/raid1/www/Hosts/bankrupt/TCRAP_Public/031013.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
Monday, October 13, 2003, Vol. 6, No. 202
Headlines
A U S T R A L I A
ADVANCED ENGINE: Incurs H103 Net Loss of $2.190M
AMP LIMITED: Announces Capital Structures for Demerged Entities
AMP LIMITED: ASIC Receives Draft Explanatory Memorandum
AMP LIMITED: Confirms Open Briefings
AMP LIMITED: Obtains Regulatory Approvals for Demerger
AUSTRALIAN GAS: NGC Shareholders to Vote on Capital Return
CROWNSTAR INTERNATIONAL: Directors Face Duty Violation Charges
RANS MANAGEMENT: Finance Manager David Easden Charged
C H I N A & H O N G K O N G
CHARTER CROWN: Petition to Wind Up Scheduled
EFORCE HOLDINGS: Trims 2003 Operations Loss to HK$16.465M
ONWARD TOURS: Winding Up Sought by China National
SEA FAT: Hearing of Winding Up Petition Set
SMART CHANCE: Winding Up Petition Pending
TRINITY (H.K.): Winding Up Hearing Scheduled in November
I N D O N E S I A
* PPAP4 Batch 1 Issues 953 NIPS for 607 Participants
* S&P Revises Banks Currency Outlooks; Affirms 'B/B' Ratings
J A P A N
MORIMOTO CORPORATION: Court OKs Rehabilitation Plan
RESONA HOLDINGS: Appoints Hirohide Takahashi as Unit Head
RESONA HOLDINGS: Central Leasing Buys 70% Stake in Unit
RESONA HOLDINGS: Expects Y1.5Tr Net Loss in First Half
K O R E A
HANARO TELECOM: ISS Votes For EGM Proposals
INI STEEL: Issues US$100M Worth of GDRs
KOOKMIN BANK: Offers Debt Workout For Defaulters
KOREA THRUNET: Submits Reorganization Plan on October 25
SK GROUP: Intends to Sell Three Financial Units
M A L A Y S I A
ASIA PACIFIC: Nov 4 Disposal Completion Likely
ASIA PACIFIC: Unit TLI Receives Dissolution Certificate
UTOINDUSTRIES VENTURES: Replies KLSE's Media Reports Query
AVENUE ASSETS: Schedules EGM on Nov 3
FW INDUSTRIES: Faces De-listing Procedures From KLSE
IDRIS HYDRAULIC: Issues Entitlements Book Closure Notice
IDRIS HYDRAULIC: Clarifies Foreign Party Acquisition Rumor
IDRIS HYDRAULIC: Trading Suspension Aids Capital Reconstruction
KAI PENG: KPE Disposal Completed
MECHMAR CORPORATION: Disposal Proceeds Use for Loan Repayment
MENTIGA CORPORATION: Spends RM16.893M for FI Creditors Repayment
MYCOM BERHAD: SC Approves Proposed Disposal
NCK CORPORATION: Liquidators Appointed to Subsidiary NKSB
PILECON ENGINEERING: Unit Faces Winding Up Petition From TESB
PLANTATION & DEVT.: Issues Proposed Restructuring Scheme Update
SIN HENG: Proposes Revised Scheme
SJA BERHAD: Shareholder Appeals Winding Up Court Order
TANJONG PUBLIC: Posts Principal Officers' Dealings
TONGKAH HOLDINGS: Disposes Quoted Securities
WCT ENGINEERING: Obtains FIC's Nod on Proposed Acquisition
P H I L I P P I N E S
FRANCISCO MOTOR: Local Car Maker Seeks Receivership
NATIONAL BANK: Auctions P100M Bad Assets on October 23
PHILIPPINE LONG: Franchise Tax Reaches Php59.2M
S I N G A P O R E
ASIA PULP: Creditors Move Closer to $6.6B Debt Deal
CAM INTERNATIONAL: Court OKs Capital Reduction Scheme
COLOUR TOUCH: Releases Dividend Notice
GIANTPOT PTE: Issues Notice to Declare Dividend
LEPACE SYSTEMS: Issues Notice of Preferential Dividend
MP WORLD: Enters Voluntary Liquidation
SNP CORPORATION: Voluntarily Winding Up Unit
TAI LEE: Issues Winding Up Order Notice
TAI THONG: Petition to Wind Up Pending
THAKRAL CORPORATION: Post Changes in Shareholder's Interest
T H A I L A N D
BANGCHAK PETROLEUM: Announces Additional Holidays
JASMINE INTERNATIONAL: SET Grants Listed Securities
NAKORNTHAI STRIP: Court Grants Registered Capital Amendment
TPI POLENE: TRIS Affirms Conditional Ratings
- - - - - - - -
=================
A U S T R A L I A
=================
ADVANCED ENGINE: Incurs H103 Net Loss of $2.190M
------------------------------------------------
Advanced Engine Components Limited ABN 67 009 081 770 released
its financial report for the half-year ended 31 December. Below
is an excerpt of Director Middleton's review of operation:
During the year the Company continued to develop and progress
its commercial activities. The Company's resources for the year
were applied to the supply of NGVS production kits to Irisbus,
progress Phase 4 its contract with Australian Greenhouse Office
for the conversion of 25 Daimler Chrysler natural gas buses,
further development of the Bullet Roadster to ADR compliance,
and further development and commencement of serial production.
The consolidated loss after tax for the half year attributable
to the members of Advanced Engine Components Limited was
$2,190,538 (2001: $ 3,717,870).
For a complete copy of the Financial Report, go to
http://bankrupt.com/misc/TCRAP_AEC1013.pdf.
AMP LIMITED: Announces Capital Structures for Demerged Entities
---------------------------------------------------------------
AMP Limited announces capital structures for demerged entities,
the following is an extract from this announcement, a Demerger
Presentation has also been provided.
AMP Limited has announced Friday financial details of its
proposed demerger, including capital structures, following `in
principle' approvals from both Australian and UK regulators. AMP
Chief Executive Officer, Andrew Mohl, said that `in principle'
regulatory approval had been received from both the UK-based
Financial Services Authority (FSA) and the Australian Prudential
Regulation Authority (APRA).
As a result, if approved by shareholders at a meeting later this
year, the demerger will create two regionally based entities:
AMP Limited - an Australasian wealth management company
comprising Australian Financial Services, which includes the
largest financial planning network and superannuation provider
in the country; and one of the country's leading investment
managers, AMP Capital Investors.
HHG plc - the new name for AMP's UK operations, which will
include Henderson Global Investors, a leading investment manager
with around œ69 billion (A$170 billion) in funds under
management; and UK Life Services, closed life businesses, which
are expected to release significant capital over time.
Mr Mohl said that overall, the capital position of AMP was
better than anticipated when the demerger was announced on 1 May
2003, while the capital position for HHG had also improved.
"A significant number of steps have been taken to achieve this
capital position, with three key changes to the position at 30
June 2003," Mr Mohl said.
"AMP is injecting a further net œ34 million (A$84 million) cash
into the UK operations to facilitate the demerger. AMP will
refinance its Reset Preferred Securities (RPS) with a rights
offer of approximately A$1.2 billion to eligible shareholders.
Finally, HHG will issue a œ100 million (A$246 million) short
term convertible loan note to be repaid by an equity capital
raising by 30 June 2004.
"Within this framework we have been able to achieve more than we
initially anticipated to position HHG as a standalone company,
including majority ownership of the Henderson asset management
business and a planned December 2003 listing on the London Stock
Exchange."
Mr Mohl said AMP was pleased with the results of the new market-
consistent embedded value (EV) methodologies in the Consulting
Actuary's Report on the proposed demerger. The current report is
a draft, with the final report to be included in the Explanatory
Memorandum (EM).
"The new methodology has demonstrated the strong underlying
value in our businesses and this will underpin investor support
for both companies," Mr Mohl said.
"Friday's announcement follows more than five months of
intensive work to achieve internal, FSA and APRA approvals. The
complexities of the demerger have been substantial but we
believe we have achieved an outcome that is set to deliver real
benefits to AMP shareholders.
"These benefits include the creation of separate companies, able
to focus on their home markets, and the simplification of AMP's
complex corporate structure to improve transparency and increase
investor understanding.
"The investor base is also likely to broaden by attracting new
shareholders, as well as providing existing AMP shareholders
with greater choice about their investments."
AMP has submitted a draft EM containing full details of the
demerger proposal to the Australian Securities & Investments
Commission (ASIC), and is on track to achieve the demerger by
the end of 2003.
AMP LIMITED: ASIC Receives Draft Explanatory Memorandum
-------------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
confirmed Friday that it has received a copy of AMP Limited's
draft Explanatory Memorandum in relation to AMP's proposed
demerger.
The demerger will take place under the supervision of the
Federal Court, which can order the calling of shareholders'
meetings and approve the explanatory statement to accompany
notices of meetings.
A draft of the explanatory statement is provided to ASIC to give
it the opportunity to examine the proposed demerger and the
explanatory statement before the Court hearing. If the Court
orders the calling of a meeting and approves the explanatory
statement, AMP can then call the meeting and distribute the
explanatory statement to shareholders. At that stage, the
explanatory statement becomes a public document. Shareholders
will then have an opportunity to inform themselves about the
proposed demerger, and vote on it at the meeting.
"AMP shareholders will have an important decision to make about
the future of the company", ASIC Deputy Chairman, Mr Jeffrey
Lucy said. "AMP has a large number of retail shareholders, so it
is vital the company complies with its obligation to provide
shareholders with all the information they need to make that
decision."
ASIC will not be commenting further at this stage.
AMP LIMITED: Confirms Open Briefings
------------------------------------
AMP Limited will be holding open briefings to discuss financial
details of its proposed demerger. The details have been released
to the Australian Stock Exchange on 10 October 2003. AMP will
hold two open briefings to discuss the financial details. Both
will be webcast live via AMP's website (www.ampgroup.com).
A media briefing will be held on 10 October at 10:30 a.m. and an
analysts briefing on 13 October at 10:00 a.m. One-on-one
meetings with both investors and analysts will be held in the
weeks following these briefings to discuss financial details of
the proposed demerger.
AMP LIMITED: Obtains Regulatory Approvals for Demerger
------------------------------------------------------
AMP Limited announced Friday that Australian and United Kingdom
prudential regulatory authorities have given `in principle'
approvals for its proposed demerger to proceed.
AMP Chief Executive Officer, Andrew Mohl, said that regulatory
approvals had been received from the UK-based Financial Services
Authority (FSA) and the Australian Prudential Regulation
Authority (APRA), following an extensive review of the impact of
its demerger proposal on policyholders.
"This is a key milestone in the demerger process. AMP has worked
closely with both regulators since the demerger proposal was
announced in May and we welcome this outcome," Mr Mohl said.
A draft Explanatory Memorandum (EM) has now been submitted to
the Australian Securities & Investments Commission (ASIC).
AUSTRALIAN GAS: NGC Shareholders to Vote on Capital Return
----------------------------------------------------------
NGC Holdings Limited, a 66% owned subsidiary of the Australian
Gas Light Company (AGL), said Friday that it has received
initial approval of the High Court for the scheme of arrangement
to return $525 million to shareholders.
In addition, a ruling on the tax treatment of the return has
been received from the Inland Revenue Department (IRD).
As required by the High Court ruling, the proposal will be the
subject of a special resolution for shareholders' approval at
NGC's annual meeting on 30 October 2003. If shareholders approve
the capital return, NGC will seek a final ruling from the High
Court to enable it to be implemented. Subject to receipt of
these approvals, the capital return to shareholders is expected
to be made in early December.
The IRD ruling confirms that the return will not be treated as a
dividend and will therefore be tax free to most shareholders.
The proposal involves the pro-rata, compulsory cancellation of
three in seven shares for a cash payment to shareholders of
$1.58 per cancelled share.
CONTACT INFORMATION: Jane Counsel
Media Relations Manager
Direct: (02) 9921-2352
Mobile: 0416 275 273
CROWNSTAR INTERNATIONAL: Directors Face Duty Violation Charges
--------------------------------------------------------------
Mr Kevin Anthony Gaw and Ms Melanie Louise Ash have been charged
following an investigation by the Australian Securities and
Investments Commission (ASIC) into the companies Crownstar
International Pty Ltd (Crownstar) and an associated company,
C.C. Travel Pty Ltd (CC Travel).
Ms Ash, the sole registered director of Crownstar, has been
charged with 28 counts of breaching her duties as a director.
Mr Gaw, the alleged managing director of Crownstar and sole
registered director of CC Travel, has been charged with 24
counts of breaching his duties as a director and one count of
participating in the management of Crownstar whilst he was
disqualified from doing so.
The charges relate to the manner in which the companies' funds
were allegedly used by Mr Gaw and Ms Ash to purchase real
estate, race horses and for other personal use.
Crownstar promoted a travel and holiday club aimed at raising
public membership funds and promising discounted hotel and
travel packages and rewards.
Both Crownstar and CC Travel were earlier placed into
liquidation following orders obtained by ASIC in the Federal
Court of Australia on 1 February 2002. Mr Andrew McLellan of
Carson McLellan was appointed as the liquidator of both
companies.
The matter was adjourned for a committal mention before the
Melbourne Magistrates' Court of Victoria on 24 November 2003.
The Commonwealth Director of Public Prosecutions is prosecuting
the matter.
RANS MANAGEMENT: Finance Manager David Easden Charged
-----------------------------------------------------
Mr David Easden, 49 years old of Wantirna South, Victoria, has
been charged following an investigation by the Australian
Securities & Investments Commission (ASIC) into the collapse of
Rans Management Group Pty Ltd (Rans).
Mr Easden faces a total of five charges under the Corporations
Act relating to his role as the former finance manager of Rans.
ASIC alleges that Mr Easden failed to maintain proper books of
account for Rans, failed to act honestly as an officer of Rans
with respect to the non-remittance of group tax and the failure
to lodge Business Activity Statements, and provided false and
misleading statements to a Director of Rans.
The charges were adjourned for a mention hearing in the
Melbourne Magistrates Court on 19 November 2003.
Rans collapsed in June 2002 when it was placed into voluntary
administration by its sole director. It went into liquidation in
July 2002.
Rans operated and managed approximately 30 leisure and
entertainment facilities in suburban Melbourne, including the
Harold Holt swimming pool and the Monash and Wyndham Leisure
centers, and interstate facilities such as the Derwent
Entertainment Center in Hobart, and the Albury Convention &
Performing Arts Center.
This matter is being prosecuted by the Commonwealth Director of
Public Prosecutions.
================================
C H I N A & H O N G K O N G
================================
CHARTER CROWN: Petition to Wind Up Scheduled
--------------------------------------------
The petition to wind up Charter Crown Industrial 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 August 28, 2003 by Bank
of China (Hong Kong) Limited of 14th Floor, Bank of China Tower,
1 Garden Road, Central, Hong Kong.
EFORCE HOLDINGS: Trims 2003 Operations Loss to HK$16.465M
---------------------------------------------------------
eForce 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: Both Audit Committee and Auditors
with modified opinion
(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 : 47,152 35,934
Profit/(Loss) from Operations : (16,465) (53,684)
Finance cost : (1,328) (13,545)
Share of Profit/(Loss) of
Associates : (423) (2)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (16,485) (66,664)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0086) (0.0537)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (16,485) (66,664)
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
Revenue from the continued operation of the following activities
have been included as turnover:
Healthcare and Information
household products Technology business
Six months ended Six months ended
30 June 30 June
2003 2002 2003 2002*
$'000 $'000 $'000 $'000
Turnover 45,650 28,848 1,502 7,086
Other revenue from
external customers 164 568 - -
------ ------- ------ ------
Total 45,814 29,416 1,502 7,086
======= ======= ======= =======
Segment results 1,464 (2,621) (7,450) (41,247)
======= ======= ======= =======
Unallocated operating
income and expenses
Loss from operations
Finance costs
Share of profits less losses
of associates - - - (2)
Logistics
Business Consolidated
Six months ended Six months ended
30 June 30 June
2003 2002 2003 2002
$'000 $'000 $'000 $'000
Turnover - - 47,152 35,934
Other revenue from
external customers - - 164 568
--------------- --------------
Total - - 47,316 36,502
======= ======= ======= =======
Segment results (1,892) - (7,878) (43,868)
======= =======
Unallocated operating
income and expenses (8,587) (9,816)
---------------
Loss from operations
(16,465)(53,684)
Finance costs (1,328) (13,545)
Share of profits less losses
of associates (423) - (423) (2)
------- ---------
Loss from ordinary
activities before taxation (18,216)(67,231)
======== =======
* Starting from 1 January 2003, the Internet-related services
business segment was combined with enterprise applications
software business segment to form Information Technology
business segment. Comparative figures have been reclassified to
conform with current period's presentation.
2. EXTRACT OF INDEPENDENT REVIEW REPORT
Fundamental uncertainty
In arriving at our review conclusion, we have considered the
adequacy of disclosures made in the interim financial report
concerning the ability of the Group to continue as a going
concern as it is relying on the continuing financial support
from financial institutions and the ultimate holding company.
The failure of the Group to continue as a going concern
would result in certain assets realizing significantly less than
the amounts stated in the balance sheet and non-current assets
being reclassified as current, and might lead to additional
liabilities being incurred by the Group. Details of the
circumstances relating to this fundamental uncertainty are
described in note 2 on the interim financial report.
3. PROFIT / (LOSS) FROM OPERATIONS
Loss from ordinary activities before taxation is arrived at
after charging/(crediting):
Six months ended 30 June
2003 2002
$'000 $'000
(a)Finance costs:
Interest on borrowings 1,328 2,486
Additional finance charges in connection with the
redemption of convertible notes - 11,059
------ -------
1,328 13,545
======== =======
Six months ended 30 June
2003 2002
$'000 $'000
(b)Other items:
Depreciation 4,522 6,620
Amortization of positive goodwill 2,475 667
Net loss on disposal of fixed assets 13 1,949
Profit on disposal of subsidiaries - (1,966)
======== =======
4 LOSS PER SHARE
(a) Basic loss per share
The calculation of basic loss per share is based on the loss
attributable to shareholders of $16,485,000 (2002: $66,664,000)
and the weighted average number of ordinary shares of
1,918,679,165 (2002: 1,241,694,692) in issue during the period.
(b) Diluted loss per share
No diluted loss per share is presented as the inclusion of the
effects of all potential dilutive ordinary shares would have an
anti-dilutive effect on the basic loss per share for both the
current and prior periods.
5 WARRANTS
Each warrant, entitles the holder to subscribe for one ordinary
share of $0.05 each of the Company at any time during the three
years after the issue of the warrants. During the period, no
warrants were exercised. At 30 June 2003, the subscription price
of the warrants was $1.5682 and the number of outstanding
warrants was 12,931,605 after the adjustment for the effect of
the issue of 170,000,000 shares in the capital of the Company as
the consideration for the acquisition of the 51% interests in a
Chinese computer software business on 17 January 2003.
ONWARD TOURS: Winding Up Sought by China National
-------------------------------------------------
China National Aviation Corporation (Hong Kong) Limited is
seeking the winding up of Onward Tours Limited. The petition was
filed on August 18, 2003, and will be heard before the High
Court of Hong Kong on October 22, 2003 at 9:30 in the morning.
China National holds its registered office at China National
Aviation Corporation (Hong Kong) Limited whose registered office
is situated at 5th Floor, CNAC House, 12, Tung Fai Road, Hong
Kong International Airport, Lantau, Hong Kong.
SEA FAT: Hearing of Winding Up Petition Set
-------------------------------------------
The petition to wind up Sea Fat Trading Limited is set for
hearing before the High Court of Hong Kong on November 12, 2003
at 10:00 in the morning.
The petition was filed with the court on September 19, 2003 by
Bank of China (Hong Kong) Limited whose registered office is
situated at 14th Floor, Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong.
SMART CHANCE: Winding Up Petition Pending
-----------------------------------------
Smart Chance Investment Limited is facing a winding up petition,
which is slated to be heard before the High Court of Hong Kong
on October 29, 2003 at 10:00 in the morning.
The petition was filed on September 5, 2003 by Kut Wong Wai of
Room 1406, 14/F., Yiu Tung House, Tung Tau Estate, Wong Tai Sin,
Kowloon, Hong Kong.
TRINITY (H.K.): Winding Up Hearing Scheduled in November
--------------------------------------------------------
The High Court of Hong Kong will hear on November 5, 2003 at
10:00 in the morning the petition seeking the winding up of
Trinity (H.K.) Industrial Limited.
Chung Shuk Cheung of Room 502, Fu Yuen House, Chuk Yuen South
Estate, Wong Tai Sin, Kowloon, Hong Kong filed the petition on
September 10, 2003. Tam Lee Po Lin, Nina represents the
petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
=================
I N D O N E S I A
=================
* PPAP4 Batch 1 Issues 953 NIPS for 607 Participants
----------------------------------------------------
The Property Asset Sales Program 4 (PPAP4) Batch 1 up to the
registration closing time at 22:00 on 6 October 2003 issued 953
Participant Index Numbers (NIP) for 607 participants.
In just one week following the launch of PPAP4 on Monday 29
September 2003, the Head Office of IBRA in Jakarta issued 664
NIPS as the highest number of NIPs, followed by IBRA Center
Surabaya (127), Semarang (100), Bandung (34), Makassar (17),
Medan (8) and Lampung (3).
Subsequent to registration process is bidding activity on 8
October 2003. All the incoming bids will be evaluated to
determine the winners of which will be announced today, 13
October 2003.
PPAP4 offers 1588 property assets under individual category and
51 property assets under bulk category. Although most asset
locations are under the Jakarta Head Office handling, all
participants can also register and place offering bids from any
of 6 other IBRA Centers located at big cities outside Jakarta.
Buyers are required to submit bids, at minimum, of above the
floor price set by IBRA. Any bid price lower than the floor
price will not be processed and the security deposit will be
under ownership of IBRA. The Floor Price policy is set by IBRA
to ensure that the assets on offer can achieve optimal
recovery/sales revenues.
* S&P Revises Banks Currency Outlooks; Affirms 'B/B' Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services on Wednesday revised its
outlooks on the local currency ratings on Indonesia-based P.T.
Bank Mandiri (Persero) (Mandiri), Bank Negara Indonesia
(Persero) Tbk. (P.T.) (Bank BNI), and Bank Danamon Indonesia
Tbk. (P.T.) (Danamon) to positive from stable. At the same time,
Standard & Poor's affirmed its 'B' long- and short-term ratings
on the banks. The outlooks on the foreign currency ratings are
stable.
The outlook revisions follow Standard & Poor's one-notch upgrade
of the Republic of Indonesia (foreign currency B/Stable/B, local
currency B+/Stable/B; see the related media release entitled
"Ratings on Indonesia Raised With Better Fiscal Performance and
Greater Political Stability", published on Oct. 7, 2003, on
RatingsDirect, Standard & Poor's Web-based credit analysis
system).
"The rating actions also recognize the continuing improvement in
Indonesia's economy, which has increasingly enhanced the
operating environment for Indonesia's banks," said Standard &
Poor's credit analyst Nancy Koh. "This improvement should prove
particularly advantageous for the country's leading banks, which
include Mandiri, Bank BNI, and Danamon," added Ms. Koh.
The positive outlooks on the local currency ratings on Mandiri
and Bank BNI take into consideration the two banks' balance
sheet and asset quality, which are closely related to the
Indonesian government's credit risk, given that the local
currency government recapitalization bonds account for more than
one-half of the banks' assets. While the majority ownership of
Mandiri and Bank BNI by the government is a pertinent rating
factor, Standard & Poor's expects the banks' stand-alone
financial strength to become increasingly relevant to the banks'
credit profiles over time.
The positive outlook on the local currency ratings on Danamon
takes into account that, while Danamon has a smaller banking
franchise than the two state-owned banks, its ratio of
nonperforming assets is one of the lowest among domestic peers,
and it has rebuilt its loan book sufficiently to reduce its
dependency on interest income earned on government
recapitalization bonds. Currently, less than one-third of the
bank's interest income comes from government recapitalization
bonds, compared with more than one-half in 2002.
Standard & Poor's considers that improvements in Indonesian
banks' stand-alone financial profiles are more likely to be the
drivers for future upgrades.
=========
J A P A N
=========
MORIMOTO CORPORATION: Court OKs Rehabilitation Plan
---------------------------------------------------
The Osaka District Court on Thursday approved court-mandated
rehabilitation procedures for midsize construction firm Morimoto
Corp., Japan Times reported on Friday. The Company will present
a rehabilitation plan by January 21 to the court while seeking a
sponsor firm in consultation with its main creditor bank,
Sumitomo Mitsui Banking Corporation.
Morimoto filed for court protection from creditors on October
and took the legal step with the Osaka District Court under the
fast-track Civil Rehabilitation Law, with 215.3 billion yen in
liabilities. Established in 1890, Morimoto is listed on the
first section of the Osaka Securities Exchange and has about
1,000 employees.
RESONA HOLDINGS: Appoints Hirohide Takahashi as Unit Head
----------------------------------------------------------
Resona Capital Co. (RCC), a unit of Resona Bank, has appointed
Hirohide Takahashi to head RCC as its Executive Head. Takahashi,
formerly the deputy general manager of Resona Bank's corporate
banking division, was one of the 32 Resona bankers who applied
to become the President of Resona Capital through an internal
recruiting program.
As a way to boost employee morale and expedite the decision-
making process, Hosoya had devised a policy to promote younger
executives to the management of subsidiaries.
RESONA HOLDINGS: Central Leasing Buys 70% Stake in Unit
-------------------------------------------------------
Central Leasing Co., a leasing arm under UFJ Holdings Inc., will
buy more than 70 percent stake in Asahigin Leasing Co. from the
Resona Holdings Inc. group, according to Tribune Business News.
The deal will be finalized by the end of the year, with the
transfer of shares completed at the end of next February.
Resona, a troubled banking group bailed out by the government
with a 1.96 trillion yen injection of public funds in August,
said the move is in line with efforts to streamline the group's
operations. After the deal, the Resona group's stake in Asahigin
Leasing is expected to be below 15 percent.
RESONA HOLDINGS: Expects Y1.5Tr Net Loss in First Half
------------------------------------------------------
Resona Holdings Inc. sees a group net loss of 1.5 trillion yen
for the fiscal first half to September 30, due to a stricter
valuation of deferred tax assets, reports the Tribune Business
News. The banking group is considering drastically reducing
deferred tax assets or future tax refunds that can be counted as
part of capital.
Resona is mulling plans to shorten the period to one year from
the current three years. The reduction would be counted as
losses, pulling Resona Holdings' capital adequacy ratio down to
around 6 percent against the earlier projected 12 percent level.
=========
K O R E A
=========
HANARO TELECOM: ISS Votes For EGM Proposals
-------------------------------------------
Hanaro Telecom Inc. announced Wednesday that Institutional
Shareholder Services (ISS), has recommended that its clients
vote FOR all proposals on the October 21, 2003 Extraordinary
General Meeting (EGM) agenda, including the issuance of shares
to the Newbridge-AIG consortium. ISS is the world's leading
independent provider of proxy voting advice and corporate
governance services for institutional investors, mutual funds
and other fiduciaries.
In making its recommendation, ISS stated, "Hanaro's need for
additional funding is clear. Because the tie-up with the
Newbridge-AIG consortium appears to offer the greatest
likelihood for a prompt and comprehensive solution to Hanaro's
financing crisis, and because it is supported by both the
Company's labor union and a large majority of the directors, we
recommend that shareholders support this resolution."
The CEO of Hanaro, Dr. Chang Bun Yoon, noted, "We are pleased
that ISS--a truly independent expert--recognized the strategic
and economic logic of the proposed foreign capital infusion. We
are also gratified that ISS has recognized the steps that our
Company has taken to make Hanaro's corporate governance more
transparent and focus on maximizing shareholder value. The ISS
recommendation is an important milestone. Since the EGM
proposals require the approval of 2/3rd's of the shares voting
and present, every vote is important. We urge Hanaro
shareholders to make sure their votes are represented at the
meeting on October 21st."
Hanaro Telecom, Inc., is the second largest broadband Internet
access provider and local telephony provider in Korea. As of
June 30, 2003, Hanaro served nearly 3 million Internet access
customers and more than 1 million local telephony subscribers
through its state of the art network. The Company forms a vital
part of the Korean telecommunications and information industry
and infrastructure.
For additional information, please visit Hanaro Telecom's
Investor Relations website: http://ir.hanaro.com/eng
CORPORATE HEADQUARTERS
10/F Ilsan Information Center, 726 Janghang-2dong, Ilsan-ku,
Koyang-shi, Kyunggi-do, Korea, 411-837
CONTACT:
Hanaro Telecom
Kyujune Hwang, +822-6266-2380
or
Innisfree M&A Incorporated
Alan Miller, 212-750-5833
INI STEEL: Issues US$100M Worth of GDRs
---------------------------------------
Electric furnace steel producer INI Steel has signed a contract
with joint bookrunners JP Morgan and ING Baring Bank to sell
US$100 million in global depositary receipts (GDRs) at a slight
discount to the firm's closing price on Thursday, according to
Reuters. The GDRs are priced at 7251 won (US$6.31), a discount
of 4.6 percent to the stock's close in Seoul for the day, the
bank said. The sale of 16.9 million GDRs represents about 14.5
percent of the Company's stock.
The selling shareholders are Company creditors including state-
run Korea Development Bank (KDB), which is selling a 6.1 percent
stake, as well as Chohung Bank, KDB Capital, Hana Bank and
Kookmin Bank. KDB converted INI's debt for equity three years
ago to keep the ailing steel maker afloat, and is looking to
recoup its investment now that the Company has turned around.
KOOKMIN BANK: Offers Debt Workout For Defaulters
------------------------------------------------
Kookmin Bank has launched a massive debt-rescheduling program
for 250,000 credit defaulters, Asia Pulse reported on Thursday.
Subject to the program will be customers who have defaulted on
consumer loans and credit card payments.
Under the debt-rescheduling scheme, defaulters will be allowed
to repay their debts over a period of up to seven years
depending on their income and debt repayment ability. Annual
interest of between 6-7.5 per cent will be applied to the debts
owed by the delinquent customers.
Kookmin's debt rescheduling program is scheduled until the end
of this year.
KOREA THRUNET: Submits Reorganization Plan on October 25
--------------------------------------------------------
In a filing to the U.S. Securities Exchange Commission, Korea
Thrunet Co., Ltd. is currently preparing a draft plan of
reorganization, which will be submitted to the Seoul District
Court by October 25, 2003. Once the draft plan is filed, the
court will convene the second and third meetings of interested
parties for the deliberation and acceptance of the draft plan of
reorganization. Once such plan is accepted by a resolution of
the interested parties, the court will promptly decide whether
or not to confirm such accepted plan. Once the court confirms
the accepted plan, the receiver will be responsible for the
implementation of the confirmed plan.
The Company had staged a public auction on August 25, 2003 to
find a new major shareholder. Hanaro Telecom and Dacom had
participated in the bid. However, the bidding failed due to,
among other things, their low proposed acquisition fund amounts,
uncertainty of their acquisition fund raising plans and the
deficient acquisition abilities of the participants. The Company
plans to continue its efforts to find a new major shareholder
following the confirmation of the Company's reorganization plan
by the court.
SK GROUP: Intends to Sell Three Financial Units
-----------------------------------------------
SK Group plans to sell three financial units namely SK
Securities, SK Investment Trust Management Co. and SK Life
Insurance. The group is also expected to sell SK Shipping, SK
Engineering and Sheraton Walker Hill Hotel to unnamed buyers in
an effort to reorganize the group, the Maeil Business Newspaper
said on Thursday.
The group will focus on two divisions-energy & chemical,
information telecommunications, said Hana Bank, main creditor
bank of the group. Domestic creditors will soon sign a MOU with
the group over the restructuring plans.
===============
M A L A Y S I A
===============
ASIA PACIFIC: Nov 4 Disposal Completion Likely
----------------------------------------------
Asia Pacific Land Berhad refers to the Announcement to the Kuala
Lumpur Stock Exchange on 26th August 2003 in relation to the
execution of the Put and Call Option Agreement (the PCO) dated
12th August 2003 between United Well Investment Limited (UWI), a
wholly-owned subsidiary of the Company and RHS Hotel Investments
Pty Ltd (RHI) for the disposal by UWI of its hotel property
known as The Rushcutters Harbourside Hotel Sydney as a going
concern (The RHHS) to RHI for a total cash consideration of
AUD42.75 million. Under the terms of the PCO, RHI or UWI may
exercise either a call option or a put option respectively,
requiring the other party to execute a Contract For Sale of
Business (the Contract) in relation to the disposal of The RHHS.
The Directors of AP Land would like to announce that on 3rd
October 2003, RHI exercised the call option and delivered to UWI
an executed Contract, which UWI countersigned on 3rd October
2003. UWI and RHI exchanged the Contract on 8th October 2003.
The disposal of The RHHS is expected to be completed on or
before 4th November 2003. Upon the completion of the Contract,
RHI shall acquire from UWI The RHHS and its business assets in
its present condition, free from encumbrance.
ASIA PACIFIC: Unit TLI Receives Dissolution Certificate
-------------------------------------------------------
Asia Pacific Land Berhad refers to the announcement to the Kuala
Lumpur Stock Exchange on 30 June 2003 in connection with the
members' voluntary liquidation of Top Loyal Investment Ltd
(TLI), a wholly-owned subsidiary of the Company.
The Board of Directors of AP Land would like to advise that
Horwath Management Services Limited, the Company Secretary of
TLI on Thursday notified the Company that they have just
received the Certificate of Dissolution of TLI dated 29
September 2003.
Thus, TLI ceased to be a wholly-owned subsidiary of AP Land with
effect from 29 September 2003.
UTOINDUSTRIES VENTURES: Replies KLSE's Media Reports Query
----------------------------------------------------------
Autoindustries Ventures Berhad, in reply to Query Letter by
Kuala Lumpur Stock Exchange reference ID : NM-031008-41384 on
the following:
(i) article in Sin Chew Daily entitled, "Shares of Autoven
limit-up"
(ii) article in Nanyang Siang Pau entitled, "Shares of
Autoven Surged")
(iii) article in The Star entitled, "Autoindustries Ventures
soar on takeover speculation".
Sin Chew Daily
The Company has not had any discussion with Korea Samsung for
any joint venture.
Nanyang Siang Pau
The Company wishes to inform that one of the major shareholders
of the Company had a discussion with representatives of Jawala
Corporation on possible areas of cooperation. However, the
discussion has yet to be formally presented and made known to
the Board of Directors of the Company.
The Star
The Company has not received any representation for a takeover
bid from any party.
The Company intends to strengthen its existing core business and
diversify, inter alia, into high margin or specialized
industries including but not limited to high-tech businesses.
KLSE's Query Letter content:
We refer to the above news articles appearing in Sin Chew Daily,
Sin Chew Business Section, page 3, Nanyang Siang Pau, Nanyang
Business Section, page C3 and The Star, Star Biz, Page 3, all on
Wednesday, 8 October 2003, a copy each of which is enclosed for
your reference.
In particular, we would like to draw your attention to the
underlined sentences, which state as follows:
Sin Chew Daily:
"...Autoindustries Ventures Berhad is in negotiations for a
joint venture with Korea's Samsung."
Nanyang Siang Pau:
"...Autoindustries Ventures Berhad may become the listing
vehicle for the second oil and gas consortium."
The Star:
"...Autoindustries Ventures Bhd..could be a takeover target of
Jawala Corp Sdn Bhd,.."
"...the company was venturing into the hi-tech business to
diversify its earnings base..."
"...Autoven was in talks with a South Korean multinational
company to set up a hi-tech operation in Malaysia..."
In accordance with the Exchange's Corporate Disclosure Policy,
you are requested to furnish the Exchange with an announcement
for public release confirming or denying the above reported
articles and in particular the underlined sentences after due
and diligent enquiry with all the directors, major shareholders
and all such other persons reasonably familiar with the matters
about which the disclosure is to be made in this respect. In the
event you deny the above sentences or any other part of the
above articles, you are required to set forth facts sufficient
to clarify any misleading aspects of the same. In the event you
confirm the above sentences or any other part of the above
articles, you are required to set forth facts sufficient to
support the same.
Please furnish the Exchange with your reply within one (1)
market day from the date hereof.
Yours faithfully,
TAN YEW ENG
Sector Head, Issues & Listing
TYE/NMA Copy to: Securities Commission (via fax)
AVENUE ASSETS: Schedules EGM on Nov 3
-------------------------------------
The Board of Directors of Avenue Assets Berhad wishes to
announce that the Extraordinary General Meeting (EGM) of the
Company will be held at the Conference Room, THB Satu (West
Wing), Level 2, No. 8, Jalan Damansara Endah, Damansara Heights,
50490 Kuala Lumpur on Monday, 3rd November 2003 at 10:30 a.m.
for the purpose of considering and if thought fit, to pass the
special resolution on the proposed change of name from Avenue
Assets Berhad to Avenue Capital Resources Berhad.
The full text of the Notice of EGM can be viewed at
http://bankrupt.com/misc/TCRAP_Avenue1013.doc.
FW INDUSTRIES: Faces De-listing Procedures From KLSE
----------------------------------------------------
The Board of FW Industries Berhad wishes to announce that
following the letter dated 19 September 2003 from the Kuala
Lumpur Stock Exchange (KLSE) and the announcement made on 1
October 2003, FWI failed to comply with the extension of time of
14 days commencing from 19 September 2003 (Extended Time Frame)
for the submission of regularization plans to the relevant
authorities for approval.
Accordingly, the Board of FWI wishes to announce that a written
representation will be made to the KLSE within 7 days from the
expiry date of the Extended Time.
IDRIS HYDRAULIC: Issues Entitlements Book Closure Notice
--------------------------------------------------------
Idris Hydraulic (Malaysia) Berhad posted this notice:
EX-date : 22/10/2003
Entitlement date : 27/10/2003
Entitlement time : 05:00:00 PM
Entitlement subject :Rights Issue
Entitlement description:
RENOUNCEABLE RIGHTS ISSUE OF UP TO 42,027,729 NEW ORDINARY
SHARES OF RM1.00 EACH IN IDAMAN UNGGUL BERHAD (IUB) AT AN ISSUE
PRICE OF RM1.00 PER ORDINARY SHARE TO THE FORMER SHAREHOLDERS OF
IDRIS HYDRAULIC (MALAYSIA) BHD (IHMB) WHOSE NAMES APPEAR ON THE
RECORD OF DEPOSITORS OF IHMB AS AT 27 OCTOBER 2003 ON THE BASIS
OF THREE (3) NEW RIGHTS SHARES FOR EVERY ONE (1) EXISTING IUB
SHARE (OTHER THAN THE SUBSCRIPTION SHARES AND YIELD SHARES) HELD
IN IUB
Period of interest payment : to
For year ending/Period ending/ended :
Share transfer book & register of members will be closed from
(both dates inclusive) for the purpose of determining the
entitlements : to
Registrar's name, address, telephone no:
SIGNET & SHARE REGISTRATION SERVICES SDN. BHD.
10th & 11th Floor, Tower Block
Kompleks Antarabangsa
Jalan Sultan Ismail
50250 Kuala Lumpur
Payment date :
a) Securities transferred into the Depositor's Securities
Account before 4:00 pm in respect of transfers : 27/10/2003
b) Securities deposited into the Depositor's Securities Account
before 12:30 pm in respect of securities exempted from mandatory
deposit.
c) Securities bought on KLSE on a cum entitlement basis
according to the Rules of the KLSE.
Entitlement indicator : Ratio
Ratio : 3 : 1
IDRIS HYDRAULIC: Clarifies Foreign Party Acquisition Rumor
----------------------------------------------------------
Idris Hydraulic (Malaysia) Berhad, in reply to KLSE's Query
reference ID:TF-031009-37112 on the article entitled,
"Idaman In Talks With Foreign Party", clarified that the
Management of Tahan Insurance Malaysia Berhad (Tahan), a wholly
owned subsidiary of the Company, with the knowledge of Bank
Negara Malaysia has been in talks with a foreign insurance group
for the latter to acquire a substantial stake in the life
business of Tahan.
However, the talks were only a preliminary discussions to
explore the said possibility but no deal has yet to be
concluded. We will make a formal announcement should there be
any positive progress on the matter.
KLSE's Query Letter content:
We refer to the above article appearing on page 4, StarBiz
Section, The Star, on Thursday, 9 October 2003, a copy of which
is enclosed for your reference. In particular, we would like to
draw your attention to the underlined sentences, which stated
the following:
"IDAMAN Unggul Bhd, which will take over the listing status of
debt-ridden Idris Hydraulic Bhd before the year-end, is in talks
with a foreign insurance group that is seeking to acquire a
sizeable stake in the life insurance business of Tahan Insurance
Malaysia Bhd, a wholly-owned subsidiary of Idris."
"The foreign party has expressed interest to acquire about 70%
stake in the life business of Tahan Insurance, which is the
merged entity of Talasco Insurance Bhd, People's Insurance (M)
Bhd and Tenaga Insurance Malaysia Bhd."
In accordance with the Exchange's Corporate Disclosure Policy,
you are requested to furnish the Exchange with an announcement
for public release confirming or denying the above reported
sentence after due and diligent enquiry with all the directors,
substantial shareholders and all such other persons reasonably
familiar with the matters about which the disclosure is to be
made in this respect. In the event you deny the above reported
sentence, you are required to set forth facts sufficient to
clarify any misleading aspects of the same. In the event you
confirm the above reported sentence, you are required to set
forth facts sufficient to support the same.
Please furnish the Exchange with your reply within one (1)
market day from the date hereof.
Yours faithfully,
Chong Fui Tzy
Sector Head, Issues & Listing
CFT/HTH/TFTZA
c.c. Securities Commission
IDRIS HYDRAULIC: Trading Suspension Aids Capital Reconstruction
---------------------------------------------------------------
Idris Hydraulic (Malaysia) Berhad is implementing the following:
1. Reduction in the capital of IDRIS by the cancellation of
RM0.475 from every existing ordinary share of RM0.50 each in
IDRIS (Capital Reduction);
2. Consolidation of IDRIS's shares on the basis of one (1)
consolidated share of RM0.50 each for every twenty (20)
resultant ordinary shares of RM0.025 each after the Capital
Reduction (Share Consolidation); and
3. Share exchange on the basis of one (1) Idaman Unggul
Berhad's share of RM1.00 each for every two (2) consolidated
shares of RM0.50 each after the Share Consolidation (Share
Exchange).
(collectively referred to as "Capital Reconstruction")
In order to facilitate the Capital Reconstruction, the trading
of IDRIS shares will be suspended with effect from 9:00 a.m., on
Monday, 20 October 2003 and the suspension will continue until
the completion of IDRIS's restructuring exercises.
KAI PENG: KPE Disposal Completed
--------------------------------
Kai Peng Berhad refers to an advertisement in the Malay Mail
dated 09 October 2003 with regard to a Winding-up Petition by
Suile Equipment Sdn Bhd served on Kai Peng Engineering Sdn Bhd
(KPE). Reference is also made to the announcement dated 20 March
2003 and 22 March 2003, and informed that the said disposal of
KPE has been completed to-date.
Therefore, KPE is no longer a subsidiary of Kai Peng Berhad. As
such, the Winding-up Petition will have no financial and
operational effect on the Kai Peng Group.
MECHMAR CORPORATION: Disposal Proceeds Use for Loan Repayment
-------------------------------------------------------------
Mechmar Corporation (Malaysia) Berhad announced the Disposal of
its overseas subsidiaries namely Landed Property by Robey of
Lincoln Ltd; and Plant, Equipment and Fittings by BIB Cochran
Ltd.
Details of Disposal
Robey of Lincoln Ltd (RLL) and BIB Cochran Ltd (BIB) are two of
the Company's overseas subsidiaries incorporated in United
Kingdom having their registered office at Bay 22, Lincoln Works,
Beevor Street, Lincoln LN6 7AD.
RLL is the registered owner of a freehold property known as Bay
22, Beevor Street, Lincoln and held under title no. LL61818
(hereinafter referred to as "the Property". The Property
comprises a warehouse workshop and offices.
RLL and BIB had entered into a Sale & Purchase Agreement with
Hoval Ltd of Northgate, Newark, Nottinghamshire NG24 1JN, UK
(the Purchaser) on 1 October 2003 whereby RLL agreed to dispose
the Property for a total cash consideration of œ415,000
(RM2,625,746.50) and BIB agreed to dispose off its plant,
equipment and fittings in the Property (the Factory Equipment)
for a total cash consideration of œ305,000 (RM1,929,765.50).
The net book value of the Property and the Factory Equipment as
at 31 December 2002 amounted to œ343,066 (RM2,092,565) and
œ114,223 (RM696,715) respectively. Mortgage created on the
Property amounted to œ264,000 (RM1,610,294.40) as at 1 October
2003. The Mortgage has already been redeemed from the sale
proceeds upon completion of sale.
The whole transaction has been completed upon signing of the
Sale and Purchase Agreement on 1 October 2003.
The consideration was arrived on a willing buyer willing seller
basis.
Details of Purchaser
To the best of the Company's knowledge, the Purchaser, Hoval Ltd
has no connection with any of the directors of RLL, BIB or the
Company and it does not own any shares in RLL, BIB and the
Company.
Mode of Payment
Payment has been made in full upon signing of the Sale and
Purchase Agreement on 1 October 2003.
Rationale
The Property and the Factory Equipment become surplus to the UK
operations following the cessation of manufacturing at the said
location and staff redundancy exercise at Lincoln on 2 May 2003.
Financial Effect of the Disposal
The disposal of the Property and the Factory Equipment gave rise
to a profit of RM1,766,232. The sale proceeds will be utilized
for the repayment of BIB Group Plc's group loans. The disposal
increased the Group's net tangible assets and earnings per share
by RM0.01.
Approvals Required
No approvals were required for the disposal but an information
circular to the Company's shareholders is required under the
KLSE Listing Requirement.
Directors' and Substantial Shareholders' Interest
None of the directors and/or substantial shareholders and/or
persons connected to directors and/or substantial shareholders
of the Company have any interest, either direct or indirect in
the disposal of the Property and the Factory Equipment.
Directors' Recommendation
The Board of Directors is of the opinion that the said disposal
is in the best interest of the Company.
MENTIGA CORPORATION: Spends RM16.893M for FI Creditors Repayment
----------------------------------------------------------------
Mentiga Corporation Berhad refers to the announcement dated 15
September 2003 in relation to the Proposals, comprising:
(i) proposed debt settlement via the issuance of 12,500,000
new Mentiga Shares at an issue price of RM1.00 per share to ASPA
as settlement of an amount owing amounting to RM12,500,000 by
Mentiga to ASPA;
(ii) proposed restricted issue of 20,000,000 RCPS at an issue
price of RM1.00 per RCPS to ASPA;
(iii) proposed partial waiver of the outstanding amounts due
to the financial institution creditors of the Mentiga Group
participating in the Proposed Debt Waiver (Participating FI
Creditors);
(iv) proposed increase in the authorized share capital of
Mentiga; and
(v) proposed amendments to the Memorandum and Articles of
Association of Mentiga.
On behalf of Mentiga, Commerce International Merchant Bankers
Berhad wishes to announce that RM16.893 million of the total
advance from ASPA amounting to RM20.0 million has been utilized
to repay the financial institution creditors of the Mentiga
Group (FI Creditors) participating in the Proposed Debt Waiver,
as full and final settlement of the relevant amounts owing to
the FI Creditors. The advance from ASPA of RM20.0 million will
be settled through the Proposed Restricted Issue. In view of the
aforesaid, the Proposed Debt Waiver has crystallized and is
completed.
MYCOM BERHAD: SC Approves Proposed Disposal
-------------------------------------------
Further to the announcement made on 22 August 2003, the Board of
Mycom Berhad is pleased to announce that the Securities
Commission (SC) had via their letter dated 2 October 2003, and
received on 8 October 2003, approved the proposed disposal of
3,500,000 ordinary shares of RM1.00 each in Sentul Murni Sdn Bhd
(SMSB) representing the entire issued and paid-up share capital
in SMSB for a total sale consideration of RM3.5 million to be
satisfied in cash (Proposed Disposal)
The SC's approval is subject to the Company making appropriate
disclosures in its quarterly report and annual report on the
status of the utilization of proceeds from the Proposed Disposal
until it has been fully utilized.
NCK CORPORATION: Liquidators Appointed to Subsidiary NKSB
---------------------------------------------------------
NCK Corporation Bhd (Special Administrators Appointed) wishes to
make the following announcement in relation to the appointment
of Liquidators to Nusantara Kukuh Sdn Bhd (NKSB), a subsidiary
company of NCK Development Sdn Bhd which in turn is a wholly-
owned subsidiary company of NCK, as required under Chapter 9 of
the KLSE Listing Requirements.
a) The date of appointment
On 1 October 2003, the Meeting of Creditors of NKSB was
adjourned as there were no quorum presence at the meeting.
Subsequently, at the adjourned Meeting of Creditors held on 8
October 2003 at 2nd Floor, Units No 6, 8, 10, 12, Jalan 2/109E,
Jalan Desa, Taman Desa, Off Jalan Klang Lama, 58100 Kuala
Lumpur, Mr Lim Tian Huat and Mr Adam Primus Varghese bin
Abdullah of Messrs Ernst & Young, 4th Floor, Kompleks
Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur were
appointed as Liquidators of NKSB.
b) The details of the listed issuer, any of its subsidiaries or
major associated companies which are under the receiver, manager
or receiver and manager or other person of similar capacity
NKSB was incorporated in Malaysia on 13 April 1992. The present
authorized share capital of NKSB is RM7,000,000 comprising
7,000,000 ordinary shares of RM1.00 each of which 2,000,000
ordinary shares of RM1.00 each have been issued and fully paid-
up. NKSB is a dormant company.
c) The net book value of the affected assets
NKSB has net liabilities of RM16,980,910 as at 29 August 2003
d) The details of the events leading to the appointment of the
receiver, manager or receiver and manager or other person of
similar capacity
NKSB cannot by reason of its liabilities continue its business
and is to be wound up voluntarily by way of Creditors' Voluntary
Liquidation pursuant to Section 254(1)(b) of the Companies Act,
1965.
e) The financial and operational impact of the aforesaid
appointment on the group, if any
NKSB has accumulated losses of RM18,980,910 as at 29 August
2003. The appointment of Liquidators will not have any
operational impact on the Group as NKSB is a dormant company.
f) The expected losses, if any, arising from the aforesaid
appointment
No further losses is expected to arise from the appointment as
NKSB is a dormant company.
g) The steps taken or proposed to be taken by the listed issuer
in respect of the aforesaid appointment
No steps are expected to be taken by NCK in respect of the
appointment of Liquidators.
PILECON ENGINEERING: Unit Faces Winding Up Petition From TESB
-------------------------------------------------------------
Pilecon Engineering Berhad wishes to announce that a winding-up
petition had been presented at the Shah Alam High Court on 19
June 2003 against Corroless (Malaysia) Sdn Bhd (Corroless), a
subsidiary of the Company and served onto Corroless on 28 August
2003, for a claim of RM13,625.00.
1. The Details of default or circumstances leading to the filing
of the winding-up petition against Corroless:
The petition was filed by Timuran Engineering Sdn Bhd (TESB)
against Corroless. TESB was appointed the sub-contractor to
supply and install steel pipe piles to the restoration works for
Access Bridge 3 at Butterworth Deep Water Wharves. TESB alleged
that a sum of RM13,625.00 is due and owing by Corroless.
2. The total cost of investment in Corroless: RM2,565,630.50
3. The financial and operational impact on the Group:
In the event the winding-up petition succeeds, there would be an
estimated exceptional loss of RM12.2 million and the concrete
repair and corrosion control activities would be carried out by
another subsidiary of the Company as the Company is equipped
with the necessary expertise and technical capability in the
sector.
4. The expected losses: Corroless is expected to incur legal
fees of approximately RM2,000.00.
5. The amount of interest claimed: Nil
6. The date of hearing of the winding-up petition: 9 January
2004
7. The steps taken and proposed to be taken by Corroless in
respect of the winding-up proceedings:
Corroless is in the process of negotiations with the petitioner
to resolve the matter in the best manner possible so that the
petitioner can proceed to withdraw the winding-up petition.
PLANTATION & DEVT.: Issues Proposed Restructuring Scheme Update
---------------------------------------------------------------
AmMerchant Bank Berhad, on behalf of Plantation & Development
(Malaysia) Berhad, wishes to announce that the Kuala Lumpur
Stock Exchange (KLSE) has approved-in-principle the following:
(a) admission to the Official List of the KLSE and the
listing of and quotation for the following securities of
Fountain View Development Berhad (Fountain View):
(i) entire issued and paid-up share capital comprising
261,991,402 ordinary shares of RM1.00 each (Shares); and
(ii) RM169,121,000 nominal value of Fountain View 3.5%
Irredeemable Convertible Unsecured Loan Stocks 2003/2006 (ICULS)
on the Main Board of KLSE in place of P&D which will be
delisted; and
(b) additional listing for the following:
(i) 169,121,000 new Fountain View Shares to be issued upon
conversion of the Fountain View ICULS; and
(ii) up to 92,777,477 new Fountain View Shares to be issued
pursuant to the conversion of up to RM92,777,477 nominal value
of Fountain View 3.5% Redeemable Convertible Secured Loan Stocks
2003/2006.
There are no other material developments in the Proposed
Restructuring Scheme of P&D subsequent to the announcement dated
1 October 2003.
SIN HENG: Proposes Revised Scheme
---------------------------------
Sin Heng Chan (Malaya) Berhad (Special Administrators Appointed)
refers to the approval of the Securities Commission (SC) on the
proposals (Original Scheme) dated 27 December 2002 and a series
of announcement made on behalf of the Special Administrators
(SA) of SHCM from 31 December 2002 to 25 June 2003 in relation
to the Original Scheme.
The SA and the Board of Directors of SHCM to announce that, on 8
October 2003, the SA had executed a supplemental restructuring
agreement (Supplemental Agreement) with Alor Setar Industry
Holdings Sdn Bhd (ASIH) and Dato' Choo Keng Weng (DC) to revise
some of the terms of the Original Scheme (Proposed Revised
Scheme).
PROPOSED REVISED SCHEME
A summary of the Proposed Revised Scheme is shown in Table 1 at
http://bankrupt.com/misc/TCRAP_SHChan1013.doc.
EFFECTS OF THE PROPOSED REVISED SCHEME
Share capital
The effects of the Proposed Revised Scheme on the issued and
paid-up share capital of SHCM are set out in Table 2 at
http://bankrupt.com/misc/TCRAP_SHChan1013.xls.
Net tangible assets (NTA)
The effects of the Proposed Revised Scheme on the consolidated
NTA of SHCM as at 31 December 2002 are set out in Table 3 at
http://bankrupt.com/misc/TCRAP_SHChan1013.xls.
Earnings
The Proposed Revised Scheme is not expected to have any effect
on the earnings of the SHCM Group for the financial year ending
31 December 2003 as the Proposed Revised Scheme is expected to
be completed by 31 January 2004. The successful completion of
the Proposed Revised Scheme is expected to enhance the future
earnings of SHCM Group.
Substantial shareholders' shareholding
The effects of the Proposed Revised Scheme on the substantial
shareholdings of SHCM are set out in Table 4 in the attached
excel file.
APPROVALS REQUIRED
The Proposed Revised Scheme is subject to the approvals and/or
notifications of the following:
(i) SC;
(ii) Foreign Investment Committee;
(iii) Ministry of International Trade and Industry (MITI);
(iv) Pengurusan Danaharta Nasional Berhad;
(v) Kuala Lumpur Stock Exchange; and
(vi) Any other relevant authorities.
The Proposed Employees' Share Option Scheme (ESOS) will also be
subject to the approval of the shareholders of SHCM in an
extraordinary general meeting to be convened.
Pursuant to the Supplemental Agreement, the inter-conditionality
of the Proposed Revised Scheme is as follows:
(i) The Proposed Rights Issue, Proposed New Shares Issue,
Proposed ICULS with Warrants Issue, Proposed Debt Equity
Conversion and Proposed Share Capital Increase are inter-
conditional;
(ii) The Proposed Rights Issue, Proposed New Shares Issue,
Proposed ICULS with Warrants Issue are conditional upon the
Proposed Exemption being obtained;
(iii) The Proposed Disposals and Proposed Transfer are not
conditional upon the Proposed Rights Issue, Proposed New Shares
Issue, Proposed ICULS with Warrants Issue, Proposed Debt Equity
Conversion and Proposed Share Capital Increase and vice versa;
and
(iv) The Proposed ESOS is not inter-conditional with the
Proposed Rights Issue, Proposed New Shares Issue, Proposed ICULS
with Warrants Issue, Proposed Debt Equity Conversion and
Proposed Share Capital Increase.
APPLICATION TO THE AUTHORITIES
The application on the Proposed Revised Scheme will be made to
the relevant authorities within one (1) month from the date of
this announcement.
DOCUMENT FOR INSPECTION
The Supplemental Agreement is available for inspection at the
registered office of SHCM during office hours (9 a.m. to 5 p.m.)
from Mondays to Fridays (except public holidays) at Level 3,
Wisma E & C, 2, Lorong Dungun Kiri, Damansara Heights, 50490
Kuala Lumpur for a period of fourteen (14) days from the date of
this announcement.
SJA BERHAD: Shareholder Appeals Winding Up Court Order
------------------------------------------------------
SJA Berhad had received on Thursday a Notice of Appeal to the
Court of Appeal by one of its major shareholder, HLB Nominees
(Tempatan) Sdn Bhd against the winding-up order granted by the
High Court of Penang on 10th September 2003 for the winding-up
of the Company as petitioned by Bank Utama (Malaysia) Berhad. No
date has been fixed for the hearing.
For details of the Winding Up Petition, refer to the Troubled
Company Reporter - Asia Pacific Friday, September 26, 2003, Vol.
6, No. 191 issue.
TANJONG PUBLIC: Posts Principal Officers' Dealings
--------------------------------------------------
Tanjong Public Limited Company related the following dealings by
Principal Officers of the Company pursuant to Paragraph 14.09
(a) of the KLSE Listing Requirements:
1. Notification on 9 October 2003 by Yin Yee Yuen:
a) (i) That he has disposed in the open market of the KLSE,
4,000 shares of 7.5 pence each in Tanjong representing 0.001% of
the issued share capital of Tanjong as at the date of the
transaction;
(ii) Date of transaction - 8 October 2003;
(iii) Transaction price - RM10.30 per share of 7.5 pence
2. Notification on 9 October 2003 by Selvam N @ Gerard a/l T N
Nathan:
b) (i) That he has disposed in the open market of the KLSE,
25,000 shares of 7.5 pence each in Tanjong representing 0.006%
of the issued share capital of Tanjong as at the date of the
transaction;
(ii) Date of transaction - 8 October 2003;
(iii) Transaction price - RM10.21 per share of 7.5 pence
TONGKAH HOLDINGS: Disposes Quoted Securities
--------------------------------------------
Tongkah Holdings Berhad informed that it had on 9 October 2003
been notified by PB Trustee Services Berhad (the trustee in
respect of the Company's RM186,558,296 Nominal Value of 5 year
1%-2% Redeemable Secured Convertible Bonds A 1999/2004 and
RM275,980,363 Nominal Value of 5 year 1%-2% Redeemable Secured
Convertible Bonds B 1999/2004 (collectively "Bonds")) that they
have on 3 October 2003, disposed of some of the Company's
securities held in public listed companies, which are pledged
with them in relation to the Bonds.
The proceeds of sale are retained in the sinking fund accounts
maintained pursuant to the respective trust deeds relating to
the Bonds. Please refer to the summary attached for information
on the securities disposed at
http://bankrupt.com/misc/TCRAP_Tongkah1013.doc.
WCT ENGINEERING: Obtains FIC's Nod on Proposed Acquisition
----------------------------------------------------------
WCT Engineering Berhad refers to the announcements made on
behalf of the Company by Commerce International Merchant Bankers
Berhad (CIMB) on 2 July 2003 and 13 August 2003 in relation to
the Proposed Acquisition by WCT Land Berhad (formerly known as
WCT t Realty Sdn Bhd) (WCTL), a wholly-owned subsidiary of WCT
from Mtd Realty Sdn Bhd, a wholly-owned subsidiary of MTD
Capital Bhd, of 2,500,000 ordinary shares of rm1.00 each in
Labur Bina Sdn Bhd (LBSB), representing the balance 50% equity
interest in LBSB, not already owned by WCTL, for a total cash
consideration of RM48,900,000 (Proposed Acquisition).
On behalf of WCT, CIMB wishes to announce that the Company has
obtained the approval of the Foreign Investment Committee vide
its letter dated 25 September 2003 (which was received by WCT on
7 October 2003) for the Proposed Acquisition.
=====================
P H I L I P P I N E S
=====================
FRANCISCO MOTOR: Local Car Maker Seeks Receivership
---------------------------------------------------
Car assembler Francisco Motor Corporation (FMC) has sought
receivership after it failed to pay 1.7 billion pesos in
liabilities, Business World reported on Friday. Court-appointed
receiver Carlito de Jesus said FMC's problems could be traced to
its failed partnership with Ford Motor Co. Philippines and Mazda
Motor of Japan. He said FMC had accused the two of conspiring to
take away its pickup and van business.
NATIONAL BANK: Auctions P100M Bad Assets on October 23
------------------------------------------------------
The Philippine National Bank (PNB) will hold a public auction on
Thursday for 100 million pesos worth of its foreclosed assets,
BusinessWorld newspaper reported, citing auction manager CB
Richard Ellis associate director Jojo Salas. The bank will offer
88 properties in metropolitan Manila and southern Luzon area.
The bank aims to raise 2.50 billion pesos from sales of acquired
assets this year.
PNB expects around 100 million pesos this year on the back of
asset sales and increased fee-based gains and deposits. The
bank, which is equally owned by the government and businessman
Lucio Tan, incurred a net loss of 1.90 billion pesos in 2002.
PHILIPPINE LONG: Franchise Tax Reaches Php59.2M
-----------------------------------------------
After failing to settle its tax liabilities to the Cebu city
government, the Philippine Long Distance and Telephone Co.
(PLDT) now owes the city 59.2 million pesos in franchise taxes,
the Freeman reports. City Treasurer Ofelia sent Thursday an
updated statement of franchise tax delinquency to PLDT Cebu-
Mandaue Exchange general manager Ernest Rosell, asking the
Company to settle the amount the soonest to avoid the incurrence
of additional interest.
=================
S I N G A P O R E
=================
ASIA PULP: Creditors Move Closer to $6.6B Debt Deal
---------------------------------------------------
Lawyers for debt-laden Asia Pulp & Paper (APP) and key creditors
have finalized plans to restructure US$6.6 billion of debts owed
by the firm's Indonesian units, according to Reuters. The
agreement, due to be signed in Bali on October 24, has the
support of creditors representing about 37 percent of the debt.
For the plan to be binding, it needs the approval of creditors
with a total of two-thirds of the debt.
IBRA is the largest single lender to APP, one of Asia's biggest
corporate defaulters. Other key creditors include the export
credit agencies of Japan, the United States and some European
countries.
Headquartered in Singapore, APP has some operations in China but
the bulk of its cash comes from the Indonesian units, PT Indah
Kiat Pulp & Paper, PT Tjiwi Kimia, PT Pindo Deli Pulp & Paper
Mills and PT Lontar Papyrus Pulp & Paper.
CAM INTERNATIONAL: Court OKs Capital Reduction Scheme
-----------------------------------------------------
CAM International Holdings Ltd. announced the effective date of
capital reduction, effective date of the debt restructuring plan
and allotment and issuance of 571, 762, 326 ordinary shares of
S$0.03 each in the share capital of the Company (the New Shares)
pursuant to the Scheme of Arrangement (Scheme) approved on 15
January 2003 by the Creditors and Placement of shares to Dato
Yap Teiong Choon and Dato Dr Tan Tiong Hong (Investors).
Further to the announcement made by CAM International Holdings
Ltd on 23 September 2003, the Company announced that it has on 9
October 2003 lodged the Order of Court confirming the Capital
Reduction with the Registrar of Companies and Businesses.
With the Capital Reduction in place, the Share Capital of the
Company is consolidated pursuant to the Capital Consolidation.
The Authorized Share Capital of the Company is now
S$49,999,999.98 comprising 1,666,666,666 ordinary shares of
S$0.03 each and the Issued and Paid-up Share Capital is
S$3,600,000 comprising 120,000,000 shares of S$0.03 each.
The Company also announced that all conditions precedent in
respect of the Capital Restructuring, Debt Settlement and Cash
Injection have been completed on 9 October 2003. It has also
completed the allotment and issuance of all the New Shares
pursuant to the Scheme of Arrangement. The scheduled date for
the listing and quotation of the New Shares is 15 October 2003.
COLOUR TOUCH: Releases Dividend Notice
--------------------------------------
Colour Touch (S) Pte Ltd (In Compulsory Liquidation) issued a
notice of dividend as follows:
Address of Registered Office: 8 Cross Street #11-00 PWC Building
Singapore 048424.
Court: High Court of the Republic of Singapore.
Number of Matter: Companies Winding Up No. 253 of 1992.
Amount per centum: 1.50 cents to a dollar.
First and final or otherwise: Second interim dividend.
When payable: 6th October 2003.
Where payable: c/o PricewaterhouseCoopers 8 Cross Street #17-00
PWC Building Singapore 048424.
GIANTPOT PTE: Issues Notice to Declare Dividend
-----------------------------------------------
Giantpot Pte Ltd (In Creditors' Voluntary Liquidation) issued a
notice of intention to declare dividend as follows:
Address of Registered Office: c/o 135 Cecil Street #10-05
LKN Building Singapore 069536.
Last day for Receiving Proofs: 24th October 2003.
Name of Liquidator: Assan Masood.
Address of Liquidator: c/o Menon & Associates 135 Cecil Street
#10-05 LKN Building Singapore 069536.
ASSAN MASOOD
Liquidator.
LEPACE SYSTEMS: Issues Notice of Preferential Dividend
------------------------------------------------------
Lepace Systems Pte Ltd. issued a notice of intended preferential
dividend as follows:
Address of Registered Office: Formerly of 5001 Beach Road #03-
97E Golden Mile Complex Singapore 199588.
Court: Supreme Court, Singapore.
Number of Matter: Companies Winding Up No. 400 of 1998.
Last Day for Receiving Proofs: 17th October 2003.
Name & Address of Liquidator: The Official Receiver
The URA Centre (East Wing)
45 Maxwell Road #06-11
Singapore 069118.
TOH HWEE LIAN
Assistant Official Receiver.
MP WORLD: Enters Voluntary Liquidation
--------------------------------------
The Board of Directors of Rotary Engineering Limited (Rotary)
announced that its associate Company, MP World Corporation
(MPWC) has been put into Voluntary Liquidation by its
shareholders.
MPWC has effected a specie distribution of its asset comprising
10,902,473 share of S$1.00 each fully in Jasinusa Automobile Pte
Ltd (JAPL) to MPWC's shareholders in proportion to their
holdings in MPWC. As the Company has a 25 percent interest in
MPWC, it has received 2,725,618 shares of S$1.00 each fully paid
in JAPL in entitlement to the capital distribution of MPWC.
The transaction is not expected to have any significant impact
on the Net Profits, Net Tangible Asset and Earnings per Share
values of the Company and the Group for the financial year
ending 31 December 2003.
None of the directors or, controlling shareholders of the
Company, has any interest, direct or indirect, in the above
transaction.
SNP CORPORATION: Voluntarily Winding Up Unit
--------------------------------------------
SNP Corporation Ltd. announced that its subsidiary Pacific Book
Centre (S) Pte Ltd, a wholly owned subsidiary of SNP Retail Pte
Ltd, which is in turn a subsidiary of the Company has been
placed under members' voluntary winding-up on 9 October 2003.
Pacific Book Centre (S) Pte Ltd was incorporated in Singapore on
30 June 1986 and has been dormant since 30 September 2002. The
winding-up will not have any material impact on the net tangible
assets per share and earnings per share of the Group.
TAI LEE: Issues Winding Up Order Notice
---------------------------------------
Tai Lee Hang Plastic Manufacturer Pte Ltd issued a winding up
order made on the 19th day of September 2003.
Names and address of Liquidators: The Official Receiver
Insolvency & Public Trustee's Office
The URA Centre (East Wing)
45 Maxwell Road #05-11/#06-11
Singapore 069118.
SHOOK LIN & BOK
Solicitors for the Petitioner.
TAI THONG: Petition to Wind Up Pending
--------------------------------------
The petition to wind up Tai Thong Huang Plastic Industries is
set for hearing before the High Court of the Republic of
Singapore on October 10, 2003 at 10 o'clock in the morning. Hong
Investment Private Limited, a creditor, situated at 179 River
Valley Road, #05-11 River Valley Building, Singapore 179033,
filed the petition with the court on September 18, 2003.
The petitioners' solicitors are MACIES Law Corporation of No. 1
Raffles Place, #39-01 OUB Center, Singapore 048616. Any person
who intends to appear on the hearing of the petition must serve
on or send by post to MACIES Law Corporation a notice in writing
not later than twelve o'clock noon of the 9th day of October
2003 (the day before the day appointed for the hearing of the
Petition).
THAKRAL CORPORATION: Post Changes in Shareholder's Interest
-----------------------------------------------------------
Thakral Corporation Ltd. issued a notice of changes in Director
Inderbethal Singh Thakral's interests:
Date of notice to Company: 08/10/2003
Date of change of deemed interest: 07/10/2003
Name of registered holders: G K Goh Stockbrokers Pte Ltd
Circumstance(s) giving rise to the interest: Others
Please specify details: Sale initiated by a financial
institution to meet obligation of Thakral Investments Limited.
Information relating to shares held in the name of the
registered holder:
No. of shares which are the subject of the transaction: Please
refer to Table A
% of issued share capital: Please refer to Table A
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: Please refer to Table A
No. of shares held before the transaction: 16,616,585
% of issued share capital: 1.111
No. of shares held after the transaction: 1,616,585
% of issued share capital: 0.108
Holdings of Substantial Shareholder/Director, including direct
and deemed interest: - Deemed Direct
No. of shares held before the transaction: 305,249,377 0
% of issued share capital: 20.405 0
No. of shares held after the transaction: 290,249,377 0
% of issued share capital: 19.402 0
Total shares: 290,249,377 0
Table A: Details of Transactions
Date of Change
In Deemed Interest No. of Shares which are the subject of the
transaction percent of issued share capital Amount of
consideration (excluding brokerage and stamp duties) per share
paid or received
07/10/2003 5,000,000 0.334 S$0.15
07/10/2003 10,000,000 0.668 S$0.145
No. of Warrants - Nil
No. of Options - Nil
No. of Rights - Nil
No. of Indirect Interest - Nil
===============
T H A I L A N D
===============
BANGCHAK PETROLEUM: Announces Additional Holidays
-------------------------------------------------
The Bangchak Petroleum Public Company Limited, in reference to
its previous announcement regarding the special holiday on
October 17, 2003 for the APEC Summit, announced that October 20
and 21 will be the additional holidays for the Company's Head
office, Refinery, and Phrapradaeng Lubricant Distribution Center
at Samutprakarn.
The Troubled Company Reporter - Asia Pacific reported last month
that the August 29 EGM approved the Company's restructuring
plan, specifically the decrease of the registered capital from
Bt5,220,409,400 to Bt522,040,940, by reducing the par value of
the shares from Bt10 per share to Bt1 per share, in order to
compensate the accumulated loss of the Company amounting to
Bt4,698,368,460.
JASMINE INTERNATIONAL: SET Grants Listed Securities
---------------------------------------------------
Starting from October 10, 2003, the Stock Exchange of Thailand
(SET) allowed the securities of Jasmine International Public
Company Limited (JAS) to be traded on the SET after finishing
capital increase procedures.
Name : JAS
Issued and Paid up Capital
Old : Bt5,219,704,770
New : Bt5,519,704,770
Allocate to : Private Placement 30,000,000 shares
(par value Bt10)
Price Per Share: Bt10
Payment Date: September 30, 2003
NAKORNTHAI STRIP: Court Grants Registered Capital Amendment
-----------------------------------------------------------
Reference is made to the order of the Central Bankruptcy Court
(the Court) approving the Business Reorganization Plan (Plan) of
Nakornthai Strip Mill Public Company Limited (the Company) with
Maharaj Planner Co., Ltd being the plan administrator (the Plan
Administrator). The Plan provides for the capital restructure
by means of increase and decrease of the Company's capital to be
in accordance with the debt restructuring set forth in the Plan.
The Plan Administrator filed the request to the Court to obtain
approval for the decrease and increase of registered capital and
amendment of the Articles of Association and particulars in the
Memorandum of Association of the Company. On September 26,
2003, the Court granted approval to the Plan Administration to
proceed with the amendment to the Company's capital and Articles
of Association as per the following details:
1. Decrease of unpaid capital by canceling the unissued shares n
the amount of 141,360,136 shares with par value at Bt10 each.
Upon such decrease, there remains the registered capital in the
amount of Bt7,186,398,640 dividing into 718,639,864 ordinary
shares with par value at Bt10 each, of which is the paid-up
capital.
2. Increase of the registered capital in the amount of
Bt120,971,081,650 by issuing 12,097,108,165 ordinary shares at
the par value of Bt10 each to reserve for the purposes:
2.1 The amount of not exceeding 6,467,758,777 shares for
debt-to-equity conversion of the following creditors:
(a) Thai Banks creditors in the amount of not exceeding
3,176,388,199 shares; and
(b) Noteholder creditors in the amount of not exceeding
3,291,370,578 shares.
The Plan provides the number of shares to be issued in
connection with the above debt-to-equity conversion is fixed
without specifying the amount of debt to be converted into
equity.
2.2 The amount of 2,395,470,000 shares for the public
offering.
2.3 The amount of 3,233,879,388 shares to be reserved for
issuance of warrants offered to the existing shareholders.
3. Decrease of the Company's capital by reducing share par
value from Bt10 each to Bt8.25 each after debt to equity
conversion but before the issuance of shares to subscribers in
the public offering. This is discharge the retained loss
recorded in the Company's account. Upon such decrease of the
Company's capital, the Company's registered capital is
Bt105,729,921,239.25 divided into 12,815,748,029 ordinary shares
at the par value of Bt8.25 per share.
4. Insert the following to be Article 25 of Articles of
Association of the Company.
"Article 56. In the event that the Company or subsidiaries
enter into a connected transaction or a transaction which is
relevant to the acquisition or disposition of the assets of
the Company or subsidiaries pursuant to the regulations of the
Stock Exchange of Thailand, (as the case may be) the Company
shall comply with the regulations and procedures of such
relevant regulations."
In addition, the Plan Administrator would like to inform that on
October 3, 2003, the meeting of the Creditors' Committee of the
Company passed a Super Majority Vote allowing an extension of
the time period for achieve the Effective Date (as defined in
the Plan) until December 31, 2003.
TPI POLENE: TRIS Affirms Conditional Ratings
--------------------------------------------
TRIS Rating affirms the company ratings to TPI Polene Public
Company Limited (TPIPL) based on the assumption that TPIPL will
fulfill new capital structure arrangements. The ratings depend
on TPIPL completing one of the following two sets of conditions:
Under condition 1, TPIPL must be able to raise US$180 million in
new capital, and the proceeds must be used to buy back, at
discount, TPIPL's existing debt worth US$219 million and US$30
million of accrued interest. Moreover, TPIPL's creditors must
agree to convert the remaining US$120 million accrued interest
into equity.
Under condition 2, TPIPL must be able to raise US$375 million in
new capital, and the proceeds must be used to buy back, at
discount, TPIPL's existing debt worth US$450 million and US$150
million of accrued interest.
Condition 1 Affirmed at BBB- (Conditioned)
Condition 2 Affirmed at BBB (Conditioned)
In addition, under both conditions, the company's external
auditor must be able to express his opinion of TPIPL's financial
statements without material changes in previously reported
financial figures. The ratings will not hold if any of these
conditions are unfulfilled. These conditional ratings will apply
only until February 2004.
The ratings of TPIPL reflect the company's improved financial
conditions that will exist if the equity injection is completed.
The ratings also consider an expected increase in domestic
demand of cement, competitive production costs of TPIPL's cement
plant, the company's strong position as the third largest cement
producer in Thailand, and its leading position in Low Density
Polyethylene (LDPE) plastic production. However, the quality of
TPIPL's financial statements, the overcapacity in cement
production, and its low financial flexibility are rating
constraints.
The devaluation of the Thai Baht, coupled with the domestic and
regional economic downturns since the Asian economic crisis in
1997, has badly hurt several industries in Thailand and other
ASEAN countries. Although TPIPL is the market leader in its LDPE
operation and one of the top three players in the cement
business, the company defaulted on its debt obligations in 1997
because of its high foreign debt burden coupled with a sharp
decline in domestic demand for cement. Though the recovery of
Thailand's economy since 2001, especially in the property
sector, has alleviated the seriousness of these problems, the
company still faces uncertainty in its ability to raise capital,
which is the major concern expressed in the auditor's report.
Uncertainties and adjustments to major issues in TPIPL's
financial statements have resulted in TPIPL's auditors giving a
"no opinion" comment on the company's statements since 1998.
Should TPIPL's external auditor express an opinion of the
statements with significant changes and adjustments to key
financial information, a new credit rating may be assigned.
If the planned capital injection is completed, TPIPL's debt-to-
capitalization ratio, accrued interest excluded, is expected to
decline from 76.91% at year-end 2002 to about 43% under
condition 1 or to 29% under condition 2. Cash flow protection
will continue to improve over the next two to three years due to
considerable reduction of the company's debt burden and its
improving performance. The EBITDA interest coverage ratio is
expected to improve from 1.30 times in 2002 to more than 2 times
after the capital increase. The company's financial flexibility
is expected to be very limited, because the company needs time
to reestablish its creditworthiness with financial institutions.
TPIPL delivered strong financial performance during the first
six months of 2003. Operating margin before depreciation and
amortization improved substantially from the low of 12.6% in
2002 to 25.7% during the first half of 2003 mainly because of
increasing domestic demand for cement. Price cutting was less
intense during the uptrend in the industry. Therefore, all
operators enjoyed favorable margins. Internal cash generation
also improved significantly, which helped funds from operation
as a percentage of total debt rise to 4.3% (non-annualized) for
the six months ending June 2003. However, cash flow protection
remained low.
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 ***