/raid1/www/Hosts/bankrupt/TCRAP_Public/030930.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 30, 2003, Vol. 6, No. 193
Headlines
A U S T R A L I A
BALLARAT GOLDFIELDS: AGM Fixed on October 31
C&A RICHARDS: SimsPartners Appointed as Liquidator
PAN PHARMACEUTICALS: Selim Wants Administrator's Decision Review
VOICENET (AUST): Former Director Dawson Charged
TRANZ RAIL: John Loughlin Steps Down as CFO
TRANZ RAIL: 2003 Annual Report Released
C H I N A & H O N G K O N G
CAPITAL LANE: Winding Up Sought by Industrial and Commercial
CHAMP MILLION: Winding Up Hearing Scheduled in October
ESUN HOLDINGS: 2003 Net Loss Narrows to HK$4.713M
FAITH GO: Winding Up Petition Pending
FIRST OUT: Hearing of Winding Up Petition Set
HAIER-CCT HOLDINGS: Widens Operations Loss to HK$87,777M
HK CONSTRUCTION: Creditors Meeting Set on October 3
SEAPOWER RESOURCES: Releases Q103 Financial Results
I N D O N E S I A
BANK BUKOPIN: Pefindo Assigns `idBBB' Rating to Rp236B Debt
INDOFARMA TBK: Seeks Rp240B Fresh Loan for Debt Refinancing
TUNAS FINANCINDO: Rp500B Bond I/2003 Assigned `idBBB+'
J A P A N
AOZORA BANK: Harshfield Takes Over as Chairman
MATSUYA DENKI: Home Appliances Retailer Enters Rehab
MITSUBISHI MOTORS: Borrows $1.6 Billion to Repay Debt
MITSUBISHI MOTORS: Opens Customer Call Center Seven Days a Week
OKAYAMA RESORT: Golf Course Development Firm Enters Rehab
RESONA HOLDINGS: Eyes Rehab Plan With Goldman
K O R E A
ASIANA AIRLINES: Closing Seoul-Guam Route on Tuesday
KOOKMIN BANK: Bank Shares Tumble
KOOKMIN BANK: FSC Approves Merger With Kookmin Credit Card
SK NETWORKS: Sheraton Walkerhill Hotel For Sale
KOOKMIN BANK: MOFE Aims to Dispose of Government-owned Stock
M A L A Y S I A
ACTACORP HOLDINGS: Acquires Shipyard to Enhance Earnings
BERJAYA LAND: Proposes Revised B-Land Inter-Company Settlement
EPE POWER: SC Conditionally OKs Proposed Restructuring Scheme
IDRIS HYDRAULIC: Debt Settlement Agreement Cut Off Date Extended
GLOBAL CARRIERS: Complying With 25% Public Spread Requirement
INNOVEST BERHAD: Registry Strikes Off Dormant Unit
INTAN UTILITIES: Issues Defaulted Payment Details
KELANAMAS INDUSTRIES: Oct 17 EGM Scheduled
NAM FATT: EBB Ceases to be Substantial Shareholder
PSC INDUSTRIES: Proposes Shipyard Disposal to Cut Debts
TECHNO ASIA: Discloses August Production Figures
UCP RESOURCES: Currently Implementing Proposed Debt Scheme
WEMBLEY INDUSTRIES: Seeks Investigative Audit Time Extension
P H I L I P P I N E S
PHILIPPINE LONG: In Talks With AT&T and MCI-Worldcom
UNITED COCONUT: Elects Vistan as New Chairman
UNITED COCONUT: Must Submit Financial Program by Yearend, BSP
S I N G A P O R E
ASIA PULP: Signs MOU with IBRA and ECAs
CAPITALAND LIMITED: Unit Enters Liquidation
DON HILLSON: Releases Winding Up Order Notice
DSTORE SINGAPORE: Issues Notice of Preferential Dividend
KINTETSU INTERNATIONAL: Creditors to Submit Claims by October 27
NEPTUNE ORIENT: Clarifies Vessel Collision Report
PARKWAY HOLDINGS: Dissolves U.S. Units
TORICA SINGAPORE: Creditors to Submit Claims by October 27
WEE POH: Issues Group Performance Update
T H A I L A N D
ADVANCE PAINT: Reports EGM No.1/2546 Approved Resolutions
CENTRAL PAPER: Issues Warrants Exercise Results
JASMINE INTERNATIONAL: Posts Capital Increase Report Form
JASMINE INTERNATIONAL: Posts Warrant II Details
SINO-THAI RESOURCES: SET Grants Listed Securities
* BOND PRICING: For the week of September 29 - October 3, 2003
- - - - - - - -
=================
A U S T R A L I A
=================
BALLARAT GOLDFIELDS: AGM Fixed on October 31
--------------------------------------------
Notice is hereby given that the Annual General Meeting of the
members of Ballarat Goldfields NL will be held at the Ballarat
Lodge, 613 Main Road, Ballarat at 10:00 am on Friday 31 October
2003.
ORDINARY BUSINESS
RESOLUTION 1 Consider Accounts and Reports
To consider the Directors Report, Financial Report and the
Auditor's Report for the year ended 30 June
2003.
RESOLUTION 2 Re-Election of Mr Colin Smith
Mr Colin Smith retires by rotation in accordance with the
Company's Constitution and, being eligible, offers
himself for re-election.
SPECIAL BUSINESS
RESOLUTION 3 Approval of previous share and option issues
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.4, the Company
approves the previous issue of 58 million ordinary shares and 3
million options to subscribe for ordinary shares on the dates
and at the prices set out in the Explanatory Notes."
RESOLUTION 4 Approval of proposed share issue
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1, the Company is
authorized to issue up to 90 million ordinary shares at no less
than 90% of the average closing market price for shares over the
5 days on which sales are recorded before the day the shares are
issued, and otherwise on the terms and conditions described in
the Explanatory Notes."
RESOLUTION 5 Remuneration of non-executive directors
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 10.17, the Company's
Constitution and Section 195(4) of the Corporations Act, the
Company approve an increase in the payment of fees to the non-
executive directors in respect of each financial year of the
Company commencing on a pro-rata basis from no earlier than 1
January 2004 from a present maximum of $120,000 in aggregate to
a maximum of $250,000 in aggregate, to be divided between the
non-executive directors in such proportions as the directors
determine, and in default of agreement equally but with the
Chairman receiving twice that of the other non-executive
directors."
RESOLUTION 6 Issue of options to Mr Laufmann
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1 and ASX Listing
Rule 10.11, the Company approve the issue of 7 million options
to the Managing Director, Mr Richard Laufmann, exercisable at
the prices described in the Explanatory Notes, expiring on 30
September 2007, on the terms and conditions described in the
Explanatory Notes."
RESOLUTION 7 Issue of options to Mr Smith
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1 and ASX Listing
Rule 10.11, the Company approve the issue of 3 million options
to the Chairman, Mr Colin Smith, exercisable at the prices
described in the Explanatory Notes, expiring on 30 September
2007, on the terms and conditions described in the Explanatory
Notes."
RESOLUTION 8 Issue of options to Mr Mather
To consider, and if thought fit, pass the following resolution
as an ordinary resolution:
"That for the purposes of ASX Listing Rule 7.1 and ASX Listing
Rule 10.11, the Company approve the issue of 1 million options
to the non-executive director, Mr Nicholas Mather, exercisable
at the prices described in the Explanatory Notes, expiring on 30
September 2007, on the terms and conditions described in the
Explanatory Notes."
C&A RICHARDS: SimsPartners Appointed as Liquidator
--------------------------------------------------
The Australian Securities and Investments Commission has
obtained orders and declarations by consent in the Supreme Court
of New South Wales (NSW) appointing a liquidator to C&A Richards
Pty Ltd (C&A Richards), the company which operates Cootamundra
Insurance Consultants in Cootamundra, NSW and Insurance Made
Easy* in the Lennox Heads area of NSW.
Mr Anthony Sims, of SimsPartners, has been appointed liquidator
of C&A Richards.
The Court also made orders which permanently restrain C&A
Richards, and the company's directors, Mr Christopher Richards
and Mrs Annette Richards, from conducting a financial services
business, and arranging or holding out as being entitled to
arrange a contract of insurance as an agent of an insurer (which
is authorized to conduct a financial services business), in
contravention of the law.
Rural & General have advised ASIC that they have terminated
their agency agreement with Insurance Made Easy effective from
Friday 29 August 2003. Allianz have also terminated its
agreement with C&A Richards effective from 13 October 2003.
Mr Christopher Richards and Mrs Annette Richards also consented
to orders requiring them to write to each of their clients to
advise them of these orders, and to ask them to check with
insurers that their insurance is in place.
"ASIC will take action to remove unlicensed insurance brokers
and providers of financial services from the marketplace who
fail to meet their obligations under the law", ASIC Director of
Enforcement, Mr Allen Turton said.
These orders follow declarations by the Court that Mr and Mrs
Richards, and C&A Richards, acted as insurance brokers under the
Insurance (Agents and Brokers) Act (IABA) without a license, and
failed to gain a license as required under the financial
services provisions of the Corporations Act.
The Court also declared that Mr and Mrs Richards, and C&A
Richards:
* represented that they were insurance brokers in
circumstances where they were not registered;
* arranged contracts of insurance on behalf of a number of
insurers without having a written agreement;
* failed to pay to insurers the insurance premiums which they
had received from their clients; and
* failed to inform their clients that the clients' insurance,
which had been arranged on their behalf by C&A Richards, had
been cancelled by the insurer.
Background
All insurance brokers who are currently registered under the
IABA are required to renew their registrations annually until
March 2004, when the financial services provisions of the
Corporations Act will supersede the old IABA provisions.
As of 11 March 2002, any insurance broker who failed or fails to
renew their registration cannot reapply for registration under
the IABA. Instead, all new applicants are now regulated under
the Corporations Act.
Under the Corporations Act, an insurance broker must hold an
Australian Financial Services License (AFSL) or be appropriately
authorized by an AFSL holder to provide the service.
* This business is in no way related to World Assist Travel
Insurance Pty Ltd, trading as 'Insurance Made Easy', in
Rowville, Victoria.
PAN PHARMACEUTICALS: Selim Wants Administrator's Decision Review
----------------------------------------------------------------
At the adjourned Creditors' Meeting of Pan Pharmaceuticals
Limited (In Liquidation) held on September 23, 2003, creditors
resolved that the Deed of Company Arrangement of proposed by Mr
Jim Selim and Mr Fred Bart be rejected and that the Company
enter into Liquidation.
On 25 September 2003, Mr Jim Selim filed an Application in the
New South Wales Supreme Court seeking orders that the court
review the Administrator's decisions in relation to a number of
matters including, the admission of proxies and proofs of debt
at the Creditors' Meeting and the exercise of his casting vote
on the resolution to liquidate the company.
A copy of Selim's Application can be viewed at
http://bankrupt.com/misc/TCRAP_PAN0930.pdf.
VOICENET (AUST): Former Director Dawson Charged
-----------------------------------------------
Mr Alan Dawson, a former managing director of listed company
Voicenet (Aust.) Ltd (Voicenet), appeared Friday in the Perth
Court of Petty Sessions on two charges brought by the Australian
Securities and Investments Commission (ASIC).
Mr Dawson, 52 years old of Peppermint Grove, Western Australia,
was charged with two counts of failing to act honestly in the
discharge of his duties as a director of Voicenet.
ASIC alleges that Mr Dawson failed to ensure Voicenet received
payment of approximately $1 million on conversion of 2 million
Voicenet options into ordinary Voicenet shares. The conversion
occurred on 2 July 1999 and 6 July 1999.
Payment was due from Property Corp International Pty Ltd, a
company related to Mr Dawson, however, ASIC alleges payment was
not made until four months after the options were exercised,
during which time Mr Dawson sold Voicenet shares.
Mr Dawson was not required to enter a plea, and was placed on
personal bail, including a requirement to notify the
Commonwealth Director of Public Prosecutions (CDPP) of any
intended travel.
The matter, which is being prosecuted by the CDPP, was adjourned
until 10 October 2003 for plea.
ASIC and the CDPP, in conjunction with the Australian Federal
Police, have also obtained a restraining order over the private
residence of Mr Dawson under the Commonwealth Proceeds of Crime
Act, which prevents him from disposing of his interest in the
property, pending determination of the charges.
TRANZ RAIL: John Loughlin Steps Down as CFO
-------------------------------------------
Tranz Rail Chairman Wayne Walden announced Monday that John
Loughlin would step down as Chief Financial Officer of Tranz
Rail from 30 September 2003 and return to being a non-executive
director for the company.
"John stepped in to the role as acting Chief Financial Officer
in April on a temporary basis and the project work he has
undertaken is largely completed. Also the ownership of the
company is becoming increasingly clear as the takeover bid from
Toll Holdings gains momentum."
"John is keen to get back to focusing on his other business
interests and to give more time to his Hawkes Bay-based family.
"The Board is grateful for John's contribution in what have been
extremely challenging times. We are pleased that John has
indicated that he will continue to be available to assist the
company and to overview its progress.
"In the meantime group financial controller Brian Fouhy, will
act as Chief Financial Officer pending the final outcome of the
Toll takeover bid," said Mr Walden.
TRANZ RAIL: 2003 Annual Report Released
---------------------------------------
Tranz Rail Holdings Limited released on Monday its 2003 annual
report. Below is Chairman Wayne Walden's letter to the
shareholders:
"Tranz Rail concluded the 2003 financial year with an improved
financial performance, heads of agreement in place with the
Crown on a joint plan for restructuring and developing the New
Zealand railway system that included the immediate placement of
a secured deposit of $44 million with the Company, and with
shareholders considering an offer from Toll Group (NZ) Limited
(Toll) to take over the Company. It has been an eventful year.
The improved performance in the 2003 financial year fell short
of the forecast provided to shareholders at the beginning of the
year.
* Operating profit from trading increased from $25.2 million
to $40.0 million - against the Company's rights issue prospectus
forecast of $53.1 million.
* Net loss after tax improved from $122.7 million to $2.6
million.
The financial result for the 2003 financial year was largely
influenced by adverse changes in the external business
environment. Compared with the prospectus forecast, revenue was
affected by drought, a strike at a customer's plant, changes in
shipping port calls and increased competition on the Cook
Strait.
Negative cost factors compared with the prospectus forecast
were:
* lower than expected savings in terminal operations;
* increased insurance costs mainly from premium increases - a
problem confronting most businesses;
* costs associated with the disposal of certain assets and
businesses which did not occur; and
increased interest costs arising from unavoidable increases in
* debt and interest rates as
a consequence of the tight liquidity position experienced during
the year, and costs of debt refinancing;
* increased taxation expense due to the recognition of an
impairment of tax losses.
These negatives were partially offset by the positive impact of
foreign exchange rates on leases and fuel, lower operating costs
reflecting lower freight volumes compared with forecast,
releases of provisions not required, and higher than anticipated
depreciation savings from asset write downs. Surplus asset sales
initiated during the year did not eventuate. Negotiations were
commenced to sell the Tranz Link Distribution Services Group
business, the Tranz Metro Wellington business, Wellington
railway station and specialist rolling stock equipment. On 20
June 2003, your Directors decided to suspend the asset sales
programmed until resolution is achieved in respect of the Crown
track network transaction and the offer made to shareholders by
Toll.
In the 2003 financial year, the Company's operating cash flow
improved by $30.8 million on the previous year's level. This
improvement resulted from better working capital management,
increased revenue and reduced operating costs. Total debt was
reduced by $24.3 million, mainly as a result of a favorable
movement in the NZD/USD exchange rate. Included in the total
debt is the secured deposit from the Crown that was received in
June 2003. The gearing of the Company also improved with equity
at June 2003 being 44.6% of total assets compared to 39.1% at
the end of the previous financial year.
The Company achieved three major financial restructuring
objectives in the course of the year: the negotiation of new
bank facilities through to June 2004, the renegotiations of the
terms of lease on the ferry Aratere, and a capital raising of
$65 million by a 5 for 7 rights issue of new shares at 75 cents
a share. The other significant achievement of the year under
review was the negotiation of a heads of agreement between the
Company and the Crown on a proposal for new arrangements
regarding the ownership, operation, maintenance and development
of the rail track network. The track and network ownership
arrangements proposed in the heads of agreement between the
Crown and the Company required shareholders' consideration and
approval before they could be finalized. Details of the proposal
were provided to shareholders in the Target Company Statement of
4 August 2003.
On signing the heads of agreement, the Crown paid to Tranz Rail
a deposit of $44 million in respect of assets to be acquired if
the proposal proceeded, and if the proposal does not proceed,
that deposit plus interest is to be repaid by the Company on 30
June 2004. Negotiations between the Company and the Crown on the
details of new track ownership and operation arrangements were
suspended pending the outcome of a takeover bid for the Company
from Toll. In developing its bid, Toll has negotiated even more
beneficial terms on an exclusive basis for track network
ownership arrangements.
The Toll takeover bid is the second such bid to be made for the
Company during the year under review. An earlier bid from Rail
America was withdrawn before your Directors were able to make
a recommendation on it. Toll lodged its bid soon after the Rail
America withdrawal, initially offering 75 cents per share, which
was subsequently raised to 95 cents per share. Your Directors
did not recommend acceptance of this bid for reasons explained
in the Target Company Statement of 4 August 2003. Your Directors
sought to encourage competing offers for shareholders to
consider. On 5 September 2003, Toll increased its offer price to
$1.10 per share. In the interim, no superior competing offer had
emerged.
Also on 5 September 2003, your Directors unanimously recommended
that shareholders accept he new Toll offer. Those Directors who
currently hold shares in the Company have also indicated that
they will accept the Toll offer for their entire shareholdings.
The $1.10 offered represents a value for Tranz Rail that is
greater than the underlying valuation f the Company set out in
the Grant Samuel Report of 25 July 2003 and is at the upper end
of he range of between $1.00 and $1.11 per share that Grant
Samuel considers would be fair value or the Company as it would
be under the terms of the Company's agreement with the Crown.
Your Directors consider that the Toll offer provides greater
certainty of value for shareholders.
At the date of this Annual Report, Toll had still to achieve
acceptance of its offer by 90% of the Company's shareholders -
the threshold it has set for finalization of its offer. The
current losing date for the offer is Friday, 10 October 2003.
While shareholders are considering the proposal from Toll, a
Tranz Rail business plan is in place to deliver further
performance improvement. It should be noted that although profit
forecasts provided at the start of the 2003 financial year were
not achieved, the result demonstrates an underlying improvement
in the Company's efficiency. In the absence of any material
change, an operating profit from trading of $48 million has been
forecast for the 2004 financial year on the basis of the current
business plan.
Finally, I would like to express my thanks to Tranz Rail's
customers, shareholders, management and staff."
Go to http://bankrupt.com/misc/TCRAP_Tranz0930.pdfto see full
copy of 2003 annual report.
================================
C H I N A & H O N G K O N G
================================
CAPITAL LANE: Winding Up Sought by Industrial and Commercial
------------------------------------------------------------
Industrial and Commercial Bank of China (Asia) Limited is
seeking the winding up of Capital Lane Holdings Limited (H.K.)
Limited. The petition was filed on June 15, 2001, and will be
heard before the High Court of Hong Kong on October 22, 2003 at
9:30 in the morning.
Industrial and Commercial holds its registered office at ICBC
Tower, 122-126, Queen's Road Central, Hong Kong.
CHAMP MILLION: Winding Up Hearing Scheduled in October
------------------------------------------------------
The High Court of Hong Kong will hear on October 22, 2003 at
9:30 in the morning the petition seeking the winding up of
Champ Million Limited.
Wong Man Cheung of Room 35, 20/F., Block C3, Lei Chak House, Ap
Lei Chau Estate, Hong Kong filed the petition on August 27,
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.
ESUN HOLDINGS: 2003 Net Loss Narrows to HK$4.713M
-------------------------------------------------
Esun Holdings Limited posted a summary on its financial
statement for the year ending December 31, 2003:
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/01/2003 from 01/01/2002
to 30/06/2003 to 30/06/2002
Note ('000) ('000)
Turnover : 49,755 56,573
Profit/(Loss) from Operations : (39,618) (15,790)
Finance cost : (1,254) (508)
Share of Profit/(Loss) of
Associates : (4,713) (7,593)
Share of Profit/(Loss) of
Jointly Controlled Entities : (965) (1,288)
Profit/(Loss) after Tax & MI : (46,721) (33,284)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0812) (0.0583)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (46,721) (33,284)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. LOSS PER SHARE
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the period of HK$46,721,000
(six months ended 30th June, 2002: HK$33,284,000), and the
weighted average of 575,604,817 (six months ended 30th June,
2002: 571,184,927) ordinary shares in issue throughout the
period.
Diluted loss per share amount for the six months ended 30th
June, 2003 has not been disclosed as no diluting events existed
during the period. Diluted loss per share amount for the six
months ended 30th June, 2002 has not been shown because the
options outstanding during that period had no dilutive effect on
the basic loss per share for that period.
2. COMPARATIVE AMOUNTS
In order to conform with current period's presentation,
HK$5,904,000 which related to provision for an amount due from a
jointly-controlled entity, was reclassified from other operating
gains, net to separate line disclosure after the loss from
operating activities for the six months ended 30th June, 2002.
During the year ended 31st December 2002, the directors
considered it a fairer presentation to include in the cost of
sales, certain costs incurred directly for television programme
production and the operation of a satellite television channel,
which in the previous years were classified as administrative
expenses. Consequently, approximately HK$7,926,000,
representing the aforesaid direct cost of operations, were
reclassified from the administrative expenses to the cost of
sales for the period ended 30th June, 2002.
FAITH GO: Winding Up Petition Pending
-------------------------------------
Faith Go Limited is facing a winding up petition, which is
slated to be heard before the High Court of Hong Kong on
November 5, 2003 at 10:00 in the morning.
The petition was filed on September 10, 2003 by Wong Wing Fei of
3/F., 85 Shek Pai Wan Road, Aberdeen, Hong Kong.
FIRST OUT: Hearing of Winding Up Petition Set
---------------------------------------------
The petition to wind up First Out Limited is set for hearing
before the High Court of Hong Kong on October 29, 2003 at 9:30
in the morning.
The petition was filed with the court on September 2, 2003 by
Well Bight Management Limited whose registered office is
situated at Suite 51, 5th Floor, New Henry House, 10 Ice House
Street, Hong Kong.
HAIER-CCT HOLDINGS: Widens Operations Loss to HK$87,777M
--------------------------------------------------------
Haier-CCT Holdings Limited posted its results announcement
summary for the year ending December 31, 2003:
Year end date: 31/12/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/01/2003 from 01/01/2002
to 30/06/2003 to 30/06/2002
Note ('000) ('000)
Turnover : 741,282 177,905
Profit/(Loss) from Operations : (87,777) (319)
Finance cost : (6,190) (2,148)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (84,542) (3,137)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0085) (0.0003)
-Diluted (in dollars) : (0.0085) (0.0003)
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (84,542) (3,137)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) TURNOVER
Six months ended 30 June
2003 2002
HK$'000 HK$'000
Continuing operations 741,282 150,643
Discontinued operations - 27,262
------------------------
741,282 177,905
------------------------
(2) PROFIT/(LOSS) FROM OPERATING ACTIVITIES
Six months ended 30 June
2003 2002
HK$'000 HK$'000
Continuing operations (87,777) (1,571)
Discontinued operations - 1,252
------------------------
(87,777) (319)
------------------------
(3) LOSS PER SHARE
The calculation of the basic and diluted loss per share
is based on the following data:
Six months ended 30 June
2003 2002
(Unaudited) (Unaudited)
HK$'000 HK$'000
Loss for the purposes of basic and
diluted loss per share (84,542) (3,137)
Number of shares (in
thousand)
Weighted average number of ordinary
shares for the purpose of basic
loss per share 9,962,329 8,908,390
Bonus issue of warrants - 893,877
Effect of dilutive share options 361 3,733
------------------------
Weighted average number of ordinary
shares for the purpose of diluted
loss per share 9,962,690
9,806,000
------------------------
(4) DIVIDENDS
The directors do not recommend payment of an interim dividend
for the six months period ended 30 June 2003 (30 June 2002:
nil).
(5) WARRANTS
On 22 February 2002, the Company made a bonus issue of warrants
to the shareholders whose names appeared on the register of
members of the Company on 22 February 2002, on the basis of one
unit of warrant for every ten shares of HK$0.10 each in the
share capital of the Company held on that date. As a result,
893,876,600 units of warrants in the amount of HK$464,815,832
were issued pursuant to the bonus issue. Each unit of warrant
entitles the holder thereof to subscribe for new ordinary shares
of the Company at an initial subscription price of HK$0.52 per
share, payable in cash and subject to adjustment, at any time
between 26 February 2002 and 26 February 2004 (both dates
inclusive).
There were 208 units of warrants exercised during the period
from 1 January 2003 to 30 June 2003.
HK CONSTRUCTION: Creditors Meeting Set on October 3
---------------------------------------------------
David John Kennedy, Joint and Several Liquidator of Hong Kong
Construction (Works) Limited (In Compulsory Liquidation),
notified that that pursuant to Rule 112 of Companies (Winding-
up) Rules, a general meeting of creditors of the Company will be
held at 5/F., Allied Kajima Building, 138 Gloucester Road,
Wanchai, Hong Kong on 3 October 2003at 2:30 in the afternoon.
The meeting's purpose to consider making an application to Court
pursuant to section 209A of the Hong Kong Companies Ordinance
seeking an order that the winding-up of Hong Kong Construction
(Works) Limited shall, from the date of the order made on such
application, be considered as if the winding-up were a
creditors' voluntary winding-up. Dated this 26th day of
September 2003.
SEAPOWER RESOURCES: Releases Q103 Financial Results
---------------------------------------------------
The joint and several provisional liquidators (Provisional
Liquidators) of Seapower Resources International Limited
(Provisional Liquidators Appointed) announced that the audited
financial results of the Company and its subsidiaries for the
financial year ended 31 March 2002 together with the comparative
figures for the year ended 31 March 2001. Below is its review on
restructuring:
On 14 May 2003, the Provisional Liquidators, on behalf of the
Company, entered into the Restructuring Agreement with MRL in
relation to the Restructuring Proposal, which involves, amongst
other things, the capital restructuring, debt restructuring
involving the Schemes under section 86 of the Cayman Companies
Law and section 166 of the Companies Ordinance, the subscription
of new shares and warrants by MRL, whitewash waiver and general
mandate to issue new shares. The Restructuring Agreement was
amended by a supplemental agreement which was entered into,
amongst others, the Provisional Liquidators, the Company and MRL
on 11 August 2003. On the same date, the Provisional
liquidators, the Company and MRL also entered into a
subscription agreement in relation to the subscription of the
new shares by MRL upon completion of the Restructuring Proposal
("Completion").
The Restructuring Proposal, if successfully implemented, will,
amongst other things, result in:
a) a restructuring of the share capital of the Company
whereby the par value of the issued shares will be reduced
from HK$0.05 to HK$0.01 each through par reduction, share
consolidation and share subdivision as contained in the capital
restructuring;
b) all the creditors of the Company discharging and waiving
their claims against the Company pursuant to the
Schemes;
c) MRL holding a controlling interest in the issued share
capital of the Company; and
d) the resumption of trading in the new shares of the Company
upon Completion subject to sufficient public float
being restored.
To see full copy of the results for the year ended 31 March
2002, go to http://bankrupt.com/misc/TCRAP_Seapower0930.pdf.
=================
I N D O N E S I A
=================
BANK BUKOPIN: Pefindo Assigns `idBBB' Rating to Rp236B Debt
-----------------------------------------------------------
PT Pefindo Credit Rating Indonesia assigned `idBBB+' ratings for
general obligation, 5-year Rp319.0 billion bond I/2003, and 5-
year Rp45 billion syariah bond of PT Bank BUKOPIN (BPIN). At the
same time, PEFINDO assigned `idBBB' rating to the bank's 10-year
subordinated debt amounting to Rp236 billion.
The ratings action is supported by BPIN's strong franchise value
in cooperative, small and micro enterprise market, well-managed
assets quality, and favorable capitalization. Mitigating factor
for the above ratings is maturity mismatch in the bank's assets
and liabilities. After completed its recapitalization program in
FY01, BPIN's total assets had grown to Rp14.1 trillion in FY02
from Rp9.6 trillion in FY01 and reached Rp13.7 trillion in 1Q03.
Total loans outstanding also grew to Rp9.7 trillion in 1Q03 from
Rp9.5 trillion in FY01 and Rp5.2 trillion in FY00. BPIN's
operation is currently supported by 204 offices, operated under
30 branches in 19 provinces in Indonesia. In addition, BPIN has
236 Swamitra outlets in 17 provinces and around 7,200 ATMs
network (including its own ATM of 200 units, ATM BCA and ATM
Bersama). Throughout FY03, BPIN plans to open another 6 branches
to further support its small-scale lending exposures in
Tasikmalaya, Probolinggo, Mataram, Tegal, Pare-pare, and Manado.
BPIN is currently owned by Kopelindo (47.8%), GoI (21.7%),
Yanatera BULOG (14.4%), Kopkapindo (8.8%), INKUD (4.7%), and
others (2.6%).
INDOFARMA TBK: Seeks Rp240B Fresh Loan for Debt Refinancing
-----------------------------------------------------------
PT Indofarma Tbk is in negotiations with a bank for a new loan
of Rp240 billion to refinance its debt, Bisnis Indonesia
reports, quoting President Director M Dani Pratomo.
Pratomo, who failed to disclose the bank's name, said that if
the company could get new loan then medium term notes (MTN)
issue would not be necessary.
Earlier, Finance Director Sudibyo announced the company's plan
to issue Rp100 billion to Rp150 billion MTN to finance the
interest of the company's debt.
"We will use the MTN as bridging financing, and the volume will
not that big. Then we will finance the MTN using some common
bonds we will issue soon. By issuing such MTN, the company would
reduce the interest cost by Rp8.6 billion," Sudibyo said,
stressing that if MTN's interest rate is 14%, the Company will
be able to reduce the interest cost of Rp8.6 billion.
Indofarma owes Bank Mandiri, BCA and Bukopin Rp215 billion, with
the interest rate of 15.5% to 16.5%.
TUNAS FINANCINDO: Rp500B Bond I/2003 Assigned `idBBB+'
------------------------------------------------------
PT Pefindo assigned `idBBB+' ratings for PT Tunas Financindo
Sarana and its Bond I/2003 amounting to Rp500 billion. The
ratings reflect the Company's well-diversified customer base
that resulted in manageable asset quality, adequate capital base
and moderate leverage.
Support from Tunas Group, one of the largest automotive
principal representatives in Indonesia with total assets of
Rp1.3 trillion as of June 30, 2003, has also been incorporated
into the ratings. The ratings, however, are slightly constrained
by intensifying competition and high reliance on banking sector
for funding, although it is now more flexible by entering debt
market. Historically, TUFI was established as a credit
department of Tunas Ridean in 1985. Furthermore, in 1989 TUFI
obtained a multifinance license and changed its name to PT Tunas
Financindo Corp before it became PT Tunas Financindo Sarana in
2002. As to date, TUFI's shareholders consist of PT Tunas Ridean
Tbk (75%) and PT Tunas Mobilindo Parama (25%).
The Company business is to provide consumer financing and
operating lease for fleet customers (since FY00). To support its
operation, currently TUFI has 13 branches and 1 sub-branch for
its consumer financing business, and 1 branch for its operating
lease. All of its branches are located in Java and Sumatera.
=========
J A P A N
=========
AOZORA BANK: Harshfield Takes Over as Chairman
----------------------------------------------
Aozora Bank, owned by U.S. investment fund Cerberus, has
appointed American turnaround expert Edward Harshfield to be its
Chairman, according to Reuters. Aozora's President and Chief
Executive, Hiroshi Maruyama, retains those positions. Aozora
said a new three-year business plan has already been approved by
existing shareholders, including Cerberus, and that they do not
expect a drastic change in course.
Cerberus bought a 49 percent stake from Internet services firm
Softbank Corporation, which along with a group of investors,
bought failed Nippon Credit Bank from the government and
relaunched it as Aozora in September 2000. Cerberus now owns
around 62 percent of Aozora.
From 1993 through 2002, Mr. Edward G. Harshfield was President
and Chief Executive Officer and later Vice Chairman and Director
of Cal Fed Bancorp. Mr. Harshfield currently serves as Director
and Chairman, Compensation Committee for Venture Technologies,
Inc., an on-line insurance brokerage Company, and as a Director
of Korea First Bank (Seoul) and member of the Risk Management
and Audit Committees. Mr. Harshfield has held senior management
positions in a variety of public and private companies for most
of his forty-year career. He holds a certificate from the
Advanced Management Program from Harvard Business School and
received his undergraduate degrees from Southeastern University
in Washington, D.C.
MATSUYA DENKI: Home Appliances Retailer Enters Rehab
----------------------------------------------------
Matsuya Denki Co. Ltd., which has total liabilities of 66.18
billion yen against a capital of 14 billion yen, has applied for
civil rehabilitation proceedings, according to Tokyo Shoko
Research. The household appliance retailer is located in Osaka-
shi, Osaka, Japan.
MITSUBISHI MOTORS: Borrows $1.6 Billion to Repay Debt
-----------------------------------------------------
Mitsubishi Motors Corporation will borrow 181.3 billion yen
(US$1.6 billion) from the Bank of Tokyo-Mitsubishi Ltd. and
almost 60 other lenders to finance capital spending and bond
redemptions, Bloomberg reported on Friday. The auto maker aims
to reduce its 1 trillion yen of debt after taking charges on
loans to car buyers in the U.S. and is rated non-investment
grade by Moody's Investors Service, may be opting to borrow from
banks because it's cheaper than selling bonds to raise long-term
finance.
The Company is forecasting a net loss of 80 billion yen for the
sixth months to September 30. The loss includes a 50 billion yen
charge to cover overdue auto loans in North America. The
Company's debt includes borrowings used to advance credit to
customers to purchase its vehicles.
MITSUBISHI MOTORS: Opens Customer Call Center Seven Days a Week
---------------------------------------------------------------
Mitsubishi Motors Corporation (MMC) announced Monday that it
will open its customer call center on Sundays from October 1,
offering customers seven day a week service, a Company statement
said. The center, currently open from 9:00 in the morning to
5:00 in the afternoon Monday to Saturday, will be open from 9:00
in the morning to 12:00 noon and 1:00 in the afternoon to 5:00
in the afternoon on Sundays, and will only close for four days
during the new year period.
The move is part of the ongoing renewal of MMC's domestic sales
operations geared to providing enhanced customer-centric service
and puts the company's customer services at the front of the
Japanese automotive industry. The center currently deals with
around 400 inquires a day on issues ranging from new car
purchases and television commercials to more technical matters
such as safety and environmental performance and general
maintenance. It also deals with international inquiries
originating from various countries around the world.
In a further move, MMC plans to expand automotive-specific
training for employees working in the call center to ensure they
are capable of providing the highest level of customer support
possible.
OKAYAMA RESORT: Golf Course Development Firm Enters Rehab
---------------------------------------------------------
Okayama Resort Kaihatsu K.K., which has total liabilities of
16.4 billion yen against a capital of 90 million yen, has
applied for civil rehabilitation proceedings, according to Tokyo
Shoko Research. The golf course development firm is located in
Soujya,shi, Okayama, Japan.
RESONA HOLDINGS: Eyes Rehab Plan With Goldman
---------------------------------------------
Resona Bank Holdings Inc. is in the final stage of talks with
major U.S. securities Company Goldman Sachs Group Inc. and the
Development Bank of Japan to jointly launch a corporate
rehabilitation project, according to the Yomiuri Shimbun. In the
envisioned scheme, about 1.5 trillion yen in non-performing
loans will be transferred to a new Company jointly set up by
Goldman Sachs and the Development Bank of Japan to rehabilitate
companies with such debts.
It is estimated that Resona Bank, which was virtually
nationalized in August after an injection of public funds, holds
about 2.3 trillion yen worth of non-performing loans, including
the 1.5 trillion yen to be transferred to the new Company.
Resona Bank seeks to rehabilitate small and mid-sized companies
under the tie-up with Goldman Sachs and the Development Bank of
Japan, while seeking to use the government's Industrial
Rehabilitation Corporation to rehabilitate large companies.
=========
K O R E A
=========
ASIANA AIRLINES: Closing Seoul-Guam Route on Tuesday
----------------------------------------------------
The South Korean government has approved Asiana Airline's
application to end its regular flights between Seoul and Guam,
effective September 30, reports the Korea Herald, citing the
Ministry of Construction and Transportation. With the occupancy
ratio falling to the 50-percent level this year, Asiana
suspended its Guam service in late March amid dropping travel
due to fears over the severe acute respiratory syndrome (SARS).
Asiana eventually applied for the permanent closing of the
Seoul- Guam route, citing a steady drop in demand for travel to
the Pacific island. "South Korea's outbound travelers are
increasingly preferring Chinese and Southeast Asian
destinations, while the demand for trips to Guam is on the
decline," said an Asiana official. Following Asiana's formal
withdrawal from the Guam route, Korean Air will become the only
Korean carrier to service the Seoul-Guam line with seven weekly
flights.
KOOKMIN BANK: Bank Shares Tumble
--------------------------------
With analysts downgrading their forecasts on Kookmin Bank's
yearly profit and the bank's alleged insider trading set to face
investigation, shares of the largest Korean lender tumbled to
5.04 percent to finish at 37,700 won on the Stock Exchange, the
lowest close since August 12, according to the Korea Herald.
The price drop followed a series of news that the nation's
financial watchdog would probe Kookmin for its alleged insider
trading as well as local think tanks' estimates that the bank
would post an annual loss in 2003.
LG Investment & Securities forecast on Friday that Kookmin would
post about 48.2 billion won ($41.9 million) in net losses this
year, reversing its projection from the previous 109.8 billion
won in annual profits. The brokerage explained that the nation's
leading lender, which recorded 1.31 trillion won in the black
last year, would continue to suffer from rising bad-loan
provisions, particularly those from credit-card problems,
through the rest of the year.
KOOKMIN BANK: FSC Approves Merger With Kookmin Credit Card
----------------------------------------------------------
The Financial Supervisory Commission (FSC) has approved the
merger between Kookmin Bank and Kookmin Credit Card, the Korea
Times reported on Friday. The marriage would be helpful to the
bank's financial soundness by removing conflicts and
duplications between Kookmin Credit Card and Kookmin Bank's BC
card unit. Kookmin Credit Card saw its overdue loan ratio reach
13.7 percent in August, up 2.7 percentage points from a month
ago.
SK NETWORKS: Sheraton Walkerhill Hotel For Sale
-----------------------------------------------
The creditors of SK Networks (formerly, SK Global) aims to sell
the Sheraton Grande Walkerhill Hotel for an estimated price of
300-400 billion won, according to Digital Chosun. The deluxe
hotel in Seoul is a subsidiary of the SK group. SK Group
Chairman Chey Tae-won transferred his stake in the hotel to the
creditors as collateral for additional funds with which to
rescue SK Networks. The creditors said they would prefer to sell
off the stake before the end of this year.
Chey's collateralized stake in the hotel is 40.7 percent. SK
Networks hold another 9.68 percent in the hotel, bringing the
total saleable stake to 50.38 percent. The creditors expect the
stake to bring in about 300-400 billion won. Creditors said that
about 10 domestic and foreign firms have already expressed their
interest in the hotel, adding that several subsidiaries of the
SK group could form a consortium to take over the governing
stake.
KOOKMIN BANK: MOFE Aims to Dispose of Government-owned Stock
------------------------------------------------------------
The Ministry of Finance and Economy (MOFE) plans to dispose of
government-owned Kookmin Bank stock in the OTC market to secure
public finance and complete the privatization of commercial
banks, the ministry said in a statement.
MOFE will distribute the Request for Proposal (RFP) to major
domestic and foreign securities corporations seeking lead
manager nominations on September 8, 2003.
MOFE retains 30,623,761 of 328,258,685 shares or 9.33 percent of
the total. Proceeds derived from the sale of 1.6 trillion won in
Kookmin Bank stock has been appropriated in this year's budget
revenue, based on a weighted thirty day average price of 53,895
from September of last year.
MOFE plans to complete the lead manager nomination evaluation
process by early October including the screening of
qualifications and interviews, sometimes referred to as a known
as beauty contest.
Upon the completion of the nomination process, MOFE will
coordinate a multifaceted sales strategy with the nominated lead
managers by the end of October, given the potential impact on
the market.
Since market conditions will determine when the best time will
be to begin sales procedures, the exact date will be announced
later.
===============
M A L A Y S I A
===============
ACTACORP HOLDINGS: Acquires Shipyard to Enhance Earnings
--------------------------------------------------------
Actacorp Holdings Berhad refers to the previous announcements
dated 27 December 2002 and 17 July 2003 in relation to the
Proposed Restructuring Scheme of AHB. It was earlier announced
that the Company had been requested by the Securities Commission
(SC) to consider other quality assets to be injected into AHB,
in addition to Menara PSCI to regularize the financial
conditions of AHB as required under Practice Note No. 4/2001
(PN4) of the Listing Requirements of the Kuala Lumpur Stock
Exchange (KLSE).
AHB had earlier identified the Proposed Acquisition of PSCA,
which is an integral part of the Proposed Restructuring Scheme
with the intention of injecting Menara PSCI to provide a steady
flow of investment income to NewCo. NewCo is the investment
holding company to be identified as the vehicle to facilitate
the Proposed Restructuring Scheme of AHB and eventually take
over the listing status of AHB on the Main Board of the KLSE.
In line with this, the Company had on 26 September 2003 entered
into a conditional Sale and Purchase Agreement (SPA) with PSCSB
to acquire a shipyard comprising two (2) pieces of leasehold
industrial land together with buildings erected thereon, held
under Lot No. 3222, PN 649 and Lot No. 9777, HS(D) 6981, both in
Mukim 13, District of Timur Laut, Pulau Pinang (Shipyard) for a
purchase consideration of RM55.70 million to be satisfied by way
of an issuance of 111,400,000 new NewCo Shares at an issue price
of RM0.50 per NewCo Share.
Concurrent with the SPA, AHB had also on 26 September 2003
entered into a conditional Tenancy Agreement (TA) with PSCSB for
the rental of the Shipyard to PSCSB for a period of up to twelve
(12) years from the date of completion of the Proposed
Acquisition of Shipyard.
On 26 September 2003, AHB and PSCI had also concurrently entered
into a Supplemental Agreement (SA) in relation to the Proposed
Acquisition of PSCA. The said SA is supplemental to the
conditional Share Sale Agreement (SSA) dated 27 December 2002
relating to the Proposed Acquisition of PSCA. Pursuant to the
SA, PSCI group of companies (PSCI Group) has agreed to award
certain construction contracts to Desa PSC with the intention to
activate Desa PSC as the construction arm of the PSCI Group.
The Proposed Acquisition of Shipyard has been proposed to be
included as part of the Proposed Restructuring Scheme of AHB to
enhance the profitability of NewCo and its proposed subsidiaries
(NewCo Group), in addition to the profit contribution from
Menara PSCI. The Construction Contracts are expected to further
enhance the future earnings of the NewCo Group.
As the Proposed Acquisition of Shipyard are deemed related party
transactions, OSK Securities Berhad, has been appointed by the
Company as the Independent Adviser to advise the minority
shareholders of AHB in relation to the Proposed Acquisition of
Shipyard.
PM Securities Sdn Bhd is the Main Adviser for the Proposed
Acquisition of Shipyard as well as the Proposed Restructuring
Scheme of AHB. The applications to the relevant authorities in
respect of the Proposed Acquisition of Shipyard are expected to
be submitted within one (1) month from the date of this
announcement.
For details in relation to the Proposed Acquisition of Shipyard,
Proposed Tenancy and the Construction Contracts, go to
http://bankrupt.com/misc/TCRAP_AHB0930.pdf.
BERJAYA LAND: Proposes Revised B-Land Inter-Company Settlement
--------------------------------------------------------------
Pursuant to the announcement made by Berjaya Group Berhad
(BGroup) on its proposed restructuring exercise on 28 June 2002,
B-Land had on 11 July 2002, made an announcement in relation to
the following proposals:
Part A
(i) Proposed B-Land Irredeemable Convertible Unsecured Loan
Stocks (ICULS) Offer for Sale;
(ii) Proposed B-Land ICULS Early Conversion; and
(iii) Proposed B-Land Bonus Issue.
Part B
(i) Proposed B-Land Inter-Company Settlement; and
(ii) Proposed B-Land Capital Distribution Scheme.
The proposals under Part A and Part B above are collectively
referred to as the "B-Land Proposals".
On 26 August 2003, CIMB had, on behalf of the Board of Directors
(Board) of BGroup, announced a revision to BGroup's proposed
restructuring exercise (BGroup Revised Proposals), which
includes, amongst others, a proposed revision to the settlement
of inter-company balance due to B-Land (BGroup Revised Proposals
Announcement).
In the BGroup Revised Proposals Announcement, BGroup proposes
that the inter-company balance due to B-Land be settled through
the issuance of approximately RM2,054 million 0% ICULS at the
nominal value of RM0.50 each in a newly incorporated company
(Newco) (0% Newco ICULS) instead of the previously announced 2%
ICULS at the nominal value of RM1.00 each in Newco (2% Newco
ICULS) as full and final settlement of the inter-company balance
due to B-Land (Proposed Revised B-Land Inter-Company
Settlement). In view thereof, the Proposed B-Land Capital
Distribution Scheme will involve the distribution of 0% Newco
ICULS rather than the 2% Newco ICULS.
Save for the above-mentioned proposed revisions, there are no
further changes to the B-Land Proposals as announced on 11 July
2002.
Pursuant to the BGroup Revised Proposals, CIMB, on behalf of the
Board of B-Land is pleased to announce the Proposed Revised B-
Land Inter-Company Settlement, the details of which are set out
in the ensuing sections.
DETAILS OF THE PROPOSED REVISED B-LAND INTER-COMPANY SETTLEMENT
The Proposed Revised B-Land Inter-Company Settlement, which is
the settlement by BGroup to B-Land of its inter-company balance
due to B-Land, involves the issuance of approximately RM2,054
million 0% Newco ICULS as full and final settlement of the
inter-company balance due to B-Land.
The inter-company balance was accumulated over a period of time
and is essentially unsecured, with interest bearing of
approximately 6.75% per annum and with no fixed term of
repayment.
As at 30 April 2003, the amount of inter-company balance owing
to B-Land is approximately RM1,527 million. Based on the
assumption that the Proposed Revised B-Land Inter-Company
Settlement will be completed by 30 June 2004, the estimated
inter-company balance will be approximately RM1,617 million.
The 0% Newco ICULS to be issued pursuant to the Proposed Revised
B-Land Inter-Company Settlement shall have the same terms and
conditions as those to be issued pursuant to the BGroup Revised
Proposals, but will not be entitled to participate in the
proposed rights issue to be implemented by Newco thereof.
The indicative principal terms of the 0% Newco ICULS are set out
in Table 1 at http://bankrupt.com/misc/TCRAP_Berjaya0930.doc.
RISKS ASSOCIATED WITH THE PROPOSED REVISED B-LAND INTER-COMPANY
SETTLEMENT
The risks associated with the Proposed Revised B-Land Inter-
Company Settlement include but may not be limited to the
following:
Issue Price and Market Price of the 0% Newco ICULS
The issue price for the 0% Newco ICULS has been fixed at RM0.50
each. There is no assurance that the market price of the 0%
Newco ICULS will remain at or above the issue price upon or
subsequent to their listing.
Restriction on the Convertibility of the 0% Newco ICULS
In compliance with the provisions under Section 17 of the Act,
it is stipulated that a corporation cannot be a member of a
company, which is its holding company. As such, as long as B-
Land continues to be a subsidiary of Newco after the BGroup
Revised Proposals, B-Land is not allowed to hold any new
ordinary shares of RM1.00 each in Newco (Newco Shares) that may
arise from the subsequent conversion of the 0% Newco ICULS held
by B-Land. In such circumstances, B-Land will need to dispose of
the 0% Newco ICULS held by it prior to its maturity. The
subsequent disposal(s) of the remaining 0% Newco ICULS held by
B-Land will depend on the market price of the 0% Newco ICULS
upon their listing. There is no assurance that the market price
of the 0% Newco ICULS will remain at or above the issue price
upon or subsequent to their listing.
EFFECTS OF THE PROPOSED REVISED B-LAND INTER-COMPANY SETTLEMENT
Share Capital and Shareholding Structure
The Proposed Revised B-Land Inter-Company Settlement will not
have any effect on the issued and paid-up share capital and
shareholding structure of B-Land.
Net Tangible Assets (NTA)
The Proposed Revised B-Land Inter-Company Settlement will not
have any effect on the NTA per ordinary share of RM1.00 each in
B-Land (B-Land Share) of B-Land and its subsidiary and
associated companies.
Earnings
The Proposed Revised B-Land Inter-Company Settlement is expected
to be completed by the last financial quarter of 2004. There
will be a reduction in future inter-company interest income (net
of tax) arising from the Proposed Revised B-Land Inter-Company
Settlement.
APPROVALS REQUIRED
The Proposed Revised B-Land Inter-Company Settlement is subject
to the approvals of the following parties:
(i) the shareholders of B-Land at an extraordinary general
meeting (EGM) to be convened; and
(ii) any other relevant authorities, if required.
The Proposed Revised B-Land Inter-Company Settlement is
conditional upon the following:
(a) The BGroup Revised Proposals; and
(b) The proposed exemptions to Tan Sri Dato' Seri Vincent
Tan Chee Yioun (TSVT) and parties acting in concert with him and
Newco from undertaking any mandatory general offer obligation(s)
under the Malaysian Code on Take-Overs and Mergers, 1998 that
may arise from the BGroup Revised Proposals.
EPE POWER: SC Conditionally OKs Proposed Restructuring Scheme
-------------------------------------------------------------
EPE Power Corporation Berhad refers to the announcements dated
30 April 2003 and 30 June 2003 on the Proposed EPE Restructuring
Scheme, entailing Proposed Capital Reduction; Proposed
Acquisitions; Proposed Debt Restructuring; Proposed Rights
Issue; and Proposed Increase in Authorized Share Capital.
On behalf of EPE, Commerce International Merchant Bankers Berhad
(CIMB) is pleased to announce that the Securities Commission
(SC) has, via its letter dated 24 September 2003, approved the
Proposed EPE Restructuring Scheme subject to the following
conditions:
(i) A moratorium will be imposed on the sale of the ordinary
shares of RM1.00 each in EPE (EPE Shares) to be issued to
Ranhill Berhad (Ranhill) pursuant to the proposed acquisitions
by EPE of 4,000,000 ordinary shares of RM1.00 each and
RM11,600,000 nominal value of convertible unsecured loan stocks
(CULS) in Powertron Resources Sdn Bhd (PRSB), representing 40%
of the equity interest and outstanding nominal value of CULS in
PRSB respectively (Proposed PRSB Acquisition) and 2,940,000
ordinary shares of RM1.00 each in Penjanaan EPE-TIME Sdn Bhd
(PET), representing 60% equity interest in PET. In this regard,
Ranhill is not allowed to sell, transfer or assign its
shareholdings of 27,175,000 EPE Shares representing 50% of the
total EPE Shares issued as consideration for the said
acquisitions for one (1) year from the date of the listing of
the said EPE Shares on the Kuala Lumpur Stock Exchange (KLSE);
(ii) EPE is required to appoint an independent audit firm
(with relevant experience in investigative audits and which
shall not be the existing or previous auditors of EPE and its
subsidiaries (EPE Group)) within two (2) months from the date of
the SC's approval to conduct an investigative audit on the
previous losses of the EPE Group. EPE is required to undertake
all necessary steps to recover the losses experienced by the EPE
Group. Based on the results of the investigative audit, EPE is
to report to the relevant authorities if there is any violation
of laws, regulations, guidelines and/or the Memorandum and
Articles of Association of EPE relating to members of the Board
of Directors of EPE and/or any other parties which has given
rise to the said losses. The investigative audit is to be
completed within six (6) months from the date of the appointment
of the independent audit firm and appropriate announcements are
required to be made to the KLSE on the findings of the
investigative audit. Four (4) copies of the investigative audit
report are to be forwarded to the SC upon completion of the
same;
(iii) In respect of PRSB's power plant in Sabah,
CIMB/EPE/PRSB is required to fulfil the following conditions:
(a) The occupation certificate (OC) must be obtained from
the relevant authorities within six (6) months from the date of
the SC's approval;
(b) A written confirmation by a qualified third party is to
be furnished to the SC stating that a complete application to
obtain the approval for the OC has been furnished to all
relevant authorities; and
(c) A sum of RM0.5 million must be set aside by PRSB in a
designated account for the purpose of defraying any expenses to
be incurred for any required rectification works in order to
obtain the OC;
(iv) CIMB/EPE is required to obtain the approvals from other
relevant parties for the Proposed PRSB Acquisition (if required)
before the implementation of the same;
(v) CIMB/EPE is required to disclose in the circular to
shareholders and the abridged prospectus on the following:
(a) Reasons for the losses incurred by EPE in the past,
details of provision for doubtful debts and impact of the
Proposed EPE Restructuring Scheme on EPE and its shareholders;
(b) Steps to be taken to avoid losses in the future; and
(c) Details of the determination of the valuation of PRSB
and PET including relevant details on the workings that was used
to fix the purchase price of PRSB and PET; and
(vi) Adherence to all relevant requirements in relation to
the implementation of the Proposed EPE Restructuring Scheme as
stated in the SC's Policies and Guidelines on Issue/Offer of
Securities.
In respect of item (iii) above, CIMB, on behalf of EPE, is
pleased to announce that PRSB had on 19 September 2003 obtained
the OC and hence, PRSB has fulfilled the conditions stated in
item (iii) above.
The proposed utilization of the proceeds from the Proposed
Rights Issue, based on an indicative issue price of RM1.00 per
share was also approved subject to the following conditions:
(i) Any extension of time for the utilization of the proceeds
must be approved by a resolution of the Board of Directors of
EPE and must be disclosed in full to the KLSE; and
(ii) Appropriate disclosure on the status of the utilization
of the proceeds must be made in the quarterly reports and annual
reports of EPE until such proceeds are fully utilized.
The SC has also informed that it has no objection to the
resultant equity structure of EPE arising from the Proposed EPE
Restructuring Scheme.
IDRIS HYDRAULIC: Debt Settlement Agreement Cut Off Date Extended
----------------------------------------------------------------
Idris Hydraulic (Malaysia) Berhad refers to the explanatory
statement and circular to shareholders dated 6 June 2003 and the
announcement dated 26 June 2003 in relation to the Proposed
Restructuring Exercise, which involves the following:
* Proposed Capital Reconstruction;
* Proposed Capital Restructuring; And
* Proposed Debt Reconstruction
IHMB wishes to announce that the Company, Idaman Unggul Berhad
(formerly known as Idaman Unggul Sdn. Bhd.) and Berjaya-Hyundai
Corporation Berhad (formerly known as Transwater Corporation
Berhad) have mutually agreed to extend the cut-off date to
fulfill the conditions precedent of the Debt Settlement
Agreement from 30 September 2003 to 31 October 2003.
GLOBAL CARRIERS: Complying With 25% Public Spread Requirement
-------------------------------------------------------------
Global Carriers Berhad refers to the announcement dated 30 July
2003 by the Company in relation to the extension of time of 6
months, from the date of re-quotation on 16 June 2003, to comply
with the 25% public spread requirement.
Since the last announcement, the public spread portion of the
Company has improved from 15.92% to 20.70% as at 25 September
2003 with the placement/disposal of 6,000,000 shares by a
substantial shareholder and the issue of an additional 6,313,806
new ordinary shares arising from the conversion of Redeemable
Convertible Preference Shares-C. GCB is making every effort to
work closely with the substantial shareholders of the Company to
ensure compliance with this requirement within the stipulated
period.
INNOVEST BERHAD: Registry Strikes Off Dormant Unit
--------------------------------------------------
The Board of Directors of Innovest Berhad wishes to inform that
based on a search report conducted recently, Globalvest Limited
(Company no. 248343), a wholly owned subsidiary of Innovest
incorporated in the British Virgin Islands was struck off from
the Register of International Business Companies as of 1 May
2002 by the Registry of the British Virgin Islands for non
payment of license fees.
Globalvest Limited is a dormant company since its incorporation
INTAN UTILITIES: Issues Defaulted Payment Details
-------------------------------------------------
Further to the announcement dated 28 August 2003 and pursuant to
Paragraphs 9.02 and 9.04 (1) of the Listing Requirements and
Practice Note No. 1/2001, the Board of Directors of Intan
Utilities Berhad announced the summary of the borrowings in
default and the steps taken to address the defaults by IDS
Electronics Sdn. Bhd. and IDS Technology Sdn Bhd, 69%
effectively-owned subsidiaries of Intan Utilities Berhad.
Details of which are tabled at
http://bankrupt.com/misc/TCRAP_Intan0930.xls.
KELANAMAS INDUSTRIES: Oct 17 EGM Scheduled
------------------------------------------
The Board of Directors of Kelanamas Industries Berhad wishes to
inform that the Extraordinary General Meeting of the Company
will be held:
Date : 17 October 2003, Friday
Time : 10:00 am
Venue: Royal Selangor Club
Card Room
Jalan Raja, 50704 Kuala Lumpur
Click http://bankrupt.com/misc/TCRAP_Kelanamas0930.docto see
copy of EGM Notice.
NAM FATT: EBB Ceases to be Substantial Shareholder
--------------------------------------------------
Further to the announcement made on 28 August 2003 in relation
to Eon Capital Berhad's wholly-owned subsidiary, EON Bank
Berhad's (EBB) acquisition of 10,000,000 ordinary shares of
RM1.00 each representing 9.42% of the issued and paid-up capital
of Nam Fatt Corporation Berhad as at 15 August 2003, EBB has
acquired additional 10,000,000 ordinary shares of Nam Fatt on 9
September 2003 via further conversion of Nam Fatt Irredeemable
Convertible Unsecured Loan Stock-A held by EBB.
Following disposals totaling 15,952,300 ordinary shares of Nam
Fatt at open market, EBB has ceased to be a substantial
shareholder of Nam Fatt on 24 September 2003.
Early this year, the Troubled Company Reporter - Asia Pacific
reported that the Securities Commission has on 6 January 2003
approved an extension of time to 9 June 2003 for Nam Fatt to
complete the Proposals, which involves Proposed Loans
Restructuring Scheme; Proposed Additional Issue; Proposed Rights
Issue; and Proposed Increase in Authorized Share Capital.
PSC INDUSTRIES: Proposes Shipyard Disposal to Cut Debts
-------------------------------------------------------
Further to PSC Industries Berhad's announcement dated 30
December 2002 in relation to the Proposed PSCA Disposal, Avenue
Securities Sdn Bhd (Avenue), on behalf of the Board of Directors
of PSCI (Board) wishes to announce that PSCSB, a wholly-owned
subsidiary of PSCI had on 26 September 2003 entered into a
conditional sale and purchase agreement (SPA) with Actacorp
Holdings Bhd (AHB) for the disposal of the Shipyard, held under
Lot No. 3222, PN649 and Lot No. 9777 HS(D) 6981, both in Mukim
13, District of Timur Laut, Pulau Pinang by PSCSB to NewCo (or a
wholly-owned subsidiary of NewCo) for a sale consideration of
RM55.7 million to be satisfied via the issuance of 111,400,000
new ordinary shares of RM0.50 each in NewCo (NewCo Shares).
NewCo shall be an investment holding company to be incorporated
by AHB to facilitate the restructuring exercise to be undertaken
by AHB.
In conjunction with the SPA, PSCSB had on even date entered into
a conditional tenancy agreement (TA) with AHB for the rental of
the Shipyard from AHB (or its nominee) after the Proposed
Shipyard Disposal for a period of up to twelve (12) years from
the date of completion of the Proposed Shipyard Disposal and
after obtaining the approvals of the relevant authorities (if
required).
On 26 September 2003, AHB and PSCI have also entered into a
supplemental agreement (SA) in relation to the share sale
agreement dated 27 December 2002 (SSA) for the Proposed PSCA
Disposal. Pursuant to the SA, PSCI intends to appoint Desa PSC
Sdn Bhd (Desa PSC), a wholly-owned subsidiary of PSCA to
undertake certain construction contracts, which have been
awarded to PSCI or its subsidiaries (Proposed Construction
Contracts).
THE PROPOSED SHIPYARD DISPOSAL
Details of the Proposed Shipyard Disposal
The Proposed Shipyard Disposal entails the disposal by PSCSB of
the Shipyard held under Lot No. 3222, PN649 and Lot No. 9777
HS(D) 6981, both in Mukim 13, District of Timur Laut, Pulau
Pinang for a sale consideration of RM55.7 million to be
satisfied by way of the issuance of 111,400,000 new NewCo Shares
at the issue price of RM0.50 per NewCo Share.
The Shipyard is a property presently owned by PSCSB and is
situated at the south-eastern fringe of Pulau Jerejak, an island
south-east of the main island of Pulau Pinang. The subject
property is accessible from Georgetown via Jalan Sultan Azlan
Shah heading towards Batu Maung and situated on two contiguously
parcels of industrial land with a total provisional titled land
area of 103,373 square meters. Erected on the Shipyard are a
number of buildings including the main office, client offices,
canteen, surau, warehouses, workshops and also the guard house,
clinic and safety. The PSCSB group of companies are currently
undertaking some of their construction activities of patrol
vessels at the Shipyard.
Further details of the Shipyard are set out in Table 1.
The net book value of the Shipyard based on PSCSB's audited
accounts as at 31 December 2002 is RM71,458,599.
Currently, the Shipyard is encumbered by the following:
(a) the 30 years lease commencing 1 September 1990 and
expiring on 31 August 2020 granted by PSCSB to Tenaga Nasional
Berhad on part of the Shipyard (Tenaga Lease); and
(b) the 1st party fixed legal charge on the Shipyard created
by PSCSB in favor of a financial institution (FI) as security
for the loan facilities granted to PSCSB (Charge)
PSCSB will not assume any additional liabilities pursuant to the
Proposed Shipyard Disposal.
Basis of determining the issue price of the new NewCo Shares
The issue price of RM0.50 per new NewCo Share to be issued
pursuant to the Proposed Shipyard Disposal has been arrived at
based on the par value of NewCo Shares of RM0.50 each. It is
also equivalent to the issue price for the new NewCo Shares to
be issued pursuant to the Proposed PSCA Disposal.
Status of the new NewCo Shares
The 111,400,000 new NewCo Shares to be issued pursuant to the
Proposed Shipyard Disposal shall upon issue and allotment, rank
pari passu in all respects with the then existing NewCo Shares
at the date of allotment, save as for any dividend declared or
paid by reference to a record date which is prior to allotment
date of the said NewCo Shares or to any entitlement that may be
obtained by ordinary shareholders of NewCo pursuant to AHB's
restructuring scheme, except that the new NewCo Shares are not
entitled to any NewCo warrants to be issued pursuant to the
Proposed Rights Issue and Proposed Special Issue as part of the
restructuring scheme of AHB.
Salient terms of the SPA
The salient terms and conditions of the SPA include, amongst
others, the following:
(a) NewCo shall acquire the Shipyard free from all mortgage,
charge, pledge, lien, assignment, hypothecation, security
interest, title retention, preferential right or trust
arrangement or other security arrangement or agreement
conferring a right to a priority of payment (except for the
Tenaga Lease), together with vacant possession and all rights,
title and interest therein and thereto but subject to the
conditions of title and restrictions-in-interests endorsed on
the documents of title to the Shipyard or otherwise affecting
the Shipyard and on terms and conditions of the SPA.
(b) The Proposed Shipyard Disposal is subject to the
following conditions:
(i) the Shipyard are free from all encumbrances, save for
the Tenaga Lease and Charge. The Charge will be discharged on or
prior to the completion of the Proposed Shipyard Disposal;
(ii) the Shipyard are to be transferred with vacant
possession;
(iii) the transfer of the Shipyard is subject to any
express conditions of title and restrictions in interest
endorsed on the title documents of the Shipyard;
(iv) there is no change to the existing category of land
use affecting the Shipyard;
(v) there is no change to the existing state and condition
of the Shipyard;
(vi) the transfer of the Shipyard is upon the basis that
each of PSCSB's warranties and representations as contained in
the SPA remain true and accurate in all respects;
(vii) the construction and completion of each building
forming part of the Shipyard have complied with all laws, rules
and regulations;
(viii) valid certificates of fitness for occupation have
been issued by the relevant authorities in respect of the
Shipyard, where applicable;
(ix) there being no loss or damage in any material respect
having occurred to the Shipyard up to completion of the Proposed
Shipyard Disposal; and
(x) PSCSB continuing to maintain and keep in good repair
the Shipyard until the date of delivery of possession to NewCo,
fair wear and tear excepted.
(c) Subject to any variation which the Securities Commission
(SC) may impose and is agreeable to the parties, the
consideration payable for the Proposed Shipyard Disposal is an
aggregate of RM55.7 million based on an independent valuation
report carried out by Messrs. JAZ International Malaysia Sdn Bhd
dated 5 September 2003 to be satisfied by the issuance of new
NewCo Shares.
(d) The sale, purchase and transfer of the Shipyard is to
only take effect upon:
(i) the satisfaction of all conditions precedent specified
in the SSA for the Proposed PSCA Disposal such that the SSA, is,
in essence and to the maximum extent practicable, ready for
completion in accordance with its respective terms and
conditions;
(ii) if required, the approval of the shareholders of the
PSCSB and/or PSCI in relation to the Proposed Shipyard Disposal;
(iii) the approval of the Penang State Authority for the
transfer of the Shipyard; and
(iv) if required, the approval of the relevant authority or
any relevant third party.
In the event any of the above conditions is not being fulfilled
by 31 December 2004 or such extended period as the parties may
mutually agree, any party may rescind the SPA and thereafter the
SPA will become null and void.
(e) If any condition, variation or revision is imposed in
respect of any of the approvals in relation to clause (d)(iv)
above (including variation on the purchase consideration of the
Shipyard which may be imposed by SC) and the condition,
variation or revision affects a party, and the affected party is
not satisfied with the condition, variation or revision imposed,
the said affected party, may within thirty (30) days from the
date of notice of the condition, variation or revision, either:
(i) appeal to the relevant authority against such
unacceptable conditions, variations or revisions; or
(ii) reject, by written notice to the other party, such
unacceptable conditions, variations or revisions after which the
party affected may rescind the agreement by written notice to
the other party and the SPA shall cease to have any effect and
become null and void and neither of the parties have any claims
against the other save and except for any antecedent breach.
Moratorium on sale of NewCo Shares by PSCSB
Pursuant to the SC's Policies and Guidelines on Offer/Issue of
Securities (SC Guidelines), PSCSB will not be allowed to sell,
transfer or assign 50% of the NewCo Shares to be issued to it
pursuant to the Proposed Shipyard Disposal for at least one (1)
year from the date of listing of the NewCo Shares on the KLSE.
In this respect, PSCSB shall place 55.7 million NewCo Shares
under moratorium representing 50% of the new NewCo Shares to be
issued to PSCSB as consideration for the Proposed Shipyard
Disposal. Thereafter, the said NewCo Shares shall not be subject
to the moratorium requirement.
Placement Of NewCo Shares
Upon completion of the Proposed PSCA Disposal, Proposed Shipyard
Disposal and the restructuring scheme of AHB, the PSCI group of
companies (PSCI Group) will collectively own 181.4 million NewCo
Shares or 75.36% of the issued and paid-up capital of NewCo
(assuming before the exercise of warrants and irredeemable
convertible preference shares). It is the intention of the PSCI
Group to only hold approximately 51% equity interest in NewCo.
As such, it is envisage that the PSCI Group will place out up to
60.0 million NewCo Shares (but subject to a minimum of 32.0
million NewCo Shares to meet the public shareholding spread of
NewCo) to investors to be identified in line with its stated
intention (Proposed NewCo Shares Placement). The actual number
and the placement price of the NewCo Shares for the Proposed
NewCo Shares Placement will be determined and announced at a
later date. The proceeds from the Proposed NewCo Shares
Placement will be utilized to reduce the bank borrowings of the
PSCI Group.
THE PROPOSED TENANCY
Under the TA, AHB (or its nominee) shall rent the Shipyard to
PSCSB after the completion of the Proposed Shipyard Disposal for
a period of up to twelve (12) years from the date of completion
of the Proposed Shipyard Disposal and after obtaining the
approval of the relevant authorities (if required) (Tenancy).
PSCSB shall pay a fixed rental rate of RM5.58 million per annum,
for the first three (3) years of the Tenancy (Rent). Upon
completion of the 3rd year of the Tenancy and subject to the
prevailing market conditions, AHB (or its nominee) shall be
entitled to increase the Rent by not more than 10% from each of
the prior Tenancy term. The salient terms of the TA include the
following:
(a) Subject to the terms and conditions in the TA, AHB (or
its nominee) shall grant PSCSB tenancy of the Shipyard for a
period of three (3) years from the effective date of the
Proposed Tenancy (Term 1). In addition, so long as PSCSB has
duly and punctually observed and performed all its covenants,
conditions, stipulations contained in the TA, AHB (or its
nominee) and PSCSB shall agree to the following:
(i) upon expiry of Term 1, to renew the Tenancy for an
additional three (3) years on the same terms (except for the
rental rates) (Term 2);
(ii) upon expiry of Term 2, to renew the Tenancy for an
additional three (3) years on the same terms (except for the
rental rates) (Term 3); and
(iii) upon expiry of Term 3, to renew the Tenancy for an
additional three (3) year on the same terms (except for the
rental rates) (Term 4).
(b) The Rent is to be duly and punctually paid monthly in
advance by PSCSB to AHB (or its nominee) on or before the
seventh (7th) day of each month. In the event that PSCSB does
not pay the Rent by the due date, PSCSB shall pay all unpaid
Rent together with a rate of 10% per annum on a daily basis and
where such interest is calculated from the due date until the
actual date of receipt by AHB (or its nominee).
(c) On or prior to the commencement of the Tenancy, PSCSB is
to provide AHB (or its nominee) with the sum of RM930,000 as
rental deposit (Rental Deposit) for due and punctual observance
and performance by PSCSB of all its covenants, conditions and
stipulations contained in the TA. In addition, PSCSB will
provide the sum of RM232,500 to AHB (or its nominee) as utility
security deposit (Utility Security Deposit) as security for the
due and punctual payment of all utility bills (including,
without limitation, electricity, water, telephone, waste and
sewerage bills) which PSCSB is obliged to pay but which AHB (or
its nominee) may be required to pay in the event of the PSCSB's
default.
(d) In the event the purchase consideration of the Shipyard
is varied in accordance with the terms of the SPA, PSCSB and AHB
(or its nominee) will agree on the adjustments, if any to be
made to the Rent, Rental Deposit and Utility Security Deposit.
In the absence of such agreement, no adjustment will be made to
the Rent, Rental Deposit and Utility Security Deposit.
(e) The Tenancy will only take effect upon:
(i) the completion of, and delivery of vacant possession of
the Shipyard to AHB (or its nominee) under the SPA;
(ii) the completion of the SSA in relation to the Proposed
PSCA Disposal; and
(iii) the approval of the Penang State Authority for the
Tenancy.
(f) PSCSB is to use the Shipyard in accordance with the
category, express and implied conditions and restrictions in
title of the title document to the Shipyard or pursuant to any
permission that may be granted by the Penang State Authority.
(g) AHB (or its nominee) may at its sole and absolute
discretion and as soon as reasonably practicable after any
termination of the TA before the expiry of Term 4, sell and
require that PSCSB to purchase the Shipyard subject to the
following principal terms and conditions:
(i) the Shipyard is to be sold to PSCSB free from all
mortgage, charge, pledge, lien, assignment, hypothecation,
security interest, title retention, preferential right or trust
arrangement or other security arrangement or agreement
conferring a right to a priority of payment (except for the
Tenaga Lease), together with vacant possession and all rights,
title and interest therein and thereto but subject to the
conditions of title and restrictions-in-interests endorsed on
the documents of title to the Shipyard or otherwise affecting
the Shipyard;
(ii) the purchase price to be paid by PSCSB to AHB (or its
nominee) for the Shipyard is the prevailing market price based
on an independent valuation report of a firm of valuers mutually
appointed by AHB (or its nominee) and PSCSB; and
(iii) such other terms and conditions that may be agreed to
in good faith between AHB and PSCSB or which are usual or
customary in real estate conveyancing transactions.
(h) AHB (or its nominee) will not sell or lease or rent the
Shipyard for a period of one (1) year after the expiry of Term 4
unless AHB (or its nominee) first offers to sell or lease or
rent (as the case may be) the Shipyard to PSCSB and PSCSB
rejects or does not accept the said offer within sixty (60) days
of the date of the said offer (or such longer period as the
parties may mutually agree to).
THE PROPOSED CONSTRUCTION CONTRACTS
Details of the Proposed Construction Contracts
Pursuant to the SA, PSCI has expressed its intention to appoint
Desa PSC, a wholly-owned subsidiary of PSCA to undertake certain
construction contracts, which have been awarded to or undertaken
by PSCI or its subsidiaries. Presently, Desa PSC is dormant.
PSCI, being the ultimate holding company of Desa PSC intends to
activate Desa PSC as the construction arm of the PSCI Group.
Concurrent to the implementation of the restructuring exercise
to be undertaken by AHB, it is also proposed that the entire
issued and paid-up share capital of Desa PSC be transferred from
PSCA to NewCo, with the objective to streamline the businesses
of the NewCo Group, in line with PSCI's intention to activate
Desa PSC as the construction arm.
Brief information of Desa PSC
Desa PSC was incorporated on 25 January 1997 in Malaysia under
the Act as a private limited company with an authorized share
capital of RM100,000 comprising 100,000 ordinary shares of
RM1.00 each. The issued and paid-up share capital of Desa PSC is
RM2 comprising 2 ordinary shares of RM1.00 each. The present
principal activity of Desa PSC is that of investment holding. It
is proposed that Desa PSC be activated to be involved as a
contractor. Presently, Desa PSC is a wholly-owned subsidiary of
PSCA.
RATIONALE FOR THE PROPOSALS
PSCI had on 30 December 2002 announced the Proposed PSCA
Disposal as part of PSCI's strategy in managing its borrowings
obligation and at the same time gaining control of another
public listed company, i.e. AHB. Pursuant to the letter dated 10
July 2003 issued by the SC, AHB has been requested to consider
other quality assets to be injected into NewCo for its
restructuring scheme, in addition to Proposed PSCA Disposal.
The Proposed Shipyard Disposal is intended to address the
abovesaid request of the SC and at the same time allow PSCI to
exchange its investment in the Shipyard with securities of a
listed company at a fair price. The Proposed Tenancy will allow
the PSCI Group to continue using the Shipyard for its
shipbuilding activities.
The Proposed Construction Contracts is in line with PSCI's
intention to activate Desa PSC as the construction arm of the
PSCI Group and to consolidate the PSCI Group's construction
activities.
The Proposed NewCo Share Placement is also an integral part of
PSCI's strategy in managing its borrowings obligation by
allowing the PSCI Group to reduce its borrowings and save on
interest cost.
EFFECTS OF THE PROPOSALS
The effects of the Proposals are as follows:
Share Capital and Substantial Shareholdings
The Proposals will not have any impact on the issued and paid-up
share capital and substantial shareholdings of PSCI as the
Proposals will not involve any issuance of securities by PSCI.
Earnings
The Proposals are not expected to have any material impact on
the earnings of the PSCI Group for the financial year ending 31
December 2003 as the Proposals are expected to be completed
after 2003.
Based on the net book value of the Shipyard as at 31 December
2002 of RM71.46 million, the PSCI Group is expected to incur a
loss of RM15.76 million for the Proposed Shipyard Disposal.
However, the proceeds from the Proposed NewCo Shares Placement,
which is expected to be utilized to reduce the bank borrowings
of the PSCI GROUP, will result in interest savings for the PSCI
Group.
Net Tangible Assets (NTA)
The proforma effects of the Proposed PSCA Disposal and Proposed
Shipyard Disposal on the consolidated NTA of PSCI as at 31
December 2002 are as shown in Table 2.
The Proposed Tenancy and the Proposed Construction Contracts is
not expected have any effect on the consolidated NTA of the PSCI
Group.
CONDITIONS OF THE PROPOSALS
The Proposals are subject to the following approvals being
obtained:
(i) the SC (if required). The Company intends to seek an
exemption from classifying the Proposed PSCA Disposal and the
Proposed Shipyard Disposal as transactions falling under the
definition of "significant changes in business direction"
pursuant to Chapter 12 of the SC Guidelines;
(ii) the Ministry of International Trade and Industry;
(iii) the Foreign Investment Committee;
(iv) the KLSE;
(v) the shareholders of PSCI and AHB ;
(vi) the directors and shareholders of PSCSB; and
(vii) any other relevant authorities.
The Proposed Shipyard Disposal, Proposed Tenancy, Proposed
Construction Contracts, Proposed PSCA Disposal and AHB's
restructuring scheme are inter-conditional upon one another.
Barring unforeseen circumstances, the Proposed Shipyard Disposal
is expected to be completed by June 2004.
Tables 1 and 2 can be found at
http://bankrupt.com/misc/TCRAP_PCSI0930.doc.
TECHNO ASIA: Discloses August Production Figures
------------------------------------------------
Further to the announcement on 4 August 2003 and 6 August 2003
that the plantation lands belonging to Ganda Plantations (Perak)
Sdn. Bhd. and Cempaka Sepakat Sdn. Bhd., both subsidiaries of
Techno Asia Holdings Bhd. (Special Administrators Appointed),
were transferred to Malpac Capital Sdn. Bhd.'s nominated party,
Radiant Response Sdn. Bhd., on 5 August 2003.
Techno Asia informed that the August 2003 production figures of
the Group as follows are for the period from 1 August 2003 to 4
August 2003 and will be the last announcement on the Group's
production figures as the plantations cease to be the property
of TECASIA's subsidiaries with effect from 5 August 2003:
MT
Crude Palm Oil 527
FFB 583
Palm Kernel 146
UCP RESOURCES: Currently Implementing Proposed Debt Scheme
----------------------------------------------------------
As announced on 15 August 2003, Public Merchant Bank Berhad
(PMBB), on behalf of UCP Resources Berhad, had submitted an
application to the Securities Commission (SC) to appeal on the
revisions made by the SC in the Proposed Debt Settlement.
Details of the appeal were as follows:
(i) the value for the proposed set-off and transfer of land
held as collateral by Affin Bank Berhad to be fixed at
RM2,611,000 as previously proposed instead of RM3,600,000 as
revised by the SC vide its letter dated 18 July 2003; and
(ii) the proposed settlement of debts owing to all creditors
of UCP via the issuance of 20,000,000 GRSB Shares together with
the realization of assets of UCP as previously proposed instead
of the issuance of 19,011,000 new GRSB Shares together with the
realization of assets of UCP as revised by the SC vide its
letter dated 18 July 2003.
(collectively referred to as the "Appeal")
In the same application to the SC, PMBB, on behalf of UCP, had
also proposed certain revisions to the Proposed Corporate and
Debt Restructuring Scheme. Details of the revisions to the
Proposed Corporate and Debt Restructuring Scheme were set out in
the announcement dated 15 August 2003.
PMBB, on behalf of UCP, is pleased to announce that the
approvals of the SC and Ministry of International Trade and
Industry have been received for the following:
(i) the Appeal; and
(ii) the revisions to the Proposed Corporate and Debt
Restructuring Scheme, comprising
* Proposed Share Exchange;
* Proposed Debt Settlement;
* Proposed Acquisitions;
* Proposed Capitalization of GRSB Advances;
* Proposed Disposal of GRSB Shares to SHSB;
* Proposed Rights Issue;
* Proposed Placements;
* Proposed Transfer of Listing;
* Proposed Liquidation; and
* Proposed Exemption.
In this regard, the Proposed Corporate and Debt Restructuring
Scheme is now in its implementation stage.
WEMBLEY INDUSTRIES: Seeks Investigative Audit Time Extension
------------------------------------------------------------
On 26 March 2003, Alliance Merchant Bank Berhad (Alliance) had,
on behalf of Wembley Industries Holdings Berhad's Board of
Directors (Board), announced that the Company had on 22 March
2003 appointed Messrs Horwath (Horwath) as the independent audit
firm to carry out and complete the investigative audit pursuant
to a condition imposed by the Securities Commission (SC) in
approving the Proposals, involving Proposed Capital Reduction
and Consolidation; Proposed Debt Restructuring; and Proposed
Rights Issue.
The investigative audit is required to be completed within six
(6) months from the appointment date of the independent audit
firm.
Alliance wishes to announce, on behalf of the Board, that an
application has been made to the SC for an extension of time,
until 22 March 2004 for Horwath to complete the investigative
audit.
=====================
P H I L I P P I N E S
=====================
PHILIPPINE LONG: In Talks With AT&T and MCI-Worldcom
----------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) is negotiating
with U.S. carriers AT&T and MCI-Worldcom on the rates PLDT will
charge for calls from the U.S. to the Philippines, the
Philippine Star newspaper reported.
An unnamed PLDT official said an agreement on settlement rates
and payment of past dues to PLDT would be necessary if it were
to start allowing calls from the U.S. carriers. AT&T owes PLDT
between US$6.00-US$7.00 million and MCI US$3.00-US$4.00 million
in unpaid termination charges.
The US Federal Communications Commission earlier ordered U.S.
carriers to suspend payments to local carriers for processed
inbound calls from the U.S. The decision was based on claims by
the U.S. carriers that PLDT and other local Telco's were
blocking calls from two U.S. carriers to force them to pay
higher termination fees.
UNITED COCONUT: Elects Vistan as New Chairman
---------------------------------------------
Veteran banker Deogracias Vistan has been elected Chairman of
the United Coconut Planters Bank (UCPB), taking over from Edward
Go, another veteran banker who successfully negotiated for the
rehabilitation of the beleaguered bank, according to the
Philippine Star on Monday. Vistan was appointed as one of eight
nominees of the Philippine Deposit Insurance Co. (PDIC), which
took over UCPB after infusing a total of 20 billion pesos to
save the bank.
UNITED COCONUT: Must Submit Financial Program by Yearend, BSP
-------------------------------------------------------------
The Central Bank of the Philippines (Bangko Sentral ng
Pilipinas) deputy governor Alberto V. Reyes has ordered the
United Coconut Planters Bank (UCPB) to submit a final financial
program by yearend or face sanctions, the Malaya Newspaper
reports. Reyes said UCPB management must ensure that the
financial plan is followed under its rehabilitation program.
The penalties could range from monetary to administrative. He
did not elaborate. Jose Querubin, appointed President of UCPB,
said the bank expects to be profitable in its third year of
rehabilitation.
=================
S I N G A P O R E
=================
ASIA PULP: Signs MOU with IBRA and ECAs
---------------------------------------
Asia Pulp and Paper (APP) signed a memorandum of understanding
(MoU) with the IBRA and a group of export credit agencies on
Thursday, DebtTraders reports. The two groups of creditors
agreed that Asia Pulp's Indonesian subsidiaries could repay a
portion of the debt over a period of between 18 and 20 years,
with the option to extend that by two more years. The paper
group expects to sign a final agreement on October 24.
It seems that the terms of the debt restructuring were changed
substantially. The extension period in the original term sheet
was 10 years. Separately, APP is believed to have spent $79
million in fees for legal and financial advise over the past 2
1/2 years.
CAPITALAND LIMITED: Unit Enters Liquidation
-------------------------------------------
The Board of Directors of Capitaland Limited has placed its
wholly owned indirect subsidiary, Shanghai Xin Li Property
Development Co., Ltd (Xin Li), a Company incorporated in the
People's Republic of China, under members' voluntary
liquidation.
The liquidation of Xin Li is not expected to have any material
impact on the net tangible assets or earnings per share of the
CapitaLand Group for the financial year ending 31 December 2003.
DON HILLSON: Releases Winding Up Order Notice
---------------------------------------------
Don Hillson Paper Industries Pte Ltd. issued a winding up order
notice made on the 5th day of September 2003.
Name and address of Liquidator: The Official Receiver
Insolvency & Public Trustee's Office
45 Maxwell Road #06-11
The URA Centre (East Wing)
Singapore 069118.
Messrs RAJAH & TANN
Solicitors for the Petitioner.
DSTORE SINGAPORE: Issues Notice of Preferential Dividend
--------------------------------------------------------
Dstore Singapore Pte Ltd. (In Creditors' Voluntary Liquidation)
issued a notice of intended preferential dividend as follows:
Address of former registered office: 116 Changi Road #05-01/02
Singapore 419718.
Last day for receiving proofs: 6th October 2003.
Name of liquidators: Chee Yoh Chuang & Lim Lee Meng.
Address of liquidators: c/o Chio Lim & Associates
18 Cross Street #08-01
Marsh & McLennan Centre
Singapore 048423.
CHEE YOH CHUANG
LIM LEE MENG
Liquidators.
KINTETSU INTERNATIONAL: Creditors to Submit Claims by October 27
----------------------------------------------------------------
The creditors of Kintetsu International Express (Singapore) Pte
Ltd. (In Members' Voluntary Liquidation), whose debts or claims
have not already been admitted, are required on or before 27th
October 2003 to submit particulars of their debts or claims and
any security held by them to me.
This should be done by sending the liquidator through the post
at its address below a formal Proof of Debt in accordance with
Form 77 or 78 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.
Dated this 26th day of September 2003.
LIM SAY WAN
Liquidator.
C/- 6 Shenton Way #32-00
DBS Building Tower Two
Singapore 068809.
NEPTUNE ORIENT: Clarifies Vessel Collision Report
-------------------------------------------------
Neptune Orient Lines (NOL) announced the report from Shipping
Times regarding the vessel collision involving an APL chartered-
in vessel at Chittagong has negligible financial impact on the
Group.
Its subsidiary, APL, neither owns nor operates the feeder vessel
involved in the collision. As such any liabilities arising from
the incident would accrue to the vessel's Owner and Operator and
not to APL. The Owner of the vessel is currently handling the
matter with the Port authorities. There has been no significant
impact to APL's customers or services as all cargo was
discharged safely after the incident. The vessel involved in the
incident has since been off-hired by APL in accordance with the
terms of the charter and replaced.
For the full year 2002, NOL posted a staggering loss of US$330
million as its container liner unit APL Liner struggled with
record-low freight rates caused by overcapacity and exposure to
the worst-hit trans-Pacific routes.
PARKWAY HOLDINGS: Dissolves U.S. Units
--------------------------------------
The Board of Directors of Parkway Holdings Limited announced
that the following companies:
1. Harborview Corporation Limited No. 1; and
2. Harborview Corporation Limited No. 2
Both subsidiaries and incorporated in the United States of
America, have been dissolved in April 2003 as they had ceased to
carry on businesses.
TORICA SINGAPORE: Creditors to Submit Claims by October 27
----------------------------------------------------------
Notice is hereby given that the creditors of Torica Singapore
Pte Ltd (In Members' Voluntary Liquidation), whose debts or
claims have not already been admitted, are required on or before
27th October 2003 to submit particulars of their debts or claims
and any security held by them to me.
This should be done sending the liquidator at the address below
a formal Proof of Debt in accordance with Form 77 or 78
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.
WEE POH: Issues Group Performance Update
----------------------------------------
Wee Poh Holdings Limited has recorded a turnover of S$53.87
million for the full year ended 30 June 2003, a decrease of
S$7.47 million or 12.2 percent over the corresponding period.
The decrease in turnover was due mainly to two of the Group's
previously core subsidiaries, W&P Piling Pte Ltd (WPP) and WP
Conc-Pact Pte Ltd (WPCP) being placed in liquidation by
creditors. As such, the results of these two subsidiaries were
only taken into account up-till the point of liquidation and
deconsolidated from the Group as at 30 June 2003.
As the Group was also undergoing a restructuring plan during the
year, it was discouraged from tendering for projects, as any
award of any material contracts will be held in abeyance till
the completion of the restructuring exercise. As there were
lesser projects on hand during the year, the Group had focused
its resources on completing the present projects on hand, on
time and on budget, to minimize losses where possible. Emphasis
was also made on cutting wastages and better project management.
The results of these measures are shown in the lower gross loss
margin of 6.7 percent during the period under review (2002 : 17
percent).
Results from operations have improved by S$30.2 million, due
mainly to:
(a) A net gain of S$11.3 million recognized on the
deconsolidation of WPP and WPCP, the Group's loss making
subsidiaries;
(b) Improvement in the gross margin by S$6.9 million;
(c) Reduction in allowance for / write off of bad and doubtful
receivables by S$6.6 million;
(d) A one-off impairment recognized on the Group's property last
year; and
(e) Reduction of other administrative expenses due to continuing
efforts by management in reducing operating costs.
The Group's trade receivables and payables and property, plant
and equipment have reduced largely due to the liquidation of the
two subsidiaries.
During the year, the Company also disposed of a freehold
property to repay bank loans amounting to S$2.5 million.
===============
T H A I L A N D
===============
ADVANCE PAINT: Reports EGM No.1/2546 Approved Resolutions
---------------------------------------------------------
Advance Paint and Chemical (Thailand) Public Company Limited, in
reference to its Extraordinary Shareholders Meeting No.1/2546
held on September 26, 2003, approved the following resolutions:
1. Unanimous approval of the minutes of General Shareholders
meeting of Company No.1/2546
2. Unanimous approval for the appointment of Mr. Sompakdi
Vatevilai as Director of the Company.
3. Unanimous approval for the appointment of the following
persons as Members of Audit Committee for 3 consecutive years
starting from the date of this Extraordinary Shareholders
Meeting:
1. Mr. Thirasakdi Nathikanchanalab Chairman of the
Audit Committee
2. Mr. Nathee Phanichcheeva Audit Committee
3. Mr. Sompakdi Vatevilai Audit Committee
4. Mr. Surin Polyasrisawat Secretary to the Audit
Committee
4. Unanimous approval for proceeding to cancel the unallocated
13,500 units of APC-W1 and 27,000 units of APC-W2 in
accordance with the procedures required by SEC and SET
regulations.
CENTRAL PAPER: Issues Warrants Exercise Results
-----------------------------------------------
Central Paper Industry Public Company Limited issued 120 million
units of warrant No.1 (CPICO-W1) with 10 years term offering to
the existing shareholders during July 11-18, 2000. The exercise
is fixed on every three months of the normal working hours of
the Company's share registrar on every 15th of March, June,
September and December of each year through the maturity date.
The Exercise Date was on 15th September, 2000 while the last
Exercise Date shall be on 15th June, 2010 respectively. 1 unit
of warrant give the right to the holder to purchase 1 share of
the company in the Exercise Price of Bt10 per share.
The company would like to inform that there are 119,994,600
units of Right Warrants No.1 (CPICO-W1), on the Exercise Date of
September 16th, 2003. There were warrant holders exercising his
rights to purchase new ordinary shares. Therefore, there are
119,994,600 Right Warrants No.1 (CPICO-W1) units remaining.
JASMINE INTERNATIONAL: Posts Capital Increase Report Form
---------------------------------------------------------
Chaengwatana Planner Co., Ltd., as the Plan Administrator of
Jasmine International Public Company Limited (Jasmine), in
reference to the Board of Directors' Meeting No.12/2546 held on
25 September 2000, disclosed the capital increase/share
allotment form, as follows:
1. CAPITAL REDUCTION / INCREASE
Whereas the Business Rehabilitation Plan of Jasmine requires
that Jasmine's capital be reduced / increased. Therefore:
1.1 the Board of Directors' Meeting No.12/2546 on 25
September 2003 passed the resolution approving the reduction of
capital for unsold or yet to be sold shares of Bt5,169,163,290.
For this purpose, the amount of 516,916,329 ordinary shares with
the par value of Bt10 per share that is left unsubscribed will
be annulled. After such reduction of capital, Jasmine will
have Bt7,502,836,710 registered capital, divided into 21,970,477
paid-up ordinary shares with the par value of Bt10 per share and
228,313,194 ordinary shares allocated for the conversion of
Existing Warrant with the par value of Bt10 per share; and
1.2 the Board of Directors' Meeting No.12/2546 also passed
the resolution approving the increase of capital for another
Bt8,182,836,710 by issuing 798,283,671 newly isuued ordinary
shares with the par value of Bt10 per share and 20,000,000 newly
issued preference shares with the par value of Bt10 per share.
As such, Jasmine's capital will increase from Bt7,502,836,710 to
Bt15,685,673,420.
2. ALLOTMENT OF NEW SHARES
2.1 The Board of Directors' meeting passed the resolution
approving the allotment of new shares.
2.2 The issuance of shares for capital increase as mentioned
above is subject to the conditions, objectives and time frames
provided in the Plan, which has been approved by the Court.
2.3 In making an allotment of share under the Debt-to-Equity
Swap Program for any creditor, if there is a share fraction, the
Plan requires that such fraction be pulled down to the nearest
rounded figures, and that the debt amount equal to such fraction
be discharged. The Plan also requires that the ordinary shares
that are left unsold after the exercise of the conversion rights
under Warrant II will be annulled.
3. SCHEDULE FOR SHAREHOLDERS' MEETING TO APPROVE CAPITAL
INCREASE / SHARE ALLOTMENT
Since Jasmine is now in business rehabilitation proceeding, no
shareholders' meeting will be held to approve the increase of
capital/allotment of shares (pursuant to Section 90/25 of the
Bankruptcy Act.).
4. APPLICATION FOR APPROVAL OF RELEVANT GOVERNMENT AGENCIES FOR
CAPITAL INCREASE/SHARE ALLOTMENT AND CONDITIONS THERETO
At the moment, the Plan Administrator is requesting for the
Court's permission to make amendments to the Articles of
Association and the Memorandum of Association of Jasmine
pursuant to Section 90/64 of the Bankruptcy Act. Upon the
receipt of such permission, the Plan Administrator will take
actions to register the increase of capital with the Company and
Partnership Official Registrar of the Department of Business
Development, Ministry of Commerce, and will coordinate with the
Share Registrar of the Jasmine, which is the Thailand Share
Depository Company Limited, and relevant governmental
authorities for further actions.
5. OBJECTIVES OF CAPITAL INCREASE AND THE PLAN TO UTILIZE THE
PROCEEDS FROM CAPITAL INCREASE
Please see Section 2.1 (1) (4).
6. BENEFITS TO JASMINE FROM CAPITAL INCREASE / SHARE ALLOTMENT
This capital increase is an action required under the Plan. The
proceeds from this capital increase/share allotment will be used
for debt repayment programs provided in the Plan, which will
help lessen the debt burdens of Jasmine for an approximate
amount of Bt11,800 million. By doing so, Jasmine's debt
structure will be in line with its income structure, and Jasmine
will soon regain the capability to operate its business and
compete with other business operators, which will be beneficial
to its creditors and stakeholders such as employees,
contractors, business partners, shareholders, etc.
In addition, this capital increase will be reserved for the
conversion of Warrant II and the adjustment of conversion rights
under the previously issued warrants as a result of the issuance
of Warrant II and/or the increase of capital under the Plan.
7. BENEFITS TO THE SHAREHOLDERS FROM CAPITAL INCREASE/SHARE
ALLOTMENT
The capital increase, debts to equity swap and utilization of
proceeds from capital increase of Jasmine will help lessen the
debt burdens of Jasmine for an approximate amount of Bt8,062
million. As a result, Jasmine will have stronger financial
status. The Plan Administrator hopes that with such
stronger financial status, a price of its shares may increase
and may help strengthen Jasmine's capability of paying dividends
in the future.
8. OTHER INFORMATION NECESSARY TO BE USED BY THE SHAREHOLDERS TO
CONSIDER AND APPROVE CAPITAL INCREASE/SHARE ALLOTMENT None.
9. TENTATIVE ACTION PLAN FOR CAPITAL INCREASE / SHARE ALLOTMENT
* The Board of Director's Meeting passing the 25 September 2003
resolution approving the increase of capital
* Filing a petition with the Court for 26 September 2003
permission of the reduction / increase of
registered capital and the amendments of
Articles of Association and Memorandum of
Association
* Registration of the reduction / increase of Upon the
registered capital and the amendments of Court's permission
Articles of Association and Memorandum of
Association with the Company Registrar
* Allotment of shares and Debts to equity As
conversion for the creditors under applicable provided in the
debt repayment programs Plan
JASMINE INTERNATIONAL: Posts Warrant II Details
-----------------------------------------------
Jasmine International Public Company Limited posted the details
of the Warrant II:
Category : Rights Warrants of Jasmine International Public
Company
Type : Named and transferable warrants
Maturity : 5 years from the date of issuance
Amount : 551,970,477 units (Five hundred fifty-one
million nine hundred seventy thousand four
hundred and seventy-seven units)
Offering Method : To be allocated to the shareholders
having their name appeared on the Registration of
Shareholders book on 20 October 2003 with the
proportion of one existing ordinary
share to one unit of warrant
Offering Price : Bt0.05 per unit
Conversion Ratio: One unit of warrant can be converted to one
ordinary share.
Exercise Price : Bt5.00 per share with the par value of Bt10
Exercising Period : The conversion right can be exercised on
the 30th of March, June, September and December
of every year. The date of first exercise will
be fixed in the Information Memorandum to
be approved by the Office of the Securities and
Exchange Commission (the SEC) for continued
effect while the date of final exercise will be
the date immediately before the lapse of the 5-
year period.
Amount of Shares Allocated: 551,970,477 shares
Secondary Markets of the : Jasmine will arrange for the
warrants to be listed on the Stock warrant
Exchange of Thailand at later stages.
Effect on Shareholders : After all warrants of this issue
are converted to ordinary shares, the amount of
shares issued to be reserve for the exercise of
conversion rights under the warrants will account
for 50% of paid-up registered capital.
Conditions Governing the :
(1) If there is an amount of warrants left unsold after
the Unsold Lot of Warrants right issue, the Plan
requires that Jasmine offer such warrants to major
shareholder(s) holding shares exceeding 25% as of the
closure date of the Registration of Shareholders book
to identify the shareholders' right to subscripted
for Warrant II. Such major shareholder(s) may or may
not subscribe the warrants that are left unsold.
However, if they choose to make a subscription,
they must comply with the terms and conditions
stipulated in the Information Memorandum approved by
the SEC for continued effect.
(2) After the subscription as provided in (1) above, if
there is an amount of warrants still left unsold,
Jasmine will take actions to annul all such warrants.
Subscription and Payment: The shareholders wishing to
subscribe for the warrants must Methods fill and
affix their signature in the subscription form,
deliver subscription evidences and make the payment
for the subscription as required in Information
Memorandum approved by the SEC for continued
effect.
Other Conditions : As provided in the Plan, upon the
occurrence of the following events, no adjustment
will be made to the conversion ratio and
the exercise price under these warrants:
(1) Issuance of 30 million newly issued ordinary shares of
Jasmine for offering to one or more of the existing
shareholders or specific investors at the offering price
of Bt10 per share;
(2) Issuance of not exceeding 20 million newly preference
shares of Jasmine under the Voluntary Debt-to-
Preference Share Swap Program; and
(3) Issuance 18 million newly issued ordinary shares of
Jasmine under the Mandatory Partial Debt-to-Equity
Swap Program.
The terms and conditions for issuance and offering of Warrant
II, exercise of conversion rights, period for the exercise of
rights, issuance method of issuance, including amount and
registration of ordinary shares reserved for Warrant II, will be
stipulated at the discretion of the Plan Administrator. As for
other related matters, the Plan Administrator shall consider as
it deems appropriate and/or proceed in accordance with the
provisions of laws, regulations, notifications or relevant
rules. The shares that are left unsold after the exercise of
the conversion rights under Warrant II will be annulled.
SINO-THAI RESOURCES: SET Grants Listed Securities
--------------------------------------------------
Starting from 30 September 2003, the Stock Exchange of Thailand
(SET) allowed the securities of Sino-Thai Resources Development
Public Company Limited (STRD) to be traded on the SET after
finishing capital increase procedures.
Name : STRD
Paid up Capital
Old : Bt140,000,000 (Common Stock
14,000,000 Shares)
New : Bt200,000,000 (Common Stock
20,000,000 Shares)
Par Value : Bt10
Allocate to : Mr. Dol Wattanasri 4,000,000 shares and
Mr. Niti Thavornvanich 2,000,000 shares
total 6,000,000 shares
Ratio : -
Price Per Share : Bt3.40 per share
Payment Date : 27 August 2003 and 2,5 September 2003
* BOND PRICING: For the week of September 29 - October 3, 2003
--------------------------------------------------------------
Issuer Coupon Maturity Price
------ ------ -------- -----
AUSTRALIA
---------
Advantage Group Ltd 10.000% 4/15/06 1
Amcor Ltd 6.500% 10/29/49 11
Amcom Telecommunications Ltd 10.000% 10/28/07 1
APN News & Media Ltd 7.250% 10/31/08 4
Australia Commonwealth Gov't Loans 3.000% 7/29/49 64
Austrim National Radiators Ltd 9.500% 10/31/04 45
Bendigo Bank Ltd 8.000% 5/29/49 9
BIL Finance Ltd 8.000% 10/15/07 13
BIL Finance Ltd 8.190% 10/15/03 16
BIL Finance Ltd 8.250% 10/15/04 12
BIL Finance Ltd. 8.750% 10/15/04 12
BIL Finance Ltd. 8.750% 10/15/05 13
BIL Finance Ltd. 9.000% 10/15/04 16
BIL Finance Ltd. 9.250% 10/15/03 16
BIL Finance Ltd. 9.250% 10/15/06 12
BIL Finance Ltd. 10.000% 10/15/04 12
Capital Properties NZ Ltd. 8.500% 4/15/05 8
Capital Properties NZ Ltd. 8.500% 4/15/07 9
Capital Properties NZ Ltd. 8.500% 4/15/09 9
Consolidated Minerals Ltd 11.250% 3/31/05 1
Djerriwarrh Investments Ltd 7.500% 9/30/04 4
Evans & Tate Ltd 8.250% 10/29/07 1
Fletcher Building Ltd 7.900% 10/31/06 8
Fletcher Building Ltd 8.300% 10/31/06 8
Fletcher Building Ltd 8.500% 4/15/04 7
Fletcher Building Ltd 8.600% 3/15/08 8
Fletcher Building Ltd 8.750% 3/15/06 8
Fletcher Building Ltd 8.850% 3/15/10 8
Fletcher Building Ltd 10.500% 4/30/05 8
Fletcher Building Ltd 10.800% 11/30/03 8
Feltex Carpets Ltd 10.250% 9/15/08 1
Fernz Corp Ltd 8.560% 10/15/06 8
Futuris Corporation Ltd 7.000% 12/31/07 2
Garrats Ltd 12.000% 12/31/03 1
Gympie Gold Ltd 8.500% 9/30/07 1
Hy-Fi Securities Ltd 7.000% 8/15/08 7
JB Were Capital Markets Ltd 8.750% 12/31/03 30
Kiwi Income Property Trust 9.000% 9/30/03 1
Macquarie Bank Ltd 1.800% 8/15/15 61
NPT Capital Ltd 9.500% 11/30/04 9
Nuplex Industries Ltd 9.300% 9/15/07 8
Pacific Retail Finance 9.250% 9/15/07 11
Powerco Ltd 8.150% 9/1/07 7
Powerco Ltd 8.400% 5/22/07 8
Queensland Treasury Corporation 0.500% 5/19/10 72
Richmond Ltd 10.750% 12/15/04 11
Salomon Smith Barney Australia 4.250% 2/1/09 9
Sky Network Television Ltd 9.300% 10/29/49 8
Straits Resources Ltd 10.000% 12/31/03 1
Tower Finance Ltd 8.750% 10/15/07 11
TrustPower Ltd 8.300% 9/15/07 8
TrustPower Ltd. 8.500% 9/15/12 9
CHINA & HONG KONG
-----------------
Chinese Auto Co., Ltd 0.750% 4/7/05 36
China Petrochemical Corp 1.000% 5/8/08 38
Teco Electric & Machinery Co Ltd 2.750% 4/15/04 74
KOREA
-----
Kolon Industries Inc 0.250% 12/31/04 52
MALAYSIA
--------
Asian Pac Holdings Bhd 4.000% 12/22/05 1
Artwright Holdings Bhd 5.500% 3/05/07 1
Berjaya Group Bhd 5.000% 10/17/09 1
Berjaya Land Bhd 5.000% 12/30/09 1
Berjaya Sports Toto Bhd 8.000% 8/04/12 4
Camerlin Group Bhd 5.500% 7/15/07 1
Crescendo Corporation Bhd 3.000% 8/25/07 1
Crest Builder Holdings Bhd 1.000% 2/25/08 1
Crest Builder Holdings Bhd 3.000% 2/25/06 1
Dataprep Holdings Bhd 4.000% 8/5/05 1
Dataprep Holdings Bhd 4.000% 8/6/07 1
Eden Enterprises (M) Bhd 2.500% 12/2/07 1
Eox Group Bhd 4.000% 1/10/06 1
Europlus Bhd 7.000% 4/19/06 1
Gadang Holdings Bhd 3.000% 10/21/07 2
Grand Central Enterprises Bhd 5.000% 2/17/05 1
Hong Leong Industries Bhd 4.000% 6/28/07 1
Halim Mazmin Bhd 8.000% 6/30/04 3
I-Bhd 5.000% 4/30/07 1
Insas Bhd 8.000% 4/19/09 1
Integrax Bhd 3.000% 12/24/05 2
Kumpulan Jetson 5.000% 11/28/12 1
LBS Bina Group Bhd 4.000% 12/31/06 1
LBS Bina Group Bhd 4.000% 12/31/07 1
Larut Consolidated Bhd 7.000% 7/19/05 1
Mutiara Goodyear Development Bhd 2.500% 1/15/07 1
NAM Fatt Corporation Bhd 2.000% 6/24/11 1
OSK Holdings Bhd 3.500% 3/1/05 1
OSK Holdings Bhd 6.000% 3/1/05 1
Patimas Computer Bhd 6.000% 2/19/06 1
Puncak Niaga Holdings Bhd 2.500% 11/20/16 1
POS Malaysia & Services Holdings Bhd 8.000% 11/26/04 1
Orlando Holdings Bhd 3.000% 3/16/05 1
Rashid Hussain Bhd 0.500% 12/23/12 1
Rashid Hussain Bhd 3.000% 12/23/12 1
Southern Steel Bhd 5.500% 7/31/08 2
Tanah Emas Corporation Bhd 2.000% 12/9/06 1
Wah Seong Corporation Bhd 3.000% 5/21/12 3
PHILIPPINES
-----------
Bacnotan Consolidated Industries, Inc. 5.500% 6/21/04 42
SINGAPORE
---------
CSC Holdings Ltd. 6.500% 4/27/05 1
Tampines Assets Ltd 5.625% 12/7/06 1
Tincel Ltd 5.000% 6/13/11 1
Tincel Ltd 7.400% 6/13/11 1
Rabobank Singapore 1.000% 1/15/13 69
THAILAND
--------
Asia Credit PCL 3.750% 11/17/03 55
Bangkok Bank PCL 4.589% 3/3/04 63
Bank of Asia PCL 3.750% 2/9/04 61
MDX PCL 4.750% 9/17/03 8
Property Perfect PCL 3.250% 3/28/49 8
Robinson Department Store PCL 4.250% 4/7/04 11
Siam Commercial Bank PCL 3.250% 1/24/04 62
Tanayong PCL 3.500% 3/1/04 7
Tuesday's edition of the TCR-Asia Pacific delivers a list of
indicative prices for bond issues that reportedly trade well
below par. Prices are obtained by TCR-AP editors from a variety
of outside sources during the prior week we think are reliable.
Those sources may not, however, be complete or accurate. The
Tuesday Bond Pricing table is compiled on the Saturday prior to
publication. Prices reported are not intended to reflect actual
trades. Prices for actual trades are probably different. Our
objective is to share information, not make markets in publicly
traded securities. Nothing in the TCR-Asia Pacific constitutes
an offer or solicitation to buy or sell any security of any
kind. It is likely that some entity affiliated with a TCR-Asia
Pacific editor holds some position in the issuers' public debt
and equity securities about which we report.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***