/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040218.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 Wednesday, February 18, 2004, Vol. 7, No. 33 Headlines A U S T R A L I A NATIONAL AUSTRALIA: Launches A$500M Note Issue for BOS NATIONAL AUSTRALIA: May Sell European Operations QANTAS AIRWAYS: Commence Services to Mumbai, Shanghai VILLAGE ROADSHOW: Seeks Trading Halt C H I N A & H O N G K O N G E & FAR: Winding Up Petition Set for March 3 GAINWINSON ENTERPRISE: Winding Up Petition Slated for March 24 RICH SIGHT: Faces Winding Up Petition SINO SCORE: Cheng Cheuk Initiates Winding Up Petition I N D O N E S I A BANK LIPPO: Central Bank Blocks Takeover EXCELCOMINDO PRATAMA: China Telecom Halts Takeover Plan GARDUDA INDONESIA: Set to Name New President J A P A N KANEBO LTD.: SMBC Ratings Unaffected by Restructuring Plan, S&P KANEBO LIMITED: Scraps Plan to Sell Cosmetics Unit to Kao MITSUBISHI MOTORS: Restructures Entire Production System NISSHO IWAI: R&I Evaluates Merger Plan K O R E A HANARO TELECOM: Unveils Operational Business Plan for 2004 HANARO TELECOM: Discloses 4Q03 Operating Costs HANBO IRON: Sale Negotiations Resume KIA STEEL: KTIC Sells Stake to Hong Kong Firm M A L A Y S I A BERJAYA GROUP: SC OKs Restructuring Proposal DISCCOMP BERHAD: Issues Material Litigation Status GENERAL SOIL: Submits Restructuring Plan Proposal MBF HOLDINGS: Unit Enters Voluntary Liquidation PAN PACIFIC: Default Status Remains Unchanged PWE INDUSTRIES: Issues Restructuring Scheme Proposal SIN HENG: SC OKs Revised Scheme Proposal P H I L I P P I N E S MANILA ELECTRIC: Clarifies Refund Report NATIONAL STEEL: Creditors Require GIHL to Issue Bonds PHILIPPINE LONG: Post Changes in Investor's Briefing Venue S I N G A P O R E CAPITALAND LIMITED: Dormant Units Enter Liquidation EASTPAC CONSTRUCTION: Issues Winding Up Petition Order FORLUK TOBACCO: Creditors Must Submit Claims by March 15 HOTEL GRAND: Units Appoint Wu Wai Hong as Liquidator ISOFTEL LTD: Swings to Profit in Second Half of 2003 MERCATELA (PTE): Creditors Meeting Set for March 16 PROTECTION & INDEMNITY: Issues Final Dividend Notice SIMSCI ASIA: Releases Debt Claim Notice to Creditors T H A I L A N D SUN TECH: Submits Q203 Financial Results on February 23 SUN TECH: Posts Update on Restructuring Plan - - - - - - - - ================= A U S T R A L I A ================= NATIONAL AUSTRALIA: Launches A$500M Note Issue for BOS ------------------------------------------------------ The National Australia Bank (NAB) and Commonwealth Bank announced that they have launched a $A500 million ($US393.35 million) five-year Medium Term Note (MTN) issue for BOS International (Australia) Limited, Asia Pulse reports. The issue comprises a A$150 million minimum fixed rate tranche and an unspecified floating rate tranche. The MTNs will be marketed at 19 basis points to 20 basis points over the five-year mid swap rate/three month BBSW mid benchmark. Pricing will take place on February 17 at about 1500 AEDT. NATIONAL AUSTRALIA: May Sell European Operations ------------------------------------------------ John Stewart, the new Chief Executive of National Australia Bank (NAB) will consider selling the bank's U.K. and Irish operations, National Irish Bank (NIB), Northern Bank, Clydesdale Bank and the Yorkshire Bank, FML Exchange reports. Stewart, the former head of NAB's UK and Irish banks, succeeded Frank Cicutto as Chief Executive earlier this month after Cicutto resigned in the wake of a currency trading scandal that cost the bank A$360 million. QANTAS AIRWAYS: Commence Services to Mumbai, Shanghai ----------------------------------------------------- Qantas Airways said it applied to the International Air Services Commission for the rights to commence non-stop services from Australia to Mumbai in India and Shanghai in China, a Company statement said. The Executive General Manager of Qantas Airlines, John Borghetti, said the Mumbai services would operate three times per week beginning 1 September 2004 using two class Boeing 747- 300 aircraft. "These new services will, for the first time, operate non-stop to Mumbai, leaving Sydney on Wednesdays, Fridays and Sundays and landing in Mumbai 11.5 hours later," he said. Mr. Borghetti said Qantas was also finalizing plans to fly to Shanghai by the end of 2004. "India is one of the fastest growing economies in the world and the burgeoning trade relationship between Australia and India has increased demand for business travel between our two countries," Mr. Borghetti said. "In total, inbound passenger numbers from India to Australia are on the rise. "We are very excited about renewing our long-standing relationship with India which began in the 1940s, when our services stopped over in Calcutta." Mr. Borghetti said the new services highlighted the fact that Qantas' international operations were recovering from the devastating impact of the Iraq war and SARS. "While we have been adding capacity to routes we currently serve through more flights and larger aircraft, Qantas is particularly pleased to be able to add new destinations to the Qantas network and provide more opportunities for tourists to come to Australia." Qantas has recently announced it will: - Commence direct flights between Brisbane and Los Angeles from 14 June, the first time any airline has offered non-stop scheduled services on the route; - Fly non-stop between Perth and Hong Kong, and increase Brisbane-Hong Kong services, from next month; and - Increase capacity from Heathrow following the acquisition of two additional daily slots. Issued by Qantas Corporate Communication (3034) Media Contact: Corporate Communication Email: qantasmedia@qantas.com.au VILLAGE ROADSHOW: Seeks Trading Halt ------------------------------------ Village Roadshow Limited requested on Tuesday an immediate trading halt on its securities pending an announcement by the Takeovers Panel in respect of the Company's application before it. In addition, the Company will shortly thereafter make its own announcement to the market. It is anticipated that both announcements will be made later on February 17, 2004. The Company is not aware of any reason why the trading halt should not be granted. Shaun Driscoll Co Company Secretary For more information, go to http://bankrupt.com/misc/tcrap_village0217.pdf ============================ C H I N A & H O N G K O N G ============================ E & FAR: Winding Up Petition Set for March 3 -------------------------------------------- The petition to wind up E & Far Development Company Limited is set for hearing before the High Court of the Republic of Singapore on March 3, 2004 at 9:30 in the morning. China Merchants Bank, a creditor, whose registered office is situated at 7088, Shennan Road, Shenzhen, the People's Republic of China, filed the petition on November 21, 2003. The Petitioners' solicitors are Chiu, Szeto & Cheng of 17th Floor, C.M.A. Building, No. 64 Connaught Road Central, Hong Kong. Any person who intends to appear on the hearing of the petition must serve on or send by post to Chiu, Szeto & Cheng a notice in writing not later than twelve o'clock noon of the 2nd day of March 2004 (the day before the petition hearing). GAINWINSON ENTERPRISE: Winding Up Petition Slated for March 24 -------------------------------------------------------------- The petition to wind up Gainwinson Enterprise Limited is set for hearing before the High Court of the Republic of Singapore on March 24, 2004 at 9:30 in the morning. Bank of China (Hong Kong) Limited, a creditor, situated at 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong, filed the petition on December 31, 2003. The Petitioners' solicitors are OR, Ng & Chan of 11/F., Wings Building 110 Queen's Road Central, Hong Kong. Any person who intends to appear on the hearing of the petition must serve on or send by post to OR, Ng & Chan a notice in writing not later than twelve o'clock noon of the 23rd day of March 2004 (the day before the petition hearing). RICH SIGHT: Faces Winding Up Petition ------------------------------------- The petition to wind up Rich Sight Limited is set for hearing before the High Court of the Republic of Singapore on March 10, 2004 at 9:30 in the morning. Bank of China (Hong Kong) Limited, a creditor, situated at 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong, filed the petition on December 31, 2003. The Petitioners' solicitors are K.W. Ng & Co. of 11/F., Wings Building 110 Queen's Road Central, Hong Kong. Any person who intends to appear on the hearing of the petition must serve on or send by post to Arthur K.W. Ng & Co. a notice in writing not later than twelve o'clock noon of the 9th day of March 2004 (the day before the petition hearing). SINO SCORE: Cheng Cheuk Initiates Winding Up Petition ----------------------------------------------------- The petition to wind up Sino Score Investments Limited is set for hearing before the High Court of the Republic of Singapore on March 3, 2004 at 9:30 in the morning. Cheng Cheuk Hang, a creditor, situated at Room 1127, 11/F., Chui King House, Choi Hung Estate, Kowloon, Hong Kong, filed the petition on December 24, 2003. The Petitioners' solicitors are Tam Lee Po Lin, Nina of 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. Any person who intends to appear on the hearing of the petition must serve on or send by post to Arthur K.H. Chan & Co. a notice in writing not later than twelve o'clock noon of the 2nd day of March 2004 (the day before the petition hearing). ================= I N D O N E S I A ================= BANK LIPPO: Central Bank Blocks Takeover ---------------------------------------- Indonesia's central bank has refused to give final approval to the US$142 million sale of Lippo Bank to a consortium that includes Austria's Raiffeisen Zentralbank, the Financial Times reports. Bank Indonesia (BI) was withholding its approval until the "ultimate shareholders" of two investment funds included in the winning Swissasia Global consortium came forward. Under new regulations, those shareholders must sign letters promising to take responsibility for the bank. The move is seen as an attempt by the central bank to draw out Indonesia's Riady family, the bank's former owners, who many analysts believe are involved in the bid. The report said the central bank would not block the sale should the Riady's prove to be involved in the Swissasia consortium. EXCELCOMINDO PRATAMA: China Telecom Halts Takeover Plan ------------------------------------------------------- China Telecom Group has halted a plan to buy shares in cellular firm PT Excelcomindo Pratama (Excelcom) and may abandon the plan entirely, according to Dow Jones on Monday. "In full consideration of Indonesia's long-term political instability, as well as various risks arising from war and racial conflict, China Telecom finally halted this acquisition plan," the report said, citing an unnamed source familiar with the matter. Officials from China Telecom Group weren't immediately available for comment. GARDUDA INDONESIA: Set to Name New President -------------------------------------------- Garuda Indonesia Airways plans to appoint Samudra Sukardi as its new President this week replacing Indra Setiawan, according to Asia Pulse. Samudra Sukardi is now President of PT Abacus Distribution Systems Indonesia, a subsidiary of the Indonesian airline. Setyawan was to end his term in June 2003 to finish the remaining term of his predecessor Robby Djohan, but the government decided to keep him in his office until June this year. A factor affecting the Company's cash flow was repayment of debts under its debt-restructuring program that started in 2001 and is slated for completion in 2010, TCR-AP reported recently. Garuda had paid off a debt totaling US$111.8 million last year, for both the principal and interest. That leaves the Company's debt as of December last year at US$928.9 million. The carrier embarked on a massive debt-restructuring program in 2001 to get out of a debt trap -- resulting from years of what was deemed as inefficient operation. ========= J A P A N ========= KANEBO LTD.: SMBC Ratings Unaffected by Restructuring Plan, S&P --------------------------------------------------------------- Standard & Poor's Ratings Services said the restructuring plan announced by Kanebo Limited would have no impact on the rating of the Company's main creditor bank, Sumitomo Mitsui Banking Corporation (SMBC, BBB/Stable/A-2). Under the plan, Kanebo requested support from the Industrial Revitalization Corp. of Japan (IRCJ), and did not ask its creditor banks for debt forgiveness. As a result, SMBC will provide the company with only liquidity support, and will incur no sizable losses or damage to its business performance. Kanebo's other creditor banks are also unlikely to incur substantial losses, since IRCJ will purchase the firm's massive debt at face value from the entity that succeeds Kanebo's cosmetics unit. Some creditor banks, however, may need to revise their classifications of borrowers or increase their loan loss provisions. The accelerated restructuring of financially weak companies under the IRCJ scheme is a positive factor for SMBC and other Japanese banks. However, if the restructuring of these firms does not proceed smoothly, banks could still be requested to provide financial support such as debt-for-equity swaps. In Kanebo's case, despite the high profitability of its cosmetics business, the company's restructuring process may be hindered by the uncertain earnings prospects for its other operations, together with its huge debt burden. KANEBO LIMITED: Scraps Plan to Sell Cosmetics Unit to Kao --------------------------------------------------------- Struggling cosmetics maker Kanebo Limited has decided to scrap a plan to sell its core cosmetics business after facing strong opposition from employees, Channel News reported on Monday. Instead, Kanebo will seek the help of the government's Industrial Revitalization Corporation in order to restructure its operations. Kanebo officials declined to comment on the reports. The company had intended to sell its cosmetics division for more than 400 billion yen (3.8 billion dollars) to reduce its interest-bearing debts, which totaled some 520 billion yen at the end of September. MITSUBISHI MOTORS: Restructures Entire Production System -------------------------------------------------------- Struggling Mitsubishi Motors Corporation will restructure its entire production system in a bid to rebuild itself, Channel News Asia reports. President Rolf Eckrodt is expected to resign as early as April to take management responsibility since the initiative will lead to large financial and job losses. The carmaker plans to transfer production of its Pajero line to China, consolidate domestic operations and consider the sale of Southeast Asian joint ventures as part of the restructuring scheme. DaimlerChrysler AG, which owns 36.97 percent in the carmaker, will craft a new business plan based on the revamped production structure by the end of April and plans to carry out the realignment in three years. Eckrodt's successor will be sent from DaimlerChrysler as early as April. NISSHO IWAI: R&I Evaluates Merger Plan -------------------------------------- Rating and Investment Information Inc. (R&I) has assigned a Senior Long-term Credit Rating of BB+ and BB- to Nichimen and Nissho Iwai respectively and has been placing on a Rating Monitor scheme. Nichimen/Nissho Iwai Holdings is yet to be rated. Nichimen/Nissho Iwai Holdings announced on February 10 a merger between its consolidated subsidiaries Nissho Iwai and Nichimen, which is planned for April 1, 2004. The April merger takes place within the consolidated group so will have a neutral effect on the consolidated base creditworthiness of the Nichimen/Nissho Iwai Holdings. However, the merger will have a significant impact on the creditworthiness of Nichimen and Nissho Iwai, which are individually rated by R&I. With the merger of the two companies, a uniform credit rating will be assigned to the new corporation. Clear differences are becoming apparent in the profits and financial situations of blue chip and second tier companies in the general trading industry in Japan. Accordingly, R&I will assign a new rating to the new corporation based on its asset portfolio and financial base, in light of possible unrealized losses. R&I will also consider the ongoing stability of earnings and finance raising in its evaluation. ========= K O R E A ========= HANARO TELECOM: Unveils Operational Business Plan for 2004 ---------------------------------------------------------- In 2004, through the strengthening of its management and the improvement of its financial structure, Hanaro Telecom Inc. plans to achieve KRW 1.5 trillion in revenues and its first net profit since the commencement of its commercial services, and to prepare for a second leap in continuous development. In order to achieve these goals, Hanaro is enhancing its management team and improving its financial structure by 1) solidifying its competitive position in the broadband Internet market and improve its profitability, 2) increasing its market share in the local telephony market, and 3) increasing investment efficiency in its corporate leased line business. EXTRAORDINARY EXPENSES A large sum of expenses was increased due to the extraordinary cost relating to the company's preparations for the Extraordinary General shareholders' Meetings (EGM) and the closing cost for foreign equity infusion. Additionally, there was a slight decrease in revenue due to fierce price competition with SOs and small ISPs, which also contributed to a decrease in operating profit and EBITDA compared to the previous quarter. For additional information, please visit Hanaro Telecom's Investor Relations website: http://ir.hanaro.com/eng Investor Relations: Soon-Yub Samuel Kwon, 822-6266-2200-1 skwon@hanaro.com or Taylor Rafferty, New York Brian Rafferty, 212-889-4350 or Taylor Rafferty, London Noah Schwartz, 44-20-7936-0400 hanaro@taylor-rafferty.com HANARO TELECOM: Discloses 4Q03 Operating Costs ---------------------------------------------- Hanaro Telecom Inc. announced that its total operating costs in the fourth quarter of 2003 was 327.8 billion won, which included depreciation and amortization, commissions to Customer Care Centers and sales agents, telecommunication equipment lease expenses, interconnection fees, wages and salaries, and advertising. Despite the reduction of commission due to the decrease in subscriber numbers, costs increased by 5.6% compared to 3Q03 mainly due to the increase in advertising costs and extraordinary expenses for the EGM held in October and foreign equity infusion. Depreciation and amortization in 4Q03 increased to KRW 110.9 billion, up 1.7%, compared to KRW 109.0 billion in 3Q03. Commissions in 4Q03 totaled KRW 62.7 billion, down 5.9% from KRW 66.6 billion in 3Q03. A drop in commissions is attributable to slowdown of the subscriber growth and the downward adjustment of costs of customer management centers. Wages and Salaries amounted to KRW 20.9 billion in 4Q03, up 20.6% from KRW 17.4 billion in 3Q03. The increase came from KRW 2.8 billion of extraordinary severance and retirement payments made in connection with the restructuring of the management team. Telecommunications equipment lease expense was KRW 41.5 billion, up 1.8% from KRW 40.8 billion in 3Q03. This includes international telephony network lease expense of KRW 3.7 billion. Interconnection fees amounted to KRW 31.9 billion, down 5.3% from KRW 33.6 billion in 3Q03. Advertising expenses totaled KRW 8.7 billion, up 133.8% from KRW 3.7 billion in 3Q03. Repairs and maintenance expense was KRW 16.5 billion, up 20.5% from KRW 13.7 billion in 3Q03. Repairs and maintenance expenses included telecommunications facilities maintenance costs and costs for system upgrading/revamping. Bad debt expenses were KRW 10.5 billion, up 99.3% from KRW 5.3 billion in 3Q03. The increase attributable to bad debts expense of bad sales credit in 4Q03. OPERATING PROFIT (LOSS) Hanaro recorded an operating profit in 4Q03 amounting to KRW 21.3 billion, down 49.5% from KRW 42.2 billion in 3Q03. EBITDA in 4Q03 decreased to KRW 132.2 billion, down 12.6%, from KRW 151.3 billion in 3Q03, with an EBITDA margin of 37.9% in 4Q03. NON-OPERATING INCOME (EXPENSES) On the non-operating side, the Company recorded a net loss of KRW 125.0 billion in 4Q03, up 242.6% from KRW 30.5 billion in 3Q03. The expenses increased due to the extraordinary costs associated with the foreign equity infusion and the one-time KRW 61.1 billion loss due to write off of obsolete property and equipment. NET PROFIT BEFORE INCOME TAXES The Company recorded a net loss of KRW 103.7 billion from net income KRW 5.7 billion largely due to a one-time substantial increase in non-operating expenses. DILUTED NET LOSS PER SHARE Basic net loss per share was KRW 286 in 4Q03, compared to net earnings of KRW 21 per share in 3Q03. Diluted net loss per share was KRW 274 in 4Q03 since there was new share issuance of 182,812,500 shares during the third quarter. For additional information, please visit Hanaro Telecom's Investor Relations website: http://ir.hanaro.com/eng Investor Relations: Soon-Yub Samuel Kwon, 822-6266-2200-1 skwon@hanaro.com or Taylor Rafferty, New York Brian Rafferty, 212-889-4350 or Taylor Rafferty, London Noah Schwartz, 44-20-7936-0400 hanaro@taylor-rafferty.com HANBO IRON: Sale Negotiations Resume ------------------------------------ Negotiations over the sale of Hanbo Iron & Steel have resumed for the first time since creditors failed to sell off the troubled steel maker to an AK Capital-led consortium in November, Yonhap News reports. Hanbo has been on the block since its bankruptcy in January 1997. KIA STEEL: KTIC Sells Stake to Hong Kong Firm --------------------------------------------- Korea Technology Investment Corporation (KTIC) has completed a deal to sell a 6.84 percent stake in Kia Steel Co. to Hong Kong- based Asia Infrastructure Funds Ltd., Dow Jones reported on Monday. Asia Infrastructure is scheduled to complete the payment by February 23. In December, KTIC invested 70 billion won for a 32 percent stake in the steel maker, which went bankrupt in 1997 during the regional financial crisis. Kia Steel specializes in specialty steel and auto parts. The report did not elaborate on the financial terms of the deal. =============== M A L A Y S I A =============== BERJAYA GROUP: SC OKs Restructuring Proposal -------------------------------------------- The Board of Directors of Berjaya Group Berhad (Bgroup) announced that the Securities Commission (SC), via its letter dated February 9, 2004 (Approval Letter) which was received by the Company on February 13, 2004, approved the Proposed BGroup Restructuring Exercise subject to, amongst others, the following: (i) BGroup/BCSB/BTR is required to obtain all approvals from the relevant authorities before implementing the Proposed BGroup Restructuring Exercise; (ii) BCSB is required to convert to a public company before the implementation of the Proposed BGroup Restructuring Exercise; (iii) The proposed Directors of BCSB who are involved full-time in the operation/management of BGroup/BCSB Group are not allowed to be involved full-time in the operation/management of their other personal businesses, if any; (iv) The proposed Directors and substantial shareholders of BCSB are not allowed in the future, to undertake any business which will compete, directly or indirectly and resulting in a situation of conflict of interest with the businesses of BGroup/BCSB Group; (v) Any transaction in the future between BGroup/BCSB Group and the proposed Directors, substantial shareholders of BCSB or companies which the proposed Directors and substantial shareholders of BCSB have an interest/related to are required to be made on "arm's-length" basis and not based on terms that that are unfavourable to BGroup/BCSB Group. In connection with this, the Audit Committee of BCSB is required to monitor, and the proposed Directors of BCSB are required to report, any of such transaction, if any, in the Annual Report of BCSB; (vi) BGroup/BCSB is required to appoint an independent auditor within two (2) months from the date of the Approval Letter to carry out an investigative audit on past losses. BCSB is required to take the necessary/relevant steps to recover the losses it suffered. Based on the investigative audit results, BCSB is required to report to the relevant authorities if there is any breach of any relevant laws, regulations, guidelines and memorandum and articles of associations of the companies which relate to the Board and/or any other parties who have caused the said losses of BGroup. The investigative audit is required to be completed within six (6) months from the date of appointment of the independent auditor and appropriate announcement is required to be made on the findings of the investigative audit; (vii) BGroup/BCSB is required to ensure the leisure businesses of B-Land and BTR are complementary and are not competing with each other after the Proposed BTR Acquisition; (viii) CIMB/BGroup/BCSB is required to submit written confirmation to the SC before the Proposed BGroup Restructuring Exercise is implemented, that the net tangible assets (NTA) per share of BCSB after the implementation of the Proposed BGroup Restructuring Exercise will be at least of 33% of the par value of the ordinary shares of BCSB; (ix) BGroup/BCSB is required to disclose in full the following in the circular to shareholders and abridged prospectus for the Proposed Rights Issue: (a) Risk management plan and insurance to mitigate the risks related to business operations of BGroup/BCSB Group, including risks relating to fire, electricity crisis and other risks that may hinder the smooth operations of BGroup/BCSB Group; (b) Views and comments of the Director of BGroup on the level of business viability of BTR and steps taken/to be taken to achieve the said level of business viability; (c) Impact of the acquisition of BTR on the performance of BGroup/BCSB Group and steps taken/to be taken to achieve the said performance; (d) Views and comments of the Directors of BGroup on the potential conflict of interests between B-Land and BTR whereby both are involved in the leisure businesses and the steps taken/to be taken to address the said conflict of interests; (e) Indemnity by BGroup to B-Land and/or B-Land's subsidiaries to take over the put option of B-Land to the lenders of B-Land in relation to the B-Toto ICULS and BGroup/BCSB's plans to fulfil the said obligation; (f) All interests, transactions and business dealings related to Directors and substantial shareholders of BGroup and steps taken/to be taken to address the conflict of interest (if any); (g) Detailed explanation on the rationale of the Proposed BGroup Restructuring Exercise, including basis for exchange ratio for securities under the Proposed BGroup Schemes; and (h) Detailed explanation on the effects arising from the execution of the Proposed BGroup Restructuring Exercise, including the effects on the total bank borrowings and gearing of BCSB. (x) In respect of the trade debtors of BTR Group: (a) BGroup/BCSB is required to disclose in full in the circular to shareholders and the abridged prospectus the total amount and the ageing analysis of the trade debtors of BTR Group. In addition, Directors of BGroup/BCSB is required to give/make comments/ statements relating to the recoverability of trade debtors, which exceeded the credit period; (b) Provision for doubtful debts for the trade debtors of BTR Group is required to be made in accordance with the SC's requirements; (c) The Directors of BGroup/BCSB are required to submit written confirmation to the SC that the trade debtors of BTR Group which have exceeded the credit period are recoverable and provision for doubtful debts/bad debts of BTR Group have been accounted for in the financial statements and financial estimate/forecast of BGroup/BCSB Group; and (d) BTR is required to have a comprehensive collection system to improve the collection period of its trade debtors; (xi) The vendors of BTR are required to compensate in cash before the implementation of the Proposed BTR Acquisition, in the event the value of the adjusted NTA of BTR Group falls below the level of purchase consideration that has been approved as a result of the implementation of condition as set out in paragraph (x) above; (xii) BCSB is required to have 30% Bumiputera shareholding within three (3) years after the implementation of the Proposed BGroup Restructuring Exercise; (xiii) BGroup/BCSB is to notify the SC in respect of every announcement made; and (xiv) CIMB/BGroup/BCSB are required to fully comply with all the requirements relating to the Proposed BGroup Restructuring Exercise as stipulated under the Policy and Guidelines on Issue/Offer of Securities. In relation to the Guidelines on the Offering of Private Debt Securities, the SC has approved the proposed issuance of BCBS ICULS, subject to, amongst others, the following conditions: (i) CIMB and BCSB are required to seek the SC's approval on any revision on the terms and conditions of the issuance of the BCSB ICULS; (ii) Before the issuance of the BCSB ICULS, CIMB is required to submit the following information or documents to the SC: (a) Date of issue, tenure and size of issue of the BCSB ICULS; (b) A certified true copy of the trust deed that has been executed; (c) Extract of the resolution of the new Board of BCSB, when the new Board is set up, to confirm the ratification by the Board on the declaration letter of BCSB made by the present Board of BCSB dated 4 February 2004; (d) List of subscribers for the BCSB ICULS and the amount subscribed; (e) List of underwriters for the rights issue of the BCSB ICULS and the amount underwritten; (f) Declaration letter from each BCSB Directors, when the new Board is set up, under Schedule 16.02(3) of Policy and Guidelines on Issue/Offer of Securities; (g) The final terms of the put and call options of BCSB ICULS together with the names of parties who are involved in the said put and call options; and (h) One copy of the completed principal terms and conditions in hardcopy and in diskette; and (iii) BCSB is required to notify the SC upon the execution of the BCSB put and call options; The Board of BGroup will deliberate on the SC's approval and appropriate announcement will be made on the decision of the Board of BGroup in due course, if required. Additionally, CIMB on behalf of the Board of BGroup would like to inform that the valuation of BTR has been revised to RM1,350 million from RM1,475 million, as announced earlier, based on a supplemental valuation letter by Messrs. Colliers Jordan Lee & Jaafar Sdn Bhd as set out in the Approval Letter. However, there will be no change to the purchase consideration previously announced. This announcement is dated 16 February 2004. DISCCOMP BERHAD: Issues Material Litigation Status -------------------------------------------------- The following announcement is released on behalf of Disccomp Berhad: Plaintiff: Optical Disc Technology Sdn Bhd (ODT), a 51% owned subsidiary of Disccomp Defendant: Disccomp Civil Suit: Recovery of damages of RM5,267,282.45 due to fire at Lot 1651, Kawasan Perindustrian Nilai, Negeri Sembilan on 15 November 1996 Further to the earlier announcement dated November 21, 2003, the Board of Directors of Disccomp Berhad announced that the Court of Appeal had on February 16, 2004 disallowed Disccomp's appeal for conditional stay of execution of the judgment. Disccomp had immediately instructed its solicitors to file a restraining injunction against any winding-up proceedings against the Company. This announcement is dated 16 February 2004. GENERAL SOIL: Submits Restructuring Plan Proposal ------------------------------------------------ The Board of Directors of General Soil Engineering Holdings Berhad (Gensoil) announced that the applications in relation to the Proposed Restructuring Scheme have been submitted to the Securities Commission (SC) and the SC (on behalf of Foreign Investment Committee) on February 14, 2004. The proposed restructuring scheme is as follows: - Proposed Capital Reconstruction; - Proposed Debt Restructuring; - Proposed KTI Acquisition; - Proposed DJM Acquisition; - Proposed Exemption; - Proposed Newco Share Placement; - Proposed Private Placement; And - Proposed Listing Transfer This announcement is dated 16 February 2004. MBF HOLDINGS: Unit Enters Voluntary Liquidation ----------------------------------------------- MBf Holdings Berhad (MBfH) announced that MBf Unit Trust Managers Limited (MBfUTM), a wholly-owned subsidiary has been placed under members' voluntary winding up and that Messrs Wong Poh Weng and Bruce Dunlop were appointed the Liquidators of MBfUTM. Information on MBfUTM MBfUTM was incorporated on 27 September 1983 in Hong Kong and the principal activity was to manage investment funds and unit trusts. The authorised and paid-up capital is HKD12,156,000. MBfUTM has a shareholders' fund of HKD1,316.03 as at 31 December 2003. MBfUTM ceased its operation in 1999. Rationale for the Winding-Up The winding up exercise of MBfUTM is part of the rationalisation and streamlining exercise of MBfH Group. Financial Effect of the Winding-Up The winding up of MBfUTM will not have any material effect to MBfH Group. Interests of Directors, Substantial Shareholders and Persons connected to the Directors and Substantial Shareholders None of the directors, substantial shareholders and persons connected to the directors and substantial shareholders of MBfH have any interest, direct or indirect in the said exercise. PAN PACIFIC: Default Status Remains Unchanged --------------------------------------------- The Board of Directors of Pan Pacific Asia Bhd (PPAB) announced that that there have been no material changes in the Company's status of default from the date of the last announcement until January 31, 2004. For a summary of borrowings in default as of January 31, 2004, go to http://bankrupt.com/misc/ppab_tcrap021704.xls PWE INDUSTRIES: Issues Restructuring Scheme Proposal ---------------------------------------------------- PM Securities Sdn Bhd refer to the requisite announcement dated July 16, 2003 and the subsequent announcements dated October 10, 2003 and January 20, 2004 in relation to the Proposed Corporate Restructuring of PWE Industries Berhad (PWE). Pursuant to the requirements of Malaysia Securities Exchange Berhad (MSEB) under Paragraph 6.1(c) of Practice Note No. 10/2001 of the Listing Requirements of MSEB, PWE is obliged to obtain the approvals of all relevant authorities which are necessary for the implementation of the Proposed Corporate Restructuring of PWE within four (4) months from the date of submission i.e. on or before 14 February 2004. In connection thereto, PM Securities Sdn Bhd, on behalf of the Board of Directors of PWE had sought the approval of MSEB for an extension of time of two (2) months from 14 February 2004 to obtain the approvals of the relevant regulatory authorities namely the Securities Commission and Foreign Investment Committee. As of to-date, the decision of MSEB is still pending and announcement on the outcome of the application shall be made in due course. This announcement is dated 16 February 2004. Copy to: Securities Commission Attn: Mr Wong Wing Seong SIN HENG: SC OKs Revised Scheme Proposal ---------------------------------------- Sin Heng Chan (Malaya) Berhad announced that the Securities Commission (SC) had via its letter dated February 10, 2004, which was received by Southern Investment Bank Berhad (SIBB) on February 13, 2004, approved the Proposed Revised Scheme, as proposed, which involves the following: (i) The proposed debt restructuring of SHCM involving: (a) The renounceable rights issue of up to 37,988,750 new ordinary shares of RM1.00 each (Rights Shares) at an issue price of RM1.00 per Rights Share with the minimum subscription level of 30,000,100 Rights Shares (Minimum Subscription Level) on the basis of two (2) Rights Shares for every one (1) existing ordinary share of RM1.00 each (Share) held in SHCM (Proposed Rights Issue); (b) The issuance of up to 7,988,650 new SHCM Shares at an issue price of RM1.00 each on the basis of one (1) new SHCM Share to be credited as fully paid-up for every RM1.00 debt to be settled if the level of subscription for the Rights Shares is at the Minimum Subscription Level, i.e. 30,000,100 Rights Shares (Proposed New Shares Issue); (c) The issuance of 3,016,875 new SHCM Shares at an issue price of RM1.00 each to Alor Setar Industry Holdings Sdn Bhd (ASIH) as settlement of debt amounting to RM3,016,875 by ASIH, on behalf of SHCM, to the unsecured scheme creditors of SHCM and its subsidiaries (Unsecured Scheme Creditors); (d) The issuance of RM19,192,125 nominal value of Irredeemable Convertible Unsecured Loan Stocks (ICULS) at 100% of its nominal value together with 30,000,000 free detachable warrants (Warrants) to the Unsecured Scheme Creditors on the basis of 156 new Warrants for every RM100 nominal value of ICULS (Proposed ICULS with Warrants Issue); Upon allotment and issue of the ICULS and Warrants, the Unsecured Scheme Creditors will sell the 30,000,000 Warrants to ASIH via a trustee for a total consideration of RM1,720,900 or RM0.06 per Warrant. (e) The disposals of land and buildings by SHCM and Sin Heng Chan (East Coast) Sdn Bhd (SHCEC), a wholly-owned subsidiary of SHCM, within three (3) years from 2003 to 2005 (Proposed Disposals), as previously approved; (f) The transfer of 1,988,548 Shares in Mauri Fermentation Sdn Bhd by SHCM to Southern Farms Sdn Bhd (SFSB), a wholly-owned subsidiary of SHCM, for a consideration of RM591,070, as previously approved; and (g) The listing of and quotation for the new SHCM Shares, ICULS, Warrants and new SHCM Shares to be issued pursuant to conversion of the ICULS and exercise of the Warrants on the Malaysia Securities Exchange Berhad (MSEB); (ii) The establishment of an employees' share option scheme (ESOS) which involves the granting options to subscribe up to 10% of the issued and paid-up share capital of the Company, as previously approved; and (iii) The listing of and quotation for the new SHCM Shares to be issued pursuant to the exercise of the ESOS on the MSEB. The SC had also approved the utilization of the proceeds arising from the Proposed Rights Issue as set out in Table 1 below, as proposed. The SC imposed the following conditions to be complied with in relation to the utilization of proceeds from the Proposed Rights Issue: (i) The SC's approval must be obtained for any variation pertaining to the original utilization of proceeds if the said variation involves the utilization of the proceeds for non-core business activities of SHCM; (ii) The SHCM shareholders' approval must be obtained for any variation of 25% or more from the original utilization of proceeds. If the deviation is less than 25%, appropriate disclosures must be made to the shareholders of SHCM; (iii) Any extension of time frame for the utilization of the proceeds from the period determined by SHCM should be approved via a resolution by the Board of Directors of SHCM and should be fully disclosed to the MSEB; and (iv) Appropriate disclosure pertaining to the status of the utilization of proceeds should be made in the quarterly report and annual report of SHCM until the proceeds are fully utilized. The SC's approval is also subject to the following conditions: (i) SIBB must fully inform all parties related to the issuance of ICULS, including the Unsecured Scheme Creditors who are involved in the restructuring scheme of SHCM and the trustee. If necessary, the approvals from the relevant parties have to be obtained for the said proposal; (ii) SIBB is required to submit to the SC a completed and updated Term Sheet and Principal Terms and Conditions, i.e. that contains all terms and conditions on the issue of ICULS that were revised and approved by the SC in hard copy and in diskette; and (iii) SIBB is required to furnish a written confirmation to the SC in relation to the compliance with the conditions stated above. SIBB and SHCM are reminded that the conditions imposed by the SC for the proposed rights issue, debt restructuring scheme and ESOS, as contained in the letters from the SC dated 27 December 2002 (i.e. paragraphs 5 and 8) and letter dated 7 March 2003, remain valid. The said conditions, which have been announced on 3 January 2003, are re-produced below: (i) SIBB is required to confirm to the SC that Dato' Choo Keng Weng and ASIH have sufficient financial resources to subscribe for the Rights Shares allocated to them and to subscribe for any un-subscribed portion of the Rights Shares; (ii) SHCM must submit the valuation reports of the SHCM Group's properties which are subject to the Proposed Disposals for the review and approval of the SC prior to the Proposed Disposals; (iii) SHCM can only utilise the proceeds arising from the Proposed Disposals as working capital for the SHCM Group; (iv) SHCM must ensure that 25% of SHCM's issued and paid-up share capital is held by public shareholders pursuant to the implementation of the proposals; (v) SHCM is required to appoint an independent audit firm (which is experienced in investigative audit and is not the existing or previous auditors of SHCM Group) within two (2) months from the date of the SC's approval letter to conduct an investigative audit on the Company's previous losses. The Company is also required to take the necessary/appropriate measures to recover the said losses. Based on the findings of the investigative audit, the Company is required to report to the relevant authorities in the event of any breach of laws, regulations, rules, guidelines and the Company's memorandum and articles of association by any member of the Company's Board of Directors and/or any other party that had caused such losses in the Company. Further, SHCM is required to improve its corporate governance. The investigative audit is to be completed within six (6) months from the date of appointment of the independent audit firm and appropriate announcement should be made to the MSEB in respect of the findings of the investigative audit. Two (2) copies of the said investigative audit report must be forwarded to the SC after the completion of the investigative audit. On 25 March 2003, Messrs. Monteiro & Heng (MH) was appointed by SHCM as the independent auditors to carry out the investigative audit of SHCM. On 28 November 2003, MH had submitted the investigative audit report to the SC; (vi) SIBB/SHCM is required to disclose in the information circular to shareholders and prospectus the risks in relation to the debt restructuring scheme of SHCM together with all the business and financial risks of SHCM upon the completion of the said restructuring scheme; (vii) SIBB/independent placement agent must submit the final list of investors/creditors who subscribe for the new SHCM Shares pursuant to the Proposed New Shares Issue for the SC's information and furnish a written confirmation that the shares placement has complied with all the relevant requirements under the SC's Policies and Guidelines on Issue/Offer of Securities which were effective until 1 May 2003 (Old SC Guidelines); (viii) the SC's approval must be obtained for any variations made to the terms and conditions for the issuance of the ICULS with detachable Warrants; (ix) before the issuance of the ICULS with detachable Warrants, SIBB must furnish the following: (a) the FMF/JPB (Facility Maintenance File) form to the SC and Bank Negara Malaysia; and (b) a certified true copy of the trust deed which has been duly executed to the SC; (x) SIBB and SHCM must obtain approvals from other relevant authorities before the implementation of the proposals and comply with the conditions imposed (if any); (xi) SIBB and SHCM must fully comply with the SC's requirements and guidelines in relation to the issuance of Warrants save and except for the exercise price of the Warrants that has been fixed at RM1.00; and (xii) SIBB and SHCM are required to fully comply with the relevant requirements in relation to the implementation of the proposals as stated in the Old SC Guidelines and including the SC Guidelines on ESOS dated 24 October 2002 and the SC Guidelines on Offer of Private Debt Securities. In addition, the SC has also approved the Company's application for a further extension of time of six (6) months from the date of approval of the SC (i.e. 10 February 2004) to implement the Proposed Revised Scheme, as proposed. However, the SC is not able to consider the proposed disposals of 100% equity interest in SFSB, 100% equity interest in Universal Goldquest (M) Sdn Bhd and 51% equity interest in Excel Food Sdn Bhd until SIBB/SHCM makes an application for the above proposals based on: (i) The SC's Policies and Guidelines on Issue/Offer of Securities which were issued on 1 May 2003 (SC Guidelines); and (ii) The SC's Format and Contents for Application pursuant to the SC Guidelines, which were effective on 1 May 2003. Utilization of Proceeds Minimum Scenario Maximum Scenario RM RM Settlement to unsecured 6,745,350 17,734,000 scheme creditors 4,500,000 4,500,000 Expansion expenditure 7,041,000 7,041,000 Repayment of inter- 2,000,000 2,000,000 company advances Working capital 8,213,750 8,213,750 Estimated expenses 1,500,000 1,500,000 for the proposals 30,000,100 37,988,750 This announcement is dated 16 February 2004. ===================== P H I L I P P I N E S ===================== MANILA ELECTRIC: Clarifies Refund Report ----------------------------------------- Manila Electric Company (Meralco) clarified the news article entitled "Meralco given 1 year to refund big customers" published in the February 16, 2004 issue of the BusinessWorld (Internet Edition). The article reported "The Energy Regulatory Commission (ERC) has given the Manila Electric Company (Meralco) 12 months, instead of just six, to refund overcharges to big residential customers, in effect giving the Lopez-controlled electric company some respite from its financial difficulties. And while this is good news for Meralco, it also means big industrial customers will have to wait until next year-instead of the second semester--to get their refund. Manila Electric Company, in its letter dated February 16, 2004, stated that: Meralco confirmed the information that the Company was given 12 months by the ERC to refund the rolled-back charges to big residential customers. NATIONAL STEEL: Creditors Require GIHL to Issue Bonds ----------------------------------------------------- Fearing another possible backlash, major creditor banks of the National Steel Corporation (NSC) are requiring Indian steel giant Global Infrastructure Holdings Limited (GIHL) to issue 10.25 billion pesos worth of bonds to make sure that the new investor would not default on its payments, ABS-CBN News reports. The issuance of bonds was one of the rigid conditions set by creditors to make sure that they would not be shortchanged in case GIHL fails to settle its financial obligations. The report added that GIHL would have to secure a standby letter of credit amounting to 1 billion pesos as part of its total payment for the acquisition of the erstwhile steel giant whose facilities in Iligan City were mothballed in 1999. PHILIPPINE LONG: Post Changes in Investor's Briefing Venue ---------------------------------------------------------- In connection with the Philippine Long Distance and Telephone Co. (PLDT)'s investors briefing scheduled on Thursday, February 19, 2004, at 4 P.M., the Company announced that the venue of the aforesaid briefing has been changed from Manila A&B Function Rooms to Makati A&B function Rooms, of the Makati Shangri-La Hotel, Makati City. ================= S I N G A P O R E ================= CAPITALAND LIMITED: Dormant Units Enter Liquidation --------------------------------------------------- CapitaLand Limited's subsidiary, The Ascott Group Limited (Ascott), has issued an announcement regarding the liquidation of its dormant subsidiaries, as follows: Board of Directors of Ascott Group Limited announced that the Company's following wholly/partially owned dormant subsidiaries have been liquidated: (1) Ascott 1989 (Thailand) Limited (Thailand) (2) Palm Courtt Serviced Apartment Limited (Thailand) (3) Profit Kingdom International Limited (Hong Kong) The liquidation of the above companies is not expected to have any material impact on the net tangible assets or earnings per share of the Group for the financial year ending 31 December 2004. EASTPAC CONSTRUCTION: Issues Winding Up Petition Order ------------------------------------------------------ Eastpac Construction Pte Ltd issued a notice of winding up order made on the 30th day of January 2004. Name and address of Liquidator: The Liquidator Mr Timothy James Reid, of Messrs Ferrier Hodgson 50 Raffles Place #44-05 Singapore Land Tower Singapore 048623. Dated this 5th day of January 2004. Solicitors for the Petitioner Messrs STRAITS LAW PRACTICE LLC. FORLUK TOBACCO: Creditors Must Submit Claims by March 15 -------------------------------------------------------- The creditors of Forluk Tobacco Pte Ltd (In Members' Voluntary Liquidation), which is being wound up voluntarily are required on or before 15th March 2004 to send in their names and addresses and the particulars of their debts or claims and the names and addresses of their solicitors (if any) to the undersigned, the Liquidators of the Company, and, if so required by notice in writing from the said Liquidators, 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 13th day of February 2004. CHIA SOO HIEN NG GEOK MUI Liquidators. c/o BDO International 5 Shenton Way #07-00 UIC Building Singapore 068808. HOTEL GRAND: Units Appoint Wu Wai Hong as Liquidator ---------------------------------------------------- Pursuant to Rule 703(19) of the Stock Exchange of Singapore Limited Listing Manual, Hotel Grand Central Limited (the Group) announced that the following wholly owned dormant subsidiaries, Centaur Pte Ltd and Grand Property Development Pte Ltd, commenced voluntary liquidation on 05 February 2004 respectively and Mr. Wu Wai Hong has been appointed as liquidator for both the subsidiaries. The voluntary liquidations, which are expected to take between six to twelve months to finalise, will not have any effect on the financial position of the Group for the current financial year. ISOFTEL LTD: Swings to Profit in Second Half of 2003 ---------------------------------------------------- Reflecting a major transformation in its business following significant restructuring, Isoftel Limited heralded the first step in the company's return to prominence in announcing it had posted a small but significant net profit of $418,000 in the second half (as opposed to a $9.2 million loss in the first half). For the full year, the company more than halved its net loss after tax to $8.75m ($20.9m in 2002). Significantly, the group's gross margin also improved markedly from 24% to 38%. Commenting on the turnaround, iSoftel's Chief Executive Officer David Fraser said, "We are very pleased to be able to report to shareholders that the first steps taken in restructuring the business are already beginning to show positive results in both profit and gross margin. Not withstanding an improved business climate, this turnaround was made possible by a significant re- focus of the business and its operations away from the capital intensive, low margin hardware business towards higher margin software development and licensing sales." The company appointed a new Chief Executive and Director of finance in July 2003 after several years of lack lustre performance and accumulated losses. Since joining iSoftel, Mr Fraser, previously Managing Director of Microsoft UK & Europe has led a complete restructuring of the company - resulting in a more streamlined business with two operating divisions both set to benefit from strong products which deliver much needed software solutions to the telecom operator and digital publishing industries respectively. "Considerable effort has been made in simplifying the company's corporate structure leading to cost savings and added transparency," added Mr Fraser. "This resulted in the winding up of non essential operations in Hong Kong, Thailand and Mauritius and the sale of non performing businesses in China. The new company is far more focused, with two distinct operating divisions, both of which are well-placed to post significant growth in the year ahead." Acquisition of 100% of Digital Publishing Solutions adds significant value to business The acquisition of Digital Publishing Solutions ("DPS") was completed in July 2003, with DPS's results being fully consolidated into the accounts for the first time as at December 2003. The DPS acquisition involves operations in Singapore, USA, Europe and India, and adds a very strong operating business alongside iSoftel's telecom software business, providing the listed company with a second growth vehicle and adding to the company's balance sheet to the tune of $7m. With control now established, DPS is expected to show considerable growth in revenue and profits in the year ahead and to make a significant contribution to group performance as demand for cost effective digital capture, formatting, archiving and reproduction of traditional printed content into digital format accelerates. The company is already the chosen digital publishing software and service provider for many of the world's leading publishing companies (including Cambridge University Press, Cavendish and Taylor & Francis). Its software solutions allow customers to dramatically reduce storage and reproduction costs and to generate new lines of revenue by utilising existing libraries of material in a whole range of new and innovative electronic ways. "DPS was a timely and important acquisition," noted Mr Fraser. "The whole publishing business is undergoing significant change, necessitating the need for exactly the type of innovative solutions which DPS offers. We look forward to benefiting from the growing global shift to digital content and to delivering solutions to meet the issues relating to the management of digital rights which arise." iSoftel benefits from telecom upswing and move towards 'Voice over IP' iSoftel has also shown positive signs of recovery over the last six months - benefiting from the upswing in telecom markets around the region and a growing move by customers towards VOIP ("Voice over IP") and the resulting software needs in managing this new area of business. Employing over 300 staff in Singapore, China and India, iSoftel develops and licenses innovative billing and routing software to many of the Asia Pacific's leading telecom operators (including Chunghwa, OneTel, Singtel, Bharti, China Telecom and Vodafone) - enabling customers to provide innovative services to their customers - in turn enabling them to retain and attract customers, reduce selling and operational costs, better utilise existing infrastructure and ultimately to grow new lines of revenue. iSoftel's billing software enables customers to deliver more cost competitive, innovative and comprehensive billing information to customers as well as enabling operators to ensure all services delivered are fully accounted for and are actually billed to customers. iSoftel's routing software enables customers to manage routing across a range of mixed vendor switches, offering the ability to cost effectively route calls over TDM and IP switches. FUTURE PROSPECTS "The year ahead looks promising," added Mr Fraser. "For the first time, the company is likely to see a period of revenue growth and increasing gross margin. We are also confident of winning important new business across the region." Referring to iSoftel, he commented, "The telecom slump appears to have ended and this is reflected both in our own performance and in that of other industry participants. Demand for iSoftel's billing and routing solutions is expected to increase as telecom operators' move more rapidly towards offering VoIP solutions and have an increasing need to deliver value added solutions to customers." On DPS he said, "DPS has a very strong product offering and already serves a who's who of the international publishing industry. The business is still young, nevertheless the endorsement of such major customers is extremely encouraging and we believe the business is well placed to build on its position in the year ahead." CORPORATE LAUNCH A launch of the restructured business will be held at Raffles Hotel in early March to introduce the company to the media and investment communities. If you are interested in attending this event, please email hamish.bell@icgasia.com with cc. to jackie_koh@isoftel.com FOR FURTHER INFORMATION, PLEASE CONTACT: - IR enquiries - contact Hamish Bell, Investor Consulting Group, hamish.bell@icgasia.com - Media enquiries - contact Foo Chin Chin, Barr & Chan, Tel 6353 0677, chinbc@singnet.com.sg - Full details of the results are available via MasNet MERCATELA (PTE): Creditors Meeting Set for March 16 --------------------------------------------------- Notice is hereby given, pursuant to section 308 (2) of the Companies Act, Cap. 50, that the final meeting of the member and of the creditors of Mercatela (Pte) Limited (In Creditors' Voluntary Liquidation) will be held on 16th March 2004, at 4 P.M. at 3 Phillip Street, #18-00 Commerce Point, Singapore 048693 for the purposes of having an account laid before the member and creditors showing how the manner in which the winding up has been conducted and the property of the Company disposed of, and of hearing any explanation that may be given by the Liquidator and also of determining by resolution the manner in which the books, accounts and documents of the Company and of the Liquidator shall be disposed of. Dated this 13th day of February 2004. SHANKER IYER Liquidator. Note: Any member or creditor entitled to attend and vote at this meeting is entitled to appoint another person (whether a member or creditor or not) as his proxy to attend and vote in his stead. All proxies should be deposited at the Liquidator's office not less than forty-eight hours before the time of holding the meeting and any adjournment thereof. PROTECTION & INDEMNITY: Issues Final Dividend Notice ---------------------------------------------------- Protection & Indemnity Pte Ltd. issued a notice of first and final dividend as follows: Address of Registered Office: Formerly of 41 Middle Road #05-00 Singapore 188950. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 219 of 1996. Amount Per Centum: 96.50%. First and Final or otherwise: First & Final Dividend. When Payable: 31st January 2004. Where Payable: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. Dated: 13th February 2004. SUNARI BIN KATENI Assistant Official Receiver. SIMSCI ASIA: Releases Debt Claim Notice to Creditors ---------------------------------------------------- Notice is hereby given that the creditors of Simsci Asia Pacific Pte Ltd (In Members' Voluntary Liquidation), whose debts or claims have not already been admitted, are required on or before 15th March 2004 to submit particulars of their debts or claims and any security held by them to me. This should be done by delivering or sending through the post to me at my address a formal Proof of Debt in accordance with Form 77 containing their respective debts or claims. In default of complying with this notice they will be excluded from the benefit of any distribution made before their debts or claims are proved or their priority is established and from objecting to the distribution. Dated this 13th day of February 2004. LIM SAY WAN Liquidator. c/o 6 Shenton Way #32-00 DBS Building Tower Two Singapore 068809. =============== T H A I L A N D =============== SUN TECH: Submits Q203 Financial Results on February 23 ------------------------------------------------------- Due to the processing data lost in its account financial database, Sun Tech Group Public Company Limited will extend the submission of its second-half fiscal year ended 2003 financial statements on or before February 23, 2004. The Company was expecting to submit the financial statements to the Thailand Stock Exchange on February 16, 2004. SUN TECH: Posts Update on Restructuring Plan -------------------------------------------- Sun Tech Group Public Company Limited has been forbidden from trading by the Stock Exchange of Thailand because it is currently under rehabilitation. As a result, the company has not been submitting quarterly financial results. However, the company is required to submit its financial report for the six months ended June 30, 2003: (1) Implementation of the business reorganization plan. Pursuant to the Company's rehabilitation petition filed with the Central Bankruptcy Court (The Court), Srisongkram Planner Company Limited has been appointed the company's debt- restructuring planner. As of April 9, 2001, creditors have resolved to approve the business reorganization plan of the company and on May 3, 2001 the court approved the plan and appointed Srisongkram planner Company Limited as Plan Administrator. The company cannot follow the plan right as it has yet to comply with the requirements that will enable the company to withdraw working capital of THB100 million. Since March 29, 2002, the company has set a series of Steering Committee meetings to address this item. After the first meeting, the Plan Administrator extended the implementation of the plan in case of precondition from March 31, 2002 to June 30, 2002, which the Steering Committee approved. But on December 20, 2002, the Plan Administrator extended anew the implementation of the plan from June 30, 2003 to December 31, 2003, which was again approved by Steering Committee. So far, the Company has repaid seven creditors group (Unsecured Creditors/Trade Creditors) in the amount of THB19,700.00. Total debts repaid now amount to THB23,986,006.43. (2) Results as of June 30, 2003 Shareholders equity is -THB6,381.90 million while net loss for the period June 30, 2002-03 is THB874.69 million, which translates to THB5.30 per share. The company blames this on the 44.4 percent drop in agricultural revenues. (3) List of related parties and conflict List of related parties: (Baht: Thousand) Revenue from ground rental - Sun Tech Scrap Processing Company Limited 2,400 Revenue from leasing rental - Sun Tech Scrap Processing Company Limited 3,850 Others revenue - Sun Tech Scrap Processing Company Limited 262 Interest expense - Sun Tech Scrap Processing company Limited 0 - S.T.G. international Trading company Limited 581 - Kinko Business Center (Thailand) company Limited 0 - Sriracha Harbor public Company Limited 0 Others Expense - S.T.G. international Trading company Limited 395 Short -Term loans and advance (no interest) - Sun Tech Scrap Processing Company Limited 15,865 - Kinko Business Center(Thailand) company Limited 150 - Metal Star company Limited 429 Short - Term loans - S.T.G. international Trading company Limited 5,190 rate 10% - Kinko Business Center(Thailand) Company Limited 400 rate 11.5% - Sriracha Harbor public Company Limited 6,358 rate 9% List of related parties in normal business operation: Type of related parties - Sun Tech Scrap Processing Company Limited is a subsidiary company of Sun Tech Group Public Company Limited. - S.T.G. International Trading Company Limited is a subsidiary company of Sun Tech Group Public Company Limited. - Kinko Business Center (Thailand) Company Limited is a subsidiary company of Sun Tech Group Public Company Limited. - Sriracha Harbor Public Company Limited is connected to Sun Tech Group Public Company Limited. - Metal Star Company Limited is connected to Sun Tech Group Public Company Limited. Pleased be informed accordingly, Dr. Chaiyaphon Horrungruang President ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Frederick, Maryland USA. Lyndsey Resnick, Ma. Cristina Pernites-Lao, Editors. Copyright 2004. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***