricity consumers in the Meralco franchise area will further
expect reduction in their power rates in the coming months as
Meralco, with the prodding of the government, pushes for a five-
pronged approach to reduce its costs.

Initially, the Meralco-Napocor (National Power Corp.) dispute
over its power supply contract has been recently resolved. The
mediation panel created by the two parties has agreed for a
settlement, which orders Meralco to pay Napocor about P27.515
billion for unpaid energy from 2002-2004. Napocor, on the other
hand, will pay Meralco some P7.465 billion for transmission
delay. This brings Meralco's net payment to Napocor to about
P20.05 billion.

At the same time, Meralco's independent power producers (IPPs)
will now be allowed to operate at their maximum capacity. The
impact of the optimum dispatch of electricity from its IPPs will
be passed on to the consumers through lower electricity rates.
It will be recalled that Meralco has been saying that it can
lower electricity charges to about 30 to 60-centavos per kWh if
their IPPs are run at full capacity.

"With this, we expect Meralco to fully comply and effect the
necessary adjustments in rates soonest," Secretary Perez said.

Second, savings are also expected from the results of the
discussions between the Malampaya consortium and Meralco's IPP
First Gas Power Corp. on the price of gas. The DoE initiated the
negotiations between the two parties to reduce the selling price
of gas to the San Lorenzo and Sta. Rita power plants. It is
estimated that consumers may expect about 11 to 13 centavos per
kWh reduction in their power costs.

Third, Meralco has also heeded the call of the government to
conduct a thorough review of its contract with the IPPs similar
with the government's efforts to review Napocor's contracts with
its own IPPs.

Meralco has since reactivated its Independent Board Review
Committee headed by Land Bank President Gary Teves to look into
the supply contracts. Results of the review are seen to redound
to the benefit of the electricity consumers.

Fourth, the government has also been urging Meralco to adopt and
implement measures to improve efficiency in its operations such
as cut down in operating expenses with an end in view of passing
on benefits of this fiscal management to its customers.

Fifth, Secretary Perez said the review of Napocor's IPP
contracts would generate substantial savings and eventually
result in lower power rates. At present, 17 IPP contracts have
been largely resolved with savings of about $1 billion in NPV
terms.


MANILA ELECTRIC: ERC OK's Cash Refund Scheme For Small Customers
----------------------------------------------------------------
The Energy Regulatory Commission (ERC) has approved Manila
Electric Co. (Meralco)'s proposal for a one-time cash refund to
its customers consuming up to 100 kilowatt-hours (kWh) per
month, AFX Asia said on Tuesday, citing Meralco spokesman Elpi
Cuna. The initial refund of 1.0 billion pesos will benefit about
1.3 million of Meralco's more than three million customers and
will be paid in June.

The Supreme Court has ordered Meralco to refund overcharges to
customers amounting to 0.0167 pesos per kilowatt-hour, which the
Company has been collecting since 1994. The total refund is
estimated to reach 30.5 billion pesos.


MANILA ELECTRIC: Restructures US$350M Short-Term Loans
------------------------------------------------------
Manila Electric Co. (Meralco) will restructure US$350 million in
short-term loans into secured mid-term loans, BusinessWorld
reported, citing Meralco President and Chief Operating Officer
Jesus Francisco. The conversion aims to solve Meralco's cash
flow problem arising from a Supreme Court decision ordering it
to refund to customers 30.5 billion pesos in overcharges.

Francisco added that some creditors have approved the
restructuring. Francisco earlier said the Company's short-term
creditors have agreed to extend the deadline for payment of some
US$350 million in maturing loans by three months.

Meralco continues to work on its loan restructuring. The
Company's loans maturing this year are estimated at about 10
billion pesos. The power distributor earlier said it has 27.7
billion pesos in foreign debts and 5.4 billion pesos in local
debts as of December 31.


UNITED COCONUT: PDIC Gets KPMG Laya as Financial Advisor
--------------------------------------------------------
The Philippine Deposit Insurance Co. (PDIC) has named KPMG
Philippines Laya Mananghaya & Co. as financial advisor for the
acquisition of 13 billion pesos worth of soured assets from
United Coconut Planters Bank (UCPB), the Malaya Newspaper
reported on Tuesday.

The auditing firm is handling the due diligence on UCPB's bad
assets, which will be completed in mid-June. It is part of the
rehabilitation program planned for UCPB, which is currently
under financial stress given its huge constraints to
recapitalization in the face of a rising level of bad assets.


=================
S I N G A P O R E
=================


MEDIASTREAM: Auditor Questions Future Viability
-----------------------------------------------
The Directors of MediaStream Limited announced that the
auditor's Report of the Company for the financial year ended 31
December 2002 drew attention to the validity of the
Company's/Company and its subsidiaries' Group going concern
assumption.

Auditor ERNST & YOUNG stated that the validity of the going
concern assumption on which the financial statements of the
Company and the Group are prepared depends on the continuing
support of the Group's bankers and creditors, the profitability
and cash flows of the Group's operations in the next twelve
months and the ability of the Group to raise additional funding
in the next twelve months. The Company has engaged a financial
adviser whose role includes the sourcing of either investor who
would be able to inject funds and/or possible new business for
the Group. The Directors of the Company is at present uncertain
as to the outcome of the steps taken to secure continued
financial support. As such, these factors raise substantial
doubt that the Group and the Company will be able to continue as
a going concern.

In addition, as the consolidated financial statements of the
Company do not include the financial statements of a wholly-
owned subsidiary, Allandes Corporation Pte Ltd and its wholly-
owned subsidiary Allandes Rent-A-Cabin Pte Ltd (together "the
Allandes Group, this is not in accordance with the Singapore
Statement of Accounting Standard 26 as well as section 201 of
the Companies Act. Accordingly, the auditors of the Company is
unable to express an opinion as to whether the said consolidated
financial statements are properly drawn up in accordance with
the provisions of the Companies Act and Singapore Statements of
Accounting Standard and so as to give a true and fair view of
the state of affairs of the Group as at 31 December 2002 and of
the results and changes in equity of the Group and cash flows of
the Group for the year ended 31 December 2002 and the other
matters required by Section 201 of the Companies Act to be dealt
with in the consolidated financial statements.

A copy of the Auditors' Report together with Notes 2 and 4 of
the Financial Statements of the Company and the Group are
attached for information. The Annual Report 2002 of the Company,
which will contain inter alia, the same documents will be
dispatched to shareholders and the Singapore Exchange Securities
Trading Limited on 14 May 2003.

For a copy of Ernst & Young's report, go to
http://bankrupt.com/misc/tcrap_mediastream0513.pdf


THAKRAL CORPORATION: Amends Old TCL Scheme
------------------------------------------
In November 2, 2001, the Singapore High Court approved pursuant
to section 210 of the Companies Act a scheme of arrangement and
compromised involving Thakral Corporation and the Participating
Creditors in Originating Summons 601153 of 2001 (the Old) TCL
Scheme. The Old TCL Scheme became effective on 5 November 2001.
Capitalized terms, which are not otherwise defined in this
announcement bear the same meanings as those given to them under
the Old TCL Scheme.

On the Effective Date, 849,381,312 ordinary shares of S$0.05
each in the capital of the Company were allotted and issued
under the Old TCL Scheme to the Participating Creditors and
which were credited into the Share Escrow Account and held in
trust for the Participating Creditors at that date.

The Share Escrow Agent has advised the Company that for proper
and effective administration of the Share Escrow Account,
certain amendments are required to be made to rectify certain
typographical and clerical errors contained in the Old TCL
Scheme and its ancillary documents, namely, the Deed of
Ratification and Accession (as annexed to the Terms and
Conditions of Share Escrow Agency), the Deed of Ratification and
Accession (as annexed to the Terms and Conditions of Put and
Call Option) and the Deed of Ratification and Accession (as
annexed to the Terms and Conditions of Call Option).

The Company has applied for leave to convene a meeting of the
Participating Creditors Court Meeting under Section 210 of the
Singapore Companies Act (Cap. 50) to consider a proposed scheme
of arrangement Rectification Scheme which essentially seeks to
clarify and rectify certain typographical and clerical
errors/omissions pertaining to the Old TCL Scheme and its
ancillary documents. "Scheme Shareholder" means any person who,
as at 14 May 2003, is a holder of any of the Conversion Ordinary
Shares, which are still held in the Share Escrow Account on that
date, or any of its successor(s), transferee(s) or assign(s).

The purpose of the Rectification Scheme is to give effect to the
true intentions of the Scheme Shareholders which were not
accurately reflected in the Old TCL Scheme and its ancillary
documents.

The Rectification Scheme is proposed to be effected by way of
parallel schemes of arrangement and compromise under Section 166
of the Hong Kong Companies Ordinance and under Section 210 of
the Singapore Companies Act (Cap 50). The parallel schemes are
not inter-conditional. By parallel schemes of arrangement and
compromise, it is meant that a single Rectification Scheme would
be proposed in respect of the Company, at a single Court
Meeting, for acceptance by Scheme Shareholders in both Singapore
and Hong Kong. Under the Hong Kong Companies Ordinance and
Singapore Companies Act, the Scheme will become binding and
effective in the respective jurisdictions when it is approved by
the necessary majority of Scheme Shareholders at the Court
Meeting convened by both the Hong Kong Court and the Singapore
Court, sanctioned by the respective Courts and an office copy of
the respective approval order is lodged with the Hong Kong
Companies Registry or the Registrar of Companies and Businesses
in Singapore, as the case may be.

Once the requisite approval is obtained from the respective
Singapore Court and/or the Hong Kong Court to convene the Court
Meeting, a notice calling for the Court Meeting will be sent to
the Scheme Shareholders.


THAKRAL CORPORATION: Issues Scheme of Arrangement Proposal
----------------------------------------------------------
Thakral Corporation announced that following discussions with
the Scheme Creditors, the Share Escrow Agent, the Put Option
Companies and the Put Option Guarantors, a Court Meeting of the
creditors entitled to repayment of the Sustainable Long-Term
Debt will be convened, subject to the requisite court approvals
being obtained, to consider a proposed scheme of arrangement and
compromise Scheme which seeks to alter the rights of the Scheme
Creditors in relation to the Sustainable Long-Term Debt in the
following manner:

(a) A sum of US$14,520,000 will be provided by the Company for
the repayment of Tranche B of the Sustainable Long-Term Debt by
the effective date of the Scheme and payment of the
proportionate amount would be made to the Scheme Creditors whose
claims in relation to the Sustainable Long-Term Debt have been
admitted.

(b) In return for a permanent waiver of the event of default
under the Terms and Conditions of Sustainable Long-Term Debt,
the Company will make available to the Scheme Creditors a sum of
US$240,000 as a waiver fee that would be distributed to Scheme
Creditors in proportion to their share of the Sustainable Long-
Term Debt that have been admitted.

(c) The balance of Tranche A and Tranche B shall be repaid as
follows:

Date Tranche A (US$ million) Tranche B (US$ million)

December 2003 2.64 0.36
March 2004 2.64 0.36
June 2004 2.64 0.36
September 2004 2.64 0.36
December 2004 2.64 0.36
March 2005 (Balance approx) 18.467 0.347
Total 31.667 2.147

(d) A further amount of at least US$4,000,000 shall be raised
against the approximately 20,500,000 shares of Thakral Holdings
Group currently held by TCL Group. Of the sum raised
US$2,000,000 will be used to repay the Sustainable Long-Term
Debt in order of maturity and pro-rata between Tranche A and
Tranche B and the balance of the monies raised will be used to
repay the Sustainable Long-Term Debt in inverse order of
maturity and pro-rata between Tranche A and Tranche B.

(e) Each of the Scheme Creditors would irrevocably and
permanently waive the event of default under Clause 14(A)(22) of
the Terms and Conditions of Sustainable Long-Term Debt.

To provide further assurance for repayment of the Sustainable
Long-Term Debt, and as a further inducement to the Scheme
Creditors to agree with the proposed Scheme, the Thakral Family
Members comprising Kartar Singh Thakral, Inderbethal Singh
Thakral, Gurmukh Singh Thakral, Karan Singh Thakral and Rikhipal
Singh Thakral, have agreed to give a joint and several guarantee
to support the repayment of Sustainable Long-Term Debt up to
S$22,000,000 to replace the earlier Put Option Guarantee which
will be discharged.

The Company, the Scheme Creditors, the Share Escrow Agent, the
Put Option Companies, the Put Option Guarantors and the High
Court of Singapore emphasize it that the features outlined above
should be regarded as indicative terms only and may be subject
to further revisions and amendments.

The Scheme is beneficial to the Scheme Creditors since it would
enable the Scheme Creditors to be repaid the amounts owed to
them earlier than they would have been entitled to receive
payment in the normal course of the administration of the
Sustainable Long-Term Debt. In addition, the Scheme Creditors
would get the benefit of the joint and several guarantee.

The Company has announced its third quarter results on 13
February 2003. TCL Group's EBITDA for the nine months ended 31
December 2002 was S$26,316,000 and cash position as at 31
December 2002 was S$48,832,000.

The Company's proposal of the US$14,520,000 and US$240,000 to be
set aside for payments to the Scheme Creditors is a realistic
figure. Although the working capital requirements of the Company
will be affected, management is confident it will be able to
manage. The Company through its cash flows will raise the amount
by June 2003.

Mechanics and conditionality of the Scheme

This Scheme is proposed only in relation to the Company. It is
further conditional on approvals being sought in respect of
related schemes affecting each of the other Put Option
Companies. Notice of these schemes will be sent to all Scheme
Creditors concurrently with the notice of this Scheme.

The Scheme is proposed to be effected by way of parallel schemes
of arrangement and compromise under Section 166 of the Hong Kong
Companies Ordinance and under Section 210 of the Singapore
Companies Act (Cap 50). By parallel schemes of arrangement and
compromise, it is meant that a single Scheme would be proposed
in respect of the Company, at a single Court Meeting, for
acceptance by Scheme Creditors in both Singapore and Hong Kong.
Under the Hong Kong Companies Ordinance and Singapore Companies
Act, the Scheme will become binding and effective in the
respective jurisdictions when it is approved by the necessary
majority of Scheme Creditors at the Court Meeting convened by
both the Hong Kong Court and the Singapore Court, sanctioned by
the respective Courts and an office copy of the respective
approval order is lodged with the Hong Kong Companies Registry
or the Registrar of Companies and Businesses in Singapore, as
the case may be.

The terms and mechanics of the Scheme in Singapore and Hong Kong
are currently being finalized in consultation with the Share
Escrow Agent and the Scheme Creditors. Once the requisite
approvals are obtained from the Singapore Court and the Hong
Kong Court to convene the Court Meeting, a notice calling for
the Court Meeting will be sent to the Scheme Creditors.

Conditions of Waiver

Pending the outcome of the Scheme, it should also be noted that
the waiver granted by the Scheme Creditors and Share Escrow
Agent on 30 April 2003 in respect of the event of default under
the Terms and Conditions of Sustainable Long-Term Debt in
relation to the Put Option, shall terminate upon the earliest
of:

(i) 30 June 2003;

(ii) Any date on which the requisite majority of the Scheme
Creditors notify the Company of their intention to terminate the
waiver;

(iii) The first date on which any step is taken with a view to
the deferral, rescheduling or other readjustment of any material
part of the indebtedness of any of the Put Option Companies and
the Put Option Guarantors, or any of them makes an arrangement
or composition with or for the benefit of its creditors or a
moratorium is agreed or declared in respect of or affecting all
or a material part of its indebtedness or any step is taken by
any person with a view to the bankruptcy or winding up of any of
the Put Option Companies and/or the Put Option Guarantors; and

(iv) The first date notified by any Scheme Creditor to the
Facilities Agent (by giving 14 days prior notice) of its
intention to terminate the waiver.


Release of Shares to Scheme Creditors

As a result of the non-payment by the Put Option Companies (on
30 April 2003) and the Put Option Guarantors (by 12 May 2003),
the Share Escrow Agent shall, within 7 days starting from 13 May
2003, release the Put Option Shares to the Scheme Creditors for
them to deal with the shares as they deem fit.

As a result of the non-payment by the Put Option Companies, the
Retained Shares shall be released to the Participating Creditors
(or their transferees or assigns) by 14 May 2003.

Capitalized terms which are not otherwise defined in this
Announcement bear the same meanings as those given to them under
the scheme of arrangement and compromise approved by the High
Court of Singapore on 2 November 2001, and its ancillary
documents.


===============
T H A I L A N D
===============


PAE THAILAND: Issues Rehabilitation Plan Update
-----------------------------------------------
Prior to the economic crisis in 1997, PAE Thailand Public
Company Limited had been expanding its construction and
mechanical business extensively. Many projects had been
initiated that required substantial manpower and engineers as
well as increased financial support to complete. In order to
fund this expansion, banks and financial institutions had agreed
to grant syndicated and bilateral offshore loans to the company.
This led to severe difficulties when the baht was floated.

PAE joined with its banks and financial institutions to
collectively restructure its indebtedness under supervision of
Bank of Thailand and 90% of all creditors approved the company
to apply for Rehabilitation pursuant to the Bankruptcy Act under
the supervision of the Central Bankruptcy Court (the Court).

PAE lodged a petition to the Court on 24 January 2000 and the
Court subsequently accepted the petition and declared PAE as a
Rehabilitation company on 22 February 2000. In addition, the
Court approved GTT Planners Co., Ltd as the Planner of the
company to formulate the restructuring plan for PAE.

By law, the management authority since then was transferred to
the Planner but the management of the company was practically
managing the company and resolve day-to-day problems. To
reasonable restructure total indebtedness of PAE, the Planner
sought a potential investor (new investor one), which agreed to
invest in PAE's future at investment cost approximately Bt266 M.
Following the lodging of the Rehabilitation Plan (the Plan) with
the official receiver, the creditors approved the Plan on 12
October 2000 with an acceptance of 78.99%. The Court officially
endorsed the Plan on 9 November 2000. In addition, the Court
approved GTT Planners Co. Ltd as the Plan Administrator of the
company.

Due to internal problems, new investor one was unable to
complete its injection of equity. As a result the Plan
Administrator sought alternative sources of equity funding
from numerous groups of foreign and local investors. Due to
market conditions, these negotiations failed to elicit an offer
that was reasonable and would meet the expectation of creditors.
Eventually, an investor (new investor two) proposed to inject
Bt210 M. of equity to be used to satisfy all liabilities in late
2002. Due to the failure of new investor one to complete, the
Plan Administrator required new investor two to lodge a deposit
of Bt21M. as a warranty of its investment. The Plan
Administrator then filed an amended plan with the official
receiver to allow for the progressed equity injection and debt
compromise. This amended Rehabilitation Plan (the Amended Plan)
was approved by a special resolution of creditors on 30 October
2002 with 83% acceptance. The Court officially endorsed the
Amended Plan on 15 November 2002 and appointed GTT Planners Co.,
Ltd as the Plan Administrator.

The Plan Administrator implemented the Amended Plan to meet the
subscription condition as specified in the Amended Plan by 17
January 2003. It is envisaged that the total capital injection
will be completed in May 2003.

Following the receipt of the full capital injection from new
investor two, the Plan Administrator shall request the Thai
Depository Securities to issue shares to new investor two
subject to the approval of the Business Development Department
of the Ministry of Commerce to increase the paid-up capital of
PAE as set out in the Amended Plan. Subsequently, The Plan
Administrator will distribute the return to all creditors in
accordance with the Amended Plan.

Following the issuing of the new shares and the repayment to
creditors, the balance sheet of PAE will show significant
positive equity. The revenue forecast for the remaining year
is THB 300 M. and new investor two has advised that sufficient
working capital lines and bonding facilities are in place to
further expand on this revenue base.


RAIMON LAND: Allocates Increasing Shares Capital
------------------------------------------------
The Board of Directors Meeting No. 13/2003 of Raimon Land
Planner Company Limited (acting in the capacity of the Plan
Administrator of Raimon Land Public Company Limited) held on 7th
May, 2003 at 22nd Floor, Unit No. 2201-3, The Millennia Tower,
62 Langsuan Road, Kwaeng Lumpini, Khet Pathumwan, Bangkok
resolved to approve the businesses of Raimon Land Public Company
Limited as follows:


   1. That the allocation of 46,312,442 unsubscribed shares and
46,321,442 units of unallocated warrants be allocated with the
following detail:

(1) To allocate 46,312,442 unsubscribed shares at the par
value of Bt5 each share to the existing shareholders
whose names appear on the share register book on the
book closing date on 21st May, 2003.

(2) The subscription ratio would be 3 existing shares to
1.340582 new ordinary shares.  In case of fraction,
those fraction shares will be disregarded.

(3) The offering price would be Bt3.08 per 1 new ordinary
share, being 93 percent of the 10 day weighted average
closing price of the Company's shares on the Stock
Exchange of Thailand before (but excluding) the date on
which the board of the Plan Administrator approves the
allocation of those unsubscribed shares.

The offering price of new ordinary shares (Bt5 per 1 new
ordinary share) was changed from in accordance with the
resolution of the meeting of the creditor's committee, which
approved the change of the offering price of new ordinary share
from "Bt5 per share" to be "the price of not less than 92.5
percent of the 10 day weighted average closing price of the
Company's shares on the Stock Exchange of Thailand before (but
excluding) the date on which the board of directors' meeting of
the Plan Administrator approves the allocation of 46,312,442
unsubscribed shares".

(4) Any unsubscribed shares not taken up by the existing
shareholders under the rights issue under (1) would be
first offered to the investors, namely Seamico
Securities Plc., Knight Thai Strategic Investments
Ltd., Quam Securities Co., Ltd. and Newer Challenge
Holdings Ltd., (Investors) at the same offering price
(Bt3.08 per share).  This is made in accordance with
the Plan.

(5) Any shares not taken up by the Investors described in
(4) above would be offered to those existing
shareholders who have applied for excess rights shares
at the same offering price (Baht 3.08 per share) on the
pro rata basis (by reference to the total number of
excess rights shares and the total number of shares
subscribed under the excess rights).

(6) Any unsubscribed shares remaining from the subscription
described in (5) above may be offered in one or several
tranches from time to time by way of private placement
at the same offering price (Bt3.08 per share) in
accordance with the SEC's notification no. Kor Jor.
12/2543 regarding the application and permission for
offer of new shares.  The Plan Administrator or if the
Plan Administrator is no longer appointed, Raimon Land
Plc.'s board of directors would be authorized to
determine  the subscription period, conditions and
other details of the allocation.

(7) The existing shareholders in (1) and (5) or the
Investors in (4) or private placement investor(s) in
(6) would be allocated free warrants of 46,312,442
units at the ratio of 1 new ordinary share per 1 unit
of warrant.

The exercise price of free warrants of 46,312,442 units would
equal to the exercise price of warrants specified in item no. 2.

The allocation of free warrants of in (7) to the subscribers of
those unsubscribed shares would be subject to the SEC's approval
of the filing of shares and warrants including the extension of
the period of the warrants, which would be amended and updated
by the financial advisor according to the details in item no. 5.

(8) If no subscription of 46,321,442 unsubscribed shares as
made nor such unsubscribed shares were taken up by
existing shareholders under (1) and (5) and/or the
Investors under (4) and/or private placement
investor(s) under (6), Seamico Securities Plc., Raimon
Land Plc.'s major shareholder, which would be appointed
as the underwriter for 46,312,442 unsubscribed shares
in accordance with the conditions for the entry into
the underwriting agreement of the unsubscribed shares
specified in agenda item no. 5, might be allocated all
of 46,312,442 unsubscribed shares (in case where there
was no subscription of those unsubscribed shares) or
all of the remaining shares from the subscription under
(1) and/or (4) and/or (5) and/or (6) above.

The offering price of new ordinary shares in (1) and the
exercise price of warrants in (7) above, which were lower than
the par value at Bt5 each share, can be made in accordance with
Section 52 of the Public Companies Act B.E. 2535.  Section 52
provides that a company that has been operating at least one
year may offer shares at the price lower than the par value, if
it has accumulated loss and it has obtained the shareholders
approval.  The Company had accumulated loss as shown in its
recent financial statements as of 31st December, 2002.

   2. That the exercise price and exercise ratio of 46,312,442
unallocated warrants be amended according to the following
details:

Exercise Price

The exercise price of 46,312,442 units of unallocated warrants
(which were allocated to existing shareholders under item no. 1)
would be changed from "Bt5 per 1 share" to be "Bt5 per share or
in case where there would be an adjustment of the exercise price
of 253,530,974 allocated warrants, the exercise price of
46,312,442 unallocated warrants would equal to the exercise
price of 253,530,974 warrants, which were allocated to existing
shareholders and would be adjusted in accordance with the
adjustment provisions of the warrants".

Exercise Ratio

The exercise ratio of 46,312,442 units of unallocated warrants
(which were allocated to existing shareholders under item no. 1)
would be changed from "1 unit of warrant to 1 new ordinary
share" to be "1 unit of warrant to 1 new ordinary share or in
case where there would be an adjustment of the exercise ratio of
253,530,974 allocated warrants, the exercise ratio of 46,312,442
allocated warrants would equal to the exercise ratio of
253,530,974 warrants, which were allocated to existing
shareholders and would be adjusted in accordance with the
adjustment provisions of the warrants".

The changes of the exercise price and exercise ratio of
46,312,442 unallocated warrants were approved by the Plan
Administrator, the creditors' committee and the Investors
according to criteria specified in the rehabilitation plan of
Raimon Land Plc.

Other terms and conditions of the warrants would remain
unchanged.

The details of the indicative terms of free warrants of
46,312,442 units (attached to the rights issue shares) are as
follows:

Type   :  Warrants to purchase new ordinary shares in Raimon
          Land Plc.
Amount :   46,312,442 units
Offering price  : Free
Offering method :To subscribers who subscribe for new ordinary
shares under (1),(4),(5) and (6) in item no. 1 above, at the
ratio of 1 new ordinary share to 1 unit of warrant.

Number of reserved
Shares : 46,312,442 shares
Term   : 5 years commencing from the first issuing date of the
         warrants, being 18th December, 2002 with the last
         exercise date on 17th December, 2007.
Exercise ratio: 1 unit of warrant to 1 new ordinary share
         or in case where there is an adjustment of the exercise
         ratio of 253,530,974 allocated warrants, the exercise
         ratio of 46,312,442 unallocated warrants will equal to
         the exercise ratio of 253,530,974 warrants, which were
         allocated to existing shareholders and would be
         adjusted in accordance with the adjustment provisions
         of the warrants.
Exercise price: Bt5 per share or in case where there is an
         adjustment of the exercise price of 253,530,974
         allocated warrants, the exercise price of 46,312,442
         unallocated warrants will equal to the exercise price
         of 253,530,974 warrants, which were allocated to
         existing shareholders and would be adjusted in
         accordance with the adjustment provisions of the
         warrants.
Exercise period: On the last business day of March, June,
         September and December throughout the term of the
         warrants.

Additionally, Raimon Land Plc. may exercise its call option to
require warrant holders to exercise warrants, in whole or in
part, at any time by giving three months' prior notice to the
warrant holders.  If the warrants are not exercised within the
specified period, such warrants will be deemed expired.

Offering period: The warrants will be issued after the SEC's
         approval has been granted.
Listing requirements: The warrants will be listed on the Stock
         Exchange of Thailand.

In order to enable Raimon Land Plc. to complete the allocation
of 46,312,442 units of unallocated warrants, the submission of
the application for extension of the offer of such unallocated
warrants for another 6 month period from the expiry date of the
offer of the warrants, being 16th June, 2003, with the SEC
be approved.  The grant of the extension period for the offer of
the unallocated warrants would be subject to the discretion of
the SEC.

   3. That the closing date of the share register book of Raimon
Land Public Company Limited on 21st May, 2003 at 12:00 (noon) as
to determine the rights of shareholders to subscribe for rights
issue shares under (1) of item no. 1 and subscription period for
rights issue share during the period from 5th to 11th June, 2003
be approved.

   4. That the appointment of Seamico Securities Plc. (Seamico)
as the underwriter for the offer of 46,312,442 unsubscribed
shares (which were approved for the allocation according to the
details in item no. 1) (Appointment) and the entry into an
underwriting agreement between Raimon Land Plc. (Raimon Land)
and Seamico  (Underwriting Agreement) be approved by the Plan
Administrator and the Creditors Committee.  In acting as an
underwriter, if no subscription of 46,312,442 unsubscribed hares
was made nor such unsubscribed shares were taken up by existing
shareholders, Seamico agreed that it would subscribe for all of
the unsubscribed shares or the shares not taken up by existing
shareholders.  Seamico would receive the underwriting fees
equivalent to 3 percent of the total value of the offering.
price of 46,312,442 unsubscribed shares.

The Appointment and entry into of the Underwriting Agreement
were subject to the following conditions:

1. Seamico receiving an approval from its board of directors
to be held on 14th May, 2003 for entering into the
Underwriting Agreement; and
2. Upon the entry into the Underwriting Agreement, Seamico
not being prohibited by any laws or regulations of the
relevant authority in acting as the underwriter of
46,312,442 unsubscribed shares.

The entry into the Underwriting Agreement would fall under the
scope of the connected transaction under the SET regulations
regarding rules, procedures and disclosure of connected
transactions of listed companies (SET Regulation).

At present, the board of directors of Seamico had not approved
the entry into the Underwriting Agreement.  As a result, the
Plan Administrator was not able to disclose the information
relating to the entry into the Underwriting Agreement in
accordance with the SEC Regulation to the SET.   The Plan
Administrator would proceed with the disclosure in accordance
with the SET Regulation to the SET upon the board of directors
of Seamico approving the entry into the Underwriting Agreement
and Seamico not being prohibited by any laws or regulations of
the relevant authority to act as the underwriter of 46,312,442
unsubscribed shares.

Mr. Robert McMillen and Mr. Reungvit Dusadeesurapot, the
Company's directors, who were also the directors and the CEOs of
Seamico abstained from the voting in this agenda.

5. That the appointment of Far East Securities Co., Ltd. as the
financial advisor in connection with the amendment to the
information relating to shares and warrants and updating of the
information relating to Raimon Land Plc. Which is the issuing
company in the filing be approved.  The amended and updated
filing would be submitted to the SEC for further consideration.


THAI DURABLE: Posts Rehabilitation Plan Progress
------------------------------------------------
Pursuant to the Thai Durable Textile Public Limited Company's
declined performance and financial status in 1997, which made
the company unqualified for being a listed company and could be
delisted under the SET's rule and regulation of Delisting of
Listed Company B.E. 2542. Hence, the company appointed a
financial advisor to assist in formulating the rehabilitation
plan. The plan was proposed to the Extraordinary Shareholders
Meeting no. 1/2546 held on 5 February 2003. The meeting had
considered and approved the plan.

The company would like to report the progress of the
rehabilitation plan that has been completed since the date
informed by SET that it was under delisting criteria, until
present as follows:

1. Appointing a financial advisor to advice in formulating
the rehabilitation plan and to follow up its progress.

      The company appointed ABN Amro Asia Securities Plc. (ABN
Amro) as its financial advisor to formulate the rehabilitation
plan. After ABN Amro resigned from its advisor's role, the
company appointed Seamico Securities Plc. (ZMICO) to replace ABN
Amro as a financial advisor. After the plan was completed and
approved by the shareholders meeting, ZMICO had terminated
financial advisory services. The company, then, has appointed
Phillip Securities Plc. as its financial advisor to follow up
the plan's progress.

2. Changing of major shareholder and management.

      In September 1999, Bangkok Commercial Asset Management
Co., Ltd. (BAMC) arranged an auction of 64,525,500 common shares
of the company or 92.18% of the company's paid-up capital. Mr.
Sawang Tangnisaitong won the said auction and sold all shares to
new set of investors. The new shareholders have participated in
managing and changing of the management team including setting
up an audit committee and hiring foreign specialists in textile
field to improve the company's operations.

3. Debt restructuring with financial institutions.

      After the changes in shareholding structure and the
management team, the company negotiated and restructured its
debts with two major financial institutions. In December 2000,
the company signed the debt restructuring agreement with Bangkok
Bank Plc. (BBL). The total restructured amount accounted for
approximately 85% of total loan at that time. The company has
agreed as follows:

     - Payment of Bt486.8 million debt to be in cash with 3
years grace period

     - Payment of principal debt to be divided in equal semi-
annual installments over 5 years period.

     - Debt of Bt30.05 million to be converted into equity which
BBL will hold 10% of the company's paid-up capital.

      The company paid Bt110 million and Bt158 million to BBL in
September 2001 and February 2002 respectively. The remaining
principal debt will be paid in installment of 4Bt8.68 million
semi annually starting from June 2004. The last payment of
Bt24.07 million will be paid in June 2006.

     In addition, the company converted its debt of Bt30.05
million into common shares in July 2001 and July 2002 with
amount of Bt18.90 million and Bt11.15 million of paid up capital
respectively.

     The company has paid its monthly interest every month on
schedule.

In June 2002, the company compromised its debt with BAMC (the
former name is "Bangkok Bank of Commerce Plc. (BBC)") and paid
Bt10 million.

   4. Resolving of labor disputes

      In 2000, the company's worker union requested the company
to increase wages and annual bonus. The negotiation was
inconclusive. The union workers went on strike for more than 1
month, causing the operation to cease. After that, the labor
strike was resolved. However, the company still has 3 labor
dispute cases pending in the Labor Court. The total law suit
amounted to bt130 million. The company set the provision of
Bt19.60 million for the loss, which the management believes
adequate to cover the possible loss from the cases.

   5. Collection of insurance claims from insurance company

      The company's spinning mill no.2, its biggest among 3
mills, was damaged by fire. Seventy percent of Yarn production
capacity was lost and it also affected the fabric production
accordingly. In May 2001 and February 2002, the company
collected insurance claims of Bt150 million and Bt317 million
respectively. Some of the proceeds collected from the insurance
company was paid to BBL as prepayment part of debt outstanding.

   6. Investment and operation of its subsidiaries

      In 2000, the company set up 2 subsidiaries as follows:

     - TDT (BVI) Limited, registered in the British Virgin
Island with a registered capital of US$200,000 and paid-up
capital of US$130,000, consisted of 130,000 common shares at a
par value of US$1 each.

    The company holds 100% of this subsidiary. The objective of
the subsidiary is to be an investment arm, to act as an overseas
sales representative office, and to procure raw materials such
as cotton for TDT.

     - TDT (HK) Limited, registered in Hong Kong with a
registered and paid-up capital of HK$1,000,000, consisted of
1,000,000 common shares at a par value of HKD 1 each.  TDT (BVI)
Limited holds 99.99% of this company. Objective of this
subsidiary is to be a sales representative and a sales promoter
in Hong Kong and the Asian region.

    Operations of the two subsidiaries had not been successful.
Therefore, the company has ceased operations of both
subsidiaries since 30 September 2002 until the company can
successfully improve its operation and financial status.

   7. Repair and maintenance of machinery to increase production
efficiency

     In December 2002, the company received US$3.50 million
credit line from EXIM Bank as credit line for export (Packing
Credit, L/C, T/R), Bt20 million DLC line and US$3.00 million L/C
line for purchasing machinery that can be converted into US$2.50
million loan. The company purchased spare parts and  machinery
to increase its capacity. The company expects to complete the
installation of the machinery and spare parts in the second
quarter of 2003, which will increase yarn production capacity by
approximately 10%.

     The company has improved its financial status and operation
under the rehabilitation plan. As a result, in 2003, the company
had net sales Bt643.85 million, which is Bt35.67 million or
5.86% more than the projected amount. The company was able to
maintain costs of goods sold close to the projected amount.
However, the financial advisory expenses and allowance for bad
debts were higher than projected. These caused the company's
operating loss amounted to Bt32.26 million, which is Bt3.12
million or 10.69% higher than the projected loss. At the end of
2002, the shareholders' equity was Bt929.60 million or Bt3.09
per share (Book Value).

     As advised in the rehabilitation plan, the company will
implement the capital increase plan by private placement in the
second quarter of 2003. The capital increase plan has been
postponed. However, the company is still looking for investors
who can contribute and strengthen its operation. The amount and
condition may be changed depending on negotiation with new
investors.


THAI ELECTRONIC: Completes Registered Capital Increase
------------------------------------------------------
Premier Planner Company Limited, as the Administrator of Thai
Electronic Industry Public Company Limited's Rehabilitation
Plan, advised that the company has completed the registered
capital increase from Bt23,310,380 to Bt370,295,900 regarding to
the Rehabilitation Plan on April 28, 2003.

Go to http://bankrupt.com/misc/TCRAP_TEIC0514.pdffor a copy of
the Memorandum of Association indicating the registration of the
capital increase for reference.


THAI WIRE: Currently Preparing Rehabilitation Plan
--------------------------------------------------
Pursuant to the fact that Thai Wire Products Public Company
Limited had negative shareholder's equity in the financial
statement as of December 31, 2002 and the Stock Exchange of
Thailand had transferred the company's securities to REHABCO
sector since March 13,2003.

Thai Wire Products informed that since the notice date of
transferring sector, it has been seeking information about the
method to improve the qualification by discussing with our
financial institution creditors and request SET's suggestion
continuously, so as to ensure that the selected method will
benefit the shareholders.

Therefore, now the company is still in the process of choosing
the procedure to prepare rehabilitation plan.


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
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Copyright 2003.  All rights reserved.  ISSN: 1520-9482.

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