/raid1/www/Hosts/bankrupt/TCRAP_Public/031113.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Thursday, November 13, 2003, Vol. 6, No. 225
Headlines
A U S T R A L I A
BREAKFREE LTD: Panel Decides to Conduct, Suspend Proceedings
BUSIKO TRANSPORT: PwC Issues Case Profile
MAYNE GROUP: Discloses Constitution, Takeover Approval Docs
MULLUMBIMBY CHRISTIAN: NSW Liquidator, Auditor Resigns
QANTAS AIRWAYS: Opens New Hangar at Avalon
TASSAL LIMITED: Salmon Giant Floats on Market
C H I N A & H O N G K O N G
CHI CHEUNG: Parallel Trading Ceased
DYNAMIC GLOBAL: Recognizes Exceptional Price Movement
HUNG FASHION: Winding Up Hearing Scheduled in December
JOIN GAIN: Faces Winding Up Petition
KAI YEUNG: Winding Up Petition Pending
LAI SUN: Incurs Q203 Consolidated Net Loss of HK$461M
NEW WORLD: Widens Operations Net Loss to HK$727.024M
NORTHEAST ELECTRIC: Assumes Loan Repayment Responsibility
PCCW LIMITED: Withdrawing European Warrants Listing on Wednesday
WINGSTON PUBLICATION: Winding Up Sought by Lau Man Yau
I N D O N E S I A
TEXMACO GROUP: Future Relies on Government
J A P A N
CROSSWAVE COMMUNICATIONS: Reaches Deal With NTT
FUJITSU LTD: Delivers High-speed Computer Interconnect System
MARUBENI CORP.: Sites Direct FuelCell Power Plants at Seiko
MITSUBISHI MOTORS: Unveils 1H03 Financial Results
NIPPON TELEGRAPH: Launches NTT Resonant Next Month
NIPPON TELEGRAPH: Unveils Business Results, Financial Condition
RESONA HOLDINGS: Cutting Branches to 495
K O R E A
SK CORPORATION: Approves Debt-into-Equity Swap
SK CORPORATION: Chairman Returns to Management After Arrest
SK GROUP: FTC Fines US$25 Million For Unfair Trading Practices
M A L A Y S I A
BERJAYA GROUP: EGM OKs Proposed Renewal of Shareholders' Mandate
CHASE PERDANA: Conversion Listing Granted
MENTIGA CORPORATION: MOB Served Writ of Summon
OLYMPIA INDUSTRIES: 22nd AGM Scheduled in December
PARIT PERAK: Investigative Audit Time Completion Extended
PERUSAHAAN OTOMOBIL: Inks Group Reorganization Agreements
PROJEK LINTASAN: RAM Re-affirms RM60M RUF at P3
SOUTHERN PLASTIC: Issues Scheme Status Update
TECHNO ASIA: Changes Contact Details
UCP RESOURCES: Inks Supplemental Agreement With White Knight
P H I L I P P I N E S
BANK OF PULILAN: Issues Notice to Depositors
ISLAND SAVINGS: Releases Notice to Creditors
MUSIC CORPORATION: Third Quarter Orders Reach Php128M
MUSIC CORPORATION: Unveils Board Meeting Results
S I N G A P O R E
CHARTERED SEMICONDUCTOR: Shares Down 11% on Tuesday
FLEXTRONICS INTERNATIONAL: Accountant Reviews Balance Sheet
FLEXTRONICS INTERNATIONAL: Issues Restructuring Update
LIAN CHEONG: Issues Winding Up Order Notice
MULTI-CHEM LIMITED: Post Notice of Shareholder's Interest
PAN-UNITED CORPORATION: Dissolves Subsidiary
STRATEGY INTERNATIONAL: Issues Dividend Notice
SUM KEONG: Declares Dividend to Preferential Creditors
TRANS-UNITED: Issues Judicial Management Order Notice
UNI-FRANCE OFFSHORE: Creditors Must Submit Claims by December 8
T H A I L A N D
ADVANCE PAINT: Discloses BOD No. 4/2003 Meeting Resolutions
ITALIAN-THAI DEVELOPMENT: JV Signs Contract With Thai Petroleum
NAKORNTHAI STRIP: Explains Q303 Operations Results
RATTANA REAL: Notifies BOD Meeting No. 4/2003 Resolutions
RATTANA REAL: Posts Capital Increase Allotment Schedule
SIAM SYNTEC: Business Reorganization Petition Filed
- - - - - - - -
=================
A U S T R A L I A
=================
BREAKFREE LTD: Panel Decides to Conduct, Suspend Proceedings
------------------------------------------------------------
The BreakFree 04(R) Panel (the Review Panel) advises that it has
met and decided to conduct proceedings in relation to the
application by S8 Limited (S8) for a review of the decision in
the BreakFree 04 first instance proceedings to make a
declaration of unacceptable circumstances in relation to the
affairs of BreakFree Limited (BreakFree).
However, the Review Panel has also decided to suspend those
proceedings until the BreakFree 04 Panel (the Initial Panel) has
decided whether to make orders (and, if so, what orders will be
made) in those proceedings.
In determining to suspend the proceedings, the Review Panel
recognized that, if S8 wished to apply for a review of the
decision to make the declaration, S8 was required by subsection
657EA(2) of the Corporations Act 2001 (Cth) to bring its
application when it did. However, the Review Panel felt that it
was inappropriate to review the decision of the Initial Panel
until the BreakFree 04 proceedings have been finally concluded.
The Panel has not yet sought the views of the parties affected
by the BreakFree 04(R) application, and so has not formed any
views in relation to the application.
CONTACT INFORMATION: George Durbridge
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000,
Ph: +61 3 9655 3553
george.durbridge@takeovers.gov.au
BUSIKO TRANSPORT: PwC Issues Case Profile
-----------------------------------------
PricewaterhouseCoopers (PwC) issued the case profile of Busiko
Transport Pty Ltd, as follows:
Territory : Australia
Company Name: Busiko Transport Pty Ltd
Lead Partner: Ian Hall
Case Manager: Graham Killer
Date of Appointment: 19 February 2003
Normal Contact : Laura Bray
Contact Phone No : (07) 3257 5360
PricewaterhouseCoopers Office
Location : Brisbane
PO Box : GPO Box 150
Street Address: Waterfront Place, 1 Eagle Street
City : BRISBANE
State : QLD
Postcode : 4001
DX : DX 77 Brisbane
Phone : (07) 3257 5000
Fax : (07) 3257 8004
Appointor: National Australia Bank Limited
Registered Office of company: 76 Arthur Street, ROMA QLD 4455
Company No / ACN : 076 368 506
Type of Appointment : Receiver and Manager
Lead Partner - Full Name : Ian Richard Hall
Second Partner - Full Name: Gregory Winfield Hall
Case Information (Last Updated 15/09/2003)
Other Key Information
Report as to Affairs received from directors:
The directors submitted a Report as to Affairs of the Company on
21 July 2003.
Background Information
Ian Hall and Gregory Hall of PricewaterhouseCoopers were
appointed joint and several Receivers and Managers of Busiko
Transport Pty Ltd (Busiko) and Delafern Pty Ltd (Delafern) on
Wednesday 19 February 2003.
Trevor John Schmierer of Knights Insolvency was appointed
Administrator of Busiko and Delafern by the company directors on
Friday 30 May 2003.
Delafern traded under the name of KN Busiko & Co.
Current status of assignment and actions required by creditors
All creditors have been contacted according to the companies
books and records. A Receiver and Manager does not have the
power to deal with the claim of unsecured creditors. All
creditors who do have a claim should contact the Administrator.
The Administrators contact details are as follows:
Knights Insolvency
Level 5 Central Plaza Annexe
345 Queen Street
BRISBANE QLD 4000
Phone Number: (07) 3229 8627
Facsimile: (07) 3229 8872
Outstanding employee entitlements have been reviewed and
finalization of claims from employees are a priority. As there
does not appear to be sufficient assets to cover entitlements,
eligible employees have been referred to the governments General
Employee Entitlements and Redundancy Scheme (Geers) in order to
obtain payment for outstanding wages, annual leave, pay in lieu
of notice and redundancy. Superannuation entitlements are not
covered by Geers. Employees will be contacted should there be
sufficient assets to make a distribution of employee
entitlements. (www.pwcrecovery.com)
MAYNE GROUP: Discloses Constitution, Takeover Approval Docs
-----------------------------------------------------------
In accordance with Listing Rule 3.12.2, Mayne Group Limited
confirmed that each of the resolutions put to the Annual General
Meeting of the Company held on Monday, 10 November 2003 was
passed. The resolutions related to the following:
* Re-election of Mr P C Barnett;
* Re-election of Mr R McR Russell;
* Re-insertion of proportional takeover approval
provisions; and
* Acquisition of shares by Mr S B James.
The Company disclosed a copy of the Constitution of Mayne Group
Limited, which includes takeover approval provisions re-inserted
in Rule 80 of the Constitution, at
http://bankrupt.com/misc/Mayne1113.pdf.
MULLUMBIMBY CHRISTIAN: NSW Liquidator, Auditor Resigns
------------------------------------------------------
Mr Edward Michael Ring, of Murwillumbah in northern New South
Wales, has voluntarily surrendered his registrations as both a
liquidator and a registered company auditor, following enquiries
made by the Australian Securities and Investments Commission
(ASIC).
ASIC was concerned that Mr Ring had not progressed external
administrations under his control expeditiously and with the
appropriate vigor, as required under the Corporations Act.
Mr Ring, prior to his resignation, was liquidator of four
companies, which had been placed into voluntary liquidation,
including ACN 065 042 300 Pty Ltd, Hanna & Edmed (Holdings) Pty
Ltd, Mullumbimby Christian Community College Ltd, and Catering
Equipment Brokers Pty Ltd.
ASIC's enquiries found that in his administration of the
companies, Mr Ring had, in most cases, failed to hold the
required meetings, and failed to lodge the regular statutory
reports with ASIC.
Mr Ring was also the administrator of Presqualm Pty Ltd. ASIC
found that Mr Ring had failed to lodge with ASIC, documents
detailing resolutions by creditors that the company enter into a
Deed of Company Arrangement and subsequently, be wound up.
"Insolvency practitioners must treat their responsibilities to
report to creditors, and to lodge all required documentation and
reports with ASIC, as serious matters. ASIC will not hesitate to
act when a liquidator or auditor fails to meet the high
standards required of their profession", ASIC Deputy Executive
Director of Enforcement, Ms Jan Redfern said.
QANTAS AIRWAYS: Opens New Hangar at Avalon
------------------------------------------
Qantas Airways Limited and the Victorian Government on Friday
officially opened a new hangar at the airline's Avalon Airport
base.
The $9.8 million refurbishment of Hangar 4 will see the facility
utilized for the installation of the airline's new state-of-the-
art sleeper seat, Skybed, on its Boeing 747-400 fleet.
Qantas Executive General Manager Engineering Technical
Operations and Maintenance Services David Cox, said the
completion of Hangar 4 and the extension of the Skybed project
had already created nearly 160 new jobs (rising to as many as
300 by the end of 2006), some of which have been filled by
former Ansett workers.
"Qantas has operated a heavy maintenance base at Avalon for a
number of years now," Mr Cox said.
"The installation of Skybed began in Avalon's Hangar 5 in August
this year, and our decision to set up this new facility was
based on the excellent turn times achieved at the facility on
earlier work to install the airline's new inflight entertainment
system.
"This is testament to the high standard of both the Avalon
facilities and the hard work and commitment of Qantas and For
staff Aviation employees. It means that every Qantas Skybed will
be installed onshore significantly faster than if the work had
been undertaken overseas."
Qantas has worked closely with the Victorian Government on the
establishment and subsequent expansion of the Avalon facility.
The enhancements have involved the extension of the existing
hangar and the strengthening of its floor to cater for the size
and weight of a Boeing 747-400 in a fully enclosed environment.
"The Skybed project brings the total number of employees based
at Avalon to almost 700 and will provide a real boost for the
local economy," Mr Cox said.
Skybed is the centerpiece of a $385 million investment in
Qantas' International Business Class. Designed by Australian
industrial designer Marc Newson and developed by USA based
manufacturer BE Aerospace in association with Qantas
engineering, it is 6 feet, 6.5 inches (199.4 cm) long and 23.5
inch (60 cm) wide when fully reclined to eight degrees.
Its features include a fixed cocoon-style seat surround to
provide maximum privacy, extensive seat adjustment controls to
ensure maximum comfort in any position, a large 10.4 inch (26.4
cm) screen with multi-channel entertainment and PC power that
allows laptops to be plugged straight in without the need for
adaptor cables.
Qantas' entire three class B747-400 fleet will be fitted with
Skybed at Avalon over the next 12 months before the project
extends to the two class B747 fleet. Ultimately, the new seat
will be available in more than 30 aircraft.
Issued by Qantas Corporate Communication (2985)
Email: qantasmedia@qantas.com.au
TASSAL LIMITED: Salmon Giant Floats on Market
---------------------------------------------
Tasmanian Salmon producer Tassal Limited, which went into
receivership last year with debts of $30 million, has been
floated on the Australian Stock Exchange, ABC Online reports.
The Company on Wednesday made its debut at 65 cents a share. It
issued 62 million shares at 50 cents each.
Last month, the Company was bought by Melbourne merchant bank
Mariner Corporate Finance who have since restructured the
company.
The Chairman of Tassal Group David Williams says the company's
future is very bright.
"What it means is that the listed company will have
significantly less debt than it had when it went into
receivership and that means its financial stability has been
greatly enhanced.
"Secondly, it now has a financial structure that can enable
Tassal do further and be the catalyst for a further
rationalization of both salmon and other aquaculture in
Australia," Williams said.
=============================
C H I N A & H O N G K O N G
=============================
CHI CHEUNG: Parallel Trading Ceased
-----------------------------------
Market participants are requested to note the parallel trading
in the ordinary shares of Chi Cheung Investment Company, Limited
ceased after the close of business on Wednesday, 12/11/2003.
As from the close of business on that day, the counter for
trading in the consolidated shares (stock code: 2972) of CHI
CHEUNG as represented by old share certificates will be
withdrawn and trading in the shares of CHI CHEUNG will only be
under the following arrangements:
Stock Code Stock Short Name Board Lot Certificate Color
---------- ---------------- --------- -----------------
112 CHI CHEUNG 2,000 shares Light Purple
DYNAMIC GLOBAL: Recognizes Exceptional Price Movement
-----------------------------------------------------
Dynamic Global Holdings has noted the recent increase in the
price of the Company and stated that it is not aware of any
reasons for such increases.
The Company also confirmed that there are no other negotiations
or agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is or may be of a price-sensitive
nature.
At the end of 2001, Dynamic Global Holdings Limited had negative
working capital, as current liabilities were HK$258.62 million
while total current assets were only HK$64.54 million, Wrights
Investors' Service reported. It added that the company reported
losses during the previous 12 months and has not paid any
dividends during the previous 2 fiscal years.
HUNG FASHION: Winding Up Hearing Scheduled in December
------------------------------------------------------
The High Court of Hong Kong will hear on December 3, 2003 at
9:30 in the morning the petition seeking the winding up of Hung
Fashion Manufacturing Limited.
Cheng Yuk Yan of Room E, 9/F., Shui Heung Yuen Apartments, 41
Jordan Road, Kowloon filed the petition on October 8, 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.
JOIN GAIN: Faces Winding Up Petition
------------------------------------
The petition to wind up Join Gain Limited is set for hearing
before the High Court of Hong Kong on December 10, 2003 at 10:00
in the morning.
The petition was filed with the court on October 22, 2003 vy
Bank of China (Hong Kong) Limited(the successor of all the
undertakings of The Kwangtung Provincial Bank, Hong Kong Branch
by virtue of the Bank of China (Hong Kong) Limited (Merger
Ordinance, Cap 1167) whose registered office is situated at 14th
Floor, Bank of China Tower, 1 Garden Road, Hong Kong.
KAI YEUNG: Winding Up Petition Pending
--------------------------------------
Kai Yeung Company Limited (Company No. 520332) is facing a
winding up petition, which is slated to be heard before the High
Court of Hong Kong on December 10, 2003 at 9:30 in the morning.
The petition was filed on October 21, 2003 by Bank of China
(Hong Kong) Limited (the successor of all the undertakings of
The Kwangtung Provincial Bank, Hong Kong Branch by virtue of the
Bank of China (Hong Kong) Limited (Merger Ordinance, Cap 1167)
whose registered office is situated at 14th Floor, Bank of China
Tower, 1 Garden Road, Hong Kong.
LAI SUN: Incurs Q203 Consolidated Net Loss of HK$461M
-----------------------------------------------------
The Board of Directors of Lai Sun Development Company Limited
announces the audited consolidated results of the Company and
its subsidiaries for the year ended 31st July, 2003. Below is an
excerpt from the report:
"The Group recorded a consolidated net attributable loss of
HK$461 million for the year ended 31st July, 2003 (2002:
HK$1,942 million). Basic loss per share was HK$0.12 (2002:
HK$0.52). The operating environment for the year under review
remained difficult, with the outbreak of Severe Acute
Respiratory Syndrome (SARS) bringing business activities to a
virtual standstill in the early part of this year.
Meanwhile, continued deflationary pressure resulting from wage
decline and a further contraction in domestic demand have put
additional pressure on office and retail rentals to which the
Group is heavily exposed. Consequently, the Group has suffered
from lower rental income, as well as losses incurred from
provisions taken in respect of its development landbank during
the period under review. Furthermore, the Group also realized a
loss on the disposal of its 32.75% interest."
For a complete copy of the audited consolidated results for the
year ended 31st July, 2003, go to
http://bankrupt.com/misc/Lai1113.pdf.
NEW WORLD: Widens Operations Net Loss to HK$727.024M
----------------------------------------------------
New World Infrastructure Limited posted its results announcement
summary for the year ended June 30, 2003:
(stock code: 00301 )
Year end date: 30/06/2003
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 01/07/2002 from 01/07/2001
to 30/06/2003 to 30/06/2002
Note ('000) ('000)
Turnover : 383,461 759,662
Profit/(Loss) from Operations : (727,024) (53,931)
Finance cost : (638,980) (849,277)
Share of Profit/(Loss) of
Associates : 15,534 174,128
Share of Profit/(Loss) of
Jointly Controlled Entities : 516,110 728,655
Profit/(Loss) after Tax & MI : (959,484) (148,364)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (1.01) (0.23)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (959,484) (148,364)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Analysis of turnover and loss from operations
Turnover
2003 2002
HK$'000 HK$'000
Continuing operations 645 12,277
Discontinued operations (Note) 382,816 747,385
Gain from the reorganization (Note) - -
-------- --------
383,461 759,662
======= =======
(Loss)/profit from operations
2003 2002
HK$'000 HK$'000
Continuing operations (1,147,344)
(303,039)
Discontinued operations (Note) 86,062 249,108
Gain from the reorganization (Note) 334,258 -
-------- --------
(727,024) (53,931)
========= =========
Note: During the year ended 30 June 2003, New World Group
undertook a reorganization to streamline its organization
structure and to create a greater business focus among its
affiliated businesses. The reorganization was completed on 29
January 2003. The discontinued operations represented
the Group's investments in roads, bridges, water treatment,
power plant projects (the Infrastructure Assets) and investment
in NWS Holdings Limited (NWSH, previously known as Pacific Ports
Company Limited). As part of the reorganization, the Company
disposed of its investments in Infrastructure Assets to NWSH for
a consideration of approximately HK$10,227 million comprising
cash, NWSH shares (the Consideration Share) and undertaking by
NWSH to pay certain liabilities of the Group. In addition, the
Group converted all preference shares of NWSH into ordinary
shares and thereafter distributed all the NWSH ordinary shares
including the Consideration Shares to the shareholders of the
Company on 29 January 2003.
Gain from the reorganization was approximately HK$334 million.
2. Details of items before taxation, which are of exceptional
nature:
2003 2002
HK$'000 HK$'000
Continuing operations
Gain on disposal of unlisted investments 118,541 -
Gain on disposal of subsidiaries 15,514 -
Gain on disposal of jointly controlled entities - 666
Impairment losses on other investments (21,349) (148,250)
Impairment losses on fixed assets (10,002) -
Loss on disposal of listed non-trading securities (201,367) -
Provision for payments on account of proposed
joint ventures (111,635) (33,002)
Provision for deposits paid for proposed
investments (122,445) -
Provision for amount due from a jointly
controlled entity (158,559) -
Write-down of inventories to net realizable
value (458,362) -
======== ========
Discontinued operations
Gain on disposal of subsidiaries - 21,735
Gain on disposal of jointly controlled entities - 113,010
Impairment losses on other investments - (5,774)
Impairment losses on fixed assets (35,000) (119,500)
======== ========
3. Loss per share
The calculation of loss per share is based on the loss for the
year of HK$959,484,000 (2002: loss attributable to the
shareholders of HK$197,513,000 after adjusting for the interest
of HK$49,149,000 on the mandatorily convertible bonds) and the
weighted average of 952,180,007 (2002: 871,516,679) shares in
issue during the year.
Diluted loss per share for the year is not presented as the
Company has no dilutive potential shares at year end (2002:
n/a).
4. Comparative figures
Interest income of HK$42,235,000 for the year ended 30 June 2002
has been reclassified from turnover to other operating income to
conform with current year's presentation.
NORTHEAST ELECTRIC: Assumes Loan Repayment Responsibility
---------------------------------------------------------
With respect to the litigation case involving Northeast Electric
Development Co, Ltd.'s provision of a security for the closed
end loan of Shenyang Cable Co., Ltd. (Shenyang Cable) from the
Shenyang branch of the Bank of China (BOC Shenyang), the Company
has made disclosures in the Company's announcement dated
24 January 2002, 2001 Annual Report, 2002 Interim Report, 2002
Annual Report, 2003 Interim Report and the quarterly report
dated 29 October 2003. Pursuant to the Listing Rules, the
Company made an announcement of the outcome of the ruling as
follows:
The case was heard on 26 August 2003. The Company recently
received a verdict made by Shenyang Intermediate People's Court
on 21 October 2003 that the Company assume joint responsibility
for the repayment of the principal of RMB20,000,000 (equivalent
to HK$18,781,100) from BOC Shenyang and the relevant interest
thereon within ten days from the date on which the ruling is in
force, and that other litigation petitions lodged by BOC
Shenyang and the Company be overruled, and that the handling
fee of RMB150,020 (equivalent to HK$140,877.08) for the case be
paid by the Company.
In accordance with the outcome of the ruling, the Company will
assume joint responsibility for the repayment as a result of its
provision of the security. After the Company and Shenyang Cable
jointly assume the responsibility for the repayment as a result
of the Company's provision of the security, the Company may make
a claim against Shenyang Cable in accordance with relevant laws
and regulations.
The enforcement of the ruling is expected to cause actual losses
to the Company and bring about a negative impact on the
Company's financial status and profit for the current period.
The Company is of the opinion that BOC Shenyang should be held
responsible for failing to govern the irregular use of closed-
end loans, and that the legal proceedings taken by BOC Shenyang
have already lapsed. Accordingly, the Company lodged an appeal
to the Liaoning Higher People's Court on 10 November 2003.
However, the Company has no idea as to when the Liaoning Higher
People's Court will make a ruling on the appeal. The Company
will perform the obligation for disclosure of information on a
timely basis should there be any progress.
Shareholders of the Company and public investors are advised to
exercise caution when dealing in the shares of the Company.
PCCW LIMITED: Withdrawing European Warrants Listing on Wednesday
---------------------------------------------------------------
Market participants are requested to note that dealings in the
2003 European Style (Cash Settled) Call Warrants relating to
existing issued ordinary shares of HK$0.25 each of PCCW Limited
issued by Credit Suisse First Boston (stock code: 9637) ceased
after the close of business on Wednesday, 12/11/2003 and listing
of which will be withdrawn after the close of business on
Tuesday, 18/11/2003.
Wrights Investors' Service reports that at the end of 2002, the
Company had negative common shareholder's equity of -HK$5.92
billion. It also reported losses during the previous 12 months
and has not paid any dividends during the previous 6 fiscal
years.
WINGSTON PUBLICATION: Winding Up Sought by Lau Man Yau
------------------------------------------------------
Lau Man Yau is seeking the winding up of Wingston Publication
(Group) Limited. The petition was filed on September 22, 2003,
and will be heard before the High Court of Hong Kong on November
19, 2003.
Lau Man Yau holds its registered office at Room 19, 19/F., Oi
Chi House, Yau Oi Estate, Tuen Mun, New Territories.
=================
I N D O N E S I A
=================
TEXMACO GROUP: Future Relies on Government
------------------------------------------
PT Texmaco Group's future is in the hands of the Indonesian
government after the group defaulted on its rescheduled debt in
August, says DebtTraders.
According to the debt agreement in 2002, the Indonesian
government can take over the group through converting its
holdings of the Texmaco bonds. The Indonesian president will
discuss with senior economic ministers on whether to bail out
the company.
The group employs more than 40,000 people. However, its textile
unit only operates at 50-60% of capacity and its engineering
group runs at an even lower capacity of 15-20%.
The group, which owes Rp29 trillion ($3.4 billion), needs to
generate $100 million to make the debt plan feasible.
=========
J A P A N
=========
CROSSWAVE COMMUNICATIONS: Reaches Deal With NTT
-----------------------------------------------
Crosswave Communications, Inc., Crosswave Facilities Inc. and
Crosswave Services Inc. (together with the above three companies
Crosswave) announced that Crosswave signed a letter of intent
(LoI) with NTT Communications Corporation (NTT Communications)
on a transfer of business.
Crosswave received an order for the commencement of its
corporate reorganization proceedings from the Tokyo District
Court on August 28, 2003. The reorganization administrator,
Masaaki Oka, has worked to find a sponsor for a quick
reorganization of Crosswave. As a result of deliberations with
NTT Communications, Crosswave reached a basic agreement with
them on Thursday.
Based on the letter of intent, NTT Communications will succeed
Crosswave in a transfer of operations. Both companies will
continue to discuss the details in order to reach a definitive
agreement and complete the transfer of business by the end of
2003. Crosswave will announce the full terms and conditions of
the agreement after the definitive agreement is signed.
CONTACT: Crosswave Communications Inc.
Media / Investor Relations Office
Hiroaki Tsuno / Taisuke Ono, +81-3-5205-4580
ir@cwc.co.jp
http://www.cwc.co.jp/
FUJITSU LTD: Delivers High-speed Computer Interconnect System
-------------------------------------------------------------
Tomen Corporation has received an order from Fujitsu Ltd. to
deliver a high-speed computer interconnect system conforming to
InfiniBand - the next generation interface specification for
communications among multiple computers or between computers and
peripheral equipment.
The system equipment is to be installed for the development of
World Fastest Linux PC Cluster System which has been awarded to
Fujitsu Ltd. by Japan's Institute of Physical and Chemical
Research, known as Riken, for a supercomputing-grade cluster of
Linux computers with a total of 2,048 CPUs capable of achieving
12.4 teraflops of computing performance. This giant Linux
cluster is deployed mainly for bio-informatics applications.
The sale of this system will represent around $1.5 million to
Tomen, with a targeted turnover of around $8.0 million for the
next year.
The system equipment for which Tomen has received an order is
the InfinIO 3000 series, manufactured by InfiniCon Systems Inc.
(Pennsylvania, USA). Tomen is a distributor for InfiniCon
Systems Inc. both in Japan and China. The product is state of
the art equipment that houses 32 InfiniBand ports (4X port, 1X
is 2.5Gbps) in its 1U (one 44.5mm unit in 19 inch rack), which
is the highest port density in the world in this class of
equipment.
The equipment incorporates maximum 12 high-speed InfiniBand
switch LSIs made by Agilent Technologies Inc. The maximum
bandwidth is said to be 640 Gbps. It has redundant power and fan
units so that the maintenance can be performed without stopping
the operation. Not only can the system be used for high
performance technical computing but also it can be used to build
highly available infrastructure computer systems for mission
critical business transactions.
The received order consists of a total of 48 switch chassis and
1,024 InfiniBand cables with which a total of 512 PC servers are
connected in parallel at 20 Gbps bi-directional signal speed.
InfiniBand fabric system can reduce the CPU usage for data
communications dramatically by implementing the highly reliable
communication protocol on its hardware when it is used in
server-to-server communications. Hence, the CPU can be more
dedicated to the calculation work. Agilent's InfiniBand LSI,
which is used in the core of the switch fabric, has shown the
lowest switching latency (110 nanosecond) in the industry, which
resulted in achieving fabric latency of less than 1 microsecond
per data path.
Recently, PC-based cluster systems have become popular globally
for high-performance technical computing; especially in academic
and research institutions, as the performance can be scaleable
according to the number of processors. In the same time, it is
said that high level computing knowledge and sophistication is
required to operate the PC-based cluster system.
It is also said that the capability of interconnect is saturated
due to the rapid increment of CPU's performance.
Fujitsu's deep knowledge in the large scaled high performance
parallel computing environment and advanced InfiniCon's
InfiniBand technology solve the bottleneck problem of PC-based
large-scale cluster system. The deployment of the large scaled
PC Cluster System will be conducted by Riken, representing use
of this technology out of an academic setting and more widely
into a practical, business-computing environment in the large.
Moreover, this deal represents the kind of creative activity and
practical application of new technologies that will drive
revenue growth at Tomen in the years ahead.
ABOUT INFINICON SYSTEMS, INC.(WWW.INFINICON.COM)
InfiniCon is the premier provider of shared I/O and switching
solutions for next-generation server networks. The Company is an
active member of the InfiniBand Trade Association, the Storage
Network Industry Association, the Direct Access File System
(DAFS) Collaborative, and the Server Blade Trade Association.
ABOUT AGILENT TECHNOLOGIES INC. (WWW.AGILENT.COM)
Agilent Technologies Inc. is a global technology leader in
communications, electronics and life sciences. The Company's
35,000 employees serve customers in more than 110 countries.
Agilent had net revenues of $6 billion in fiscal year 2002.
ABOUT FUJITSU LIMITED
Fujitsu is a leading provider of customer-focused IT and
communications solutions for the global marketplace. Pace-
setting technologies, high-reliability/performance computing and
telecommunications platforms, and a worldwide corps of systems
and services experts make Fujitsu uniquely positioned to unleash
the infinite possibilities of the broadband Internet to help its
customers succeed. Headquartered in Tokyo, Fujitsu Limited
(TSE:6702) reported consolidated revenues of 4.6 trillion yen
(about US $38 billion) for the fiscal year ended March 31, 2003.
For further information, please visit the Fujitsu Limited home
page at: www.fujitsu.com/
ABOUT TOMEN CORPORATION
Tomen is an international Company with 80 offices worldwide and
is headquartered in Japan. It is listed on the Tokyo, Osaka and
Nagoya stock exchanges. It maintains a leadership position in
foodstuffs, textiles, electronics and computer networking
equipment, chemicals, energy and plant project business fields,
where it seeks to provide innovative services to its customers
and business partners. Tomen Group's Tomen Electronics
(www.tomen-ele.co.jp) and Shanghai Hong Ri International
Electronics Co., Ltd., are the leading distributors of
semiconductors in Japan and China. For further information,
please visit the Tomen Corporation home page at: www.tomen.co.jp
Computer maker Fujitsu Limited posted a net loss of 58.56
billion yen in the first half of this year, versus a loss of
147.44 billion yen in the same period a year earlier, TCR-AP
reported recently. The Company cited the absence of major
restructuring charge booked a year ago.
CONTACT:
Tomen Corporation
Hiroaki Nagashima, Manager, Corporate Communications Department
hiroaki_nagashima@tomen.com
+81-3-5288-2084
MARUBENI CORP.: Sites Direct FuelCell Power Plants at Seiko
-----------------------------------------------------------
The Marubeni Corporation and FuelCell Energy, Inc. (Nasdaq:
FCEL), announced Tuesday the siting of two Direct FuelCell(R)
(DFC(R)) power plants at the Seiko Epson facilities in the City
of Ina, Nagano Prefecture, in Japan. Marubeni, Asian partner of
fuel cell developer FuelCell Energy, will supply two 250 kW DFC
power plants to the First Energy Service Company, Ltd. (FESCO),
a Tokyo-based energy services company, who will own and operate
the units, in the fourth quarter of 2003. FESCO has a long-term
contract to supply power to Seiko Epson's Quartz Device
Division. The DFC units will operate on liquefied natural gas
and provide clean, reliable power and steam to the industrial
site.
"We are pleased to provide Seiko Epson with a very clean,
highly-efficient distributed power generation system for their
Ina facility," said Marc G. Aube, Vice President of Marubeni
Power International. "Seiko Epson sees 'harmonization with the
global environment as a priority issue for its corporate
management and has committed itself to environmental
conservation activities on a company-wide basis.' The present
fuel cell project is part of this wider endeavor to protect the
environment. DFC's offer a clean alternative to traditional
reciprocating engine-based distributed generation."
"We are also very excited to be working with FESCO in this
project," said Mr. Aube. "Marubeni believes that energy service
companies will be instrumental in providing an alternate choice
to consumers for power and services in the deregulating power
market in Japan."
"Marubeni continues to pioneer new applications for our DFC
products, and this installation at the Seiko Epson plant is
another example of the benefits of Direct FuelCells to
industrial and commercial customers," said Herbert T. Nock,
Senior Vice President of Marketing and Sales of FuelCell Energy,
Inc. "By using both the electricity and the heat output of the
power plants, Seiko Epson can realize cost savings and reduce
emissions into the air, as compared to their current system."
According to FESCO, the DFC could produce a total energy savings
of up to 32 percent compared to the equivalent amount of energy
from the plant's existing grid and boiler system.
These are Marubeni's fifth and sixth DFC power plants in Japan.
Previously, Marubeni announced the citing of 250 kW DFC power
plants at the JAPEX natural gas production fields near Nagaoka,
the Nippon Metal Industry facility in Aichi, the Fukuoka
Metropolitan Wastewater Treatment District, and at the Kirin
Brewery in Toride.
ABOUT DIRECT FUELCELLS
Direct FuelCells generate electricity with no combustion. They
are, in-effect like large, continuously operating batteries that
generate electricity as long as fuel, such as natural gas is
supplied. Since the fuel is not burned, there is no pollution
commonly associated with the combustion of fossil fuels (like
NOx, SOx, particulates). The high efficiency leads to more
electric power from less fuel.
ABOUT SEIKO EPSON
The Seiko Epson Corporation, founded in 1942 and based in
Nagano, Japan, is a global company at the forefront of technical
revolutions in imaging, robotics, precision machinery and
electronics. In 1969, Seiko debuted the world's first analog
quartz watch, followed in 1973 by the world's first LCD digital
quartz watch. The quartz crystal technology was developed in
Seiko Epson's Ina facility.
ABOUT FESCO
The First Energy Service Company, Ltd., founded in May 1997, is
Japan's first energy service company (ESCO). Their business
activities include a comprehensive range of energy services from
energy diagnostics for plant installations, preparation of
proposals for energy savings, facility planning, design and
construction, to certification of energy saving programs. The
company is also engaged in the development of on-site power
supply, including fuel cells, and biomass-based power
generation, an activity area currently highlighted for its
contribution to the prevention of global warming and the
achievement of a recycling-based framework of society. The
company is based in Tokyo.
ABOUT FUELCELL ENERGY
FuelCell Energy, Inc., based in Danbury, Connecticut, is a world
leader in the development and manufacture of high temperature
hydrogen fuel cells for clean electric power generation,
currently offering DFC power plant products ranging in size from
250 kilowatts to 2 megawatts for applications up to 50
megawatts. Its wholly owned subsidiary, Global Thermoelectric
Inc., is a leader in the development of solid oxide fuel cell
(SOFC) products and the world's largest manufacturer and
distributor of thermoelectric stationary power generators for
use in remote locations.
The Company has developed commercial distribution alliances for
its carbonate Direct FuelCell technology with MTU CFC Solutions
GmbH, a company of DaimlerChrysler AG, in Europe; Marubeni
Corporation in Asia; Caterpillar, PPL Energy Plus, Chevron
Energy Solutions and Alliance Power in the U.S; and Enbridge in
Canada. FuelCell Energy is developing Direct FuelCell technology
for stationary power plants with the U.S. Department of Energy
through its Office of Fossil Energy's National Energy Technology
Laboratory. More information is available at
www.fuelcellenergy.com.
ABOUT MARUBENI
The Marubeni Corporation (www.marubeni.co.jp), established in
1858, is one of Japan's leading general trading/marketing houses
(sogo shosha). The Company was ranked as the 25th largest in
Fortune Magazine's Global Fortune 500 list for 2002. Marubeni
has 13 Divisions with operations that encompass domestic,
import/export, offshore trade and investment activities, which
range from the development of natural resources to the retail
marketing of finished products. The Company, based in Tokyo,
conducts these operations through a worldwide business network
that includes 52 overseas corporate offices and 28 overseas
subsidiaries, for a total of 131 offices in 73 countries.
Marubeni's Utility & Infrastructure Division has been involved
in the development of over 20,000 MWs of power generation
worldwide. The Division has expanded its efforts to include
distributed generation technologies, and energy & environmental
services.
CONTACT:
Steven P. Eschbach of FuelCell Energy,
+1-203-825-6000, seschbach@fce.com; Takeo Nakata of Marubeni
Corporation, Nakata-t@jp.marubeni.com
URL: http://www.prnewswire.com
http://www.fuelcellenergy.com
MITSUBISHI MOTORS: Unveils 1H03 Financial Results
-------------------------------------------------
Mitsubishi Motors Corporation (MMC) announced Tuesday its
consolidated results for the half-year ended September 30, 2003,
and presented its full-year forecast for fiscal year 2003.
FIRST-HALF FY 2003
During the first half of fiscal 2003, unit sales, net sales and
operating results in all regions except North America improved
against last year's figures. Operating losses in Japan were
reduced year-on-year while European operations turned positive
for the first time in MMC's history. Profits in Asia and the
rest of the world increased again. The operating result in North
America turned negative due to weaker retail and net sales
coupled with higher incentive costs and high credit loss
provisions taken by the company's U.S. financing unit Mitsubishi
Motors Credit of America, Inc. (MMCA) in the first half of
fiscal 2003.
Worldwide unit sales in the first half of fiscal 2003 rose by
10,000 from the same period a year ago to 773,000 units.
Consolidated net sales decreased slightly from 1.276 trillion
yen to 1.207 trillion yen (US$10.85 billion, euro 9.34 billion)*
this period. MMC reported an overall operating loss of 76.4
billion yen (US$687 million, euro 591 million) (+21.5 billion
yen in FY02/1H). This figure includes charges in the U.S. for
credit loss provisions of 50.6 billion yen (US$454 million, euro
392 million). These charges are also reflected in the ordinary
result of -85.8 billion yen (US$ -771 million, euro -664
million) (+18.9 billion yen in FY02/1H).
The net result stood at -80.2 billion yen (US$ -721 million,
euro -621 million) (+6.6 billion yen in FY02/1H). The net result
also includes 2.5 billion yen (US$22 million, euro 19 million)
related to the company's 42 percent participation in Mitsubishi
Fuso Truck & Bus Corporation (MFTBC), which was spun-off from
MMC in January 2003.
"We have made significant progress and improved results in each
region except North America," said MMC President and CEO Rolf
Eckrodt. "This year's negative result for North America will
delay but not derail our company's path to profitable growth in
the future."
"Aggressive countermeasures to correct the current business
situation in North America are being implemented by the new
management," Eckrodt continued. "We have launched a
comprehensive business review to ensure a quick return to
profitability in this region and thus worldwide."
FULL-YEAR 2003 OUTLOOK
For the second half of fiscal 2003, MMC expects the North
American operations to become profitable again. Overall, MMC
foresees an operating profit of 31 billion yen (US$279 million,
euro 240 million) worldwide for the second half of fiscal 2003.
Despite this return to overall profitability in the second half
of fiscal 2003, MMC expects an operating loss of 45 billion yen
(US$404 million, euro 348 million) and an ordinary result of -62
billion yen (US$ -557 million, euro -480 million) for the full
fiscal year after recognizing high credit loss provisions in
North America during the first half of the year. Net income is
expected at -11 billion yen (US$ -99 million, euro -85 million).
This forecast takes into account recent trends in foreign
exchange markets. MMC has adjusted its assumption for the
yen/dollar rate in the second half of fiscal 2003 from 120 yen
per dollar to 110 yen while keeping the yen/euro assumption
unchanged at 125 yen per euro. Net sales for the full fiscal
year 2003 are forecasted at 2.60 trillion yen (US$23.37 billion,
euro 20.13 billion), compared to 2.74 trillion yen in fiscal
2002.
FY 2003 FIRST-HALF RESULTS AND FULL-YEAR OUTLOOK BY REGION
Worldwide unit sales in the second half of fiscal 2003 are
expected to grow by 27,000 against the second half of fiscal
2002 to a total of 807,000 units. For the full fiscal year 2003,
MMC expects worldwide unit sales to reach 1,580,000 units, an
increase of 37,000 units or 2.4 percent over fiscal 2002.
JAPAN
Unit sales in Japan during the first half of fiscal 2003
increased by 8,000 units year-on-year to 171,000 units. This
marked the first increase over a six-month-period for 4 years,
mainly driven by higher passenger car sales of the new Colt
compact and Grandis minivan. For the full year, MMC forecasts
unit sales of 355,000 units versus 354,000 in fiscal 2002.
Operating losses for the full fiscal year are expected at 40.0
billion yen (US$360 million, euro 31 million), a significant
improvement over FY02 (-66.8 billion yen).
NORTH AMERICA
North American unit sales declined by 15 percent from 177,000
units in the first half of fiscal 2002 to 150,000 units during
this year's first half. The main reason for this development in
an overall difficult market was a tightening of the company's
credit policies in the U.S. Unit sales for the full year are
expected at 320,000 units (against 343,000 units in fiscal
2002), backed among others by strong sales of the all-new Galant
launched in November 2003 and the first full-year of sales in
Canada and Mexico.
While North America showed an operating loss of 104.0 billion
yen (US$935 million, euro 805 million) in the first half of
fiscal 2003, MMC expects to return to an operating profit of 4.0
billion yen (US$36 million, euro 31 million) in this region
during the second half of fiscal 2003. The main factors behind
the low first-half year result - other than reduced retail sales
- were one-time effects, i.e. the impact of stock reduction and
high credit loss provisions. Both factors are not expected to
continue in the second-half of fiscal 2003 after the
implementation of various countermeasures over the last few
months. U.S. dealer inventories have been reduced from 91,000 to
54,000 units between April and September. The ratio of special
credit instruments (balloon, deferred loans) has been reduced
from 62 percent in September 2002 to 1 percent in September
2003. As a further countermeasure to ensure profitability, MMC
has suspended the planned expansion of its U.S. manufacturing
facility in Normal, Illinois, until market conditions and
product needs change.
EUROPE
After a continued decline in sales since 1999, European unit
sales raised again during the first half of fiscal 2003 to
104,000 units. Over the full year, MMC expects unit sales at
205,000 units, an increase of 5,000 units over fiscal 2002. This
forecasted sales increase in a difficult overall market is based
on better-than-expected sales of the recently launched
Outlander, Lancer and Lancer Wagon and the company's strong
market position in the rapidly growing Eastern European market.
Operating profit for the full fiscal year is expected at 25
billion yen (US$224 million, euro 193 million), a massive
improvement of more than 45 billion yen (US$404 million, euro
348 million) against fiscal 2002 (-20.4 billion yen) and the
first year in the history of Mitsubishi Motors to be profitable
in the European market.
ASIA AND REST OF THE WORLD
MMC continued to expand its strong Asian position by raising
unit sales in Asia and the rest of the world from 322,000 units
in the first half of fiscal year 2002 to 348,000 units in the
same period this year. Sales growth was especially strong in
China, where 72,000 MMC derived vehicles were sold between April
and September this year - for the full year the company expects
this figure to rise to 150,000 units. Overall unit sales in Asia
and the rest of the world for fiscal 2003 are expected at
700,000 units, an 8 percent increase over fiscal 2002.
MMC forecasts operating profit in Asia and the rest of the world
during the full fiscal year to be 70 billion yen (US$629
million, euro 541 million), a slight increase over fiscal year
2002 (+69.6 billion yen) and the best-ever result for the
company in this region.
* US dollar and euro amounts are translated from yen for
convenience only at the rates of 111.25 yen/dollar and 129.19
yen/euro, the exchange rates prevailing on September 30, 2003.
NIPPON TELEGRAPH: Launches NTT Resonant Next Month
--------------------------------------------------
Nippon Telegraph and Telephone Corporation (NTT) announced its
'Vision for a new optical generation--Broadband leading to the
world of resonant communication' last November and have been
engaged in various initiatives for the realization of this
vision. As part of this effort, a new Company, NTT Resonant Inc.
will be established in December 2003 with the dual mission of
developing new broadband markets and contributing to the e-Japan
Strategy II.
As the NTT Group's principal engine in the area of broadband
businesses, NTT Resonant Inc. will function as a leading
developer of services, such as high-quality interactive video
communications services featuring superior usability. These
services will be marketed through the NTT Group of companies.
Additionally, NTT Resonant Inc. will be actively engaged in the
development of new applications and new business models based on
the organic linkage of video communications services and
platform functions, including development in collaboration with
other companies. As a navigator for video communications, the
new Company will pursue the development of new broadband portals
by upgrading conventional portals with agent functions, video
search functions, content delivery functions, and other
functions.
For this purpose, the development resources of NTT Laboratories
and those of the NTT Group companies will be concentrated in NTT
Resonant Inc. Furthermore, NTT-X Inc. and NTT Broadband
Initiative Inc. will be merged with the new Company through the
transfer of operations.
1. Outline of the new Company
Name: Corporate title: NTT Resonant Inc.
President & CEO: Michio Takeuchi (planned)
Capitalization: Approx. 20 billion yen
Capital structure: 100 percent owned by NTT
Employees: Approx. 600 (following merger)
Business areas:
Development of video communications services
Development of broadband portals services
Development of new business models including collaboration with
other companies
Schedule: Establishment: December 2003
Transfer of operations: March 2004
2. Business areas of the new Company
Targeting businesses, communities and individual customers, the
new Company will utilize state-of-the-art technologies to
develop a line of low-cost products featuring video
communications services, broadband portals and packages of such
services designed to meet specific needs.
(1) Development of video communications services
- Enabling personal, real-time end-to-end communications through
the development of high-quality and high-performance video
communications services and integration with mobile services.
- Developing package services with high value in use that go
beyond TV-phone type video communications to include
combinations of applications such as schedulers and those for
collaboration.
- Enabling superior usability through the development of such
functions as real-time audio or video notice of incoming
messages and tools for one-click access to various types of
video communications and broadband portal services.
(2) Development of broadband portals
- Providing a wide range of services based on 'goo' as the NTT
Group's comprehensive broadband portal, which collaborates with
the websites of NTT Group companies.
- Developing broadband portals which enable simple selection of
receiving parties in video communications and easy selection of
applications and contents based on user preferences and
properties, through the addition of agent functions and video
search functions. Providing user-friendly services combined with
video communications.
(3) Development of new business models through collaboration
with other companies
- Developing collaboration work, e-learning and other
application packages based on video communications and broadband
portals, strengthening collaborative relations with businesses,
communities and others for active development of new business
models in such fields as education, life-long learning, medical
services, long-term care, entertainment, crime prevention and
product marketing, and contributing to realization of an
energetic, worry-free, exciting and more convenient society as
described in the e-Japan Strategy II.
3. Provision of services
(1) Diversification of services of NTT Group companies
- The NTT Group companies will provide customers with one-step
access at reasonable rates, while giving due consideration to
fair competition. They will provide video communications
services and broadband portals offered by the new Company as
their own services or as package services by combining them with
their own applications to meet the diverse needs of users.
(2) Development of services
- In the area of broadband portals, the functions of 'goo' will
be expanded at an early date and linkages with various sites
will be strengthened and upgraded.
- Through broadband, we will create a basic ubiquitous
environment that enables communications anytime, anywhere. In
spring 2004, the NTT Group plans to launch services linking the
3G mobile networks and fixed IP terminals and to enhance
multiple-location and concealment functions for WarpVision. In
the future, we will combine these video communications services
with various applications and broadband portals to develop new
services. These services will include collaboration work and e-
learning that allow various modes for participation and the
sharing of information. Monitoring and consulting that link 3G
mobile services and PCs will also be offered.
- Beginning with best-effort base services, video communications
services will be steadily expanded toward high-quality and high-
security services. While testing new technologies and monitoring
trends in demand, the Company will aim to launch high-quality
services in the major metropolitan areas beginning in the second
half of fiscal 2004 and to thereafter gradually expand the area
of coverage.
For more information, please contact:
Broadband Promotion Office, NTT
(Oki or Sugawara)
Tel: +81-3-5205-5631
NIPPON TELEGRAPH: Unveils Business Results, Financial Condition
---------------------------------------------------------------
Nippon Telegraph and Telephone Co. (NTT) announced that during
the half-year ended September 30, 2003, while employment
conditions remained severe, there were signs of a mild recovery
in the Japanese Economy in certain areas such as corporate
earnings and capital investment, a Company statement said.
Major changes are occurring in the telecommunications market
environment along with the rapid advance of broadband
communications. The wider adoption of ADSL services remained the
main driver of broadband market growth. Fiber optics access
services, which are the mainstay of broadband services, are also
steadily spreading amid intensified competition with electric
power companies and other new providers.
While the mobile communications market saw a slowdown in new
subscriptions, this sector is becoming more sophisticated and
diversified amid mounting competition for mobile multimedia
services such as video clip transmission. The market for
conventional fixed-line telephone services continues to shrink
with the growth in fixed-rate connections services and IP
telephony.
Amid these conditions, the NTT Group actively implemented
measures based on the NTT Group Three-Year Business Plan (fiscal
years 2003-2005) in order to rapidly realize the new fiber
optics resonant communications environment called for in its
'Vision for a New Optical Generation.' NTT positioned ultra
high-speed, interactive fiber-optic access services, which
provide superior stability, as the core of its broadband access
offerings and made every possible effort to increase sales by
reducing fees, strategically improving facilities, and
minimizing lead-time. At the same time, the NTT Group worked at
expanding sales of the third-generation FOMA mobile
communications system by expanding the coverage areas and
upgrading terminal functions. The Group also continued to
steadily implement structural reform efforts, further boost
operating efficiency, and develop new businesses.
As a result of these activities, NTT's consolidated results for
the half-year ended September 30, 2003 were as follows.
Operating revenues amounted to 5,412.4 billion yen (an increase
of 0.8 percent from the same period of the prior year). Income
before income taxes was 842.7 billion yen (an increase of 9.5
percent from the same period of the prior year) and net income
amounted to 383.6 billion yen (net income in the same period of
the prior year was 33.2 billion yen).
During the half-year under review, NTT DoCoMo publicly
repurchased its own shares and NTT sold 698,000 NTT DoCoMo's
shares, worth 189.8 billion yen, to NTT DoCoMo. As a result of
this sale, NTT reduced its ownership ratio of NTT DoCoMo's
voting shares from 63.0 percent to 62.5 percent.
Additionally, in accordance with a resolution passed at NTT's
18th general shareholders meeting held on June 27, 2003
authorizing NTT to repurchase up to 200,000 of its own shares at
a cost of up to 100 billion yen, in October 2003 NTT repurchased
118,524 of its own shares at a cost of 62.5 billion yen.
The business results of the principal companies of the NTT Group
during the half-year ended September 30, 2003 were as follows.
(Nippon Telegraph and Telephone Corporation (Holding Company))
During the term under review, NTT established a new NTT Group
Three-Year Business Plan (fiscal years 2003-2005) to respond
more precisely to market changes, and otherwise actively worked
to maintain sound Group Company management. NTT received total
payments of 10.4 billion yen from the Group companies (a
decrease of 4.8 percent from the same period of the prior year)
for these management services.
NTT also vigorously implemented basic research and development
initiatives. It improved its 'comprehensive Group production
function' in planning and implementing commercialization of
basic technology and conducted diverse telecommunications
infrastructure research and development, including working on
technology that makes possible real-time, bi-directional
communications of TV-quality images by implementing a PC
connected to an optical broadband environment and peripheral
equipment such as digital cameras and microphones. In the period
under review, NTT earned 73.4 billion yen (a decrease of 19.8
percent from the same period of the prior year) in basic
research and development revenues. During the half-year, NTT
also earned a total of 54.5 billion yen in dividend income from
its Group companies (dividend income from Group companies in the
same period of the prior year was 10.2 billion yen).
As a results of these activities, NTT's consolidated operating
revenues for the half-year ended September 30, 2003 amounted to
141.5 billion yen (an increase of 22.2 percent from the same
period of the prior year) and recurring profit amounted to 73.0
billion yen (an increase of 122.7 percent from the same period
of the prior year). NTT's net income amounted to 229.9 billion
yen (an increase of 118.2 percent from the same period of the
prior year) due to the registering of revenues from the sale of
NTT DoCoMo shares as extraordinary profits of 189.5 billion yen.
(Nippon Telegraph and Telephone East Corporation and Nippon
Telegraph and Telephone West Corporation)
During the half-year under review, NTT East and NTT West
continued working actively to expand broadband services and
improve management efficiency.
In broadband services, NTT East and NTT West strove to increase
'B FLET'S' fiber optics Internet access services sales by
lowering fees, strategically improving facilities in areas of
intensive demand, and reducing the time required for
installation works. The two companies also worked to make their
'FLET'S ADSL' services more competitive by implementing various
price reductions, expanding the support services menu, and
offering a new menu featuring maximum download speeds of up to
24Mbps. What is more, NTT East and NTT West also expanded their
regional IP networks (inter-prefectural connections within their
respective service areas) to cover their entire service areas,
and devised means to enhance the user convenience of their
various FLET'S services.
Turning to efforts to improve management efficiency, NTT East
and NTT West continued to further implement thoroughgoing cost-
reduction measures, to expand the range of works entrusted to
the Group's regional outsourcing companies, and to otherwise
advance their structural reforms.
Despite these management efforts, intensified competition and
the shrinking fixed-line market limited the results. The
operating revenues at NTT East amounted to 1,113.7 billion yen
(a decrease of 5.0 percent from the same period of the prior
year), and the operating revenues at NTT West amounted to
1,060.9 billion yen (a decrease of 3.9 percent from the same
period of prior year).
(NTT Communications Corporation)
During the half-year under review, NTT Communications actively
worked to increase OCN service sales by expanding the OCN
service line-up based on the 'CoDen' concept of offering diverse
solutions tailored to the needs of individuals. NTT
Communications also worked to reinforce its competitiveness by
incorporating the IP telephone 'OCN.Phone' as a standard set in
its OCN ADSL services package.
NTT Communications also actively advanced the global development
of its IP services by launching a new ' Global IP-VPN Solutions
Package', which facilitates the construction of highly reliable
private networks across 124 countries, taking advantage of the
Company's vast IP networks in the U.S., Europe, and Asia.
Despite these diverse management efforts, the heightened
industry competition and the contraction of the fixed-line
market affected earnings. For the half-year ended September 30,
2003, NTT Communications' operating revenues amounted to 535.2
billion yen (a decrease of 7.0 percent from the same period of
the prior year).
(NTT DATA Corporation)
During the half-year under review, NTT DATA further reduced
costs to boost its competitiveness in the systems integration
field. For existing systems clients, the Company continued
striving to provide stable services, support system updates,
expand functions, and develop peripheral works. NTT DATA has
also actively worked to increase its electronic government-
related business by developing and improving core systems, such
as those for electronic application filings and electronic
bidding tenders.
Meanwhile, NTT DATA together with its customer firms or through
mergers and acquisitions has developed new markets by promoting
the 'IT Partner Business' and the 'Service Provider Business.' .
'IT Partner Business' develops businesses centered around IT.
'Service Provider Business' offers the ideal information network
services to individual customers.
As a result of these efforts, NTT DATA's consolidated operating
revenues amounted to 357.3 billion yen (a decrease of 5.7
percent from the same period of the prior year).
(NTT DoCoMo, Inc.)
During the half-year ended September 30, 2003, NTT DoCoMo strove
to increase the number of subscribers by expanding its 'FOMA'
service area, and by offering new terminals that are compatible
with 'i-motion mail' and 'video telephone services'. NTT DoCoMo
also worked to promote wider use of its 'i-mode' services by
installing terminal software that allows a wide variety of
animated expressions on the 'i-mode' site, and
by improving the functions of terminal liquid crystal displays
and cameras.
In line with efforts to build up its global operations, NTT
DoCoMo's Spanish business partner began offering 'i-mode'
services for mobile phones from this June.
As a result of these efforts, NTT DoCoMo's consolidated
operating revenues for the half-year under review amounted to
2,535.9 billion yen (an increase of 6.4 percent from the prior
year).
(2) FINANCIAL CONDITIONS
Cash flows provided by operating activities for the current
half-year amounted to 1,504.4 billion yen (an increase of 900.5
billion yen, or 149.1 percent from the same period of the prior
year) resulting from net income and depreciation and
amortization costs. Cash flows used in investing activities
amounted to 992.4 billion yen (a decrease of 75.7 billion yen,
or 7.1 percent from the same period of the prior year) due to
acquisition of property, plant, and equipment. Cash flows used
in financing activities reached 363.5 billion yen resulting from
repayment of debt (341.5 billion yen was provided in the same
period of the prior year). As a result, cash and cash
equivalents at the end of the current half-year increased by
148.4 billion yen (11.3 percent), to 1,461.5 billion yen.
(3) PROJECTIONS FOR THE FULL FISCAL YEAR (ENDING MARCH 31, 2004)
While the developments in the U.S. economy and the foreign
exchange trends remain uncertain, the Japanese economy is
expected to continue recovering in the coming months, centered
on the corporate sector.
In the telecommunications field, broadband (which transmits huge
volumes of data at high speed) and ubiquitous communications
(which facilitates data exchange regardless of place or time)
continue to spread rapidly amid fierce competition among
providers following diverse business models. Meanwhile, there
are growing expectations that IT applications will help to
transform Japan's socioeconomic systems, following the adoption
of the 'e-Japan Strategy II' by the government's IT Strategic
Headquarters.
Under these conditions, in order to realize rapidly a resonant
communications environment and pioneer the new broadband market,
the NTT Group is planning to establish NTT Resonant Incorporated
in this December. By concentrating its management resources
centered around this new Company, the NTT Group is going to
exercise leadership in developing high quality interactive video
communications services and high-performance broadband portal
services. The NTT Group also continues to reinforce its service-
provision structure in cooperation with its Group companies to
create new demand and expand its revenue. In addition, in the
area of broadband services, the Group continues to work
diligently to expand sales of fiber optics access services,
which in the wireless arena, it is vigorously spreading the use
of 'FOMA' services.
Moreover, NTT intends to realize the resonant communications
environments and use the fruits of our research and development
initiatives to contribute to resolving energy and environmental
issues as well as social problems such as declining birthrates,
the aging of society, and insufficient employment opportunities.
NTT will continue advancing its structural reforms, improving
operating efficiency, and expanding into new business fields.
NTT will advance a Group management that makes the best possible
use of the advantages of the holding Company system via an agile
and flexible allocation of the Group's overall management
resources. At the same time, NTT will devote itself to the
creation of the basic technologies required to support a
resonant communications environment.
Through these activities, the NTT Group will reinforce its
management foundations by pioneering the development of new
markets, and otherwise striving to maximize the Group's
enterprise value.
NTT's consolidated projections for the full fiscal year ending
March 31, 2004 are as follows. Operating revenues are projected
to reach 11,040.0 billion yen (an increase of 1.1 percent from
the same period of the prior year). Income before income taxes
is projected to amount to 1,412.0 billion yen (an increase of
0.5 percent from the same period of the prior year), while net
income is expected to reach 582.0 billion yen.
NTT expects to offer dividends of 5,000 yen per share of common
stock for the full fiscal year ending March 31, 2004.
RESONA HOLDINGS: Cutting Branches to 495
----------------------------------------
Resona Holdings Inc. plans to cut its branches to 495 from the
current 600 by March 2005 under a rehabilitation plan to be
announced this week, according to Reuters. Resona also aimed to
cut around 4,000 jobs to 15,000 by March 2005 to finish
restructuring two years ahead of schedule.
A report by national broadcaster NHK on Tuesday that the
government might sell its Resona stake to retrieve funds touched
off concerns about a glut of Resona shares, knocking down the
stock price by more than 10 percent. On Wednesday, shares in
Resona were up 4.38 percent at 143 yen as of 0050 GMT.
=========
K O R E A
=========
SK CORPORATION: Approves Debt-into-Equity Swap
----------------------------------------------
On October 26, 2003, the Board of Directors (BoD) of SK
Corporation approved the participation of rights offering by SK
Networks (Former SK Global) through 850 billion KRW debt-into-
equity swap, a Company statement said.
Therefore the workout plan for SK Network is all set for
implementation with 2.7 trillion KRW of capital injection,
including the amount of debt-into-equity by the creditors.
SK Corp.'s board of directors had approved 3 agendas
unanimously, which includes 850 billion KRW of debt-into-equity
swap, annulment of the service stations and confirmation of co-
operation for SK Networks work out program.
According to SK Corp.'s personnel, after in-depth discussions on
creditors' re-scheduling of SK Network's debt, SK Network's
effort for restructuring and various circumstantial factors, the
directors of SK corp. had agreed and acknowledged the fact that
debt-into-equity method was the optimal interest for SK Corp. in
terms of cash flow, liquidity and profit as well as on petroleum
business.
As a result, the analysis is that the uncertainties have
resolved and the risks with the debt-into-equity swap have
diminished.
Also, the directors have agreed to prevent these kinds of issues
from re-occurring by closely managing invested companies and to
enhance management control by the BoD.
On this BoD meeting, Mr. Doo-yul Hwang (Vice Chairman), Mr.
Chang-guen Kim (CEO), Mr. Jeong-joon Yu (CFO) who are the
internal directors and Professor Hueng-soo Park (Yonsei Univ.),
Jook-bong Ha (lawyer), Mr. Young-suk Han (lawyer), and Mr. Ho-
seo Park who are the external directors have attended. Total 7
out of 10 directors attended the meeting while Mr. Chang-guen
Kim made his presence but did not exercise his vote. Also, one
of the external director, Mr. Joong-hwan Kim submitted
resignation on 24th of October.
Additionally, SK Corp.'s personnel stated that, we would fully
explain the situation and seek for understanding of our
stakeholders including Sovereign Asset Management. If they
understand that the normalization of SK Networks is in-line with
SK Corp.'s interest, they will acknowledge that BoD made a fair
decision.
SK CORPORATION: Chairman Returns to Management After Arrest
-----------------------------------------------------------
Chairman Chey Tae-won of SK Corporation has returned to
management about eight months after his arrest for his role in
the window dressing of SK Group affiliates, reports the Yonhap
News.
Chey, who was sentenced to three years in prison on accounting
fraud and illegal stock trading charges in March and released on
bail on September 22, returned to duty last week after a month
of rest and a preparation period.
SK GROUP: FTC Fines US$25 Million For Unfair Trading Practices
--------------------------------------------------------------
The Fair Trade Commission ordered SK Group affiliates to pay 29
billion won (US$25,000,000) for unfair trading practices.
According to Bloomberg News, the Commission was investigating
six industrial groups for unfair trading practices like
"propping up loss-making units with the profits of successful
arms, fraudulent bookkeeping, corruption, and share-price
manipulation."
Approximately 32 billion won in fines were imposed on five of
the six industrial groups. SK Group affiliates garnered the
lion share of the fines. They plan to appeal the Commission's
ruling. (SK Global Bankruptcy News, Issue Number 6; October 10,
2003)
===============
M A L A Y S I A
===============
BERJAYA GROUP: EGM OKs Proposed Renewal of Shareholders' Mandate
----------------------------------------------------------------
The Board of Directors of Berjaya Group Berhad is pleased to
announce that all the following resolutions proposed at the
Company's Extraordinary General Meeting held on Monday, 10
November 2003 have been duly passed:
Ordinary Resolution
- Proposed Renewal of and new shareholders' mandate for
recurrent related party transactions of a revenue or trading
nature.
CHASE PERDANA: Conversion Listing Granted
-----------------------------------------
Kindly be advised that Chase Perdana Berhad's additional 17,000
new ordinary shares of RM1.00 each issued pursuant to the
Conversion Of 17,000 Redeemable Convertible Preference Shares
into 17,000 New Ordinary Shares (Conversion) will be granted
listing and quotation with effect from 9:00 a.m., Thursday, 13
November 2003.
The Troubled Company Reporter - Asia Pacific reported that Chase
Perdana provided an update on the status of its default in the
repayment of both the principal and interest of all credit
facilities granted by Financial Institutions.
Details can be found at
http://bankrupt.com/misc/TCRAP_Chase0707.xls.
MENTIGA CORPORATION: MOB Served Writ of Summon
----------------------------------------------
Mentiga Corporation Berhad wishes to announce that Malaysian
Oxygen Berhad (MOB) had on 6 November 2003 through its
solicitors, served on MCB a Writ of Summon No.: 7-52-22069-2003
obtained at the Mahkamah Sesyen Kuala Lumpur claiming the sum of
RM40,481,82 being payment for the goods sold and delivered,
rental of gas cylinders and cost of unreturned gas cylinders
together with cost of legal proceedings.
OLYMPIA INDUSTRIES: 22nd AGM Scheduled in December
-------------------------------------------------
The Board of Directors of Olympia Industries Berhad wishes to
announce that the Twenty-Second Annual General Meeting of OIB
will be held at Mahkota II, Ballroom Floor, Hotel Istana, 73
Jalan Raja Chulan, 50200 Kuala Lumpur on Tuesday, 2 December
2003 at 10:00 a.m.
Click http://bankrupt.com/misc/Olympia1113.pdfto see Notice of
Twenty-Second Annual General Meeting.
PARIT PERAK: Investigative Audit Time Completion Extended
---------------------------------------------------------
On 18 November 2002, Alliance Merchant Bank Berhad (Alliance)
had, on behalf of Parit Perak Holdings Berhad (Special
Administrators Appointed), announced that PPHB had formulated a
plan to regularize its financial condition as it is an "affected
listed issuer" under Practice Note No. 4/2001 issued by the
Kuala Lumpur Stock Exchange (KLSE) (PN4). The regularization
plan (hereinafter referred to as "the Proposals") have since
been approved by the Securities Commission (SC) vide its letters
dated 10 March 2003, 14 April 2003, 22 April 2003 and 5
September 2003, the Foreign Investment Committee vide its letter
dated 30 December 2002 and Pengurusan Danaharta Nasional Berhad
vide its letter dated 14 April 2003. The Proposals collectively
refers to:
* Proposed PPHB Acquisition;
* Proposed Liqua Acquisition;
* Proposed Buyback;
* Proposed Put and Call;
* Proposed Restricted Offer for Sale;
* Proposed Debt Settlement;
* Proposed Disposal;
* Proposed Placement;
* Proposed Transfer of Listing Status; and
* Proposed Waiver
One of the conditions stipulated by the SC in its letter dated
10 March 2003 for its approval of the Proposals is for PPHB to
appoint an independent audit firm (which is experienced in
investigative audit and must not be the current auditors of
PPHB) within two months from the date of the letter of approval
from the SC to conduct an investigative audit on PPHB's previous
losses. PPHB is also required to take necessary/relevant steps
to recover the said losses, which have been suffered by PPHB.
Based on the findings of the investigative audit, PPHB is to
report to the relevant authorities if there are any breaches of
any laws, rules, guidelines and/or memorandum and articles of
the Company involving members of the Board of Directors of the
Company and/or any other party that has caused the said losses
of PPHB. The investigative audit is to be completed within six
(6) months from the date of appointment of the independent audit
firm. Two copies of the said investigative audit report must be
made available to the SC after the completion of the
investigative audit.
As PPHB had appointed KPMG as its investigative auditor on 9 May
2003, the original deadline to complete the investigative audit
as stipulated under the SC's conditions is 9 November 2003. On
23 October 2003, Alliance had announced that it had, on behalf
of PPHB, sought the approval of the SC for an extension of time
of three (3) months from 9 November 2003 to 9 February 2004 for
the investigative audit to be completed.
Alliance now wishes to announce that the SC, vide its letter
dated 5 November 2003, has approved the above extension, as
sought for.
PERUSAHAAN OTOMOBIL: Inks Group Reorganization Agreements
---------------------------------------------------------
Perusahaan Otomobil Nasional Berhad (PROTON) refers to the
announcement dated 27 May 2003, 12 August 2003 and 29 October
2003 in relation to the Proposals, comprising:
ú Proposed Share Exchange;
ú Proposed Listing Transfer;
ú Proposed Group Reorganization; and
ú Proposed Exemptions.
Further to the above, Commerce International Merchant Bankers
Berhad, on behalf of the Board of Directors of PROTON, is
pleased to announce that PROTON had on 10 November 2003 entered
into the following agreements in conjunction with the Proposed
Group Reorganization:
(a) Marketing Division Reorganization Agreement between PROTON,
Proton Holdings Berhad (Proton Holdings) and Proton Marketing
Sdn Bhd (Proton Marketing) (a newly-incorporated wholly-owned
subsidiary of Proton Holdings), for the proposed disposal by
PROTON to Proton Marketing of the following:
(i) 20,000,000 ordinary shares of RM1.00 each representing
the entire equity interest in Proton Edar Sdn Bhd (PESB) for a
purchase consideration of RM808,568,136;
(ii) 5,000,000 ordinary shares of AUD1.00 each representing
the entire equity interest in Proton Cars (Australia) Pty Ltd
(PCA) for a purchase consideration of RM1;
(iii) 277,780 ordinary shares of œ1.00 each representing
55.56% equity interest in Proton Cars (Europe) Ltd (PCE) for a
purchase consideration of RM626,455;
(iv) 2,475 shares representing 99.00% equity interest in
Proton Cars Benelux NV (PCB) for a purchase consideration of
RM1;
(v) 2 ordinary shares of RM1.00 each representing the entire
equity interest in Lotus Cars Asia Pacific Sdn Bhd (LCAP) for a
purchase consideration of RM2;
(vi) 3,500,000 ordinary shares of œ1.00 each representing the
entire equity interest in Proton Cars (UK) Ltd ("PCUK") for a
purchase consideration of RM1;
(vii) 700,000 ordinary shares of RM1.00 each representing the
entire equity interest in Proton Corporation Sdn Bhd (P.CORP)
for a purchase consideration of 2,033,759;
(viii) 2 ordinary shares of RM1.00 each representing the
entire equity interest in Auto Compound & Distribution Sdn Bhd
(ACDC) for a purchase consideration of RM2; and
(ix) 8,800,000 ordinary shares of RM1.00 each representing
55.00% equity interest in Proton Parts Centre Sdn Bhd (PPCSB)
for a purchase consideration of RM70,892,336.
(The aforesaid shares to be acquired by Proton Marketing are
collectively referred to herein as the "Marketing Sale Shares")
(b) Property Division Reorganization Agreement between PROTON,
Proton Holdings and Proton Hartanah Sdn Bhd (Proton Hartanah) (a
newly-incorporated wholly-owned subsidiary of Proton Holdings)
for the proposed disposal by PROTON to Proton Marketing of the
following:
(i) 200,000 ordinary shares of RM1.00 each representing
40.00% equity interest in Proton City Development Corporation
Sdn Bhd (PCDC) for a purchase consideration of RM22,317,434; and
(ii) 5,000,000 ordinary shares of RM1.00 each representing
the entire equity interest in Proton Properties Sdn Bhd (PPSB)
for a purchase consideration of RM1.
(The aforesaid shares to be acquired by Proton Hartanah are
collectively referred to herein as the "Property Sale Shares")
Proton Marketing and Proton Hartanah are companies which were
newly incorporated on 28 July 2003 as private companies limited
by shares under the Companies Act 1965, both with issued and
paid-up share capital of RM2.00 comprising two (2) ordinary
shares of RM1.00 each. The principal activities of both Proton
Marketing and Proton Hartanah are that of investment holding.
Proton Marketing and Proton Hartanah are both wholly-owned
subsidiaries of Proton Holdings.
MARKETING DIVISION REORGANISATION AGREEMENT
Salient Terms of the Marketing Division Reorganization Agreement
(i) Purchase Consideration
Proton Marketing shall acquire the Marketing Sale Shares for a
total cash consideration of RM882,120,693, which shall be
settled in the following manner
(a) Proton Marketing shall deliver to PROTON on the Marketing
Completion Date (as defined in section 1.1(iii) below) a
promissory note for the value of RM882,120,693 (Marketing
Promissory Notes). The principal terms of the Marketing
Promissory Notes are set out in Table 1;
(b) Within five (5) business days from the Marketing
Completion Date, PROTON shall, subject to the availability of
distributable earnings and tax franking credits, declare the
distribution of the Marketing Promissory Notes by way of a
distribution in specie to Proton Holdings (Marketing
Distribution in Specie);
(c) Proton Marketing shall then settle the entire amount owed
by it under the Marketing Promissory Notes by the issuance of
redeemable preference shares in Proton Marketing (Marketing
RCPS) to Proton Holdings on a date falling five (5) business
days from the completion of the Marketing Distribution in
Specie, or such other date as may be mutually agreed upon by
Proton Marketing and Proton Holdings.
There shall be no other liabilities to be assumed by Proton
Marketing pursuant to the Marketing Division Reorganization
Agreement.
(ii) Conditions Precedent
The Marketing Division Reorganization Agreement is conditional
upon the fulfillment of the following conditions precedent:
(a) the approval of the Securities Commission (SC) being
obtained for the Proposed Exemptions;
(b) the approval of the Ministry of International Trade and
Industry (MITI) being obtained for the Proposed Group
Reorganization;
(c) the transfer of the listing status of PROTON on the Main
Board of the Kuala Lumpur Stock Exchange (KLSE) to Proton
Holdings, the admission of Proton Holdings to the Official List
of the KLSE, the listing and quotation for the entire issued and
paid-up share capital of Proton Holdings on the Main Board of
the KLSE and the simultaneous de-listing of the entire issued
and paid-up share capital of PROTON comprising 549,213,000
ordinary shares of RM1.00 each in PROTON from the Official List
of the KLSE;
(d) the approval of the shareholders of PROTON at an
extraordinary general meeting for the Proposed Group
Reorganization;
(e) where necessary, the approval of the shareholders of the
subsidiaries and other investee companies of PROTON which are
not wholly-owned by PROTON being obtained for the Proposed Group
Reorganization and/or Proposed Exemptions;
(f) PROTON being converted into a private limited company;
(g) the approval of the creditors of PROTON and/or its
subsidiaries and associated companies being obtained, if
required;
(h) the consent is given or is deemed to be given by, or on
behalf of, the Treasurer of the Commonwealth of Australia under
the Foreign Acquisitions and Takeovers Act 1975 for the
acquisition of the shares in PCA by Proton Marketing, either
unconditionally, or subject to conditions or requirements which
are acceptable to Proton Marketing; and
(i) the approval of the other relevant authorities or parties
being obtained, if required.
(iii) Completion Date
Completion of the Marketing Division Reorganization Agreement
shall take place at the offices of PROTON (or at such other
place as the parties may agree) on the Marketing Completion
Date. The Marketing Completion Date means the business day
immediately following the date the last of the conditions
precedent as stated in section 1.1(ii) above have been fulfilled
(or such later date as the parties may agree in writing).
(iv) Marketing Sale Shares To Be Acquired
The Marketing Sale Shares shall be acquired free from all
claims, charges, liens, options and other encumbrances
whatsoever, with all rights attaching thereto on and from the
date of the execution of the Marketing Division Reorganization
Agreement.
1.2 Basis of Arriving at the Purchase Consideration
The purchase considerations of the Marketing Sale Shares are
determined as follows:
(i) the purchase considerations for PCA, PCUK, PCB are at
RM1.00 respectively as these companies recorded net tangible
liabilities as at 31 March 2003;
(ii) the purchase consideration for PESB is based on the
proforma unaudited consolidated NTA of PESB, which is in turn
based on the respective audited accounts of PESB and its
subsidiaries as at 31 March 2003; and
(iii) the purchase consideration for PCE, LCAP, P.CORP, ACDC
and PPCSB are based on their respective net tangible assets
(NTA) as at 31 March 2003.
PROPERTY DIVISION REORGANISATION AGREEMENT
Salient Terms of the Property Division Reorganization Agreement
(i) Purchase Consideration
Proton Hartanah shall acquire the Property Sale Shares for a
total cash consideration of RM22,317,435, which shall be settled
in the following manner
(a) Proton Hartanah shall deliver to PROTON on the Property
Completion Date (as defined in section 2.1(iii) below) a letter
documenting the rights to the allotment of redeemable cumulative
preference shares (Hartanah RCPS) for the value of RM22,317,435
to be issued by Proton Hartanah to Proton Holdings (Hartanah
RCPS Rights Allotment Letter). The principal terms of the
Hartanah RCPS are set out in Table 2;
(b) Within five (5) business days from the Property
Completion Date, PROTON shall, subject to the availability of
distributable earnings and tax franking credits, declare the
distribution of the Hartanah RCPS Rights Allotment Letter by way
of a distribution in specie to Proton Holdings (Property
Distribution in Specie);
There shall be no other liabilities to be assumed by Proton
Hartanah pursuant to the Property Division Reorganization
Agreement.
Tables 1 and 2 can be seen at
http://bankrupt.com/misc/Proton1113.pdf.
(ii) Conditions Precedent
The Property Division Reorganization Agreement is conditional
upon the fulfillment of the following conditions precedent:
(a) the approval of the SC being obtained for the Proposed
Exemptions;
(b) the approval of the MITI being obtained for the Proposed
Group Reorganization;
(c) the transfer of the listing status of PROTON on the Main
Board of the KLSE to Proton Holdings, the admission of Proton
Holdings to the Official List of the KLSE, the listing and
quotation for the entire issued and paid-up share capital of
Proton Holdings on the Main Board of the KLSE and the
simultaneous de-listing of the entire issued and paid-up share
capital of PROTON comprising 549,213,000 ordinary shares of
RM1.00 each in PROTON from the Official List of the KLSE;
(d) the approval of the shareholders of PROTON at an
extraordinary general meeting for the Proposed Group
Reorganization;
(e) where necessary, the approval of the shareholders of the
subsidiaries and other investee companies of PROTON which are
not wholly-owned by PROTON being obtained for the Proposed Group
Reorganization and/or Proposed Exemptions;
(f) PROTON being converted into a private limited company;
(g) the approval of the creditors of PROTON and/or its
subsidiaries and associated companies being obtained, if
required;
the consent is given or is deemed to be given by, or on behalf
of, the Treasurer of the Commonwealth of Australia under the
Foreign Acquisitions and Takeovers Act 1975 for the acquisition
of the shares in PCA by Proton Marketing, either
unconditionally, or subject to conditions or requirements which
are acceptable to Proton Marketing; and
(h) the approval of the other relevant authorities or parties
being obtained, if required.
(iii) Completion Date
Completion of the Property Division Reorganization Agreement
shall take place at the offices of PROTON (or at such other
place as the parties may agree) on the Property Completion Date.
The Property Completion Date means the Business Day immediately
following the date the last of the conditions precedent as
stated in section 2.1(ii) above have been fulfilled (or such
later date as the parties may agree in writing).
(iv) Property Sale Shares To Be Acquired
The Property Sale Shares shall be acquired free from all claims,
charges, liens, options and other encumbrances whatsoever, with
all rights attaching thereto on and from the date of the
execution of the Property Division Reorganization Agreement.
Basis of Arriving at the Purchase Consideration
The purchase consideration for PCDC is based on its audited net
tangible assets as at 31 March 2003, whilst the purchase
consideration for PPSB is at RM1.00 as PPSB recorded a net
tangible liability as at 31 March 2003.
PROJEK LINTASAN: RAM Re-affirms RM60M RUF at P3
-----------------------------------------------
Rating Agency Malaysia Berhad (RAM) has reaffirmed the short-
term rating of P3 assigned to Projek Lintasan Kota Sdn Bhd's
(Prolintas) RM60.00 million Revolving Underwritten Facility
(1997/2007) (RUF). Prolintas is the concessionaire for the 7.4-
km Elevated Highway (or the Highway) that spans from Ampang town
and Ulu Klang to Jalan Sultan Ismail in the centre of Kuala
Lumpur. The Highway commenced tolling operations in June 2001.
The rating reflects the improved operational performance of the
Highway since the last rating review. In the first 6 months of
FYE 31 December 2003 (FY 2003), the average daily traffic (ADT)
volume on the Highway reached 40,105 vehicles, only 3.6% below
the Highway Planning Unit's (HPU) estimation of 41,619 vehicles.
Based on the current performance of the Highway, Prolintas'
traffic consultant believes that the actual ADT is poised to
surpass the HPU's forecast in FY 2004, 2 years earlier than the
Company's previous expectation, i.e. FY 2006.
Notwithstanding the above, the rating is moderated by Prolintas'
expected inability to meet the yearly interest payments of
RM20.60 million on its RM180.00 million Government Support Loan
1 (GSL 1), which are due every May between 2004 and 2007. Under
the terms and conditions of the RUF, a default on any of
Prolintas' financial obligations will result in the cancellation
of the facility. In August 2003, Prolintas submitted a proposal
to the Government to restructure the Company's various GSLs,
which includes converting GSL 1 to an interest-free loan instead
of paying the annual 8% interest currently charged, and to waive
all interest capitalized on the loan (since May 1999), which is
expected to reach RM86.61 million by 31 May 2004. Given that
Prolintas has about 7 months to come up with a viable solution
for its interest payments, we will be monitoring the situation
closely. RAM highlights that failure to address this issue by
end-March 2004 is likely to exert downward pressure on the
rating.
CONTACT INFORMATION: Wee Yee Tat
RAM Analyst
Tel: 03-7628 1767
E-mail: yeetat@ram.com.my
SOUTHERN PLASTIC: Issues Scheme Status Update
---------------------------------------------
Further to the letter dated 14th October 2003 in relation to the
Proposed Restructuring Scheme, Southern Plastic Holdings Berhad
appended below a report on the event that has taken place from
15th October 2003 to 31st October 2003.
1. KLSE letter Ref: KLSE/LC/PLCs S28 (29) dated 20th October
2003 was received regarding the Notice of Meeting on De-Listing
of Securities of SPHB.
2. On 23rd October 2003 a letter of appeal was sent by our
Advisors Kuala Lumpur City Securities Sdn. Bhd. (KLCS) to the
Securities Commission seeking an extension of 2 months to submit
the revised Restructuring Scheme.
3. On 28th October 2003 a request was made by KLCS requesting
for a meeting with the Listing Committee of KLSE to provide an
update on the developments of the Proposed Restructuring Scheme.
TECHNO ASIA: Changes Contact Details
------------------------------------
Techno Asia Holdings Berhad (Special Administrators Appointed)
wishes to announce that the telephone number at the registered
office situated at Unit 19-05, Menara Landmark, No. 12, Jalan
Ngee Heng, 80000 Johor Bahru, Johor will be changed from 07-223
8788 to 07-221 1288 with effect from 12 November 2003. The
Company's facsimile number 07-223 4788 remains unchanged.
Early this month, the Troubled Company Reporter - Asia Pacific
reported that the Company 2003 issued documents/notice in
relation to the Restructuring Scheme, such as Information
Circular and Notice of Books Closure Date.
UCP RESOURCES: Inks Supplemental Agreement With White Knight
------------------------------------------------------------
Reference is made to the announcements dated 29 October 2002, 31
December 2002 and 15 August 2003 in relation to the Proposed
Corporate and Debt Restructuring Scheme, involving:
* Proposed Share Exchange
* Proposed Debt Settlement
* Proposed Acquisitions
* Proposed Rights Issue
* Proposed Placement
* Proposed Transfer of Listing
* Proposed Liquidation
* Proposed Exemption
* Proposed Capitalization of GRSB Advances
* Proposed Disposal of GRSB Shares to JMR Consolidated
Holdings Sdn Bhd (formerly known as Synergy Harvest Sdn Bhd).
On 15 August 2003, Public Merchant Bank Berhad (PMBB) had, on
behalf of the Board of Directors of UCP Resources Berhad
(Board), announced certain revisions to the Proposed Corporate
and Debt Restructuring Scheme.
On 26 September 2003 and 13 October 2003, PMBB had, on behalf of
the Board, announced that the requisite approvals for the
revisions to the Proposed Corporate and Debt Restructuring
Scheme have been received from the Securities Commission, the
Ministry of International Trade and Industry and the Foreign
Investment Committee.
In this regard, PMBB, on behalf of the Board, is pleased to
announce that UCP had on 10 November 2003 entered into an
agreement with the White Knights to effect the following
revisions to the Proposed Corporate and Debt Restructuring
Scheme (Supplemental Principal Agreement):
(i) to revise the purchase consideration for certain
acquisitions as detailed below, following the SC's revisions:
(a) the revised purchase consideration for the Proposed
Acquisition of JMR is RM60,481,280; and
(b) the revised purchase consideration for the Proposed
Acquisition of LSC is RM4,319,486;
(ii) to abort the following proposals:
(a) the Proposed Acquisition of JWSB, Proposed Acquisition of
HSB, Proposed Acquisition of SASB and Proposed Acquisition of
MSB; and
(b) the Proposed Capitalization of GRSB Advances to JWSB,
Proposed Capitalization of GRSB Advances to HSB and Proposed
Capitalization of GRSB Advances to SASB;
(iii) to undertake the Proposed Acquisition of Kulim Land and
Proposed Acquisition of Simpang Empat Land; and
(iv) to revise the structure of the proposed disposal of
ordinary shares of RM1.00 each in GRSB (GRSB Shares) to JMR
Consolidated Holdings Sdn Bhd (formerly known as Synergy Harvest
Sdn Bhd) (JCH) which now involves the undertaking by HSB, SASB,
JWSB and the existing shareholders of RSB (save for Dynabricks
Sdn Bhd) to dispose off their entire shareholding in GRSB
comprising of 23,123,701 GRSB Shares to JCH, following the
revisions as outlined in subsections (ii) and (iii) above.
In addition to the Supplemental Principal Agreement and as an
integral part of the Proposed Corporate and Debt Restructuring
Scheme, GRSB had on 10 November 2003 entered into the following
agreements to effect the revisions to the Proposed Corporate and
Debt Restructuring Scheme as set out above:
(i) supplemental agreements with the following parties:
(a) JCH in relation to the Proposed Acquisition of JMR and
Proposed Acquisition of LLSB;
(b) PLB Land in relation to the Proposed Acquisition of LSC;
and
(c) the existing shareholders of RSB in relation to the
Proposed Acquisition of RSB; and
(ii) conditional sale and purchase agreements with the following
parties:
(a) JWSB for the Proposed Acquisition of Kulim Land; and
(b) HSB, SASB and MSB for the Proposed Acquisition of Simpang
Empat Land.
Consistent with the entering into the supplement agreements
above, JCH had on 10 November 2003 entered into supplemental
agreements with the respective vendors of JMR and LLSB in view
of the revisions to the Proposed Corporate and Debt
Restructuring Scheme as set out above.
=====================
P H I L I P P I N E S
=====================
BANK OF PULILAN: Issues Notice to Depositors
--------------------------------------------
Starting November 10, 2003, the Philippine Deposit Insurance
Corporation (PDIC) thru its duly authorized representatives
shall receive claims for insured deposits maintained with the
closed Rural Bank of Pulilan (Bulacan), Inc. Depositors are
requested to proceed directly to the premises of the said closed
bank from November 10 to December 18, 2003, to file claims for
insured deposits.
PDIC representatives are stationed at the premises of the closed
bank on the above-cited dates to accept claims and entertain
queries of depositors during office hours, Monday to Friday.
After the said dates, all depositors can file their claims
personally at the PDIC Office from Monday to Friday, 8 A.M. to 5
P.M., or by mail addressed to:
The Manager
Claims Processing Department
Philippine Deposit Insurance Corporation
2228 Chino Roces Avenue
1231 Makati City
Depositors are advised to present the following requirements to
the PDIC representatives when filing their claims:
a. Original evidence of deposit such as Savings Passbook and/or
Bank Statement and/or Certificate of Time Deposits.
b. Valid identification documents (ID) bearing the depositor's
signature.
Other documents maybe required by the PDIC representatives in
the course of their processing of claims filed.
4. Pursuant to the provision of R.A. 3591, as amended, the
prescriptive date (last day) for filing of claims for insured
deposits in the closed Rural Bank of Pulilan (Bulacan) is on
March 26, 2005. After March 26, 2005, PDIC as insurer shall no
longer accept any claim for insured deposits maintained with the
said closed bank.
ISLAND SAVINGS: Releases Notice to Creditors
--------------------------------------------
Please take notice that on July 22, 2003, the Honorable Court,
Regional Trial Court of Pasay City, Branch 112, approved the
Final Project of Distribution of the Assets of Island Savings
Bank (ISB). Check payments for approved claims will be released
starting November 5, 2003 from Monday to Friday, 8 A.M. to 5
P.M. at the Claims Settlement Department, 6th Floor of SSS -
Makati Building, Ayala Avenue corner V. A. Rufino Street, Makati
City. Creditors are advised to submit the requirements when
claiming for payment.
For inquiries and assistance, creditors/claimants may contact
Ms. Virginia C. Ciriaco at telephone nos. (02) 841-4770 or 841-
4763.
Philippine Deposit Insurance Corporation
LIQUIDATOR
MUSIC CORPORATION: Third Quarter Orders Reach Php128M
-----------------------------------------------------
Music Corporation said new orders in the third quarter totaled
128 million pesos, up 124.5 percent from 57 million pesos a year
earlier. However, despite the orders improvement, the Company
remains cautious due to continuing lack of longer-term purchase
orders, BPI Securities reports.
The Company also reported it has reduced its capital deficiency
to 102 million pesos as of end-September from 344 million pesos
at end-December 2002.
Music Corporation expects to post a net profit of 70 million
from October 2003 to end-June 2004, which will help reduce its
deficiency to 32 million from operations improvement alone. The
Company will ask shareholders in a December 17 meeting to
approve its planned increase in capital and to issue new shares
to raise between 60 million pesos to 90 pesos million.
MUSIC CORPORATION: Unveils Board Meeting Results
------------------------------------------------
Lawyers Soo Gutierrez Leogardo & Lee writes on behalf of Music
Corporation (MUSX) and announced the results of the Board of
Directors (BoD) Meeting as follows:
THE BOARD OF DIRECTORS
1. Approved the filing of Music Corporation's SEC Form 17-Q for
the third quarter; and
2. Appointed Mr. Andrew D. Alcid, independent Director, as an
additional member of the Compensation Committee of the Board of
Directors.
3RD QUARTER SALES ORDER
Management reported that new orders from customers for the 3rd
quarter 2003 totaled 128 million pesos. This represents a
significant jump when compared against 3rd quarter 2002 figure
of 57 million pesos, as well as the 2nd quarter, 2003; 62
million pesos.
In spite of this, Management remains extremely cautious due to
continuing lack of visibility in the market, evidence by
customers' unwilling to place longer-term purchase orders.
CAPITAL DEFICIENCY
At the same meeting, Management reported that the Company has
made significant progress in reducing its capital deficiency
from 344 million pesos as at 31 December 2002 to 102 million
pesos as at 30 September 2003.
Management reviewed with the Board of Directors its financial
forecast, which shows that net profits for the nine month period
from 01 October 2003 to 30 June 2004 will be approximately 70
million pesos, thus reducing the deficiency as at 30 June 2004
to 32 million pesos from operations alone.
In addition, at the scheduled 17 December 2003 meeting of the
stockholders, the Company is seeking approval to increase
capital, following quasi-reorganization, and to issue new shares
to raise between 60 million pesos to 90 million pesos. The fund
raising exercise, along with continuing profitability will allow
the Company to return to capital surplus by 30 June 2004.
For more information, go to
http://www.pse.org.ph/html/disclosure/pdf/dc2003_3613_MUSX.pdf.
=================
S I N G A P O R E
=================
CHARTERED SEMICONDUCTOR: Shares Down 11% on Tuesday
---------------------------------------------------
Chartered Semiconductor Manufacturing dropped 11 percent, or
S$0.18, to S$1.53, the lowest level since October 2, despite the
Company dismissing further fund-raising rumors, Dow Jones
reports. Traders said investors were concerned that Chartered
might also sell shares through a placement after Neptune Orient
Line's announcement on Monday.
FLEXTRONICS INTERNATIONAL: Accountant Reviews Balance Sheet
-----------------------------------------------------------
Deloitte & Touche LLP issued a notice to the Board of Directors
and shareholders of Flextronics International Ltd. as follows:
We have reviewed the accompanying condensed consolidated balance
sheet of Flextronics and subsidiaries as of September 30, 2003,
and the related condensed consolidated statements of operations
for the three and six month periods ended September 30, 2003 and
2002 and of cash flows for the six-month periods ended September
30, 2003 and 2002. These interim financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A
review of interim financial information consists principally of
applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the
United States of America, the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material
modifications that should be made to such condensed consolidated
interim financial statements for them to be in conformity with
accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing
standards generally accepted in the United States of America,
the consolidated balance sheet of the Company as of March, 31,
2003 and the related consolidated statements of operations,
stockholders' equity, and cash flow for the year then ended (not
presented herein); and in our report dated April 21, 2003 (May
5, 2003 as to a subsequent event), we expressed an unqualified
opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of March 31, 2003 is fairly
stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
November 5, 2003
FLEXTRONICS INTERNATIONAL: Issues Restructuring Update
------------------------------------------------------
In a disclosure to the Securities and Exchange Commission,
Flextronics International Ltd. issued a notice with regards to
its restructuring and other charges as follows:
FISCAL 2004
The Company accounts for costs associated with restructuring
activities initiated after December 31, 2002 in accordance with
SFAS No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities." SFAS No. 146 supersedes previous
accounting guidance, principally Emerging Issues Task Force
Issue (EITF) No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an
Activity." SFAS No. 146 requires that the liability for costs
associated with an exit or disposal activity be recognized when
the liability is incurred.
As a result of strategic decisions to optimize the operating
efficiencies provided by the Company's global presence and to
reduce its workforce and manufacturing capacity, the Company
approved plans during the first half of fiscal 2004 to exit
certain activities and involuntarily terminate employees.
Accordingly, the Company recognized restructuring charges of
approximately $387.4 million during the six months ended
September 30, 2003, related to the closure and consolidation of,
and impairment of certain long-lived assets at various
manufacturing facilities. As further discussed below, $308.8
million and $42.4 million of the charge were classified as a
component of cost of sales in the first and second quarters of
fiscal 2004, respectively.
Restructuring charges recorded during the six months ended
September 30, 2003 by reportable geographic regions were as
follows: Americas, $136.9 million; Asia, $111.3 million; and
Europe, $139.2 million.
The Company currently anticipates that the facility closures and
activities to which all of these charges relate will be
substantially completed within one year of the commitment dates
of the respective exit plans, except for certain long-term
contractual obligations.
The components of the restructuring charges recorded during the
first and second quarters of fiscal 2004 were as follows (in
thousands):
First Quarter Second Quarter Total
Charges Charges Charges
Restructuring charges:
Severance $11,891 $20,075 $31,966 cash
Long-lived
asset impairment 290,572 19,521 310,093 non-cash
Exit costs 24,645 20,656 45,301 cash/non-cash
Total restructuring charges $327,108 $60,252 $387,360
During the six months ended September 30, 2003, the Company
recorded approximately $32.0 million of employee termination
costs associated with the involuntary terminations of
approximately 2,400 employees in connection with the various
facility closures and consolidations. As of September 30, 2003,
approximately 1,500 employees had been terminated, and the
remaining 900 employees have been notified that they are to be
terminated upon completion of the various facility closures and
consolidations. Approximately $8.2 million and $13.7 million of
the charges were classified as a component of cost of sales in
the first and second quarters of fiscal 2004.
During the six months ended September 30, 2003, the Company also
recorded approximately $310.1 million for the write-down of
property, plant and equipment from their carrying value of
$385.0 million. Approximately $282.1 million and $14.7 million
of this amount were classified as a component of cost of sales
during the first and second quarters of fiscal 2004,
respectively. Certain assets will be held for use and remain in
service until their anticipated disposal dates. For assets being
held for use, impairment is measured as the amount by which the
carrying amount exceeds the fair value of the asset. This
calculation is measured at the asset group level which is the
lowest level for which there are identifiable cash flows. The
fair value of assets held for use was determined based on
projected discounted cash flows of the asset plus salvage value.
Certain other assets will be held for disposal, as these assets
are no longer required in operations. Assets held for disposal
are no longer being depreciated. For assets being held for
disposal, an impairment loss is recognized if the carrying
amount of the asset exceeds its fair value less cost to sell.
LIAN CHEONG: Issues Winding Up Order Notice
-------------------------------------------
Lian Cheong Timber Merchant Pte Ltd. issued a notice of winding
up order made on the 31st day of October 2003.
Name and address of Liquidator: The Official Receiver
Insolvency & Public Trustee's Office
The Ura Centre (East Wing)
45 Maxwell Road #06-11
Singapore 069118.
Messrs CHRISTOPHER YAP & CO.
Solicitors for the Petitioner.
MULTI-CHEM LIMITED: Post Notice of Shareholder's Interest
---------------------------------------------------------
Multi-chem Limited issued a notice of changes in Director/
substantial shareholder Han Juat Hoon's interest:
Date of notice to company: 11 Nov 2003
Date of change of interest: 11 Nov 2003
Name of registered holder: Foo Suan Sai
Circumstance(s) giving rise to the interest: Open market
purchase
Information relating to shares held in the name of the
registered holder:
No. of shares, which are the subject of the transaction: 162,000
% of issued share capital: 0.0517
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: 0.2250
No. of shares held before the transaction: 117,208,500
% of issued share capital: 37.389
No. of shares held after the transaction: 117,370,500
% of issued share capital: 37.44
Holdings of Director including direct and deemed interest
Deemed Direct
No. of shares held before the transaction:117,208,500 86,104,500
% of issued share capital: 37.389 27.467
No. of shares held after the transaction: 117,370,500 86,104,500
% of issued share capital: 37.44 27.467
Total shares: 117,370,500 86,104,500
No. of Warrants
No. of Options
No. of Rights
No. of Indirect Interest
PAN-UNITED CORPORATION: Dissolves Subsidiary
--------------------------------------------
Further to the announcement on 21 March 2003, the Board of
Directors of Pan-United Corporation Ltd. announced that its
wholly owned subsidiary, Xinlong Cast Iron Pte Ltd, which has
been placed under members' voluntary liquidation, was dissolved
on 6 November 2003.
The dissolution has no material effect on the consolidated net
tangible assets per share and earnings per share of the Company
for the financial year ending 31 December 2003.
STRATEGY INTERNATIONAL: Issues Dividend Notice
----------------------------------------------
Strategy International Marine Enterprise Pte Ltd. issued a
notice of intended dividend as follows:
Address of Registered Office: Formerly of 3 Shenton Way #21-08
Shenton House Singapore 068805.
Court: Supreme Court, Singapore.
Number of Matter: Companies Winding Up No. 600215 of 2001.
Last Day for Receiving Proofs: 21st November 2003.
Name & Address of Liquidator: The Official Receiver
The URA Centre (East Wing)
45 Maxwell Road #06-11
Singapore 069118.
KAMALA PONNAMPALAM
Assistant Official Receiver.
SUM KEONG: Declares Dividend to Preferential Creditors
------------------------------------------------------
Sum Keong Construction Pte Ltd. issued a notice of intention to
declare dividend to preferential creditors as follows:
Address of Registered Office: 8 Robinson Road #06-00 ASO
Building Singapore 048644.
Last Day For Receiving Proof of Debt: 28th November 2003.
Name and Address of Receivers and
Managers: Michael Ng Wei Teck
Peter Chay Fook Yuen
Receivers and Managers
c/o KPMG
16 Raffles Quay
#22-00 Hong Leong Building
Singapore 048581.
Dated this 7th of November 2003.
MICHAEL NG WEI TECK
Receiver and Manager.
TRANS-UNITED: Issues Judicial Management Order Notice
-----------------------------------------------------
Notice is hereby given that a petition for placing Trans-United
Corporation Ltd. under the judicial management of judicial
managers by the High Court was, on the 7th day of November 2003,
presented by Oversea-Chinese Banking Corporation Limited, a
creditor, and the said petition is directed to be heard before
the Court at 10 A.M. on the 21st day of November 2003 and Mr
Timothy James Reid (NRIC No. S2719566/J) of Messrs Ferrier
Hodgson, has been nominated as judicial manager; and any person
who intends to oppose the making of an order under section 227B
(5) (b) or the nomination of the judicial manager under section
227B (3) (c) may appear at the time of hearing by himself or his
counsel for that purpose; and a copy of the petition will be
furnished to any creditor or member of the Company requiring it
by the undersigned on payment of the regulated charge.
The Petitioners' address is 65 Chulia Street, #29-02/04 OCBC
Centre, Singapore 049513.
The Petitioners' solicitors are Messrs Rajah & Tann of 4 Battery
Road, #15-01 Bank of China Building, Singapore 049908.
Messrs RAJAH & TANN
Solicitors for the Petitioners.
Note: Any person who intends to appear on the hearing of the
Petition must serve on or send by post to the Petitioner's
solicitors, Messrs Rajah & Tann of No. 4 Battery Road, #15-01
Bank of China Building, Singapore 049908, notice in writing of
his intention to do so. The notice must state the name and
address of the person, or, if a firm, the name and address of
the firm, and must be signed by the person or firm, or his or
their solicitors (if any) and must be served, or, if posted must
be sent by post in sufficient time to reach the Petitioner's
solicitors not later than twelve o'clock noon of 20th November
2003 (the day before the day appointed for the hearing of the
Petition).
UNI-FRANCE OFFSHORE: Creditors Must Submit Claims by December 8
---------------------------------------------------------------
The creditors of Uni-France Offshore Engineering Pte Ltd, which
is being wound up voluntarily, are required on or before the 8th
day of December 2003 to send in their names and addresses, with
particulars of their debts or claims and the names and addresses
of their solicitors (if any) to the undersigned, the Liquidator
of the Company, and, if so required by notice in writing from
the Liquidator, are by their solicitors, or personally, to come
in and prove their said debts or claims at such time and place
as shall be specified in such notice or in default thereof they
will be excluded from the benefit of any distribution made
before such debts are proved.
Dated this 7th day of November 2003.
RAMASAMY SUBRAMANIAM IYER
Liquidator.
c/o 8 Cross Street
#17-00 PWC Building
Singapore
===============
T H A I L A N D
===============
ADVANCE PAINT: Discloses BOD No. 4/2003 Meeting Resolutions
-----------------------------------------------------------
Advance Paint & Chemical (Thailand) Public Company Limited,
notified the resolutions of the Board of Directors Meeting No.
4/2003, held on November 10th 2003 on the following important
matters:
1. Adoption of the Minutes of the Board of Directors meeting
No.3/2003
2. Certified the Balance Sheet and Income statement for the
period ending 30 September, 2003 as following:
Sale 52.06 MB
Other Revenue 0.45 MB
Total Remuneration 52.51 MB
Cost of Sales 35.02 MB
Selling & Admin. Exp. 13.04 MB
Directors Re 0.50 MB
Interest Exp. 0.84 MB
Net Profit (loss) 3.12 MB
Earning /share Bt0.02
EPS.(adjusted) Bt0.02
3. The Board has considered on the Auditing and Corporate
Governance and concluded that there has no significant problem
on the company operation Good Corporate Governance
4. The Board has resolved for the issues as followed
4.1 The company will proceed on submission the Audited
Financial Statements for the period ended 30 September 2003
with the SET and SEC.
4.2 On 29 August 2003, SEC had approved the company for
issuance of Wanrants#1 and #2 (APC.W1,APC.W2) for 83,740,004
units and 167,480,025 units respectively.
On 30 September. 2003, there were Warrant Holders exercised for
new shares of 251,220,029 units and 1,254,700 unit to be total
shares of 1,857,050 shares. The company has registered the paid-
up capital increase for those new issued shares, then the paid-
up capital is now Bt.1,693,370,750 with Ministry of Commerce on
7 October 2003
5. Unanimously resolved on the propose of Audit Committee in
relations with
1. To arrange company organization chart clearly.
2. To fill up with proper officer in all needed functions
3. Recommend the management information system
ITALIAN-THAI DEVELOPMENT: JV Signs Contract With Thai Petroleum
---------------------------------------------------------------
Italian-Thai Development Public Company Limited is pleased to
inform Stock Exchange of Thailand that on 6 November 2003, the
Joint Venture of ITD-NSC, comprised of Italian-Thai Development
Public Company Limited and Nippon Steel Co., Ltd., signed a
contract with Thai Petroleum Pipeline Co., Ltd. to construct
the Suvarnabhumi Airport Dedicated Line Project.
The details of the contract are as follows:
Description of works :
1. Engineering, procurement, construction, precommissioning,
starts up and commissioning of transmission pipeline to
transport Jet A-1 aviation fuel from the THAPPLINE Lumlukka
Terminal in Lumlukka, Pathumthani area to the BAFS Terminal in
the Suvarnabhumi Airport. The pipeline system consists of
approximately 38 km. of 18 inches diameter pipe, together
with a pump station at Lumlukka Terminal.
2. Intermediate block valves and metering stations
Contract value : Bt1,249,000,000 (Including VAT 7%)
ITD portion 62.70 % = Bt 783,123,000
The period of work : Nov 6, 2003 to Mar 30, 2005 (511 days)
On August 21, the Troubled Company Reporter - Asia Pacific
reported that Company recorded a gain for debt restructuring
amounting to Bt5,962.19 million.
NAKORNTHAI STRIP: Explains Q303 Operations Results
--------------------------------------------------
With reference to the financial statement of Nakornthai Strip
Mill Public Company Limited for the nine-month periods ended
September 30, 2003 and 2002 wherein the Company reported net
gain of Bt1,892 million and Bt682 million respectively, Plan
Administrator Maharaj Planner Company Limited announced the
major items influencing the above gain:
1. Other income : Other income for the nine-month period ended
September 30, 2003 decreasing by Bt5,401 million in which mainly
from the Company recorded gain on reversal of impairment of
assets of Bt5,465 million in 2002 by hiring an independent
appraisal firm to reappraise the fixed assets of the Company.
Whereas in 2003, the reappraise is not conducted as the Company
is under the process of implementation of the plan and upon
achieving the effective date of the plan the Company plans to
reappraise the fixed assets to be reflected in the Restructured
Financial Statement of the Company.
2. Interest Expense : During the nine- month period in 2003, the
Company has not recorded Interest expense, whereas in 2002 the
Company record Interest expense of Bt4,667 million. The Company
suspends the recording of Interest expense since beginning of
2003 upon the approval of Company's Rehabilitation Plan on
December 11, 2003 by the Central Bankruptcy Court.
3. Gain on foreign Exchange : The company recorded a increase in
relation to exchange gain by Bt1,998 million, due to
stabilization maintained by Thai Baht to foreign currencies, for
the nine-month periods ended September 30, 2003 over 2002.
RATTANA REAL: Notifies BOD Meeting No. 4/2003 Resolutions
---------------------------------------------------------
Rattana Real Estate Public Company Limited notified the
resolutions of the Board of Directors Meeting No.4/2003, held on
10 November 2003, as follows:
1. Adoption of the Minutes of the Board of Directors Meeting
No.3/2003.
2. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of canceling the earlier issuance
of unsecured and unsubordinated debentures convertible into
ordinary shares, in the amount not exceeding Bt800,000,000, with
3-year life, to be offered to the investors in private placement
and/or institutional investors, including canceling the
reservation of 12,000,000 ordinary shares, par value of Bt10 per
share, totaling Bt120,000,000, for accommodation of conversion
of the debentures convertible into ordinary shares as having
been resolved by the resolutions of the Extraordinary General
Meetings of Shareholders No.1/1995, held on 1 June 1995 and
No.1/1996, held on 9 August 1996.
3. Unanimous approval for submission to the Shareholders meeting
for consideration and approval for reduction of the registered
capital of the Company from the existing amount of Bt929,000,000
to Bt809,000,000, divided into 80,900,000 ordinary shares, par
value of Bt10 per share, by canceling the 12,000,000 unissued
ordinary shares, par value of 10.Baht per share, amounting to
Bt120,000,000.
4. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of an amendment to Clause 4 of
the Memorandum of Association to be in line with the reduction
of the registered capital as follows:
"Clause 4. Registered capital is Bt809,000,000
Divided into 80,900,000 Shares
With a par value of Bt10
Shares are classified into:
Ordinary Shares of 80,900,000 Shares
Preference Shares ---- Shares"
5. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of increasing the registered
capital of the Company, from the existing amount of
Bt809,000,000 to Bt2,009,000,000; namely, to increase the
registered capital by another Bt1,200,000,000 by issuing
120,000,000 new ordinary shares, par value of Bt10 per share,
and the said entire newly issued ordinary shares shall be
allotted and offered in entirety or to be portioned and
offered in lots from time to time as deemed appropriate, to the
investors in private placement and/or institutional investors
categorized under the Notification of the Securities and
Exchange Commission, No. Kor.Jor.12/2543; Re: the Application
and Permission for Offering Newly Issued Shares, priced at
Bt1.70 per share; being the offer price with a discount of
Bt8.30 per share from the par value, and the authorization to
the Board of Directors to be empowered to determine the offering
period, other terms and conditions in the issue and offer as it
deemed appropriate.
6. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of an amendment to Clause 4 of
the Memorandum of Association to be in line with the increase of
the registered capital as follows:
"Clause 4. Registered capital is Bt2,009,000,000
Divided into 200,900,000 Shares
With a par value of Bt10
Shares are classified into:
Ordinary Shares of 200,900,000 Shares
Preference Shares ---- Shares"
7. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of the amendment to Articles 4
and 8 of the Articles of Association to read as follows:
"Article 4. The Company shares shall consist of ordinary
shares with the same value, and shall be fully paid up. The
Company may issue preference shares , debentures , preference
shares and debentures being convertible to ordinary shares,
and any other securities under the laws on securities and
exchange.
The Company may issue ordinary shares to any person as if
the payments therefore had been fully made, in consideration of
such persons having granted other property than monies or
granted the use of copyright in any literary, artistic or
scientific works, patents, trademarks, designs or model,
drawings, formulae or secret processes or having provided
information concerning experience in the field of industry,
commerce or science.
In payment for the shares, the subscriber or the buyer
cannot offset the payment against the debts to the Company.
"Article 8. The Company may not own its shares or take
them in pledge except for in the case where the Company may buy-
back the shares under the provisions of the laws related to the
Public Limited Companies. In the case where the share
repurchase does not exceed 10% of the paid-up capital, the Board
of Directors of the Company has an authority to consider and
approve the repurchase of shares without seeking approval from
the Shareholders meeting. In the case where the share
repurchase in more than 10% of the paid-up capital, it shall be
first approved by the Shareholders meeting."
8. Unanimous approval for setting the date of the Extraordinary
General Meeting of Shareholders No.1/2003,to be held on 15
December 2003, at 10:00 hrs., at the Conference Room, No.
2922/305-306 Charn Issara Tower II, New Petchburi Road, Kwaeng
Bangkapi, Khet Huaykwang, Bangkok Metropolis, and fixing the
agenda for the Extraordinary General Meeting of Shareholders No.
1/2003 to be as follows:
Agenda 1. To adopt the Minutes of Ordinary General
Meeting of Shareholders No. 2/2003.
Agenda 2. To consider and approval for canceling the
earlier issuance of debentures convertible into ordinary shares
and the reservation of ordinary shares.
Agenda 3. To consider for approval of the reduction of
the registered capital.
Agenda 4. To consider for approval of an amendment to
Clause 4 of the Memorandum of Association regarding the
reduction of the registered capital.
Agenda 5. To consider for approval an increase of the
registered capital of the Company and the allotment of the
capital increase ordinary shares.
Agenda 6. To consider for approval of an amendment to
Clause 4 of the Memorandum of Association regarding the increase
of the registered capital
Agenda 7. To consider for approval of an amendment to
Article 4 and 8 of the Articles of Association.
Agenda 8. Other businesses (if any)
9. Unanimous approval for fixing the closing date of share
register from 26 November 2003, at 12:00 noon until the
Extraordinary General Meeting of Shareholders No.1/2003 will
adjourn, whereupon the Shareholders, whose names appear in the
Share Register during the closing period will be entitled to
attend the Extraordinary General Meeting of Shareholders
No. 1/2003.
RATTANA REAL: Posts Capital Increase Allotment Schedule
-------------------------------------------------------
Rattana Real Estate Public Company Limited posted the schedule
for Allotment of Capital Increase Ordinary Shares:
SUBJECT DATE
Date of Board of Directors resolving
for allotment of the capital increase
ordinary shares. 10 November 2003
Date of notification of the resolutions 10 November 2003
to the SET.
Date of closing the share register book 26 November 2003
Date of sending documents to TSD for 30 November 2003
distributing to the Shareholders.
Date of publication of Notice of
Extraordinary General Meeting of
Shareholders in daily newspapers. 2-4 December 2003
Date of Extraordinary General Meeting
of Shareholders No. 1/2003. 15 December 2003
Date of notification of the resolutions
to the SET. 15 December 2003
Date of registration of increase of
the registered capital. 19 December 2003
Date of subscription and payment for at the discretion
the capital increase ordinary shares of Board of Directors
of investors in private placement
Date of registration of change of the
paid-up-capital to Department of
Business Development. None-fixed
SIAM SYNTEC: Business Reorganization Petition Filed
---------------------------------------------------
Siam Syntec Construction Public Company Limited (DEBTOR),
engaged in construction filed its Petition for Business
Reorganization filed to the Central Bankruptcy Court:
Black Case Number 307/2543
Red Case Number 458/2543
Petitioner : SIAM SYNTEC CONSTRUCTION PUBLIC COMPANY LIMITED
Debts Owed to the Petitioning Creditor : Bt8,336,638,340.33
Planner : SIAM SYNTEX PLANNER COMPANY LIMITED
Date of Court Acceptance of the Petition : April 24, 2000
Court Order for Business Reorganization and Appointment of
Planner : June 21, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: June 29, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette on July 27,
2000
Deadline for Creditors to submit Applications for Payment in
Business Reorganization : August 28, 2000
Deadline to object Applications for Payment in Business
Reorganization : September 11, 2000
Deadline for the Planner to submit the Business Reorganization
Plan to the Official Receiver : October 27, 2000
Appointment Date of the Creditors' Meeting for the Plan
Consideration : February 12, 2001 at 9:30 am. 10th Floor YMCA
Court Hearing has been set to consider the Plan on March 14,
2001 at 9:00 am.
Court Order for Accepting the reorganization plan : March 30,
2001 and appointed Siam Syntex Planner Company Limited to be the
Plan Administrator
Announcement of Court Order for Accepting the Reorganization
Plan : in Matichon Public Company Limited and Siam Rath Company
Limited: April 9, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette : May 3, 2001
Court had issued an Order Cancelled the Order for Business
Reorganization since April 28, 2003
Announcement of Court Order Cancelled the Order for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: May 30, 2003
Announcement of Court Order Cancelled the Order for Business
Reorganization in Government Gazette : July 1, 2003
Contact : Mr. Chalermkiat Tel. 6792513
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., Fairless
Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick,
Maryland USA. Lyndsey Resnick, Mavy Nineza-Merlin, Ma. Cristina
Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
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