/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/031222.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, December 22, 2003, Vol. 6, No. 252 Headlines A U S T R A L I A AMP LIMITED: Posts Key Dates, Latest Update on Demerger Plan AMP LIMITED: Demerged HHG Shares to Start Trading Tuesday MURRAY RIVER: Director Swears Not to Manage Corporations NATIONAL INVESTMENT: Kaye to Modify Deed of Company Arrangement QANTAS AIRWAYS: ACCC Won't Oppose Bid for Star Track Express C H I N A & H O N G K O N G ACTIVE TALENT: Winding up Hearing Set February 18 BROTHER'S FAI: Bank of China Initiates Winding up Proceedings IVANHOE CONSTRUCTION: Faces Winding up Petition in HK High Court MATSUMOTO HEAVY: Phipnic Investments Files Winding up Petition I N D O N E S I A ASIA PULP: IBRA Picks U.S. Firm to Buy Debt-holdings BANK INTERNASIONAL: Owners Name Ex-Citigroup Banker President BANK PERMATA: Government to Sell Majority Stake Next Month SEMEN GRESIK: PwC, Not E & Y, will Re-audit 2002 Books J A P A N MATSUSHITA ELECTRIC: Takes Control of Unit MATSUSHITA ELECTRIC: Unveils New Group Structure NIPPON TELEGRAPH: Issues Accounting for Retirement Obligations SKYMARK AIRLINES: Posts Y576M Pretax Loss * Corporate Bankruptcy Down in November K O R E A KOOKMIN BANK: Intends to Purchase More Stock Next Year LG CARD: Hana Bank Bows Out of Bidding LG CARD: No Plans for Solo Bid, Says KDB LC CARD: Posts US$2.7B Deficit M A L A Y S I A AOKAM PERDANA: Issues Restructuring Scheme Update FCW HOLDINGS: Answers KLSE Query NALURI BERHAD: Enters Share Sale Agreement NCK CORPORATION: Enters Second Supplemental Sale Agreement SASHIP HOLDINGS: Executes Supplemental Agreements SIN HENG: Seeks Revised Scheme Extension P H I L I P P I N E S NATIONAL STEEL: LNM Hikes Upfront Cash Offer to P2.5B S I N G A P O R E BOON FONG: Creditors First Meeting Set for January 9 CHANNEL K: Issues Dividend Notice CHRISTIE'S ASSETS: Creditors Must Submit Claims by January 19 DILIGENT AIR-CON: Schedules Winding Up Hearing January 9 FENGMEI BUILDERS: Petition to Wind Up Pending OILVEST INTERNATIONAL: Issues First & Final Dividend PRE-CON MARKETING: Petition to Wind Up Pending SENG HUP: Releases Preferential Dividend SINGAPORE LEASING: Issues Dividend Notice SYMBOLIC BUILDERS: Issues Winding Up Order Notice TRANSCARE ASIA: Winding Up Hearing Set January 16 T H A I L A N D BANGKOK BANK: Intends to Pay Dividend Next Year KRUNG THAI: Forecasts 50% Increase in 'Bottom line' Next Year THAI MILITARY: No Firm Agreement with DBS Bank Yet, Says Chair THAI MILITARY: Names Subhak Siwaraksa New President THAI PETROCHEMICAL: Pays Defaulted Interest for April-November TPI POLENE: Thai SEC Sues Founder's Wife for Stock Manipulation - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: Posts Key Dates, Latest Update on Demerger Plan ------------------------------------------------------------ On December 9, 2003, AMP Limited announced that shareholders had approved the proposal to demerge a wholly owned subsidiary, HHG, PLC from AMP. On December 12, 2003 AMP announced it had received Federal Court approval for its demerger and the Court Order was lodged with ASIC. The demerger will be implemented via a Scheme of Arrangement such that AMP will reduce its capital by canceling a proportion of the Scheme Shares and subdividing its share capital in the inverse ratio to the cancellation. AMP lodged with Australian Securities and Investments Commission on October 17, 2003 a Rights Offer Prospectus to raise approximately US$1.19 billion. The fully underwritten Rights Offer is structured in three parts: (a) Each shareholder will be issued one "Right" for every share they hold on the record date for the Rights Offer. (b) An offer to institutions will be conducted in relation to the shortfall, being Rights not taken up by shareholders under the Retail Offer and Rights which would have otherwise been issued to shareholders but who are not eligible to participate in the Retail Offer because of jurisdictional requirements. (c) An Institutional Bookbuild. AMP proposes to announce final details regarding the outcome of the Institutional Bookbuild on Wednesday, December 17, 2003. Announced details will include the outcome of the Bookbuild, the Bookbuild Price and the Shareholder Application Price. It is anticipated following this announcement the trading halt in AMP securities will be lifted. It is expected trading will commence on Thursday, December 18, 2003 at which time "demerged" AMP shares commence trading on ASX without an entitlement to HHG shares. It is anticipated the following timetable in relation to the demerger and quotation and settlement of new AMP shares allotted pursuant to the Rights Offer will apply. Event Date AMP announces institutional bookbuild Wednesday price and retail pursuant to Rights Offer December 17, 2003 and number taken up in bookbuild. Trading halt lifted before commencement Thursday of trading. December 18, 2003 "Demerged" AMP shares trade ex-entitlement to HHG shares on ASX (XB tag displayed on SEATS) Allotment of new AMP shares pursuant to Monday Rights Offer and entries made into December 22, 2003 holders' uncertificated holdings. Appendix 3B lodged with ASX reflecting final numbers of Rights Offer shares. New AMP shares allotted pursuant to Tuesday the Rights Offer commence trading on a December 23, 2003 normal T+3 basis with existing "demerged" AMP shares (ASX code: AMP) T+3 settlement of trade executed on Tuesday Tuesday, December 23, 2003 December 30, 2003 Registry mail holding statements to Wednesday AMP shareholders pursuant to Rights Offer December 31, 2003 Settlement issues The reduction of capital by way of distribution will be processed by CHESS as a bonus issue. CHESS will maintain cum balances and perform diary adjustments (Object ASX Code: AMPXE) against outstanding settlement obligations. Diary adjustment accrual obligations will code change from AMPXE to HHG upon the commencement of normal T+3 trading in HHG plc anticipated for Monday, January 5, 2004. Due to the 4-day ex-period and the Basis of Movement defaults in CHESS, netting will be removed from trades affected Wednesday, December 10, 2003. Further information For further details please refer to AMP's recent announcements and Rights Offer prospectus dated October 17, 2003. All AMP shareholders are responsible for determining and confirming the number of new AMP shares allotted to them pursuant to the Rights Offer prior to selling any shares, individuals who sell any AMP shares before receiving confirmation do so at their own risk. AMP shareholders wishing to confirm their holdings in AMP following the Rights Offer or shareholders with any questions regarding the Rights Offer should contact the following AMP Information Lines: 1300 654 442 for Australian shareholders and 0800 448 062 for New Zealand shareholders. It is expected that HHG PLC will be admitted to the official list of ASX and trading commence on Tuesday, December 23, 2003. A further circular will be dispatched on Monday, December 22, 2003 outlining details. AMP LIMITED: Demerged HHG Shares to Start Trading Tuesday --------------------------------------------------------- Following receipt of approval for its demerger from AMP Limited on Friday 12 December 2003, HHG PLC confirmed the timetable for its Global Offer and listing on the London Stock Exchange (LSE) and Australian Stock Exchange (ASX). Expected timetable of principal events HHG institutional bookbuild opened Monday 15 December HHG institutional bookbuild closes Friday 19 December (GMT) HHG announces result of the Global Offer Friday 19 December (pm GMT) CHESS Depositary Interests (CDIs) Tuesday 23 December representing Demerger Shares commence (12pm AEDST) trading on ASX on a deferred settlement basis Demerger Shares and Global Offer Shares Tuesday 23 December commence trading on LSE on a T+3 basis/ (8.00am GMT/ 7.00pm AEDST) Global Offer becomes unconditional CDIs representing Global Offer Shares Wednesday 24 December commence trading on ASX on a deferred (12pm AEDST) settlement basis References in this timetable to `AEDST' mean Australian Eastern Daylight Savings Time and references to `GMT' mean Greenwich Mean Time. As the Global Offer is conditional on admission to the LSE, the commencement of trading of CDIs representing Demerger Shares and CDIs representing Global Offer Shares on the ASX has been split. Trading in CDIs representing Demerger Shares on the ASX during Tuesday 23 December (AEST) will therefore occur prior to the Global Offer becoming unconditional. However, it is expected that institutions will have been advised of their allocations under the Global Offer and that the UK Listing Authority (UKLA) Hearing necessary for admission of all the Shares to the official list of the UKLA and to trading on LSE will have been held prior to the start of trading on the ASX on 23 December 2003. HHG also confirmed that it expects to provide a Share Sale Facility to eligible shareholders with up to 1000 Shares or CDIs. The facility will be open from January to June 2004 and will allow eligible shareholders who wish to sell all their HHG holding to do so at no charge. Full details of the Facility will be mailed to eligible shareholders with their information pack in January 2004. Investor Enquiries Gail Williamson Tel: + 44 207 818 5168 MURRAY RIVER: Director Swears Not to Manage Corporations -------------------------------------------------------- Leonard Jones, a former director of Murray River Limited (In Liquidation) (Murray River), last week provided undertakings to the Supreme Court of New South Wales not to manage a corporation for a period of five years, following an application by the Australian Securities and Investments Commission (ASIC). In October 2003, ASIC commenced proceedings against Mr. Jones and another director of Murray River, Malcolm Edwards. ASIC alleged that both Messrs Jones and Edwards, as directors of Murray River, contravened the insolvent trading provisions of the Corporations Act, and sought orders that each be disqualified from managing corporations. Murray River was set up to facilitate a joint venture between the Mulwala and District Services Club Limited and Essington Asia Pacific Pty Ltd. The aim of the joint venture was to construct a resort in Mulwala, New South Wales. Construction commenced in February 1999 and ceased in June 1999. Murray River went into liquidation on 14 November 2000, with debts of in excess of AU$7.5 million. As a result of the undertakings, ASIC's proceeding against Mr. Jones has been discontinued. ASIC's proceeding against Mr. Edwards is continuing. NATIONAL INVESTMENT: Kaye to Modify Deed of Company Arrangement --------------------------------------------------------------- Following concerns raised by the Australian Securities and Investments Commission (ASIC) the administrator of National Investment Institute Pty Ltd (NII), Andrew Hewitt, and Henry Kaye have agreed that the deed of company arrangement (DOCA) proposed by Mr. Kaye will not be voted on and has been withdrawn. The proposed DOCA was to be considered at a meeting of NII's creditors on Monday, 22 December 2003. ASIC raised concerns about the adequacy of information available to creditors to make a decision on the proposal and the basis for Mr. Hewitt's recommendation that creditors accept that proposal. Mr. Hewitt has indicated that a revised proposal will be prepared for the consideration of creditors. Mr. Hewitt has informed ASIC that he will prepare a further report to the creditors that will set out the terms of any revised deed together with the results of his ongoing investigations into NII's business and financial circumstances. QANTAS AIRWAYS: ACCC Won't Oppose Bid for Star Track Express ------------------------------------------------------------ The Australian Competition and Consumer Commission will not oppose the proposed joint bid by Qantas Airways Limited and Australian Postal Corporation for Star Track Express, ACCC Chairman, Graeme Samuel, said Friday. "If their bid is successful, the proposed acquisition will increase the express freight market shares of Qantas and Australia Post, which are the joint owners of Australian Air Express," Mr. Samuel said. "However, the presence of other strong competitors is likely to operate as an effective competitive constraint on the merged entity, thereby constraining attempts to raise prices to consumers. In fact, some market participants believe the proposed acquisition is likely to intensify competition in the market." Australian Air Express and Star Track Express are both involved in the express freight industry, with Star Track primarily focused on road express services while Australian Air Express provides mainly air express services as well as on-selling express air freight line haul services to other carriers on a contract basis, meaning that the proposed acquisition is largely complementary. The ACCC has conducted extensive market inquiries into this proposed acquisition consulting with competitors, customers and other interested parties. Mr. Samuel noted that market inquiries indicated the express freight sector is characterized by innovation and by strong competition between both large national competitors and smaller niche players. This is likely to act as a further constraint on the parties following the proposed acquisition. On this basis, the ACCC believes that the proposed acquisition is unlikely to result in a substantial lessening of competition. For further information, contact: Graeme Samuel, Chairman Phone: (03) 9290 1812 Mobile/pager: 0408 33 5555 Lin Enright, Director (Public Relations) Phone: (02) 6243 1108 or 0414 613 520 ============================== C H I N A & H O N G K O N G ============================== ACTIVE TALENT: Winding up Hearing Set February 18 ------------------------------------------------- The High Court of Hong Kong will hear on February 18, 2004 at 9:30 a.m. the petition seeking the winding up of Active Talent Enterprises Limited. Bank of China (Hong Kong) Limited of Bank of China Tower, No. 1 Garden Road, Hong Kong filed the petition on December 10, 2003. Messrs. Wat & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Messrs. Wat & Co., which holds office on the 12th Floor, Chuang's Tower, 30&32 Connaught Road Central Hong Kong. BROTHER'S FAI: Bank of China Initiates Winding up Proceedings ------------------------------------------------------------- The High Court of Hong Kong will hear on February 11, 2004 at 9:30 a.m. the petition seeking the winding up of Brother's Fai Imports and Exports Company Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, No. 1 Garden Road, Hong Kong filed the petition on December 5, 2003. Ford, Kwan & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Ford, Kwan & Co., which holds office at Rooms 1202-6, Wheelock House, No. 20 Pedder Street, Central Hong Kong. IVANHOE CONSTRUCTION: Faces Winding up Petition in HK High Court ---------------------------------------------------------------- The High Court of Hong Kong will hear on January 21, 2004 at 9:30 a.m. the petition seeking the winding up of Ivanhoe Construction Maintenance Company Limited. Chan Shuk Fun, the executrix to the estate of Chan Suk Yee, deceased of Room F, 27/F., Block 5, Greenwood Terrace, Chai Wan, Hong Kong filed the petition on November 19, 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 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. MATSUMOTO HEAVY: Phipnic Investments Files Winding up Petition -------------------------------------------------------------- The High Court of Hong Kong will hear on January 7, 2004 at 9:30 a.m. the petition seeking the winding up of Matsumoto Heavy Industries (International) Limited. Phipnic Investments Limited of 28th Floor, Bank of China Tower, No. 1 Garden Road, Hong Kong filed the petition on November 6, 2003. Koo and Partners represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Koo and Partners, which holds office on the 21st Floor, Bank of China Tower, No. 1 Garden Road, Central Hong Kong. ================= I N D O N E S I A ================= ASIA PULP: IBRA Picks U.S. Firm to Buy Debt-holdings ---------------------------------------------------- U.S.-based Orleans Investment last week was declared preliminary winner in the bidding for part of Asia Pulp & Paper Co.'s debt held by the Indonesian Bank Restructuring Agency (IBRA). A government body formed after the Asian financial crisis to help rehabilitate troubled companies, IBRA is selling its debt- holdings before it disbands in February. Dow Jones says the agency was originally owed US$1 billion by the Singapore-based paper maker, but a repayment made by the Widjaja family using shares in PT Bank Internasional Indonesia had cut this debt to US$880 million. IBRA Chairman Syafruddin Temenggung said Orleans Investment's bid values IBRA's debt-holdings at around US$214 million. Asia Pulp & Paper may buy back the debt at a price at least 1% above Orleans Investment's bid. In October, the agency, along with other creditors holding 40% of the company's debt, voted in favor of an out-of-court settlement for US$6.5 billion in debt owed by APP's Indonesian subsidiaries. But other creditors, including some, which acquired APP's debt on the secondary market in the past two years, rejected the plan as being too lenient on APP and are trying to get a better return through legal action, Dow Jones says APP defaulted on US$13.9 billion debts in March 2001. Those opposed to the settlement claim the plan gives APP too much time -- up to 22 years for some tranches -- to repay the debt. BANK INTERNASIONAL: Owners Name Ex-Citigroup Banker President ------------------------------------------------------------- Henry Ho Hon Cheong, a former Citigroup banker, is now the president of PT Bank Internasional Indonesia, which was acquired by Sorak Financial Holdings last week. According to Reuters, Mr. Cheong will serve concurrently in the seven-member board, which has five members coming from the previous board. A consortium that consists of South Korea's Kookmin Bank; Singapore state investment arm, Temasek Holdings; and Britain's Barclays Plc, Sorak paid IDR2 trillion for a 51% stake in the bank. Aside from the stake gobbled up by Sorak, the Indonesian Bank Restructuring Agency also sold a 17.43% stake through market placements at an average price of IDR90 per share. This raised an additional IDR749.46 billion, according to Reuters. "The total proceeds for the government from the divestment of 71 percent of BII was 2.88 trillion rupiah, of which two trillion came from the 51 percent stake sale and was received by IBRA on December 16," Sumantri Slamet, IBRA's deputy chairman, told reporters last week. BANK PERMATA: Government to Sell Majority Stake Next Month ---------------------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) will divest part of its 91.3% stake in Bank Permata by January, The Jakarta Post said last week. Fifty-one percent of the stake will be sold to strategic investors while another 20% will be disposed of via block sale on the Jakarta Stock Exchange. IBRA Chairman Syafruddin Temenggung told the paper he expects the sale process to be completed by February. The result of the merger of five banks -- Bank Universal, Bank Bali, Bank Patriot, Bank Arthamedia, and Bank Prima Expresses -- Bank Permata is one of the country's 10 largest banks. Its assets total IDR29 trillion (about US$3.43 billion). SEMEN GRESIK: PwC, Not E & Y, will Re-audit 2002 Books ------------------------------------------------------ Contrary to earlier pronouncements, Ernst & Young will not handle the repeat audit on the 2002 accounts of PT Semen Gresik. Citing possible conflict of interest, the company said last week it has appointed PricewaterhouseCoopers, instead. According to Dow Jones, the company did not elaborate on the so- called conflict of interest. The re-audit was ordered by the Jakarta Stock Exchange, which has threatened to delist the company if it fails to appoint an auditor by December 30. Gresik shareholders in May asked the company to appoint a new auditor after Deloitte Touche Tohmatsu gave an adverse opinion on Gresik's 2002 consolidated accounts due to unaudited financial figures from Gresik's unit, PT Semen Padang. Based in the West Sumatra province, the unit had earlier asked to be spun off. Last year, local management barricaded their offices and refused to hand over 2002 financial statements to Semen Gresik executives. In September, a local court ordered the local managers to leave the company, paving the pay for Semen Gresik to regain control of the unit. Aside from the 2002 results, PwC will also audit Semen's 2003 consolidated accounts, according to Dow Jones. The re-audit is expected to take three to four months. ========= J A P A N ========= MATSUSHITA ELECTRIC: Takes Control of Unit ------------------------------------------ Matsushita Electric Industrial Co., Ltd., best known for its Panasonic brand name, announced Friday that its Board of Directors has resolved to acquire additional shares of Matsushita Electric Works, Ltd. (MEW) by means of a tender offer, upon signing a basic agreement between MEI and MEW. Details of the tender offer are as follows: 1. Purposes of initiating tender offer Currently, both MEI and MEW operate in uncertain business environments, characterized by slow growth in domestic demand, including consumer spending, and intensifying global price competition. MEI also expects that global competition in markets in which it operates will be further accelerated in the future. Although MEI and MEW, the principal companies in the Matsushita group, have a long history of cooperation in various business areas, the two companies have expanded their operations independently, based on separate strategies developed by each of the two companies. In today's business environment, however, the two companies believe that establishing an optimum operating structure from a customer's viewpoint is essential in creating new value as a leading global " group" that offers "solutions for comfortable living," thus increasing customer satisfaction, as well as overall corporate value. This customer-oriented, optimum group structure will be established by combining MEI's extensive management resources in the areas of digital networking, home appliances, components and devices, and R&D, with MEW's considerable expertise in the living environments field. Furthermore, in addressing such issues as realization of the much-anticipated ubiquitous networking society, and coexistence with the environment, MEI and MEW believe they can take advantage of synergy effects to be achieved by combining the management resources of both companies. Meanwhile, the increased collaboration is also expected to facilitate creation of new growth opportunities and improved productivity in a number of business areas. MEI and MEW intend to unite group wide efforts in R&D, manufacturing and sales, and work to enhance efficiency, while strengthening product development capabilities and cost competitiveness. Through these initiatives, the two companies will strive to achieve greater growth in such areas as home appliances, household equipment & building products, electrical construction materials, lighting, home & building information networks, environment-related systems, and healthcare & medical equipment, thereby solidifying the group's position as a leading global Company. MEI and MEW entered into a basic agreement for the purpose of advancing comprehensive collaboration between the two companies. Based on this basic agreement, the two companies will establish a joint "Collaboration Committee" on January 9, 2004 to discuss details regarding mutual business cooperation and possible areas of synergy. 2. Outline of tender offer (1) Trade name and principal office of tender offeror Trade name: Matsushita Electric Industrial Co., Ltd. Kunio Nakamura, President and Director Principal office: 1006, Oaza Kadoma, Kadoma-shi, Osaka, Japan (2) Basic information for MEW 1) Trade name: Matsushita Electric Works, Ltd. 2) Principal lines of business: Manufacture and sale of lighting, information, electric, housing and other equipment 3) Date of incorporation: December 15, 1935 4) Principal office: 1048, Oaza Kadoma, Kadoma-shi, Osaka, Japan 5) Representative : Koichi Hatanaka, President and Representative Director 6) Capital stock (million yen) : 138,349 (as of November 30, 2003) 7) Major shareholders and shareholdings (as of November 30, 2003): Matsushita Electric Industrial Co., Ltd. 31.83% Japan Trustee Services Bank, Ltd. 6.21% The Master Trust Bank of Japan, Ltd. 3.22% Nippon Life Insurance Co. 2.55% Matsushita Real Estate Co., Ltd. 2.21% Nomura Securities Co., Ltd. 2.06% Matsushita Investment & Development Co., Ltd. 1.97% Sumitomo Mitsui Banking Corporation 1.30% Resona Bank, Ltd. 1.23% BNP Paribas Securities (Japan) Ltd. 1.10% Note: MEW holds 15,810,228 shares (2.15percent of total) of its own stock 8) Relationship between MEI and MEW: Capital: MEI owns 31.8percent of MEW's issued shares. Personnel: There is one Director from MEI on MEW's Board of Directors. There is one Corporate Auditor from MEI on MEW's Board of Corporate Auditors (this Corporate Auditor resigned as of December 19, 2003). There is one Corporate Auditor from MEW on MEI's Board of Corporate Auditors. Transactions: MEI and MEW sell and purchase products from each other and have various other transactions. MEI licenses the brand names of "National" and "Panasonic" to MEW, receiving consideration. (3) Class of MEW shares to be acquired by tender offer Common stock (4) Period of tender offer Commencing in or after late January, 2004, to be completed by the middle of March, 2004 (planned) (5) Tender offer price 1,040 yen per share (planned) This tender offer price may change, subject to the results of a subsequent review of MEW's financial condition, the overall economic environment, stock market conditions and material changes in other factors that are taken into account in determining the tender offer price. MEI may also withdraw the tender offer. (6) Basis of calculation of tender offer price The tender offer price of 1,040 yen per share was Calculated based on the average closing price of MEW's shares on the Tokyo Stock Exchange for the one-month period ended December 18, 2003. (The tender offer price includes a 30percent premium over such average closing price.) The tender offer price was through comprehensive consideration of such factors as the market value of shares, financial condition and future earnings of MEW, and on the assumption that MEI acquires a majority of the issued shares of MEW. (7) Number of shares to be purchased 140.55 million shares (planned) Notes: 1. If the total number of shares which shareholders offer to sell is less than the above number of shares, MEI will purchase all such shares offered by shareholders. 2. If the total number of shares which shareholders offer to sell exceeds the number of shares to be purchased, MEI will not purchase all such excess shares, and will implement delivery or make other settlement regarding the purchase of share certificates pursuant to the pro rata method provided under Article 27-13, Paragraph 5 of the Securities and Exchange Law of Japan. (8) Change in ownership of shares Shares owned by MEI before tender offer: 233.39 million (31.8percent of total) Shares owned by MEI after tender offer: 373.94 million (51.0percent of total) Notes: 1. "Shares owned by MEI after the tender offer" is the number of shares MEI will own, assuming it purchases 140.55 million shares, as indicated in (7) above. 2. The percents of total shown in parentheses above are calculated based on the number of all issued shares (733.21 million shares) of MEW as of November 30, 2003. (9) Date of public notice of commencement of tender offer In or after late January, 2004 (planned) (10) Tender offer agent Nomura Securities Co., Ltd. (11) Funds required for purchase 146,172 million yen (assuming all shares to be purchased are purchased at the aforementioned tender offer price) 3. Support by MEW The Board of Directors of MEW has passed a resolution supporting this tender offer. MATSUSHITA ELECTRIC: Unveils New Group Structure ------------------------------------------------ Matsushita Electric Industrial Co., Ltd., best known for its Panasonic brand name, announced Saturday that it has entered into a basic agreement with Matsushita Electric Works, Ltd. (MEW) to unify the management strategies of the two companies by increasing its capital ownership of MEW. Based on common management philosophies and strategies, the two companies will combine their respective strengths to form a new Matsushita Group, augmenting their considerable resources as top global companies. On January 9, 2004, MEI and MEW will jointly establish a "Collaboration Committee" to discuss the formation of an optimized structure toward maximizing corporate value for the entire Matsushita Group. Specifically, this committee will discuss policies aimed at enhancing operations from a customer's point of view. The companies expect unified management strategies will further enhance growth and increase productivity in the fields of home appliances, household equipment, construction materials, electric equipment, lighting, home and building networks, environment-related businesses, healthcare, and medical equipment. To achieve smooth collaboration, MEI will increase its capital ownership of MEW. MEI, at a meeting of its Board of Directors held Saturday, resolved to acquire additional shares of MEW amounting to a total of 51percent ownership of MEW shares. At a meeting of the Board of Directors of MEW, also held on Saturday, MEW confirmed its intent to support the proposed acquisition by MEI of such additional shares by means of tender offer. Since 1935, when MEW became a separate Company from MEI by spinning off a part of MEI's business, both companies have maintained a cooperative relationship, while expanding their respective businesses independently based on separate strategies. However, under increasingly intense global competition, both companies are faced with changing consumer demand for both products and services in networkable appliances and environmentally friendly product areas. It is, therefore, more important than ever for the Matsushita Group to concentrate its resources to effectively respond to the needs of a global market. For the future, MEI and MEW will take advantage of synergy effects created by combining MEI's extensive experience in various fields ranging from components and devices, through finished products and services, with MEW's strength in home and living environment areas. By combining management resources, MEI and MEW will be able to provide customers with total solutions for "comfortable living environments" in consumer and industrial markets. Furthermore, the two companies aim to become global leaders by accelerating the establishment of new businesses in the fields of networkable products for the home and office, environment- related businesses, and healthcare and medical equipment. CONTACT: Matsushita Electric Industrial Co., Ltd., Tokyo Akira Kadota, 03-3578-1237 Fax: 03-5472-7608 or Matsushita Electric Works, Ltd., Osaka Tomio Kado, 06-6903-0442 Fax: 06-6903-3558 NIPPON TELEGRAPH: Issues Accounting for Retirement Obligations -------------------------------------------------------------- Effective April 1, 2003, Nippon Telegraph and Telephone Co. (NTT) Group adopted Statement of Financial Accounting Standards No. 143 (SFAS 143), "Accounting for Asset Retirement Obligations." SFAS 143 requires that legal obligations associated with the retirement of tangible long-lived assets be recorded as liabilities, measured at fair value, when those obligations are incurred if a reasonable estimate of fair value can be made. Upon initially recognizing liabilities for asset retirement obligations, an entity must capitalize the cost by recognizing an increase in the carrying amount of the related long-lived assets. In a recent disclosure to the Securities and Exchange Commission, NTT Group's asset retirement obligations subject to SFAS 143 primarily relate to those to restore leased land and buildings for NTT Group's telecommunications equipments to their original condition. However, as a result of investigating those obligations, NTT concluded that liabilities were immaterial in point of estimated fair value, or difficult to reliably measure at fair value since NTT believed that these telecommunications equipments were required to maintain its communications services for the foreseeable future and it was uncertain when those obligations should be discharged. In relation to the latter, NTT Group will recognize liabilities for those obligations at their fair value when the timing for discharging such obligations becomes reasonably estimable. The adoption of SFAS 143 did not have a material impact on the results of operations or the financial position of NTT Group. Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections Effective April 1, 2003, NTT Group adopted Statement of Financial Accounting Standards No. 145 (SFAS 145), "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" which updates and clarifies existing accounting pronouncements. Specifically, it rescinds Statement of Financial Accounting Standards No. 4 and No. 64, which required all gains and losses from extinguishments of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. As a result of the new statement, the criteria in Accounting Principles Board Opinion No. 30 will now be used to classify those gains and losses. SFAS 145 also amends Statement of Financial Accounting Standards No. 13 to require that certain lease modifications that have economic effects similar to sale- leaseback transactions be accounted for in the same manner as sale-leaseback transactions. The adoption of SFAS 145 did not have an impact on the results of operations or the financial position of NTT Group. Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities NTT Group adopted Emerging Issue Task Force Issue No. 03-02 (EITF 03-02), "Accounting for the Transfer to the Japanese Government of the Substitutional Portion of Employee Pension Fund Liabilities." This provides a consensus that Japanese employers should account for the entire separation process as a single settlement event upon completion of the transfer to the Japanese government of the substitutional portion of the benefit obligations and related plan assets. Prior to the actual transfer of the substitutional portion of the benefit obligations and related plan assets, no accounting should be affected. Additionally, EITF 03-02 requires that the resultant gain from the government subsidy which is the difference between the substitutional portion of the obligations settled, assuming a market discount rate, and the government-calculated amount which determines the plan assets required to be transferred, would be recognized as a gain at settlement. In June 2003, under the Law Concerning Defined-Benefit Corporate Pension Plans, NTT Kosei-Nenkin-Kikin applied to the Japanese government for permission to be alleviated of the future obligation to disburse the benefits covering the substitutional portion, and in September 2003, the approval was granted. However, in accordance with EITF 03-02, no accounting should occur until the completion of the entire transfer. It is undetermined when the transfer of the benefit obligations and related plan assets will take place and what the sum accompanying the settlement will be. SKYMARK AIRLINES: Posts Y576M Pretax Loss ----------------------------------------- Skymark Airlines Co. incurred an unconsolidated pretax loss of 576 million yen in the full year ended October 31, Kyodo News reports. For the second half to October 31, however, the discount carrier saw a parent-only pretax profit of 400 million yen, its first profit on a half-year basis since it inaugurated flight operations in 1998. * Corporate Bankruptcy Down in November --------------------------------------- In November, the number of companies that went under in South Korea fell to 440 from 480 in October, helped by a decline in the number of bankruptcies in the manufacturing sector, the Korea Herald reports, citing the Bank of Korea. The number of failed manufacturers shrank to 157 from 192 in November, while the number of bankrupt construction companies dropped from 72 to 65 and that for bankrupt service providers slid from 191 to 185. ========= K O R E A ========= KOOKMIN BANK: Intends to Purchase More Stock Next Year ----------------------------------------------------- Kookmin Bank plans to raise the portion of stock investments in its asset portfolio next year, according to Yonhap News. For that purpose, Kookmin is mulling a plan to increase the ceiling on the amount of funds, which can be tapped from its bank accounts for equity investments. LG CARD: Hana Bank Bows Out of Bidding --------------------------------------- Hana Bank, one of the eight creditors for LG Card Co., declared Friday that it will not join the upcoming bidding for the ailing credit card issuer, citing its messy finances, Yonhap News reports, citing Hana Bank President Kim Seung-yu. LG Card will be auctioned off on December 31 in a sale limited to its eight local creditors, TCR-AP reported recently, citing main creditor Woori Bank. The bidding price for LG Card will start at one trillion won (US$840 million) and the buyer will also have exclusive rights to acquire LG Investment Securities together with the ailing card unit. LG CARD: No Plans for Solo Bid, Says KDB ---------------------------------------- The Korea Development Bank (KDB) will not consider a solo bid for LG Card Co., but might join a consortium bidding for the ailing credit card firm, according to Reuters, citing KDB Governor Yoo Ji-chang. Woori Bank, the core banking unit of Woori Financial Group and the main creditor for LG Card, said it would consider bidding once detailed financial information from a due diligence was available. LG Group, struggling with heavy bad loans at its card unit, agreed on Tuesday to give up its card and brokerage unit to keep the conglomerate away from losses stemming from LG Card. Including its financial affiliates, LG Group ranks second among Korean business groups, behind Samsung. LC CARD: Posts US$2.7B Deficit ------------------------------ LG Card Co. posted a deficit of 3.2 trillion won (US$2.7 billion) in net asset value as of October 31, JoongAng Daily reports, citing an audit of the Company's books conducted by Samjong KPMG. Although net asset value of LG Card stood at 986 billion won, serious liquidity problems led to a sharp depreciation of its assets, by 4.2 trillion won. That would make the net value of LG Card a deficit of 3.2 trillion won, a full erosion of its capital. The creditors said LG blamed bad debt provision for unpaid credit card debt. Despite its precarious financial situation, the sale of the Company will continue. Foreign investors are to be excluded from the auction for the card Company on government concerns of letting foreigners has too much control over South Korea's financial sector. =============== M A L A Y S I A =============== AOKAM PERDANA: Issues Restructuring Scheme Update ------------------------------------------------- Aokam Perdana Bhd refers to the announcement made on behalf of the Board of Directors of the Company on 19 September 2003 and 14 October 2003 in relation to the Proposals: On behalf of the Board, Southern Investment Bank Berhad announced that Aokam had via a supplemental agreement dated 15 December 2003 with the vendors of Key Heights Sdn Bhd (KHSB), namely Amalan Menang Sdn Bhd, Ong Sok Hean and Samudera Sentosa Sdn Bhd, mutually agreed to revise the mode of settlement in relation to the proposed acquisition of the entire issued and paid-up share capital of KHSB comprising 6,000,002 ordinary shares of RM1.00 each (Shares) (Proposed Acquisition). FCW HOLDINGS: Answers KLSE Query -------------------------------- FCW Holdings Berhad refers to its earlier announcement dated 16 December 2003 in reply to the query by the Exchange pertaining to the article appearing in The Sun, Financial Daily, on Monday, 15 December 2003. With regards to the 1st and 2nd sentences, our Executive Director, Mr. Ong Bing Yap, confirms that they were made in a general context that the Company is currently exploring opportunities in order to expand the Group's operations. The financial impact on the Group from these opportunities was never mentioned. He also said that the negotiations with some parties were still ongoing as announced on 8 December 2003 but as at to date, no proposal has been finalized. Apart from the above, no statement was made which relates to the third "underlined sentence" set out in your letter. Query Letter content: The Kuala Lumpur Stock Exchange (KLSE) refers to the above news article appearing in The Sun, Financial Daily, page 2, Monday, 15 December 2003, a copy of which is enclosed for your reference. In particular, we would like to draw your attention to the underlined sentences, which are reproduced as follows:- " FCW Holdings Bhd ... is talking to several parties to explore opportunities in a non-information technology related field, says its executive director Ong Bing Yap." " It will be a diversification move to stir the group back to profitability." " He says the group is currently trying to identify suitable partners in a "hot" business. " In accordance with the Exchange's Corporate Disclosure Policy, you are requested to furnish the Exchange with an announcement for public release confirming or denying the above reported article and in particular the underlined sentences after due and diligent enquiry with all the directors, major shareholders and all such other persons reasonably familiar with the matter about which the disclosure is to be made in this respect. In the event you deny the above sentences or any other part of the above reported article, you are required to set forth facts sufficient to clarify any misleading aspects of the same. In the event you confirm the above sentence or any other part of the above reported article, you are required to set forth facts sufficient to support the same. Please furnish the Exchange with your reply within one (1) market day from the date hereof. Yours faithfully LISA LAM Sector Head Issues & Listing LL/GTH c.c. Securities Commission (via fax) NALURI BERHAD: Enters Share Sale Agreement ------------------------------------------ Further to the announcement made by Aseambankers Malaysia Berhad (Aseambankers) on behalf of the Special Administrators (SAs) of Naluri Berhad (Special Administrators Appointed) (Naluri) in relation to the abovementioned proposals, Aseambankers announced on behalf of the SAs of Naluri that the Company, had, on 18 December 2003, entered into the following share sale agreements for the acquisition of further equity interest in UISB, UVISB, UFSB and USISB: (i) Share sale agreement with Si Sai Khek @ Sai Khek, Chee Soon Kiew, Lim Chooi, Ng Seow Ying, Ng Seng Kee, Ng Seng Cheong and Ng Seng Hoe for the proposed acquisition of an aggregate of 1,219,277 ordinary shares of RM1.00 each in UISB representing the 19.508% equity interest in UISB for a total cash consideration of approximately RM13.317 million; (ii) Share sale agreement with Si Sai Khek @ Sai Khek, Chee Soon Kiew, Lim Chooi, Ng Seow Ying, Ng Seng Kee, Ng Seng Cheong, Ng Seng Hoe and Kong Hock Bu for the proposed acquisition of an aggregate of 555,837 ordinary shares of RM1.00 each in UVISB representing the 8.136% equity interest in UVISB for a total cash consideration of approximately RM5.597 million; (iii) Share sale agreement with Chee Soon Kiew, Lim Chooi, Ng Seow Ying, Ng Seng Kee, Ng Seng Cheong and Ng Seng Hoe for the proposed acquisition of an aggregate of 117,409 ordinary shares of RM1.00 each in USISB representing the 7.827% equity interest in USISB for a total cash consideration of approximately RM1.748 million; (iv) share sale agreement with Si Sai Khek @ Sai Khek, Chee Soon Kiew, Lim Chooi, Ng Seow Ying, Ng Seng Kee, Ng Seng Cheong and Ng Seng Hoe for the proposed acquisition of an aggregate of 35,142 ordinary shares of RM1.00 each in UFSB representing 2.689% equity interest in UFSB for a total cash consideration of approximately RM0.031 million; and (v) Separate share sale agreements with Ng Wah @ Ng Khai Poh , Eng Kim Thoo @ Ng Kim Thoo, Ng King Kee, Ng Kim Joo, Shafiee Sharif Ng bin Abdullah and Ng Tan Loke (who is a vendor in respect of the shares in UVISB only) for the proposed acquisition of an aggregate of 533,523 ordinary shares of RM1.00 in UISB, 1,013,884 ordinary shares of RM1.00 each in UVISB, 68,931 ordinary shares of RM1.00 each in UFSB and 156,544 ordinary shares of RM1.00 each in USISB for an aggregate consideration of approximately RM18.427 million ("UI Group Trust Shares SSAs"). The UI Vendors (as previously defined) shall hereinafter include the additional vendors mentioned in (i) to (iv) above ("Minority Vendors") and the vendors mentioned in (v) above (hereinafter known as "Trust Vendors") who were also parties to the share sale agreements signed on 12 December 2003 as announced. The abovementioned share sale agreements in (i), (ii), (iii) and (iv) shall collectively be referred to as "UI Group Minority SSA" which, together with the UI Group Trust Shares SSA in (v) above, shall hereinafter form part of the UI Group SSA. The proposals in connection to the UI Group Minority SSA and the UI Group Trust Shares SSAs shall collectively and hereinafter be referred to as "Proposed UI Group Minority Acquisition". Following the abovementioned UI Group Minority SSA and the UI Group Trust Shares SSAs, and together with the share sale agreements executed on 12 December 2003 in relation to the Proposed UI Group Acquisition (hereinafter, the said agreements signed on 12 December 2003 are referred to as "UI Group Majority SSA" and the proposed acquisitions in relation thereto are referred to as "Proposed UI Group Majority Acquisition"), the Proposed UI Group Acquisition (being the Proposed UI Group Majority Acquisition and the Proposed UI Group Minority Acquisition, collectively) would now entail the following: (i) Proposed acquisition of 100% effective equity interest in UISB; (ii) Proposed acquisition of 100% effective equity interest in UVISB*; (iii) Proposed acquisition of 92.772% effective equity interest in UFSB**; and (iv) Proposed acquisition of 70% effective equity interest in USISB. Notes: * 19.028% owned by UISB ** 64.799% owned by UISB NCK CORPORATION: Enters Second Supplemental Sale Agreement ---------------------------------------------------------- APB Resources Berhad (APB) has on 15 December 2003 entered into a Second Supplemental Sale and Purchase Agreement (Agreement) with Yap Kow @ Yap Kim Fah, Chi Hoo @ Chu Chi Hoo, Loh Siew Hooi, Danau Restu Sdn Bhd, Rare Prestige Sdn Bhd, TTS Resources Sdn Bhd, Lim Hong Liang, Aspirasi Jitu Sdn Bhd, Cheong Boon Yu, Gan Chin Boon, Jaafar bin Padil, Lim Lye Hock, Johari Low Abdullah, Loo Pak Soon and Tan Teng Khuan (Collectively known as "Vendors of EJ), in conjunction with the Proposed Modifications to the Proposed Restructuring Scheme (Modifications) as announced on 3 November 2003. The other salient terms of the Agreement include the amendments and insertion of new terms to the Sale and Purchase Agreement entered into on 6 June 2002 (SPA) are as follows: (i) The entire Clause 3.1(iv) of the SPA shall be amended and read as follows: "The obtaining of the approvals of the relevant regulatory authorities, which include the Securities Commission, the Ministry of International Trade and Industry, the Foreign Investment Committee, and the KLSE, in respect of the following proposals which includes all amendments, revisions and modifications made thereto: (a) The proposed acquisition of the 45,638,085 ordinary shares of RM1.00 each in Era Julung Sdn Bhd by APB to be satisfied by the issuance of 51,837,000 new ordinary shares of RM1.00 each in APB (APB Shares) at par and 25,000,000 5.5percent 2004/2009 Cumulative Irredeemable Preference Shares of RM1.00 each to Vendors of EJ; (b) The proposed acquisition of the entire issued and paid up share capital of NCK by APB; (c) The proposed transfer of listing status by NCK to APB; (d) The proposed disposal of the entire issued and paid up capital of NCK by APB subsequent to the above transfer of listing status; (e) The proposed restricted rights issue of 2,802,000 new APB Shares; (f) The proposed public issue of 2,000,000 new APB Shares; (g) The proposed special issue of 16,200,000 new APB Shares to bumiputra investors to be approved by the Ministry of International Trade and Industry at par; (h) The proposed listing of and quotation for the entire enlarged issued and paid-up share capital of APB on the Main Board of the Kuala Lumpur Stock Exchange; (i) The proposed acquisition by APB of 4,900 ordinary shares of RM1.00 each and 4,300,000 twelve percent (12percent) 2003/2013 redeemable convertible preference shares (RCPS) in EPIC Constant Sdn Bhd from Musteq Energy Services Sdn Bhd, for a purchase consideration of RM4,304,900; (j) The proposed acquisition by APB of 4,900 ordinary shares of RM1.00 each and 4,300,000 twelve percent (12percent) 2003/2013 RCPS in Konsep Realiti Sdn Bhd from Projass Engineering Sdn Bhd, for a purchase consideration of RM4,304,900; and (k) The proposed issuance of an additional 1,300,000 new APB Shares to NCK, its assigns and/or creditors' agents as compensation for the extension of the implementation of the Proposed Restructuring Scheme to 31 March 2004." Save and except to the extent that the Agreement is varied or modified herein, all other terms and conditions as contained in the SPA (entered into on 6 June 2002) shall remain unaffected and remain in full force and effect, which shall for all intents and purpose of construction be read as a single documents. SASHIP HOLDINGS: Executes Supplemental Agreements ------------------------------------------------- Further to the announcement dated 12 December 2003, AmMerchant Bank Berhad (AmMerchant Bank), on behalf of Saship Holdings Berhad, announced that the following supplemental agreements have been executed on 18 December 2003: (i) Supplemental agreement to the Principal Agreement dated 21 November 2003 and the supplemental letter dated 5 December 2003 between the Special Administrators of SHB and Ramunia Energy & Marine Corporation Sdn Bhd (Ramunia) (Supplemental Principal Agreement); (ii) Supplemental agreement to the TR Yard Sale Agreement dated 5 December 2003 between Ramunia and its wholly-owned subsidiary, Operasi Unggul Sdn Bhd (Operasi Unggul) (Supplemental TR Yard Sale Agreement); and (iii) Supplemental agreement to the RFSB Share Sale Agreement dated 5 December 2003 between Ramunia and its wholly-owned subsidiary, Operasi Unggul Sdn Bhd (Operasi Unggul) (Supplemental RFSB Share Sale Agreement). (The Supplemental Principal Agreement, Supplemental TR Yard Sale Agreement and Supplemental RFSB Share Sale Agreement are collectively referred to as "Supplemental Agreements) The Proposed Transactions to be undertaken by SHB as revised pursuant to the Supplemental Agreements are set out in Section 2 below. 2. SALIENT TERMS OF THE SUPPLEMENTAL AGREEMENTS 2.1 Revisions to the Proposed Transactions The revisions to the Proposed Transactions are as follows: (i) Proposed Ramunia Assets Acquisitions Simultaneous with the implementation of the Proposed Share Swap and Proposed Debt Settlement (as defined in the announcement dated 21 November 2003), the acquisition by Operasi Unggul of Teluk Ramunia Fabrication Yard (TR Yard) and the entire issued and paid-up share capital of Ramunia Fabricators Sdn Bhd (RFSB) (RFSB Shares) (collectively known as "Ramunia Assets) in the following manner: (a) Operasi Unggul shall acquire TR Yard from Ramunia for a total consideration of RM160,000,000 (TR Yard Consideration) to be satisfied in the following manner:- - The issuance of 48,000,000 ordinary shares of RM1.00 each (Shares) at par credited as fully paid-up together with 86,400,000 detachable warrants in Operasi Unggul (Warrants) on the basis of nine (9) Warrants for every five (5) Shares issued for the proposed acquisition of TR Yard; - The issuance of 48,000,000 irredeemable convertible unsecured loan stocks 2004/2007 by Operasi Unggul (ICULS A) at its nominal value; and - The issuance of 64,000,000 irredeemable convertible unsecured loan stocks 2004/2009 by Operasi Unggul (ICULS B) at its nominal value. (b) Operasi Unggul shall acquire the entire issued and paid-up share capital of RFSB from Ramunia for a total consideration of RM100,000,000 (RFSB Consideration) to be satisfied in the following manner:- - The issuance of 30,000,000 Shares at par credited as fully paid-up together with 54,000,000 detachable Warrants on the basis of nine (9) Warrants for every five (5) Shares issued for the proposed acquisition of RFSB; - The issuance 30,000,000 ICULS A at its nominal value; and - The issuance of 40,000,000 ICULS B at its nominal value. (TR Yard Consideration and RFSB Consideration are collectively referred to as the "Purchase Considerations). (ICULS A and ICULS B are collectively known as "ICULS) (ii) Proposed Restricted Offer for Sale (ROS)/Placement After the completion of the Proposed Share Swap, Proposed Debt Settlement and Proposed Ramunia Assets Acquisitions, Ramunia shall cause a proposed restricted offer for sale/placement in the manner set out below: (a) Proposed ROS/Placement of Shares The Creditors' Agent will offer for sale 9,324,040 Shares to the existing shareholders of SHB and place out 14,851,920 Shares to the public via private placement or retail offering at the offer price of RM1.00 per Share. (b) Proposed ROS of ICULS with Warrants/Placement of ICULS and/or Warrants Ramunia will offer for sale 18,648,080 ICULS A and 37,296,160 ICULS B with 9,324,040 free Warrants to the existing shareholders of SHB at the offer price of RM1.00 per ICULS. In addition, Ramunia may place out such number of ICULS and/or Warrants in order to meet the public shareholding spread requirement of the Kuala Lumpur Stock Exchange Listing Requirements. Ramunia from the Shares upon issuance will detach the Warrants. Acceptance of the Proposed ROS of Shares by an existing shareholder of the Company is conditional upon the same shareholder acquiring two (2) ICULS A and four (4) ICULS B pursuant to the Proposed ROS for every one (1) Share acquired. Acceptance of the Proposed ROS of ICULS A by an existing shareholding of the Company is conditional upon the same shareholder acquiring one (1) Share and four (4) ICULS B pursuant to the Proposed ROS for every two (2) ICULS A acquired. Acceptance of the Proposed ROS of ICULS B by an existing shareholding of the Company is conditional upon the same shareholder acquiring two (2) ICULS A and one (1) Share pursuant to the Proposed ROS for every four (4) ICULS B acquired. Ramunia shall transfer or cause to be transferred/issued a Warrant free of charge to every existing shareholder of the Company who has acquired one (1) Share, two (2) ICULS A and four (4) ICULS B at the time that the Share and the ICULS shall be registered in the name of the existing shareholder of the Company. Ramunia undertakes to procure underwriting arrangements to be in place to underwrite the 24,175,960 Shares to be issued to the Creditors Agent for the purposes of the Proposed ROS/Placement at the price of not less than RM1.00 per Share. Any costs and expenses incurred in relation thereto shall be borne by Ramunia. 2.2 Profit Guarantee In addition, Ramunia will provide a profit guarantee in favour of Operasi Unggul in the following terms: Ramunia represents, warrants and undertakes to Operasi Unggul that the profit after tax of RFSB for the financial year ending 31 October 2004 shall not be less than the forecast profit after tax as determined by a firm of reporting accountants (Forecast PAT) appointed by the Company or the Special Administrators set out in the submission to the Securities Commission made pursuant to the Principal Agreement (Guaranteed Sum). In the event that the actual profit after tax of RFSB for the financial year ending 31 October 2004 is less than the Forecast PAT for the said financial year, Ramunia shall irrevocably and unconditionally, within fourteen (14) days from the receipt of a written notice from Operasi Unggul, pay to Operasi Unggul in cash the difference between the Guaranteed Sum and the actual profit after tax. Save for the above revisions and the deletion of all references to Maritime Industrial Services Co. Ltd. Inc., the other terms and conditions of the Principal Agreements, TR Yard Sale Agreement and RFSB Share Sale Agreement remained unchanged. 3. BASIS OF DETERMINING THE CONVERSION PRICE OF THE ICULS AND THE EXERCISE PRICE OF WARRANTS The conversion price of the ICULS of RM1.00 is based on the issue price of the new Shares and the par value of the Shares. The exercise price of the Warrants is RM1.10, which is 10% premium over the par value of the Shares. The principal terms of the ICULS A, ICULS B and Warrants are set out in Table 1, Table 2 and Table 3 respectively of the appendix to this announcement. 4. EFFECTS OF THE PROPOSED TRANSACTIONS The effects of the Proposed Transactions are as follows: 4.1 Share Capital The changes to the issued and paid-up share capital of Operasi Unggul as a result of the Proposed Transactions are set out in Table 4 of the appendix to this announcement. 4.2 Net Tangible Asset (NTA) and Gearing The proforma effects of the Proposed Transactions on the NTA and gearing of Operasi Unggul as at 31 October 2003 are set out in Table 5 of the appendix to this announcement. 4.3 Earnings The Proposed Transactions are not expected to have any material effect on the earnings of the SHB group of companies for the financial year ending 31 December 2003 as the Proposed Transactions are only expected to be completed in the financial year ending 31 December 2004. The Proposed Transactions are expected to contribute positively to the earnings of Operasi Unggul in the future years. 4.4 Substantial Shareholders' Shareholdings The proforma effects of the Proposed Transactions on the substantial shareholders' shareholdings in Operasi Unggul are set out in Table 6 of the appendix to this announcement. 4.5 Dividends As SHB is a distressed listed company placed under special administration, SHB will not be declaring any dividend in respect of the current financial year ending 31 December 2003. 5. RECOMMENDATION BY THE SPECIAL ADMINISTRATORS The Special Administrators, having considered all aspects of the Proposed Transactions, is of the opinion that the Proposed Transactions are in the best interests of SHB. 6. DOCUMENTS FOR INSPECTION The Supplemental Agreements will be available for inspection at the office of SHB (Special Administrators Appointed) c/o Ernst & Young at 4th Floor, Kompleks Antarabangsa, Jalan Sultan Ismail, 50250, Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. SIN HENG: Seeks Revised Scheme Extension ---------------------------------------- Southern Investment Bank Berhad refers to the announcements made on behalf of the Special Administrators (SA) of Sin Heng Chan (Malaya) Berhad - Special Administrators Appointed (SHCM) on 25 June 2003, 8 October 2003 and 12 November 2003. On behalf of the SA, Southern Investment Bank Berhad (SIBB) announced that the Company had on 10 October 2003, applied to the Securities Commission (SC) for a further extension of time of six (6) months from the date of approval of the SC on the Proposed Revised Scheme (Extension Sought) to complete the Proposed Revised Scheme. SIBB, on behalf of the SA, will make the announcement to the Kuala Lumpur Stock Exchange upon receipt of the SC's decision on the Extension Sought in due course. ===================== P H I L I P P I N E S ===================== NATIONAL STEEL: LNM Hikes Upfront Cash Offer to P2.5B ----------------------------------------------------- The LNM Group increased its offer for an upfront cash payment of 2.5 billion pesos to immediately rehabilitate National Steel Corporation and invest 4 billion pesos for repairs, upgrades and working capital in the first year, the Philippine Star reports. Earlier, LNM's upfront cash offer was 2 billion pesos, besting the other contending group's 1 billion pesos upfront cash offer. The LNM Group is committed to bring up NSC's production capacity to levels never reached by the steel firm before it closed down in November. 1999. If LNM reaches a deal with the banks, Tierie said it could start recruiting former NSC employees by January next year. ================= S I N G A P O R E ================= BOON FONG: Creditors First Meeting Set for January 9 ---------------------------------------------------- Notice to creditors and contributories of first meeting (Under the Order for winding up of Boon Fong Manufacturing & Trading Pte Ltd (In Compulsory Liquidation) dated the 10th day of October 2003). Notice is hereby given that the first meeting of creditors and contributories in the above matter will be held at 6 Shenton Way, #32-00 DBS Building Tower Two, Singapore 068809 on Friday, the 9th day January 2004 at 10 A.M. for the following purposes: AGENDA 1. To receive an update from the Liquidators on the progress of the liquidation. 2. To consider the appointment of a Committee of Inspection pursuant to section 277 (1) of the Companies Act (Chapter 50). 3. To consider any other matter which may properly be brought before the meeting. To entitle creditors to vote thereat, creditors' proof; if not already lodged, must be lodged at our office no later than 12.00 o'clock on the 2nd day of January 2004. Forms of proof and of general and special proxies may be obtained from the Liquidators. Proxies to be used at the meeting must be lodged at our office no later than 12.00 o'clock on the 2nd day of January 2004. WEE AIK GUAN and TAM CHEE CHONG Joint and Several Liquidators. 6 Shenton Way #32-00 DBS Building Tower Two Singapore 068809. CHANNEL K: Issues Dividend Notice --------------------------------- Channel K TV Pte Ltd. (In Creditors' Voluntary Liquidation) issued a notice of dividend as follows: Address of Registered Office: c/o 8 Cross Street #17-00 PWC Building Singapore 048424. Amount per centum: 1.13 cents to a dollar. First and final or otherwise: Second and Final Dividend. When payable: 26th December 2003. Where payable: c/o PricewaterhouseCoopers 8 Cross Street #17-00 PWC Building Singapore 048424. CHRISTIE'S ASSETS: Creditors Must Submit Claims by January 19 ------------------------------------------------------------- The creditors of Christie's Assets Pte Limited (In Members' Voluntary Liquidation), which is being wound up voluntarily are required on or before the 19th day of January 2004 to send in their names and addresses and particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the undersigned, the liquidator of the said Company and, if so required by notice in writing by the said liquidator are, by their solicitors or personally, to come in and prove their 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. LEE KAY BENG Liquidator. c/o 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581. DILIGENT AIR-CON: Schedules Winding Up Hearing January 9 --------------------------------------------------------- The petition to wind up Diligent Air-Con Engineering Pte Ltd is set for hearing before the High Court of the Republic of Singapore on January 9, 2004 at 10 o'clock in the morning. RHB Bank Berhad, a creditor, whose address is situated at No. 90 Cecil Street #01-00, Singapore 069531, filed the petition with the court on November 13, 2003. The Petitioner's solicitors are Messrs Billy & Alsree of No. 151 Chin Swee Road, #11/11-13 Manhattan House, Singapore 169876. Any person who intends to appear on the hearing of the petition must serve on or send by post to Messrs David Siow Chua a notice in writing not later than twelve o'clock noon of the 8th day of January 2004 (the day before the day appointed for the hearing of the Petition). FENGMEI BUILDERS: Petition to Wind Up Pending --------------------------------------------- The petition to wind up Fengmei Builders Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on January 9, 2004 at 10 o'clock in the morning. Hongkong and Shanghai Banking Corporation Limited, a creditor, whose address is situated at 21 Collyer Quay, #14-01 HSBC Building, Singapore 049320, filed the petition with the court on November 27, 2003. The Petitioner's Solicitors are Messrs Khattar Wong & Partners of 80 Raffles Place, #25-01 UOB Plaza 1, Singapore 048624. Any person who intends to appear on the hearing of the petition must serve on or send by post to Messrs Khattar Wong & Partners a notice in writing not later than twelve o'clock noon of the 8th day of January 2004 (the day before the day appointed for the hearing of the Petition). OILVEST INTERNATIONAL: Issues First & Final Dividend ---------------------------------------------------- Oilvest International Services Pte Ltd. issued a notice of first and final dividend as follows: Address of Registered Office: Formerly of 39C North Canal Road Singapore 059295. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 410 of 1999. Amount Per Centum: 2.266percent. First and Final or otherwise: First & Final Dividend. When Payable: 10th December 2003. Where Payable: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. TOH HWEE LIAN Assistant Official Receiver. PRE-CON MARKETING: Petition to Wind Up Pending ---------------------------------------------- The petition to wind up Pre-con Marketing Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on January 9, 2004 at 10 o'clock in the morning. Saniton Ceramic Pte Ltd., a creditor, whose address is situated at 54 Woodlands Industrial Park E, Singapore 757826, filed the petition with the court on November 21, 2003. The Petitioner's Solicitors are Messrs Philip Loh & Co. of No. 171 Chin Swee Road, #10-06 San Centre, Singapore 169877. Any person who intends to appear on the hearing of the petition must serve on or send by post to Messrs David Siow Chua a notice in writing not later than twelve o'clock noon of the 8th day of January 2004 (the day before the day appointed for the hearing of the Petition). SENG HUP: Releases Preferential Dividend ---------------------------------------- Seng Hup Electric Company (Singapore) issued a notice of intended preferential dividend as follows: Name of Company: Seng Hup Electric Company (Singapore) Private Limited (In Creditors' Voluntary Liquidation). Address of Liquidators' Office: 8 Cross Street #17-00 PWC Building Singapore 048424. Last Day for Receiving Proofs: 2nd January 2004. Name of Liquidator(s): Chan Ket Teck and Goh Thien Phong. SINGAPORE LEASING: Issues Dividend Notice ----------------------------------------- Singapore Leasing International (Pte) Ltd issued a notice of intended dividend as follows: Address of Registered Office: c/o 10 Collyer Quay #21-01 Ocean Building Singapore 049315. Court: High Court of Singapore. Number of Matter: 600004 of 2001. Last day of receiving proofs: 26th December 2003. Name of Liquidator: Ong Yew Huat. Address: 10 Collyer Quay #21-01 Ocean Building Singapore 049315. SYMBOLIC BUILDERS: Issues Winding Up Order Notice ------------------------------------------------- Symbolic Builders Pte Ltd issued a notice of winding up order made on the 28th day of November 2003. Name and address of Liquidator: The Official Receiver Insolvency and Public Trustee's Office The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. Messrs CHOW PENG & PARTNERS Solicitors for the Petitioners. TRANSCARE ASIA: Winding Up Hearing Set January 16 ------------------------------------------------- The petition to wind up Transcare Asia Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on January 16, 2004 at 10 o'clock in the morning. The United Overseas Bank Limited, a creditor, whose address is situated at 80 Raffles Place, UOB Plaza, Singapore 048624, filed the petition with the court on December 11, 2003. The Petitioner's solicitors are Messrs Lee & Lee of 5 Shenton Way, #19-00 UIC Building, Singapore 068808. Any person who intends to appear on the hearing of the petition must serve on or send by post to Messrs David Siow Chua a notice in writing not later than twelve o'clock noon of the 15th day of January 2004 (the day before the day appointed for the hearing of the Petition). =============== T H A I L A N D =============== BANGKOK BANK: Intends to Pay Dividend Next Year ----------------------------------------------- Bangkok Bank PCL promises to pay dividends next year, its first since the 1997-98 Asian financial crisis, Dow Jones said last week. According to Vice President Piyapan Tayanithi, the bank will soon propose to shareholders a plan to eliminate THB29.1 billion in retained losses so that it can pay the dividend. The bank plans to distribute 25% of next year's profit as dividends. "The bank would also present its shareholders with a plan to call for an early redemption of THB46 billion worth of hybrid debt maturing next year, or it may choose to change the conditions on the return of the debt, which is currently 11% annually," Mr. Piyapan told Business Day, according to Dow Jones. KRUNG THAI: Forecasts 50% Increase in 'Bottom line' Next Year ------------------------------------------------------------- Krung Thai Bank PCL projects next year's net profit to jump by 50% as restructuring efforts and credit expansion begin bearing fruit. An unnamed executive recently told local daily, Post Today, the bank is on course to end 2003 with a THB8.94 billion net profit. Next year's bottom line is expected to reach THB12 billion, he said, according to Dow Jones. The same paper said the bank may need to set aside an additional loan loss provision of THB3.6 billion in the fourth quarter to cushion any possible loss if part of its extended loans turn sour. The bank extended as much as THB200 billion of credit this year. THAI MILITARY: No Firm Agreement with DBS Bank Yet, Says Chair -------------------------------------------------------------- Thai Military Bank Chairman Sommai Phasee denies a merger with DBS Bank is already a done deal. This he said to clarify reports last week that the Ministry of Finance has already reached an agreement with the Singaporean bank. In an interview with Business Day, Mr. Sommai admitted DBS is one of the potential partners being considered but there's still no firm agreement on the table. "TMB hasn't said yes or no to anyone. The final decision will be made late next month," he told the paper. Last week, a source at the Ministry of Finance, which owns 40.61% of the bank, said the merger with Southeast Asia's largest commercial bank is assured. Business Day quoted the source saying, "negotiation with other prospective business partners has been stopped and there is a high possibility that TMB will merge with the DBS Bank." According to Mr. Sommai, DBS Bank has proposed a Swap system for the merger between TMB and DBS Thai Danu Bank (DTDB). He did not elaborate. DBS Bank currently holds 51.7 percent in DTDB, while other major shareholders of Thai Military Bank include Prime Minister Thaksin Shinawatra's son Panthongtae and Thai Life Insurance Plc. Mr. Sommai declined to identify other potential investors in his bank. Business Day, however, floated Singaporean bank, United Overseas Bank, which holds a majority stake in UOB Radanasin Plc. It has publicly stated its intention to acquire more assets in Thailand. THAI MILITARY: Names Subhak Siwaraksa New President --------------------------------------------------- Subhak Siwaraksa has been appointed president and concurrent board director of Thai Military Bank PCL. He replaces Siri Ganjarerndee who resigned in July, according to Business Day. TMB Chairman Sommai Phasee said the bank president will assume office as soon as the Ministry of Finance approves the appointment. THAI PETROCHEMICAL: Pays Defaulted Interest for April-November -------------------------------------------------------------- Thai Petrochemical Industry PCL was expected Friday to pay creditors US$41 million in overdue interests, according to Dow Jones. These interests are overdue amounts for the months of April to November. The company stopped paying the US$8 million monthly interest in April when its administrative team was removed and an interim debt plan administrator was appointed by the country's bankruptcy court. The payment last Friday was at a discount, in that the company only paid US$5 million, instead of US$8 million for each of the month it defaulted on the payment. Dow Jones said creditors had indicated they will accept the payment. An official at Bangkok Bank PCL (BBL.TH), TPI's largest creditor, told Dow Jones however that accepting the reduced payment should not mean it has accepted the discount. The bank executive said creditors will weigh the US$3 million discount between now and early next year, when the debt plan administrator of the company submits a revised debt- restructuring proposal. "Under the administrator's proposal, for unpaid interest between April and December, TPI will be charged 1% above London Interbank Offered Rate (LIBOR) for the foreign-currency denominated loans, and given 1% discount from the local Minimum Lending Rate (MLR) for the baht-denominated portion," explains Dow Jones. "Under TPI's existing debt-restructuring plan, interest charges are 2% above LIBOR and 2% above MLR." The current administrator was nominated by the Finance Ministry and appointed by the court in July. The company is considered Thailand's biggest debt defaulter since the 1997 financial crisis. Its outstanding debt stood at US$2.8 billion at the time of the removal of the previous administrator. TPI POLENE: Thai SEC Sues Founder's Wife for Stock Manipulation --------------------------------------------------------------- Orapin Leophairatana, former executive director and wife of TPI Polene PCL founder Prachai Leophairatana, was charged last week before the Economic Crime Investigation Division (ECID) of the Thai Securities and Exchange Commission. The commission sued Mrs. Leophairatana for suspected share price manipulation, which allegedly attended her purchase of 16.5 million shares through unidentified proxy accounts in February and March this year. An unnamed former employee was similarly charged by the Commission before the ECID, which will decide whether to take the case to court. The regulator claims the share purchases helped prop up TPI Polene's shares around THB17 ($0.429) for 20 days from late February, when the market was falling in the run-up to the Iraq War. Mrs. Leophairatana denied the accusations and vowed to oppose the complaint. "I am innocent and I will defend myself," she told Reuters. The company has been undertaking a US$1.1 billion debt restructuring since 2001 via a debt-for-equity swap and debt buy-back. It plans to sell 300 million new shares in the middle of January to raise at least US$180 million. ********* 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. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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