/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/030916.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Tuesday, September 16, 2003, Vol. 6, No. 183 Headlines A U S T R A L I A ANACONDA NICKEL: Update on Anaconda Settlement Deed Payment DUKE ENERGY: Fitch Lowers Senior Unsecured Debt Ratings to 'BBB' LOY YANG: Malaysian Firm Joins Fray, Offers Undisclosed Amount WATTLE GROUP: Four Wattle Administrators Plead Guilty C H I N A & H O N G K O N G EZCOM HOLDINGS: Admits HK$34M Overstatement on Unit's Books I N D O N E S I A INDONESIAN SATELLITE: Lowers Value of Bond Issue to IDR1.7Tr J A P A N CROSSWAVE COMMUNICATIONS: Starts Reorganization Proceedings CROSSWAVE COMMUNICATIONS: Board Member Fushimi Retires DAIEI INC.: Auctions Fukuoka Operations This Week MATSUSHITA ELECTRIC: Executes Own Share Repurchase MATSUSHITA ELECTRIC: Unveils Interest Rate Risk MAZDA MOTOR: Develops New Paint Stripping Technology NIPPON STEEL: Nagoya Plant Catches Fire Again NIPPON TELEGRAPH: Issues Interim Dividend Proposal SAKAI IRON: Files for Rehabilitation Proceedings * Japan Corporate Bankruptcies Down 15.4% in August ========= K O R E A HANARO TELECOM: LG Reconfirms Plan to Take Over Telecom SK CHEMICAL: Shutting Down Fabric Production Facility SK GLOBAL: Agrees to Remove Bank One Frozen Account to Wachovia SK GLOBAL: Auditor Young Wha Fined For Misstatements M A L A Y S I A BERJAYA GROUP: Disposes of Shares in SMCSB HONG LEONG: Unveils CGB Shares Disposal HUME INDUSTRIES: Unveils Proposed Disposal Details KUALA LUMPUR INDUSTRIES: Proposes Debt Restructuring Scheme LONG HUAT: Appoints Ernst & Young as Investigative Auditor PARIT PERAK: SC Okays Restructuring Proposal SJA BERHAD: Enters Winding Up Petition SPORTMA CORP.: Appoints Tan Kim Leong as Provisional Liquidator P H I L I P P I N E S DIGITAL TELECOMMUNICATIONS: Seeks US$120M Loan for Cellular Unit NATIONAL POWER: Posts H103 Php34B Net Loss RAMCAR INC.: Court Okays Amended Rehab Plan S I N G A P O R E DANA ASIA: Releases Debt Claim Notice to Creditors HAW PAR: Unit Appoints Liquidator HOTEL MALAYSIA: Proposes Voluntary Liquidation L&M GROUP: Sees Tough Business Conditions in the Next 12 Months NEPTUNE ORIENT: Post Changes in Director's Shareholding SIN HENG: Creditors to Submit Claims by September 29 STRIKE ENGINEERING: Posts FY03 S$26.6M Net Loss ZURICH CAPITAL: Issues Notice to Creditors T H A I L A N D JASMINE INTERNATIONAL: Court OKs Fund Transfer to Offset Loss THAI PETROCHEMICAL: Explains Auditor's Opinion in Latest Books TPI POLENE: Restates First Quarter Financial Statements - - - - - - - - ================= A U S T R A L I A ================= ANACONDA NICKEL: Update on Anaconda Settlement Deed Payment ----------------------------------------------------------- Queste Communications Ltd and its 48.817% controlled entity Central Exchange Ltd are pleased to provide this weekly update on the status of the possible payment by Anaconda Nickel Ltd to Central Exchange of the sum of AU$18,937,738 [as indexed by United States Consumer Price Index (US CPI)], pursuant to a settlement deed between Anaconda and Central Exchange. Settlement Deed Payment Calculations (1) Current LME nickel price US$4.541/Lb -- 12th September 2003 (2) Current US CPI indexed LME US$4.079/lb nickel Trigger Price (3) 12 month average LME nickel US$3.693/lb price to 12th September 2003 (4) Shortfall/Gap between LME nickel US$0.386/lb trigger price and 12th month average LME nickel price (5) Current 5 day average LME nickel US$4.454/lb price - 8th to 12th September 2003 (6) Estimated date when Trigger Price 5 January 2004 is attained (i.e. The date when the 12 month Average LME nickel price would exceed the Trigger Price) if (5) is sustained and US CPI remains at 183.9 The Companies note that the shortfall/Gap between LME nickel Trigger Price and the 12 month Average LME nickel price has decreased by US$.03 cents since the previous week and the date when the Trigger Price is forecast to be attained is now 3 days earlier that last week's forecast. The above table is based upon calculations made by Central Exchange and Queste consistent with the terms of the settlement deed. The projected date of payment is forecast assuming that the previous 5 days' LME nickel price prior to the date of this announcement is sustained and based upon the latest published US CPI. Under the terms of the Settlement Deed, Anaconda is required to review every month on the "Review Date" whether payment has been triggered and advise Central Exchange in writing accordingly. Central Exchange and Queste will also provide this information from Anaconda as and when it is received. For further information, please contact William Johnson on telephone numbers (08) 921-497-97 DUKE ENERGY: Fitch Lowers Senior Unsecured Debt Ratings to 'BBB' ---------------------------------------------------------------- Fitch Ratings lowered the senior unsecured debt ratings of Duke Energy Corp (DEC) and Duke Capital Corp to BBB-plus and BBB- minus, respectively. The ratings of subsidiaries PanEnergy Corp and Texas Eastern Transmission, LP are lowered to BBB-minus and BBB' respectively. The ratings assigned to Duke Energy Australia Pty Ltd's medium- term notes and commercial paper program were also lowered to BBB-minus and F3, respectively. The rating outlook for each of the DEC entities mentioned above remains negative. The BBB senior unsecured debt ratings of Duke Energy Field Services were unaffected. The changes are primarily driven by the continued under- performance and poor outlook for Duke Capital Corp's merchant energy business, and substandard investment returns on international energy operations. Because of the weak earnings in those business segments and the substantial debt burden at Duke Capital Corp, leverage -- as measured by debt to earnings before interest, tax, depreciation and amortisation (EBITDA) -- is high at both Duke Energy consolidated and at Duke Capital Corp and more reflective of the new ratings. Other credit measures have also been negatively affected and will continue to be pressured by the two underperforming business units. The ratings of Duke Capital Corp also consider the strong cash flow generated by the gas transmission business and strength derived from ownership by DEC and assumes continued equity support from DEC. The ratings of Texas Eastern Transmission, LLC and PanEnergy Corp are constrained by those of Duke Capital Corp. Favorably, asset sales have exceeded expectations and should allow for meaningful debt reduction at Duke Capital Corp. in 2003 and beyond. At the DEC consolidated level, the debt reductions will be partly offset by external financing needs at the franchised electric business. Meeting forecasted debt reduction targets will be critical to maintaining existing ratings. The execution risk associated with ongoing assets sales as well as continued weakness in the domestic merchant energy sector and the questionable value of underperforming assets account for the negative outlook. The continued strong performance of Duke Power, DEC's regulated electric utility business, accounts for the higher ratings of Duke Energy. The utility continues to generate healthy regulated returns, but will require external financing in each of the next several years to meet its large capital program and common dividend requirement. Capital expenditures reflect an agreement with the North Carolina Public Service Commission requiring environmental expenditures of approximately US$1.5 billion over the period 2003-2013. Capital requirements have also been increased by capital infusions into Duke Capital Corp. LOY YANG: Malaysian Firm Joins Fray, Offers Undisclosed Amount -------------------------------------------------------------- The race for troubled Australian power station, Loy Yang, is getting interesting. Malaysian firm, Genting Bhd, has reportedly offered an undisclosed amount for the company, Dow Jones said yesterday. The bid rivals that of a consortium led by Australian Gas Light Co., Tokyo Electric Power Co. and a group of financial investors led by Commonwealth Bank of Australia. This group is offering AU$3.5 billion for Loy Yang. An unnamed source close to the Malaysian firm told Dow Jones Genting is bidding alone and is being advised by Citigroup. The bid was lodged Friday last week. WATTLE GROUP: Four Wattle Administrators Plead Guilty ----------------------------------------------------- Four men associated with the Gold Coast-based Australasian Management Consultants Pty Ltd (AMC) have pleaded guilty in the Brisbane District Court to being knowingly concerned in the promotion of prescribed interests, in contravention of the Corporations Act. Messrs Robert Murray Cooper and Brian Michael Wood, both directors of the company, each pleaded guilty to 21 counts. Messrs Lloyd Reginald Ross and Kevin Thomas Browne, both employees of the company, pleaded guilty to three and two counts, respectively. The defendants were charged following an investigation by the Australian Securities and Investments Commission (ASIC) into the failed Wattle Group investment scheme, which raised more than AU$160 million from over 2700 investors across Australia. The charges against Mr. Cooper and Mr. Wood relate to fourteen investors who lost approximately AU$652,795 invested in the Wattle scheme. AMC received commissions from the Wattle Group of up to five per cent per month on investor funds it sourced. The defendants will be sentenced on 6 October 2003. The matter was prosecuted by the Commonwealth Director of Public Prosecutions. Background The Wattle Group was an unlicensed investment scheme operated by Geoffrey Robert Dexter, which raised more than AU$160 million from over 2700 Australian investors. The scheme involved Mr. Dexter obtaining unsecured loan funds from investors on the promise of high rates of return, generally 50% p.a. ASIC took action to close down the scheme, and on 7 May 2001 Mr. Dexter was convicted of multiple fraud charges and jailed for 10 years. ============================ C H I N A & H O N G K O N G ============================ EZCOM HOLDINGS: Admits HK$34M Overstatement on Unit's Books ----------------------------------------------------------- Ezcom Holdings confessed recently it grossly overstated the profit of Ezcom Technology Ltd, a subsidiary whose books should have shown a profit of HK$33.3 million instead of HK$67.7 million for the seven months to October 31, 2002, AFX-Asia said. The company blamed human error for the overstatement, adding it is an isolated case. Despite this, the company commissioned an independent accounting audit firm to conduct a review of its financial information reporting process. This audit firm recently recommended that Ezcom develop and perform independent checking and reconciliation procedures over system-generated outputs and to define clearly and communicate the procedures to the relevant personnel involved. "The company adopted the recommendations and put in place a four-member special unit to hold responsible for quality control of all information to be published in public documents in the future," AFX-Asia said citing an Ezcom statement. Meanwhile, the company said it has set off a debt due from Lamex China Ltd against the debt owed by Ezcom's majority shareholders, Kok Kin Hok and Li Tung Wai. The company defended its move not to immediately disclose this transaction, saying the set-off arrangement had a zero value to the company and therefore exempt from connected transaction disclosure requirements under the Listing Rules of the Stock Exchange of Hong Kong. But the Stock Exchange said it considered this a connected transaction that should have been disclosed and is making enquiries as to the appropriate action to be taken against the company, AFX-Asia said. ================= I N D O N E S I A ================= INDONESIAN SATELLITE: Lowers Value of Bond Issue to IDR1.7Tr ------------------------------------------------------------- Indonesian Satellite Corp. will pursue its planned bond issue but only for up to IDR1.75 trillion worth of paper, instead of the previously reported IDR3 trillion, Dow Jones said yesterday. As earlier reported, the proceeds will be used to refinance the debt of cellular unit, PT Satelite Palapa Indonesia. The company did not explain why it lowered the value of the transaction. The new bonds will carry maturities of five and seven years. PT Andalan Artha Advisindo, PT ING Securities Indonesia will jointly lead underwrite the issue. The timing and coupon rates haven't yet been finalized, report said. It said the local bond issue would allow the company to extend its loan tenors, take advantage of the low interest rate environment, and reduce risks stemming from exposure to foreign currency and interest rate fluctuations. Besides the rupiah bond issue, the company will also offer up to US$300 million in international bonds later this year to refinance some of the US$900 million debt coming due. The company's debt load increased in 2002 when it bought Satelite Palapa, the nation's second-largest cellphone company. Much of the unit's US$360 million debt is in short-term borrowings, including bonds and bank loans. ========= J A P A N ========= CROSSWAVE COMMUNICATIONS: Starts Reorganization Proceedings ----------------------------------------------------------- Crosswave Communications, Inc. and its Japanese subsidiaries, Crosswave Facilities Inc. and Crosswave Services Inc. (together with the above three companies, Crosswave), recently announced that Crosswave received an order for the commencement of its corporate reorganization proceedings from the Tokyo District Court on August 28, 2003. The court appointed the former preservative administrator, Masaaki Oka, to serve as the reorganization administrator. About Crosswave Crosswave Communications Inc. is a data communications carrier offering customer's reliable and versatile broadband networks and network services, enabling them to streamline and innovate their business infrastructure. Founded in 1998 by Internet Initiative Japan, Sony Corporation and Toyota Motor Corporation, the Company has made groundbreaking changes in the Japanese telecommunications market by offering a completely data-centric network. Currently, 90% of the traffic on Crosswave's nationwide network infrastructure is Ethernet-based, provided mainly through its flagship, Wide-area Ethernet Platform Service. Launched in 1999, the Wide-area Ethernet Platform service introduced a brand new type of network service to the market. The Company's fully integrated data centers and other services have redefined the role of carrier services by accommodating entire corporate system requirements. With the quality of its networks and its wide-ranging value-added features, the company has been a pioneer in the development of the data communications market in Japan. The Company offers its services to a diverse base of over 400 customers including many blue-chip companies in Japan. CROSSWAVE COMMUNICATIONS: Board Member Fushimi Retires ------------------------------------------------------ Crosswave Communications, Inc. (Crosswave) announced the retirement of Mr. Yasuharu Fushimi, Chief Financial Officer, from the Board of Directors, effective August 15, 2003. As a result of Crosswave filing voluntary petitions for commencement of corporate reorganization proceedings with the Tokyo District Court on August 20, 2003, board members no longer have the authority to conduct business on behalf of Crosswave. The preservative administrator to be appointed by the Court has responsibility to continue the business as its representative under the Japanese Corporate Reorganization Law. Contact: Hiroaki Tsuno, Taisuke Ono Crosswave Communications Inc. Media / Investor Relations Office Tel: +81-3-5205-4580 Fax: +81-3-5205-4691 E-mail: ir@cwc.co.jp URL: http://www.cwc.co.jp/ DAIEI INC.: Auctions Fukuoka Operations This Week ------------------------------------------------- Daiei Inc. will auction its Fukuoka operations anytime this week, with U.S. fund Ripplewood Holdings LLC among those expected to bid, Namnews reported on Friday. The move is aimed at reducing Daiei's huge debt burden as it undergoes a sweeping rehabilitation with support from the government and banks. Ripplewood has been aggressively bidding for distressed Japanese assets, hoping to profit by turning the businesses around. Daiei's Fukuoka operations, which include the popular Fukuoka Daiei Hawks baseball team, its stadium and a hotel, are saddled with about 120 billion yen ($1.03 billion) in interest-bearing debt. MATSUSHITA ELECTRIC: Executes Own Share Repurchase -------------------------------------------------- Matsushita Electric Industrial Co., Ltd., best known for its "Panasonic" brand products, has purchased a portion of its own shares from the market in conformity with provisions of Article 210 of the Japanese Commercial Code. Details of the share repurchase are as follows: 1. Class of shares: Common stock 2. Period of purchase: Between August 28, 2003 and September 12, 2003 3. Aggregate purchase amount: 14,998,751,000 yen 4. Aggregate number of shares purchased: 9,782,000 shares 5. Method of purchase: Shares were purchased on the Tokyo Stock Exchange (Reference) 1) The following are the resolutions that were approved at the ordinary general meeting of shareholders held on June 27, 2003: -- Class of shares: Common stock -- Aggregate number of shares to be purchased: Up to 200 million shares -- Aggregate purchase amount: Up to 200 billion yen 2) Cumulative total of shares repurchased through September 12, 2003: -- Aggregate purchase amount: 29,998,568,000 yen -- Aggregate number of shares purchased: 20,268,000 shares SOURCE: Matsushita Electric Industrial Co., Ltd. CONTACT: Panasonic Finance (America), Inc. Akihiro Takei, 212-698-1365 MATSUSHITA ELECTRIC: Unveils Interest Rate Risk ----------------------------------------------- In a disclosure to the U.S. Securities and Exchange Commission, Matsushita Electric Industrial Co.'s exposure to market risk for changes in interest rates relates principally to its debt obligations. The Company has long-term debt primarily with fixed rates. Fixed-rate debt obligations expose the Company to variability in their fair values due to changes in interest rates. To manage the variability in the fair values caused by interest rate changes, the Company enters into interest rate swaps when it is determined to be appropriate based on market conditions. Interest rate swaps change fixed-rate debt obligations to variable-rate debt obligations by entering into fixed-receiving, variable -paying interest rate swap contracts. The hedging relationship between interest rate swaps and hedged debt obligations is highly effective in achieving offsetting changes in fair values resulting from interest rate risk. The following tables provide information about the Company's derivative financial instruments and other financial instruments that are sensitive to changes in interest rates at March 31, 2003 and 2002. For debt obligations, the table presents principal cash flows by expected maturity dates, related weighted average interest rates and fair values of financial instruments. For interest rate swaps, the table presents notional principal amounts and weighted average interest rates by expected maturity dates. Notional principal amounts are used to calculate the contractual payments to be exchanged under the contracts. MAZDA MOTOR: Develops New Paint Stripping Technology ---------------------------------------------------- Mazda Motor Corporation has developed a new paint stripping process utilizing optical separation technology developed in conjunction with local machinery maker Satake Corporation. Employed in bumper recycling, the new process significantly increases the percentage of paint that can be removed from the bumper surface resulting in strong, high quality material that is suitable for re-use in the manufacturing of new bumpers. The improved paint stripping process combines optical separation technology, which removes impure pieces from grains, with the conventional paint stripping process. After removing the paint, pellets are sorted using an optical sensor, which detects those with traces of paint still attached so that they can be removed. Compared to grains, the recycled pellets are flat and of various sizes. For this reason, the process had to be refined to better suit the properties of the pellets. For example, the pellets are sorted according to size beforehand to increase the accuracy of separation. As a result, Mazda has successfully improved the rate of paint removal from 99 percent to around 99.9 percent. In addition, the time required for the overall process of paint stripping and one-third has reduced separation. Since 1992 Mazda has been collecting damaged bumpers from dealers and recycling them for use as undershields. In 2001, the automaker utilized paint stripping technology owned by Takase Gosei Kagaku Corporation, a plastics recycling Company, to produce recycled material with the same strength as new material, which was used for making bumper reinforcement parts. Furthermore, in 2002 Mazda improved the rate of paint removal from 98 percent to 99 percent and since July 2003, has been using this material in the grained surface bumper of its MPV minivan. In this way, Mazda has continued to expand the use of recycled materials in bumpers. The improved recycling process expands the future applications of recyclable materials by producing high quality recyclable material that can be re-used in the manufacturing of painted bumpers with a smooth finish. Following further research and testing, Mazda plans to introduce this new technology into mass produced models in 2004 aiming to utilize recycled material for around twenty to thirty percent (weight base) of the bumper material. Recycling technologies are expected to become increasingly important in the future as carmakers strive to improve automobile recycling. Mazda believes that this technology will provide a strong foundation as the Company continues to pursue the development of further technologies in this field. About Mazda Motor Corporation Mazda Motor Corporation was established in 1920 and is one of Japan's leading automobile manufacturers. With its headquarters in Hiroshima, Mazda has two plants in Japan and manufacturing and assembly operations in sixteen other countries. Mazda cars and trucks are sold in more than one hundred and thirty countries. Ford Motor and Mazda agreed to collaborate in 1979, Ford Motor Company started investing in Mazda and increased its shareholding to 33.39 percent as of March 31, 1999. For further information, please visit the Mazda Motor Corporation home page at: www.mazda.com/flash.html Mazda Motor Corporation wants to revive sales in the United States, boost market share in Japan and in Europe, and double its dealership network in China, TCR-AP reported recently, quoting Senior Managing Executive of Marketing and Sales Stephen Odell. According to Wright Investor's Service, at the end of 2003, Mazda Motor had negative working capital, as current liabilities were 910.67 billion yen while total current assets were only 745.75 billion yen. Contact: Mazda Motor Corporation Mr K. Yoshitake yoshitake.k@tky.mazda.co.jp 03-3508-5022 NIPPON STEEL: Nagoya Plant Catches Fire Again --------------------------------------------- Nippon Steel Corporation's Nagoya plant, which was shut down after a fire and a gas tank explosion last week, was on fire again on Friday, Reuters reports, citing an unnamed official from a local fire department. The official said the fire started at a different tank, not the one that exploded last week. Last month, Fitch Ratings affirmed Nippon Steel Corporation's (Nippon Steel) Senior Unsecured rating at 'BB+' and Short-term rating at 'B'. The Outlook is Stable. The ratings reflect the company's improved but still weak financial profile while the severe industrial operating environment as characterized by sluggish demand - especially from the domestic construction industry - protectionism by the US and China, and the problem of global steel overcapacity, remain fundamentally unchanged. NIPPON TELEGRAPH: Issues Interim Dividend Proposal --------------------------------------------------- Nippon Telegraph and Telephone Corporation (NTT) announced that a record date has been fixed at September 30, 2003 for interim dividends for the fiscal year ending March 31, 2004 which is subject to the approval of the Minister of Public Management, Home Affairs, Posts and Telecommunications of Japan. SAKAI IRON: Files for Rehabilitation Proceedings ------------------------------------------------ Resona Holdings, Inc. (Resona HD) announced that Sakai Iron Works Co., Ltd., which is a customer of its banking subsidiary, Resona Bank, Ltd. (Resona Bank, President: Masaaki Nomura), filed an application for commencement of civil rehabilitation proceedings with the Osaka District Court. As a result of this development, there arose a concern that the claims to the Company may become irrecoverable or its collection may be delayed. Details were announced as follows: 1. Outline of the Company (1) Corporate name Sakai Iron Works Co., Ltd. (2) Address 3-1 Dejima-Nishimachi, Sakai-shi, Osaka-fu (3) Representative Iwao Sakai (4) Amount of capital 1,025 million yen (5) Line of business Manufacturing of penstocks and bridges 2. Fact Arisen to the Company and Its Date The Company filed an application for commencement of civil rehabilitation proceedings with the Osaka District Court on September 9, 2003. 3. Amount of Claims to the Company Exposure of Resona Bank Loans: 3.4 billion yen Exposure of Daiwa Factor and Leasing Claims on Leasing: 0.2 billion yen Other banking subsidiaries of Resona HD, Saitama Resona Bank, Kinki Osaka Bank and Nara Bank, have no claims to the Company. 4. Impact of This Development on the Forecasted Earnings of Resona HD The aforementioned claims are covered by collateral. Therefore, this development does not affect the earnings forecasts of Resona HD for the fiscal year ending March 31, 2004, which was announced on June 10, 2003. * Japan Corporate Bankruptcies Down 15.4% in August --------------------------------------------------- The number of corporate bankruptcies in Japan fell 15.4 percent in August from a year earlier to 1,321, Teikoku Databank Ltd. said on Friday. This marks the eighth consecutive monthly decline, according to the credit research firm Teikoku Databank. Teikoku Databank attributed the decline primarily to risk-averse business strategies adopted by a number of companies, along with an improved public sector financing system that helped prevent struggling firms from going under. Combined debts left by the failed companies stood at 1.17 trillion yen, marking an increase of 10.8 percent from a year before and the second highest figure for August since World War II, according to Teikoku Databank. The credit research firm's report covers failures involving liabilities of 10 million yen or more. ========= K O R E A ========= HANARO TELECOM: LG Reconfirms Plan to Take Over Telecom ------------------------------------------------------- LG Group vowed again its plan to acquire Hanaro Telecom over the weekend, according to the Maeil Business Newspaper, citing LG Group telecommunications business President Chung Hong-shik. LG would make its utmost efforts to acquire the ailing Hanaro Telecom by turning down a US$500 million offer for Hanaro Telecom by foreign investors. "When our plan to take over Hanaro is finished, we will officially submit it to the Ministry of Information and Communication," Chung said in a press interview. SK CHEMICAL: Shutting Down Fabric Production Facility ----------------------------------------------------- A fabric production facility of SK Chemical in Suwon was shut down last week after 50 years in operation, according to the Korea Times. Company officials said fabrics are quickly becoming a subset industry and snowballing losses had accumulated to more than 80 billion won, thus leaving SK Chemical with no choice but to close the plant. All employees recently handed in their resignations to make way for restructuring. SK GLOBAL: Agrees to Remove Bank One Frozen Account to Wachovia --------------------------------------------------------------- Prior to the Petition Date, SK Global America Inc., deposited funds in Account No. 707002380 located at Bank One's Chicago, Illinois branch. SK Global America Inc. is a subsidiary of South Korea's SK Global. On April 7, 2003, Kookmin Bank, New York Branch commenced an action by filing a motion for summary judgment in lieu of complaint against the Debtor and the Debtor's Parent, SK Global Co., Ltd., in the New York State Supreme Court, New York County, seeking money judgment in connection with certain loans made to the Debtor for $20,000,000. Subsequently, Kookmin commenced another action in the Circuit Court for Cook County, Illinois on April 22, 2003, and filed a complaint and a motion seeking an attachment order authorizing the Sheriff of Cook County, Illinois to attach up to $20,000,000 in the Bank One Account to secure payment of a judgment in Kookmin's favor. That same day, the Illinois Court granted the Attachment Motion and issued the Kookmin Attachment Order. Bank One was thereafter served with the Kookmin Attachment Order. The New York State Supreme Court granted the Kookmin Summary Judgment Motion on May 13, 2003, and issued a $20,000,000 money judgment, plus accrued interest, against the Debtor and its parent SK Global Co., in Kookmin's favor. Kookmin and the Debtor then entered into a Terms of Agreement, dated June 24, 2003, and an Agreed Order, dated June 25, 2003, under which Kookmin agreed to forbear from further enforcement of the Judgment. The next day, the Illinois Court executed and entered the Agreed Order, which also incorporated by reference the Terms of Agreement. On April 17, 2003, Korea Exchange Bank, New York Branch commenced an action against the Debtor and SK Global in the New York State Supreme Court seeking to recover a money judgment for certain loans made to the Debtor for $70,000,000. As a result, the New York State Supreme Court directed the Debtor to maintain at least $50,000,000 in the Bank One Account. Pursuant to the State Court Orders -- the KEB Order and the Kookmin Attachment Order -- Bank One placed a freeze on the Bank One Account, prohibiting the Debtor from reducing the funds held to not less than $70,000,000. The funds in the Bank One Frozen Account constitute property of the Debtor's estate pursuant to Section 541(a) of the Bankruptcy Code, and the Debtor desires to use those funds in the ordinary course of its business operations to pay postpetition wages, salaries, insurance premiums and other necessary operating expenses, all of which are necessary to the continued operation of its business. Under the July 25, 2003 Interim Order authorizing the Debtor to continue using its existing cash management system and bank accounts, unless Bank One is approved by the U.S. Trustee for the Southern District of New York as an Authorized Bank Depository for the Southern District of New York, the Debtor must transfer all funds held in its accounts at Bank One, including the Bank One Frozen Account, to an Authorized Bank. However, Bank One notified the Debtor that it would not seek to qualify as an Authorized Bank. In turn, the Debtor advised Bank One that it has established an account at Wachovia Bank, which is an Authorized Bank, and seeks to transfer the Frozen Account funds there. Bank One expressed its approval of the arrangement and informed the Debtor of its willingness to remove the Freeze and transfer the funds in the Bank One Frozen Account to Wachovia Bank under certain terms and conditions. Accordingly, the Debtor and Bank One stipulate and agree that: (a) Bank One will remove the Freeze and wire transfer the funds in all of the Debtor's accounts maintained at Bank One, including the Bank One Frozen Account, to the Debtor's Account No. 2000003536980 at Wachovia Bank. The Debtor will provide Bank One with wire transfer instructions; (b) After the transfer, the Debtor will have use of the funds in the Wachovia Account to pay its necessary operating expenses, subject to: -- the Debtor's rights and responsibilities as a debtor-in- possession; and -- any Court Order; (c) The Debtor will seek approval of these provisions by the Court, on notice to Kookmin, Korea Exchange Bank, the U.S. Trustee, the Debtor's twenty largest unsecured creditors, and any party having filed a notice of appearance in SK Global's case; and (d) Bank One will be released from any liability to the Debtor for implementing the Freeze or for any alleged violation of the Bankruptcy Code for maintaining the Freeze. The Debtor asks Judge Blackshear to approve the Stipulation. (SK Global Bankruptcy News, Issue No. 4; September 5, 2003) SK GLOBAL: Auditor Young Wha Fined For Misstatements ---------------------------------------------------- On August 20, 2003, The Securities Futures Commission, a panel under the Financial Supervisory Service, fined SK Global Co.'s accounting firm, Young Wha Corp., 320,000,000 won or $272,000 for accounting misstatements and failure to recognize fraud in SK Global. According to Young-Sam Cho of Bloomberg News, the panel believes that SK Global's executives should also be fired for their roles that led to the accounting fraud. Since SK Shipping, which is 48 percent owned by SK Corp., refused to disclose loans made to SK Global, the Panel also wants SK Shipping's executives indicted for obstructing an audit of its accounts. Furthermore, the panel recommends financial regulators to investigate 11 unidentified local banks, one foreign lender and two brokerages for providing false information in an audit of SK Global. Consequently, SK Global's overseas creditors approved of the panel's decisions. (SK Global Bankruptcy News, Issue No. 4; September 5, 2003) =============== M A L A Y S I A =============== BERJAYA GROUP: Disposes of Shares in SMCSB ------------------------------------------ On 23 May 2002, Berjaya Group Berhad (B-Group) announced the proposed Sun Media Corporation Sdn Bhd (SMCSB) shares disposal and subsequently, the Company had obtained approval from its shareholders on the Company's proposed disposal of the entire 19.53 percent equity interest in SMCSB comprising 21,485,310 ordinary shares of RM1.00 each to Nexnews Berhad (Nexnews) for a sale consideration of rm7,812,000 to be satisfied by the issuance of 7,812,000 new irredeemable convertible preference shares of RM0.10 each (ICPS) in Nexnews at an issue price of rm1.00 per ICPS and the subsequent proposed sale of the rights to allotment of the entire ICPS to Net Edge Online Sdn Bhd for a cash consideration of rm7,812,000 (proposed SMCSB shares disposal). in an Extraordinary General Meeting (EGM) held on 16 July 2003. Prior to the EGM, the Securities Commission (SC) had via its letter to Nexnews dated 9 April 2003 approved, inter-alia, the Proposed SMCSB Shares Disposal with the condition that the vendors of SMCSB shares (Vendors) are required to indemnify Nexnews for any amount of damages awarded by the court against SMCSB in relation to all legal proceedings occurred prior to the acquisition of SMCSB by Nexnews. Subsequently, the Vendors has exercised their right under the share sale agreement and requested Nexnews to appeal to the SC for a variation of the said condition to 50 percent of the damages instead of the full amount as required by the SC. The appeal was made on 2 May 2003 and currently it is pending the decision from the SC. After further due consideration of the above matter, the Board of Directors of B-Group wishes to announce that the Company will now accept the condition of the SC and will move forward to complete the Proposed SMCSB Shares Disposal. HONG LEONG: Unveils CGB Shares Disposal --------------------------------------- Hong Leong Industries Berhad (HLI) announced that: a) On 10 September 2003 and 11 September 2003, it had acquired 6,000 ICULS and 5,000 ICULS (CGB ICULS) respectively representing in total 0.01 percent of the outstanding ICULS of CAMERLIN GROUP BERHAD (CGB), for a total cash consideration of RM11,378.36 (including brokerage and stamp duty charges) (Acquisition); and b) On 10 September 2003 and 11 September 2003, HLI Trading Limited (HLIT), a wholly-owned subsidiary of the Company, had, on each day, disposed of 5,000 ordinary shares of RM1.00 each in CGB (CGB Shares), representing in total 0.003 percent of the issued and paid-up share capital of CGB, for a total cash consideration of RM11,896.37 (after deduction of brokerage and stamp duty charges) (Disposal) (The Acquisition and the Disposal are collectively referred to as Transactions). The Transactions were transacted through the open market. The Acquisition and Disposal considerations were arrived at after taking into account the prevailing market price of ICULS and ordinary shares of CGB traded on the Kuala Lumpur Stock Exchange. The net proceeds from the Transactions will be utilized for working capital purposes. The original cost of investment of HLIT for the CGB Shares for the period from 11 August 1997 to 11 April 2000 was RM204,510.00 or RM4.01 per CGB Share. However, at Group level, the HLIT's carrying cost in the CGB Shares is nil as the cost of investment had been fully set off by share of post acquisition losses of CGB. The Disposal had resulted in a gain of RM11,896.37 at the HLI Group level. The Transactions are in line with the principal activities of HLI and HLIT of investment holding and investment trading respectively. The Transactions had no effect on the share capital and major shareholders' shareholdings in HLI. The Transactions will not have any impact on the HLI Group's net tangible assets and earnings per share for the financial year ending 30 June 2004. Hong Leong Company (Malaysia) Berhad is a major shareholder of HLI and CGB. YBhg Tan Sri Quek Leng Chan is a Director and major shareholder of HLI and CGB. Mr Kwek Leng San, a Director of HLI and CGB, is a brother of YBhg Tan Sri Quek Leng Chan. Save as disclosed, the Company is not aware of any of its other Directors, major shareholders and persons connected with them, has any interest, direct or indirect, in the Transactions. The Transactions are not subject to the approval of shareholders or any governmental authority. The Board of Directors of the Company is of the opinion that the Transactions are in the best interest of the HLI Group. HUME INDUSTRIES: Unveils Proposed Disposal Details -------------------------------------------------- Hume Industries (Malaysia) Berhad (HIMB) proposed to seek stockholders' approval to undertake the disposal of up to 941,000 ordinary shares of RM1.00 each (OYL Shares), representing up to 0.72 percent of the issued and paid-up share capital of OYL through the open market/placement through stockbroker(s). The proposed disposal of OYL Shares is referred to as the "Proposed Disposal" and the stockholders' approval for the Proposed Disposal is referred to as "Share Disposal Mandate". DETAILS OF THE PROPOSED DISPOSAL On 7 April 2003 and 11 July 2003, the Company announced that it and its wholly-owned subsidiary, Hume Plastics (Malaysia) Sdn Berhad (HPlastics), disposed of 801,166 OYL Shares in aggregate, for a total consideration of RM18,584,014.18 (after deduction of brokerage and stamp duty charges) of which 742,166 OYL Shares (700,586 OYL Shares held by HIMB and 41,580 OYL Shares held by HPlastics) representing 0.57 percent of the issued and paid-up capital of OYL, were disposed of at RM22.98 per OYL Share (after deduction of brokerage and stamp duty charges) and 59,000 OYL Shares (held by HIMB) representing 0.04 percent of the issued and paid-up capital of OYL, were disposed of at RM25.97 per OYL Share (after deduction of brokerage and stamp duty charges) (collectively referred to as "said Disposals). The said Disposals were direct business transactions through a stockbroker. The relevant percentage ratio of the said Disposals as determined in accordance with paragraph 10.02(h) of the Listing Requirements of Kuala Lumpur Stock Exchange (Listing Requirements) is 4.99 percent. After the said Disposals, HIMB holds a balance of 941,000 OYL Shares, representing 0.72 percent of the issued and paid-up share capital of OYL. The Company proposes to further dispose of up to 941,000 OYL Shares via the open market/ placement through stockbroker(s). The Proposed Disposal shall be at prices which shall not be more than ten percent (10 percent) discount to the 5-day weighted average market price of OYL Shares preceding the relevant dates of the transactions, provided that the minimum selling price shall be above the original cost of investment of the said 941,000 OYL Shares. The actual quantum of OYL Shares that can be disposed of pursuant to the stockholders' mandate for the Proposed Disposal shall depend on the selling price(s) such that the aggregate consideration for the disposal of the said 941,000 OYL Shares (including the said Disposals as announced on 7 April 2003 and 11 July 2003) shall not in any 12-month period be equal to or exceed 25 percent of the relevant percentage ratio as set out in paragraph 10.02 (h) of the Listing Requirements. Upon the disposal of said 941,000 OYL Shares, the HIMB Group will not hold any shares in OYL. The Share Disposal Mandate shall be valid for a period of one (1) year from the date of the stockholders' approval at the forthcoming Extraordinary General Meeting (EGM). The original cost of investment for the said 941,000 OYL Shares made during the period from 1989 to 1997 was RM7,189,468 or RM7.64 per OYL Share. The OYL Shares shall be disposed of free from all liens, charges and other encumbrances and with all rights attaching thereto including, without limitation, all rights, bonuses and dividends declared or paid after the relevant dates of the transactions. INFORMATION ON OYL OYL was incorporated on 4 February 1974 and is listed on the Main Board of the KLSE on 5 June 1986. The authorized share capital of OYL is RM200,000,000 divided into 200,000,000 ordinary shares of RM1.00 each and the present adjusted issued and paid-up capital (after adjusting for the 6,125,800 OYL treasury shares) as at 5 September 2003 is RM131,657,745 comprising 131,657,745 ordinary shares of RM1.00 each. The audited NTA as at 30 June 2002 and profit after tax of OYL for the financial year ended 30 June 2002 are RM643.78 million and RM262.84 million respectively. The unaudited net tangible assets (NTA) of OYL as at 30 June 2003 and profit after tax of OYL for the financial year ended 30 June 2003 are RM795.98 million and RM276.34 million respectively. OYL is principally an investment holding Company and is also engaged in the manufacture and sale of air-conditioning equipment. The principal activities of OYL's subsidiaries include the design, manufacture, marketing, distribution, installation and servicing of heating, ventilation and air conditioning systems and products, air filtration systems and products, refrigeration and freezing systems and products and electronic products. RATIONALE FOR THE SHARE DISPOSAL MANDATE The said 941,000 OYL Shares, together with the 801,166 OYL Shares disposed of earlier, represent the rump OYL Shares held after the recent completion of the demerger of OYL Shares to stockholders of HIMB. The Share Disposal Mandate will provide HIMB the flexibility to effect the Proposed Disposal at the opportune time to realize potential gains from the said OYL Shares. The sale proceeds arising from the Proposed Disposal would be used for working capital purposes. EFFECTS OF THE SHARE DISPOSAL MANDATE 5.1 Share capital and major stockholders' stockholding The Share Disposal Mandate will not have any effect on the share capital and major stockholders' stockholdings in HIMB. Earnings and NTA As the prevailing market price of the OYL shares is higher than the original investment cost of the said OYL Shares, the HIMB Group is expected to realize a gain from the Proposed Disposal. The extent of the increase in earnings and NTA per share will be dependent on the actual selling prices and the quantum of the OYL Shares disposed of pursuant to the Share Disposal Mandate. DIRECTORS' AND MAJOR STOCKHOLDERS' INTERESTS Hong Leong Company (Malaysia) Berhad is a major stockholder/shareholder of HIMB and OYL. Y Bhg Tan Sri Quek Leng Chan is a Director and major stockholder/shareholder of HIMB and OYL. Mr Kwek Leng San is a Director of HIMB and OYL and a brother of Y Bhg Tan Sri Quek Leng Chan. Save as disclosed, none of the other Directors, major stockholders and persons connected with them have any interest, direct or indirect, in the Share Disposal Mandate. CONDITION FOR THE SHARE DISPOSAL MANDATE The Share Disposal Mandate is subject to the approval of the stockholders of HIMB at the forthcoming EGM to be convened. INDEPENDENT ADVICE The Directors of HIMB have appointed Deloitte & Touche Corporate Advisory Services Sdn Bhd as the independent adviser to advise the independent Directors and minority stockholders of HIMB on the Share Disposal Mandate. DIRECTOR'S OPINION The Board of Directors of the Company is of the opinion that the Share Disposal Mandate is in the best interest of the HIMB Group. KUALA LUMPUR INDUSTRIES: Proposes Debt Restructuring Scheme ----------------------------------------------------------- Kuala Lumpur Industries Holdings Berhad (KLIH) refers to its announcement on 26 August 2003. On behalf of KLIH, Commerce International Merchant Bankers Berhad announced that the RM30,000,000 nominal value redeemable convertible secured loan stocks A and RM18,500,000 nominal value redeemable convertible secured loan stocks B of Equine Capital Berhad (ECB) have been issued on 11 September 2003. The proposed corporate and debt restructuring within the framework of Pengurusan Danaharta Nasional Berhad Act, 1998 (Proposals) are still pending the completion of the following: (i) Rights issue of up to 27,338,319 new ordinary shares of RM1.00 each in ECB (ECB Shares) to the shareholders of KLIH whose names appear on the record of depositors of KLIH as at 30 July 2003, at an issue price of RM1.00 per ECB Share on the basis of nine (9) ECB Shares for every one (1) ECB Share held after the share swap; (ii) Offer for sale of up to 24,962,409 ECB Shares by the unsecured creditors of KLIH to public investors on a best effort basis at an offer price of RM1.00 per ECB Share; (iii) Repayment to the creditors of KLIH from the rights issue proceeds; and (iv) Transfer of the listing status of KLIH to ECB. LONG HUAT: Appoints Ernst & Young as Investigative Auditor ---------------------------------------------------------- As announced on 22 July 2003, one of the conditions imposed by the Securities Commission (SC) on its approval on the Proposed Restructuring Scheme of Long Huat Group Berhad (LHUAT) was that the Company is required to, inter-alia, appoint an independent audit firm to conduct an investigative audit on the past losses of LHUAT Group. Accordingly, the Company announced that the Company, had, on 10 September 2003, appointed Messrs Ernst & Young to carry out the said investigative audit. PARIT PERAK: SC Okays Restructuring Proposal -------------------------------------------- Parit Perak Holdings Berhad (Special Administrators Appointed) (PPHB) announced the following proposals: Proposed PPHB Acquisition; Proposed Liqua Acquisition; Proposed Buyback; Proposed Put and Call; Proposed Restricted Offer for Sale; Proposed Debt Settlement; Proposed Disposal; Proposed Placement; Proposed Transfer of Listing Status; and Proposed Waiver Contents: 1. INTRODUCTION Reference is made to the above Proposals which have received the approval of the Securities Commission (SC) vide its letters dated 10 March 2003, 14 April 2003 and 22 April 2003 and the approval of the Foreign Investment Committee (FIC) vide its letter dated 30 December 2002. 2. EXCHANGE OF LETTERS Alliance Merchant Bank Berhad (Alliance), on behalf of the Company wishes to announce that by the exchange of letters dated 11 September 2003 between PPHB and the promoters of Liqua Health Corporation Berhad (formerly known as Joycity Holdings Sdn Bhd) (LHCB), namely, Align Matrix Sdn Bhd and Liqua Health (M) Sdn Bhd (collectively, the Promoters), the parties to the restructuring agreement underlying the Proposals, have agreed to extend the deadline for the Promoters to procure a bank guarantee for the amount of RM13,860,000 as security for the Promoters to perform the obligations under the Proposed Buyback (as defined in our announcement dated 12 March 2003) (Bank Guarantee A) from 26 April 2003 (being forty-five (45) days from the date of the SC's approval for the Proposals, which was received on 10 March 2003), until the end of three (3) market days from the date of completion of the Proposed PPHB Acquisition (as defined in our announcement dated 12 March 2003), or such other date as the Special Administrators of PPHB (SA) may at their sole discretion determine. 3. EXECUTION OF AGREEMENTS Further, Alliance also wishes to announce that on 11 September 2003, the creditors' agent of PPHB (Creditors' Agent) and the Promoters have executed two agreements, namely the Sale of Shares and Warrants Agreement and the Put and Call Agreement both of even date, to formalize the Proposed Buyback and Proposed Put and Call. 4. SALIENT TERMS OF THE SALE OF SHARES AND WARRANTS AGREEMENT The salient terms of the Sale of Shares and Warrants Agreement are as follows: (i) The Creditors' Agent agrees to sell and the Promoters agree to purchase 18,000,000 ordinary shares of RM0.50 each in LHCB (LHCB Shares) and 3,600,000 5-year free detachable warrants 2003/2008 (Warrants) attached, for the purchase consideration of RM13,860,000, free from all charges, liens or any other encumbrances whatsoever and howsoever arising and with all rights, benefits and advantages now or hereinafter attaching to the said LHCB Shares and Warrants including without limitation all dividends and other distributions which may be declared, made or paid in respect thereof after the completion of the Sale of Shares and Warrants Agreement; (ii) As security for the Promoters' obligations under the Sale of Shares and Warrants Agreement, the Promoters are required to procure Bank Guarantee A within three (3) market days from the date of completion of the Proposed PPHB Acquisition or such other date as the SA may at their sole discretion determine; and (iii) Unless otherwise agreed by the parties in writing and subject to the fulfillment of the conditions precedent, the completion of the Sale of Shares and Warrants Agreement shall take place seven (7) days after the Sale of Shares and Warrants Agreement becomes unconditional or such other date as the SA may determine. 5. SALIENT TERMS OF THE PUT AND CALL AGREEMENT The salient terms of the Put and Call Agreement are as follows: (i) The Creditors' Agent grants to the Promoters the option to purchase from the Creditors' Agent 18,000,000 LHCB Shares with 3,600,000 Warrants, at the exercise price of RM0.75 per LHCB Share and RM0.10 per Warrant. On the exercise of the option during the period commencing seven (7) market days immediately prior to the date of listing of LHCB on the Main Board of the Kuala Lumpur Stock Exchange (KLSE) and ending six (6) months after the date of listing of LHCB (Call Option Period), the Creditors' Agent shall become bound to sell and the Promoters shall become bound to complete the purchase of all but not part of the said LHCB Shares with Warrants stipulated in the option notice given by the Promoters to the Creditors' Agent (Call Option); (ii) The Promoters grant the Creditors' Agent the option to sell to the Promoters 18,000,000 LHCB Shares with 3,600,000 Warrants attached, at the exercise price of RM0.75 per LHCB Share and RM0.10 per Warrant. On the exercise of the option during the period of twenty (20) market days commencing on the day immediately after the day of expiry of the Call Option Period (Put Option Period), the Promoters shall become bound to purchase and the Creditors' Agent shall become bound to complete the sale of all but not part of the said LHCB Shares and Warrants stipulated in the option notice given by the Creditors' Agent to the Promoters (Put Option); (iii) As security for the Promoters' obligations under the Put and Call Agreement, the Promoters agree to procure the release of a deposit sum amounting to RM13,860,000 by Alliance acting as placement agent for the Proposed Placement to the Creditors' Agent upon the issuance of the notices of allotment of such LHCB Shares; (iv) the Promoters may exercise the Call Option at any time during the Call Option Period and the Creditors' Agent may exercise the Put Option on behalf of the Creditors of PPHB during the Put Option Period in respect of either some or all of the remaining 18,000,000 LHCB Shares and the 3,600,000 Warrants not called on by the Promoters at the end of the Call Option Period; and (v) Upon the occurrence of an event of default, including, inter alia, the Promoters' default in performing any of their obligations under the Put and Call Agreement, the Creditors' Agent shall be entitled to the following: (a) At its sole discretion by notice in writing to the Promoters to immediately purchase all of the remaining 18,000,000 LHCB Shares and 3,600,000 Warrants held by the Creditors' Agent whereupon the aggregate option price shall immediately become payable. (b) At its sole discretion to dispose all the 18,000,000 LHCB Shares and 3,600,000 Warrants to such party as the Creditors' Agent may deem fit, and after deducting such costs arising from such sale, claim the difference between the amount due from the Promoters and the amount realized by the Creditors' Agent from such disposal to any third party; or (c) Save for a default whereby the Promoters are unable to procure the release of the deposit sum of RM13,860,000 referred to in 5(iii) above, Creditors' Agent shall forfeit the amount of RM13,860,000 placed with them as security for the Promoters to perform their obligations under the Put and Call Agreement, and the Creditors' Agent shall forthwith comply with its obligations to complete the Put and Call Agreement. SJA BERHAD: Enters Winding Up Petition -------------------------------------- Further to our announcement dated 30th October 2002 in respect of the winding-up petition by Bank Utama (Malaysia) Berhad, this is to inform the Kuala Lumpur Stock Exchange that at a hearing ordered by the High Court of Penang on 10th September 2003, the Honorable Judge had granted to the petitioner the order for the Company to be wound-up and appointed the Official Assignee for implementation. SPORTMA CORP.: Appoints Tan Kim Leong as Provisional Liquidator --------------------------------------------------------------- The Board of Directors of Harn Len announced that pursuant to the implementation of the workout proposal of Sportma Corporation Bhd (Sportma) under the Pengurusan Danaharta Nasional Berhad Act, which amongst others, include the transfer of the listing status of Sportma to HARN LEN and the liquidation of Sportma thereafter, the Board of Directors of Sportma had on 9 September 2003 placed Sportma into provisional liquidation by way of creditors' voluntary liquidation. Following the provisional liquidation, meetings of the member and creditors of Sportma have been summoned on 19 September 2003 for the purpose of, amongst others, seeking the resolution of the shareholder of Sportma for the winding-up of the Company as well as the creditors' resolution for the appointment of Liquidator. Notice of the said meetings have been dispatched to the member and creditors of Sportma on 9 September 2003 and advertised in the New Straits Times and Berita Harian on 10 September 2003. In the above regard, Mr Tan Kim Leong, JP has been appointed as the Provisional Liquidator of Sportma by the Directors of Sportma on 9 September 2003. The liquidation of Sportma will not have any material financial or operational impact on HARN LEN as the financial of Sportma was not consolidated in the HARN LEN Group because HARN LEN's investment in Sportma was only short term resulting from the transfer of the listing status of Sportma to the Company. After the said transfer of listing, Sportma shall be liquidated. ===================== P H I L I P P I N E S ===================== DIGITAL TELECOMMUNICATIONS: Seeks US$120M Loan for Cellular Unit ---------------------------------------------------------------- Digital Telecommunications Philippines Inc. is seeking US$120 million in financing over the next three years to fund civil works to support wireless unit Sun Cellular, the Philippine Daily Inquirer newspaper reported, quoting Philippine Export- Import Credit Agency President Joel Valdes. Philexim has been asked to provide a guarantee on the planned borrowing. Digitel has started negotiations to borrow from the Overseas Private Investment Corp of the United States, the report said. NATIONAL POWER: Posts H103 Php34B Net Loss ------------------------------------------ National Power Corporation (Napocor) posted a net loss of 34 billion pesos in the first half, narrower than the projected 38 billion pesos loss for the period due to better sales and lower expenses, versus a loss of 7.4 billion pesos a year earlier, Dow Jones reported on Monday. Napocor sold 16.2 million megawatt-hours (mWh) in the first half, up 6 percent from 15.3 million mWh a year ago. However, Company officials said the first-half performance was hurt by the deterioration of the peso. RAMCAR INC.: Court Okays Amended Rehab Plan ------------------------------------------- The Quezon City Regional Trial Court (RTC) approved recently the second amended rehabilitation plan of leading car battery manufacturer Ramcar, Incorporated, the Philippine Star reports. Since the petition for rehabilitation was submitted on December 18, 2001, the rehab plan has undergone several changes and now incorporates the major concerns of its creditor banks and suppliers. Creditor banks representing around 88 percent of the total obligations have agreed to a settlement under the terms of the rehab plan. Other banks representing the balance are now in the process of settling, also following the rehabilitation plan terms. The debt settlement plan in the second amended rehabilitation plan calls for the restructuring of the secured debt of the petitioners amounting to P1.468 billion, including unpaid interest; the full settlement of the unsecured debt of the petitioners amounting to P6.475 billion; and the immediate payment of the balance of the payables to the suppliers of the petitioners with the reinstatement of credit terms to levels not worse than what were in effect immediately preceding the Dec. 18, 2001 filing of the petition for rehabilitation. Under the second amended rehabilitation plan also, the petitioners intend to pay their secured debt with the new money in the total amount of 872 million pesos, which will come from their shareholders over a period of six years from the approval of the plan. ================= S I N G A P O R E ================= DANA ASIA: Releases Debt Claim Notice to Creditors -------------------------------------------------- The creditors of Dana Asia (Singapore) Pte Ltd (In Members' Voluntary Liquidation), whose debts or claims have not already been admitted, are required on or before 12th October 2003 to submit particulars of their debts or claims and any security held by them to the liquidator. Delivering or sending through the post at the liquidator's address a formal proof of debt in accordance with Form 77 containing their respective debts or claims. In default of complying with this notice they will be excluded from the benefit of any distribution made before their debts or claims are proved or their priority is established and from objecting to the distribution. LIM SAY WAN Liquidator. C/- 6 Shenton Way #32-00 DBS Building Tower Two Singapore 068809. HAW PAR: Unit Appoints Liquidator --------------------------------- Haw Par Corporation Limited has commenced members' voluntary liquidation of its subsidiary, HP Health Holdings Private Limited (HP Health) on 19 August 2003. Ms Yvonne Choo and Mr Tan Cher Liang are appointed as liquidators of HP Health. The liquidation of HP Health is not expected to have any material impact on the earnings per share and the net tangible assets per share of the Group for the financial year ending 31 December 2003. HOTEL MALAYSIA: Proposes Voluntary Liquidation ---------------------------------------------- Further to the announcement by Hotel Malaysia Limited on 20 June 2003 relating to the Company's proposed members' voluntary liquidation pursuant to Section 290(1)(b) of the Companies Act (Cap. 50) (HML Voluntary Liquidation), the Board of Directors of the Company wishes to announce that the Circular dated 5 September 2003 in relation to the HML Voluntary Liquidation (the "Circular) has been dispatched to stockholders of the Company today. A copy of the Circular is available on the website of the Singapore Exchange Securities Trading Limited at www.sgx.com. L&M GROUP: Sees Tough Business Conditions in the Next 12 Months --------------------------------------------------------------- With the continuing weakness in the local construction sector, L&M Group Investments Ltd expects to face tough business conditions in the next 12 months, a Company statement said. The Group will continue to stay focused on its core specialist construction business, concentrate on securing projects with multi-scope, which will have fewer competitors and continue to contain overheads and rationalize operating costs. The Group's order book as at 30 June 2003 was $209 million of which $115 million from Structural Systems Division and $94 million from Geotechnic Division. The notable projects that will contribute to the turnover for second half of 2003 will be MRT Circle Line 825, MRT Circle Line C823 Stage II, Fusionpolis and Visioncrest for Geotechnic Division and MRT Circle Line C821, term contract for HDB Main Upgrading sites, Pasir Panjang Semi- Expressway and Bartley Road for Structural Systems Division. Further to the announcement made on 25th June 2003 in respect to the restructuring of United Overseas Bank Limited (UOB) debts, the Group has now completed its negotiations with UOB and is presently in the process of obtaining the requisite regulatory approvals and waivers to convert $58 million of the UOB debt into equity. The balance $30 million UOB debt will be converted into a $8 million one year loan facility and a $22 million three year term loan facility. The successful completion of this restructuring exercise will improve the cashflow and financial position of the Group which will facilitate improvements in cash flow. NEPTUNE ORIENT: Post Changes in Director's Shareholding ------------------------------------------------------- Following is a notice of changes in Director's Shareholding filed by Neptune Orient Lines Ltd. with the Singapore Exchange: Name of director: Timothy James Rhein Date of notice to Company: 12 Sep 2003 Date of change of shareholding: 09 Sep 2003 Name of registered holder: Timothy James Rhein Circumstance(s) giving rise to the interest: Sales in open market at own discretion Information relating to shares held in the name of the registered holder: No. of shares which are the subject of the transaction: (77,000) % of issued share capital: 0.007 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: S$1.82 No. of shares held before the transaction: 77,343 % of issued share capital: 0.007 No. of shares held after the transaction: 343 % of issued share capital: 0 Holdings of Director including direct and deemed interest Deemed Direct Shares held before: - 77,343 % of issued share Capital:- 0.007 Shares held after: - 343 % of issued share Capital:- 0 Total Shares: Amount of consideration is denominated in Singapore dollars unless otherwise noted. SIN HENG: Creditors to Submit Claims by September 29 ---------------------------------------------------- Notice is hereby given that the creditors of Sin Heng Construction Co Pte Ltd (In Creditors' Voluntary Liquidation), whose debts or claims have not already been admitted, are required on or before 29th September 2003 to submit particulars of their debts or claims and any security held by them to the liquidator. Delivering or sending through the post at the liquidator's address a formal Proof of Debt in accordance with Form 77 containing their respective debts or claims. In default of complying with this notice they will be excluded from the benefit of any distribution made before their debts or claims are proved or their priority is established and from objecting to the distribution. TAM CHEE CHONG Liquidator. Shenton Way, #32-00 DBS Building Tower Two Singapore 068809. STRIKE ENGINEERING: Posts FY03 S$26.6M Net Loss ---------------------------------------------- Mechanical and electrical engineering services provider Strike Engineering has reported full-year net loss of S$26.6 million versus a net loss of S$0.9 million a year earlier, Channel News Asia reports. Strike Engineering blamed the hemorrhage on provisions for project losses and reduced value of its development properties. ZURICH CAPITAL: Issues Notice to Creditors ------------------------------------------ The creditors of Zurich Capital Markets Singapore Pte Limited (In Members' Voluntary Liquidation), which is being wound up voluntarily, are required on or before the 13th day of October 2003 to send in their names and addresses, with particulars of their debts or claims and the names and addresses of their solicitors (if any) to the undersigned, the Liquidator of the said Company, and, if so required by notice in writing by the said Liquidator, are by their solicitors, or personally, to come in and prove their said debts or claims at such time and place as shall be specified in such notice, or in default thereof they will be excluded from the benefit of any distribution made before such debts are proved. LOKE POH KEUN Liquidator. c/o 8 Robinson Road #08-00 ASO Building Singapore 048544. =============== T H A I L A N D =============== JASMINE INTERNATIONAL: Court OKs Fund Transfer to Offset Loss ------------------------------------------------------------- Subject: Approval for Transfer of Reserved Fund to Compensate Accumulated Loss and for Change of Par Value of Shares (Par Split) of Jasmine International Public Company Limited Ltd. The Plan Administrator (the "Plan Administrator"), hereby reports that the Central Bankruptcy Court (the "Court") has approved the petition filed by the Plan Administrator on 12 September 2003 for transfer of reserved fund to compensate accumulated loss and for change of the par value of the Company's shares (par split) (the "Petition of 12 September 2003") in accordance with Section 90/64 of the Bankruptcy Act with the details as follows: (1) Transfer of Reserved Fund to Compensate Accumulated Loss. Under the Business Rehabilitation Plan of the Company (the "Plan"), the Plan Administrator may transfer the reserved fund to compensate accumulated loss of the Company in order to restructure the Company's debts and equity. In addition, such transfer will help improving the Company's accounting status whereby the Company may have an excess cash to repay debts to its creditors and to pay dividends to the shareholders and those making investment in securities of the Company in the future. Upon the Court's deliberation of the Petition of 12 September 2003, the Court has issued the approval order. In the Petition of 12 September 2003, the Plan Administrator states that the transfer of reserved fund to compensate accumulated loss will be completed within 15 business days. After such transfer is completed, the Company's accumulated loss will be reduced from Baht 8,674,641,000 to Baht 4,518,164,000 (which is the amount of accumulated loss of the Company before the reduction of debts under the Plan). (2) Plan to Conduct Change of Par Value of Shares (Par Split. In addition, in the Petition of 12 September 2003, the Plan Administrator requested the Court to approve the change of the par value of the Company's shares (par split) from Baht 10 per share to Baht 1 per share. By doing so, trading of the Company's securities on stock exchange will have higher liquidity, which will be beneficial to all investors and creditors of the Company. Upon the Court's deliberation of the Petition of 12 September 2003, the Court has issued the approval order. In the Petition of 12 September 2003, the Plan Administrator states that the change of the par value of the Company's shares will be conducted and completed at such time the Plan Administrator deems appropriate but after the commencement date of the debt repayment programs under the Plan. The Company, therefore, notify this letter to all investors concerned. Please be informed, and should there be any progress, the Company will promptly inform you accordingly. Authorized director Mr. Somboon Patcharasopak Chaengwatana Planner Co., Ltd. Plan Administrator Jasmine International Public Company Limited THAI PETROCHEMICAL: Explains Auditor's Opinion in Latest Books -------------------------------------------------------------- To: The President Subject: Further information regarding the auditor's opinion on TPI Financial Statements With reference to our previous letter dated 21 August 2003 regarding the clarification to the auditor's opinion on the Interim Financial Statements for the second quarter ended June 30, 2003 of Thai Petrochemical Industry Plc (TPI) and Subsidiaries. The further information on this matter is presented as follows: (1) As the auditor cannot assure himself of the success of TPI Reorganization Plan due to the failure to meet the interest payment schedule for 3 consecutive months possibly affecting the going concern of the business, the failure to meet the interest payment is one of the events of default under TPI reorganization plan. However, the Participating Scheme Creditor has not taken voting for further action due to the event of default. As the Central Bankruptcy appointed the Ministry of Finance for TPI Plan Administrator on 11 July 2003, the Committee of Creditor has postponed the Participating Scheme Creditor voting on the event of default from 22 August 2003 to 22 September 2003. However, the Plan Administrator is in the process of reviewing TPI' s financial standing in order to come up with suitable solution with the Committee of Creditors. Additionally, the Plan Administrator has already selected financial advisor to conduct financial due diligence of TPI's assets and liabilities and to prepare an amended Reorganization Plan. That would expect to be completed in approximately 90 days after the signing of the mandate. (2) According to auditor's concern on the legal consulting fee expenditure of approximately THB31.57 million which was invoiced and incurred during the term of management of the former Plan Administrator (Effective Planners Limited) but has not been recorded yet. The Plan Administrator found that the expenditure was incurred prior to the appointment of the Plan Administrator. However, the expenditure is considered as TPI's commitment but the amount of payment is considerably high, the Plan Administrator has to verify the invoices before undertaking the payment. (3) According to the auditor's concern on the revision of appraisal value of TPI and subsidiaries' land, buildings and equipments, which has not been recorded yet, the Plan Administrator is now reviewing the appraisal. (4) The Company has offset transactions between related parties in receivables with short-term loans, and payables with short- term loans without arranging a formal contract or memorandum, and therefore there is uncertainty as to their legal validity and affect of these transactions on the valuation of assets and liabilities. The Plan Administrator found that these transactions were occurred during the management of the interim Plan Administrator. Currently, the Plan Administrator has been reviewing these transactions for appropriate practice. (5) The auditor conducted his review limited primarily to inquiries of company personnel and analytical procedures applied to financial data, thus provides less assurance than an audit in accordance with generally accepted auditing standards. Accordingly, that the auditor does not express his opinion on the review of the Interim Financial Statements for the period ended June 2003 is in accordance with auditing standard volume 910 applicable to review engagement. Please kindly be informed. Faithfully Yours, Suwit Nivartvong For Plan Administrator Thai Petrochemical Industry PCL TPI POLENE: Restates First Quarter Financial Statements ------------------------------------------------------- To: The President The Stock Exchange of Thailand Subject: An adjustment to the financial statements for TPI Polene Public Company Limited ("TPIPL") would like to provide the Stock Exchange of Thailand the Company's financial statements for Q1/2003 (Restated Version) as reviewed by TPIPL's statutory auditor. The adjustment was made by deducting the purchase of 20 million shares of TPIPL for the amount of THB333.25 million made by its 99.99% owned subsidiary company from its shareholder's equity for Q1/2003 ended March 31, 2003 in order to comply with the generally accepted accounting principles practiced in Thailand and the regulations of the Securities and Exchange Commission. The adjustment has substantial effects on TPIPL's financial statements as the followings: (Unit: 000 Baht) The Company's Statements Consolidated statements Before After Before After Net Income (loss) 317,883 317,883 317,883 317,883 Net Earning (Loss) Per share (Baht) 0.63 0.64 0.63 0.64 Current Assets 7,502,725 7,502,725 7,749,726 7,416,478 Current Liabilities 51,876,695 52,209,943 53,244,372 53,244,372 Total Shareholder's Equity 12,556,418 12,223,170 12,556,419 12,223,171 Book Value Per Share (Baht) 24.90 24.46 24.90 24.46 Weighted Average Number of Ordinary Shares (Share) 504,232,857 499,752,426 504,232,857 499,752,426 Please be informed accordingly. Yours faithfully, Mrs. Orapin Leophairatana Senior Executive Vice President ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. 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