/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040226.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Thursday, February 26, 2004, Vol. 7, No. 38 Headlines A U S T R A L I A ARISTOCRAT LEISURE: David Creary Enters Retirement ARISTOCRAT LEISURE: Shares Up 20% on Tuesday NATIONAL AUSTRALIA: Chairman Outlines Short-term Goals TRANSURBAN GROUP: Narrows Net Loss to A$34.6M TXU AUSTRALIA: S&P Assigns BBB Rating; Outlook Negative C H I N A & H O N G K O N G AN EXTRA: Faces Winding Up Petition CHINA HONG KONG: Winding Up Petition Slated for March 10 GOODY LEATHER: Winding Up Hearing Set April 7 INTCERA HIGH: Hoon Siang Initiates Winding Up Petition POWER INVESTMENT: Winding Up Hearing Set March 24 I N D O N E S I A BANK LIPPO: BI OKs Sale to Swissasia-Led Group J A P A N K.K. HORON: Golf Course Enters Bankruptcy KOBE STEEL: Enters Alliance With Mitsubishi Materials KOBE STEEL: Appoints New President MITSUBISHI MOTORS: Cuts Japan Production Output to 10% K O R E A KOOKMIN BANK: Boost Assets to W300 Trillion SK CORPORATION: Sovereign Calls on Chief to Quit SSANGYONG MOTOR: Files Suit Against Government KEB CREDIT: Threatens Job Cuts if Strike Goes On M A L A Y S I A HIAP AIK: Enters Purchase Deal With Encik METACORP BERHAD: Terminates Share Sale Deal With Bina Naga PICA CORPORATION: MSEB OKs Proposal PROMET BERHAD: MSEB Seeks Delisting SIN HENG: Issues Revised Scheme Proposal P H I L I P P I N E S ASIAN DIAMOND: SEC in Talks With White Knight PHILIPPINE LONG: Clarifies Debt Restructuring Report UNITED COCONUT: Unveils PhP10B Emergency Loan UNIVERSAL RIGHTFIELD: Gets Debt Reprieve Approval S I N G A P O R E FUNAI ELECTRIC: Issues Dividend Notice GLOBAL FACADE: Winding Up Hearing Set March 5 K. YAMABUTA: Winding Up Petition Hearing Set February 27 LIAN SHENG: Releases Intended Dividend Notice MOULD BASE: Creditors Meeting Set for March 5 NEPTUNE ORIENT: Returns to Profit in 2003 ZESONETTE PTE: Issues Winding Up Order Notice SUNRISE OCEAN: Winding Up Petition Hearing Set March 5 T H A I L A N D DISTAR ELECTRIC: Unveils February 23 EGM Resolutions TANAYONG PUBLIC: Issues Reorganization Plan Update - - - - - - - - ================= A U S T R A L I A ================= ARISTOCRAT LEISURE: David Creary Enters Retirement -------------------------------------------------- David Creary has advised Aristocrat Leisure Limited that he will be retiring from his post effective from February 29, 2004, due to ill health, a Company statement said. Creary joined the Company in 1983 as Sales Manager and was later promoted to Group General Manager, Sales. He was appointed Chief Operating Officer in December 2003. Prior to that time he held the position of Acting Chief Executive Officer for 8 months during 2003. The Chief Executive Officer of Aristocrat, Mr Paul Oneile, acknowledged Mr Creary's contribution to the Company over his long career. Mr Oneile said: "David has been a part of Aristocrat for over 20 years, and the Company is indebted to him for his service, particularly during the difficult period when he held the position of Acting CEO of the Company. Along with the staff at Aristocrat, I wish David a happy retirement." Sydney, Australia, 20 February 2004 Media Inquiries: Margot McKay on 0412 132 769 ARISTOCRAT LEISURE: Shares Up 20% on Tuesday -------------------------------------------- Shares of Aristocrat Leisure Limited rocketed nearly 20 percent on Tuesday as the poker machine maker promised the worst of its troubles were behind it, the Sydney Morning Herald reports. The Company reported a $125.4 million improvement in operating cash flow, and net debt reduced by $222 million to $70 million for 2003. The cash flow improvement impressed analysts enough to suggest the focus is now on the future. Aristocrat has yet to quantify the potential risk it faces from a number of lawsuits. These include action by former Company executives for wrongful dismissal, a class action lodged by shareholders, and legal action in the U.S. alleging patent infringement by one of its gaming machines. The company said it would vigorously defend itself against the lawsuits. NATIONAL AUSTRALIA: Chairman Outlines Short-term Goals ------------------------------------------------------ National Australia Bank (NAB) Chairman Graham Kraehe informed the Company's shareholders of his short-term priorities to the bank as follows: The last couple of weeks have clearly been a difficult time for the National Australia Bank. There have been negative headlines about our foreign currency options losses and criticisms from shareholders and the wider community about its performance. Kraehe assured shareholders that all of the Directors took these issues very seriously. Both Charles Allen and Frank Cicutto subsequently decided to resign because they believed it was in the best interests of the National and shareholders. With those changes behind the Company, Kraehe look forward to working with the new Chief Executive, John Stewart, to rebuild confidence in Australia's leading financial services company. Kraehe have three short-term priorities. These are to: 1) Deal with the foreign currency options matter in an open and transparent manner 2) Accelerate the renewal of the board; and 3) Lead by example in creating an open culture in the organization. Foreign currency options trading So far as the currency options issues are concerned, the bank have engaged PricewaterhouseCoopers to advise us in an independent report on how control failures occurred and to ensure such events cannot happen again. The Bank is also working with regulators and the Australian Federal Police to assist them with their inquiries. PricewaterhouseCoopers will also present its findings to the Australian Prudential Regulation Authority (APRA) and the Australian Securities & Investments Commission (ASIC). The processes will ensure that APRA and ASIC will have access to full details of the investigation. Issues raised by APRA, as part of its annual risk management reviews, were provided to PwC at the start of their investigation and will be dealt with in the PwC report. It is important that this work is done thoroughly rather than rush to an arbitrary timetable. Good progress is being made by all of the interested parties and I estimate the PwC report will be delivered by the middle of March. My expectation is that the report will show several control breakdowns. Notwithstanding that, the Board intends to make as much of the PwC report public as is possible while ensuring we do not prejudice any future legal position. The Board has engaged the services of Blake Dawson Waldron as probity advisers to ensure a high standard of governance is adhered to in producing an independent report for the Board. Board and committee composition Kraehe is committed to building a world class Board, which properly reflects the National's status as one of Australia's largest public companies. The bank is reviewing the composition of Board Committees and will also recruit new Directors. The bank has already instructed search consultants in Australia and Europe. Our objective is to get a U.K. based director, with financial services experience, to replace Sir Hugh Sykes, who is scheduled to retire as Chairman of National Australia Group Europe. That person will also be a Director of the National Australia Bank. Kraehe also plan to have one other non-executive Director with Australian financial services experience join the Board over the next few months. Kraehe will substantially reduce my existing commitments as a Board Director on other companies to ensure that I can focus my attention on the Chairman's role at the National. Openness The National has been criticized for being arrogant and lacking in transparency in its dealings with key stakeholders. Kraehe commit to listening to all of our stakeholders and doing whatever is needed to rebuild confidence in the National. John Stewart and Kraehe have already started a comprehensive meetings program with shareholders and their representatives, broking analysts, the media and senior community leaders to understand their views. The bank already has a very active cultural change program aimed at driving openness and accountability throughout the organization whilst reducing bureaucracy. The Board strongly supports this program, which John Stewart will now lead. Under Kraehe's chairmanship, the Board will show leadership, openness & transparency. As such, Kraehe will continue to keep shareholders informed of key developments at the National Australia Bank. TRANSURBAN GROUP: Narrows Net Loss to A$34.6M --------------------------------------------- Transurban Group on Wednesday incurred a first-half net loss of A$36.4 million, compared with a net loss of A$44.6 million in the same period a year earlier, according to Dow Jones. The company, which develops and manages electronic toll roads in Australia, will pay unit holders a first-half distribution of 12 cents. TXU AUSTRALIA: S&P Assigns BBB Rating; Outlook Negative ------------------------------------------------------- Standard & Poor's Ratings Services (S&P) assigned its 'BBB' long-term rating to TXU Australia Holdings Pty Ltd. (TXU Australia), a wholly owned and guaranteed subsidiary of TXU Australia Holdings (Partnership) L.P. (BBB/Negative/A-2). The outlook is negative. At the same time, Standard & Poor's assigned its 'BBB' long-term bank-loan rating to TXU Australia's proposed A$1.1 billion guaranteed syndicated bank-loan facilities. Proceeds from the bank facilities will be used to refinance a portion of an A$1.75 billion syndicated bank facility at the TXU Australia Holdings (Partnership) L.P. level, which is due to mature in October 2004. The proposed facilities are split into a three-year A$550 million tranche maturing in 2007, and a five-year A$550 million tranche maturing in 2009. The bank-loan facilities will be guaranteed by TXU Australia Holdings (Partnership) L.P., and will rank equally with all other existing and future unsecured and un-subordinated indebtedness of TXU Australia. ============================ C H I N A & H O N G K O N G ============================ AN EXTRA: Faces Winding Up Petition ----------------------------------- The petition to wind up An Extra Garden Limited is set for hearing before the High Court of Hong Kong on March 3, 2004 at 10 o'clock in the morning. Deacons, whose registered office is situated at 5th Floor, 16-20 Chater Road, Central, Hong Kong, filed the petition on December 5, 2004. The Petitioners' solicitors are Messrs. Deacons of 5th Floor Alexandra House, 16-20 Chater Road, Central, Hong Kong. Any person who intends to appear at the hearing of the petition must serve on or send by post to Messrs. Deacons a notice in writing not later than twelve o'clock noon of the 3rd day of March 2004 (the day before the petition hearing). CHINA HONG KONG: Winding Up Petition Slated for March 10 -------------------------------------------------------- The petition to wind up China Hong Kong Group Pharma Limited is set for hearing before the High Court of Hong Kong on March 10, 2004 at 10 o'clock in the morning. The Bank of China (Hong Kong) Limited, whose registered office is situated at 5th Floor, 16-20 Chater Road, Central, Hong Kong, filed the petition on January 7, 2004. The Petitioners' solicitors are K.W. NG & Co. 11/F., Wings Building 110 Queen's Road Central, Hong Kong. Any person who intends to appear at the hearing of the petition must serve on or send by post to Messrs. 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). GOODY LEATHER: Winding Up Hearing Set April 7 --------------------------------------------- The petition to wind up Goody Leather Manufactury Company Limited is set for hearing before the High Court of Hong Kong on April 7, 2004 at 10 o'clock in the morning. The Bank of China (Hong Kong) Limited, whose registered office is located at 14th Floor, Bank of China Tower, No. 1 Garden Road, Central, Hong Kong, filed the petition on February 3, 2004. The Petitioners' solicitors are Ford, Kwan & Company of Rooms 1202-6, 12th Floor, Wheelock House, 20 Pedder Street, Central Hong Kong. Any person who intends to appear at the hearing of the petition must serve on or send by post to Ford, Kwan & Company a notice in writing not later than twelve o'clock noon of the 6th day of April 2004 (the day before the petition hearing). INTCERA HIGH: Hoon Siang Initiates Winding Up Petition ------------------------------------------------------ The petition to wind up Intcera High Tech Group Limited is set for hearing before the High Court of Hong Kong on March 17, 2004 at 10 o'clock in the morning. Hoon Siang Book and Ung Mon, whose registered office is situated at 15C, Majestic House, 80 Nathan Road, Kowloon, Hong Kong, filed the petition on January 17, 2004. The Petitioners' solicitors are Or, Ng & Chan 11/F., 15th Floor, The Bank of East Asia Building, 10 Des Voeux Road Central, Hong Kong. Any person who intends to appear at 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 16th day of March 2004 (the day before the petition hearing). POWER INVESTMENT: Winding Up Hearing Set March 24 ------------------------------------------------- The petition to wind up Power Investment Limited is set for hearing before the High Court of Hong Kong on March 24, 2004 at 10 o'clock in the morning. The Bank of China (Hong Kong) Limited, whose registered office is located at 14th Floor, Bank of China Tower, No. 1 Garden Road, Central, Hong Kong, filed the petition on January 27, 2004. The Petitioners' solicitors are Ford, Kwan & Company of Rooms 1202-6, 12th Floor, Wheelock House, 20 Pedder Street, Central Hong Kong. Any person who intends to appear at the hearing of the petition must serve on or send by post to Ford, Kwan & Company a notice in writing not later than twelve o'clock noon of the 23rd day of March 2004 (the day before the petition hearing). ================= I N D O N E S I A ================= BANK LIPPO: BI OKs Sale to Swissasia-Led Group ---------------------------------------------- Bank Indonesia has approved a plan to sell a 52 percent stake in PT Bank Lippo to a consortium led by Austria's Raiffeisen Zentralbank Oesterreich AG, Dow Jones reports. The Indonesian Bank Restructuring Agency (IBRA), which is tasked by the government to sell its stake in Bank Lippo, will sign a final sales and purchase agreement Wednesday with Swissasia Global, the leading party in the consortium. Swissasia Swissfirst Bank, a unit of the Swiss financial group Swissfirst A.G., is also a member of the consortium. The agency will raise around 1.2 trillion rupiah (IDR8,463) from the sale of the Bank Lippo stake. Bank Lippo is the last bank that IBRA will sell as its tenure will end by the end of the month. ========= J A P A N ========= K.K. HORON: Golf Course Enters Bankruptcy ----------------------------------------- K.K. Horon Golf Glub has been declared bankrupt, according to Teikoku Databank America. The golf course management firm is located at Ogasa-gun, Shizuoka, Japan, has total liabilities of US$256.67 million. KOBE STEEL: Enters Alliance With Mitsubishi Materials ----------------------------------------------------- Kobe Steel, Ltd. and Mitsubishi Materials Corporation agreed Tuesday to establish a joint venture Company to which their copper tube businesses will be transferred. To be formed on April 1, the new company, Kobelco & Materials Copper Tube, Ltd. (or KMC), will be 55% owned by Kobe Steel and 45% owned by Mitsubishi Materials. Kobe and Mitsubishi previously announced in November last year plans to combine their copper tube businesses and form a joint venture, though details of the new Company were undecided at that time. The joint venture is forecast to have consolidated sales of 34 billion yen and a domestic market share of about 35%. To have an estimated 30% share in Southeast Asia, the new company will be one of the largest manufacturers of copper tube in the region. KMC will manufacture, sell and conduct R&D on copper tube for air conditioners, copper tube for construction and hot water supply, and other related products. To be based in Tokyo, the new company will be capitalized at 6 billion yen. An extra 5 billion yen will be allocated for capital reserve. KMC will employ approximately 370 people in Japan and 680 overseas. The president will be Shinji Yano, who is currently an executive vice president at Kobe Steel. In production scale, marketing, quality, cost competitiveness, technical capabilities, and manufacturing technology, the new joint venture will aim to become one of the leading integrated manufacturers of copper tube in Asia, combining Kobe Steel's metal processing technology and Mitsubishi Materials Group's alloy technology. To be transferred to KMC are the assets, liabilities, rights and obligations, and other contractual arrangements pertaining to the manufacture, research and development, and sale of copper tube and related processed products currently held by Kobe Steel and Mitsubishi Materials. To be included in the transfer are Kobe Copper (Malaysia) Sdn. Bhd. and Hatano Pipe Center, Ltd. in which Kobe Steel holds equity stakes and MMC Copper Tube (Thailand) Co., Ltd. in which Mitsubishi Materials holds an equity share. The steel firm will sell at least 72 billion yen (US$658 million) of bonds this year to repay debt, TCR-AP reported recently. The sales come as the Company plans to cut bank loans to half its debt, from 70 percent in March. OUTLINE OF THE NEW COMPANY Name: Kobelco & Materials Copper Tube, Ltd. Head office: Tokyo Capital: 6 billion yen (plus 5 billion yen for capital reserve) Equity share: Kobe Steel 55%, Mitsubishi Materials 45% President & Representative Director: Shinji Yano (Currently Executive Vice President & Representative Director, Kobe Steel, Ltd. Employees: About 370 in Japan & 680 overseas Production: Hadano, Kanagawa; Kitamoto, Saitama (both in Japan) Overseas: Kobe Copper (Malaysia) Sdn. Bhd. MMC Copper Tube (Thailand) Co., Ltd. (In the future, these two companies will be renamed respectively as follows: Kobelco & Materials Copper Tube (Malaysia) Sdn. Bhd. Kobelco & Materials Copper Tube (Thailand) Co., Ltd.) Business activities: Copper tube for air conditioners, copper tube for construction and hot water supply, and other related products About Mitsubishi Materials Corporation Mitsubishi Materials Corporation. The Company's principal activity is the manufacture of metals and ceramics. Operations are carried out through the following divisions: Fabricated metal products accounted for 33% of fiscal 2001 revenues, Nonferrous metals, 19%; Other, 18%; Cement products, 16% and Silicon & advanced materials, 14%. For further information, please visit the Mitsubishi Materials Corporation home page at: www.mmc.co.jp/ About Kobe Steel, Ltd. Kobe Steel, Ltd. is one of Japan's leading steel makers and producers of aluminum and copper products. Other businesses include welding consumables, infrastructure and plant engineering, machinery, and real estate. For further information, please visit the Kobe Steel, Ltd. home page at: www.kobelco.co.jp/index_e_wi.htm Contact: Kobe Steel, Ltd. Gary Tsuchida Communication Center 9-12 Kita-Shinagawa 5-chome Shinagawa-ku, Tokyo 141-8688 Japan Tel: +81 (0)3 5739-6010 Fax: +81 (0)3 5739-5971 E-mail: www-admin@kobelco.co.jp Mitsubishi Materials Corporation Corporate Communications & IR Dept. Tel: +81 (0)3 5252-5206 Fax: +81 (0)3 5252-5272 E-mail: www-adm@mmc.co.jp KOBE STEEL: Appoints New President ---------------------------------- The Board of Directors of Kobe Steel, Ltd. decided Tuesday to appoint Executive Vice President and Representative Director Yasuo Inubushi as President, CEO and Representative Director of Kobe Steel. Current President Koshi Mizukoshi will become Chairman and Representative Director. These appointments will become effective on April 1. Profile of Yasuo Inubushi Yasuo Inubushi was born in the city of Tokushima in Tokushima Prefecture on February 10, 1944. He graduated from the School of Economics at Osaka University in March 1967. In April 1967, Inubushi joined Kobe Steel, Ltd. He was initially assigned to the Accounting Section at Kobe Works. Two years later, he was transferred to the Sales Planning & Administration Dept. in Osaka. Following a number of postings, Mr. Inubushi spent a cumulative total of 10 years in the Sales Planning & Administration Dept. Inubushi spent a total of eight years working overseas. In 1974, he was transferred to Titan Steel & Wire Co., Ltd., a secondary wire rod processor in Canada. He subsequently worked in Kobe Steel's offices in Los Angeles and New York. In 1981, Inubushi was promoted to Manager of the Cold Rolled Sheet Sales Section in Osaka's Steel Sheet Sales Dept., a domestic sales position. After that, he was assigned to the Steel Export Dept. involved in the overseas market. Beginning in 1987, Inubushi was engaged in the establishment and administration of USS/KOBE Steel Company and PRO-TEC Coating Company, joint ventures with the former USX Corporation (currently United States Steel Corporation). In January 1990, he rose to General Manager of the International Operations Dept., Iron & Steel Division, which was in charge of the overseas steel ventures. In June 1996, Inubushi was appointed a Director of Kobe Steel. He was responsible for the Planning & Administration Dept. and was General Manager of the Sales Planning & Administration Dept. in the Iron & Steel Division. In June 1999, he was promoted to the position of Senior Officer of Kobe Steel and looked after a number of head office operations. He oversaw the Human Resources Dept. and Corporate Planning Dept. and was responsible for the Legal Dept. and Finance Dept. He was instrumental in Kobe Steel's "selection and consolidation" of its businesses, including the sale of the semiconductor business and the reforming of the construction machinery business. In June 2001, Inubushi became an Executive Officer of Kobe Steel and returned to the Iron & Steel Sector as General Manager of the Steel Sales Division. The following year, in June 2002, Inubushi was promoted to Executive Vice President and Representative Director of Kobe Steel. Contact: Gary Tsuchida Communication Center Kobe Steel, Ltd. 9-12 Kita-Shinagawa 5-chome Shinagawa-ku, Tokyo 141-8688 JAPAN Tel +81 (0)3 5739-6010 Fax +81 (0)3 5739-5871 E-mail www-admin@kobelco.co.jp Website: www.kobelco.co.jp MITSUBISHI MOTORS: Cuts Japan Production Output to 10% ------------------------------------------------------ Mitsubishi Motors Corporation will cut its Japanese vehicle production by 10 percent and reduce capital spending as part of a plan to return to profitability, Bloomberg News reports. The carmaker plans to implement the production cuts at its Okazaki plant in early April. The company will reduce work shifts to one from two and transfer as many as 600 employees to other sites. Mitsubishi has limited output at Okazaki to about half the plant's capacity, because of weak vehicle sales. The company announced it would reduce capital spending for the year ending in March to 120 billion yen ($1.11 billion) from 140 billion yen. ========= K O R E A ========= KOOKMIN BANK: Boost Assets to W300 Trillion ------------------------------------------- In order to compete in the global market, Kookmin Bank plans to increase its assets from its current W230 trillion to W300 trillion, Digital Chosun reports, citing Kookmin President Kim Jung-tai. The bank plans to do so through improvements in productivity. Kim stressed, however, that mergers and acquisitions were not being considered. SK CORPORATION: Sovereign Calls on Chief to Quit ------------------------------------------------ Sovereign Asset Management Fund, the second largest shareholder of SK Corporation, demanded Tuesday that SK Corp. Chairman Chey Tae-won should quit his post to help improve the Company's governance structure, Asia Pulse reported on Tuesday. Sovereign holds a 14.99-percent stake in SK Corporation, the nation's top refiner and the virtual holding company of SK Group. The investment fund claimed the reputation and credibility of SK Corp. is being called into question since Chey continues to sit on its board despite his conviction. "After being handed a three-year prison term for deceptive accounting and malfeasance involving SK Networks, Chey has only served seven months," Monaco-based investment fund said in a statement. SK Corporation plans to hold an annual shareholders' meeting on March 12 to pick new directors and handle other corporate matters. SSANGYONG MOTOR: Files Suit Against Government ---------------------------------------------- Ssangyong Motor Co. will file legal action against the government for levying a special excise tax on its Musso Sports vehicles in 2002, according to Yonhap News. The Company said that the measure was being taken because the National Tax Tribunal is expected to rule against a refund claim submitted by the automaker. Ssangyong claimed that the finance ministry had asked the carmaker to pay back the excise taxes that consumers paid for buying the sports utility vehicle before changes to the law made it unnecessary to pay the extra charges. KEB CREDIT: Threatens Job Cuts if Strike Goes On ------------------------------------------------ KEB Credit Card Service Co. will cut a large number of its workforce if striking labor union workers do not return to work by Saturday, reports the Yonhap News. The Company already notified around 260 people of their dismissal, which is 40 percent of a total workforce of 662. KEB Credit Service Co. posted a 1.02 trillion won (US$879.2 million) net loss in the three months ended in December, TCR-AP reported recently. The Korea Exchange Bank will absorb the Company by the end of February in an effort to end a cash flow crisis. =============== M A L A Y S I A =============== HIAP AIK: Enters Purchase Deal With Encik ----------------------------------------- Hiap Aik Construction Berhad (HACB) announced that the special administrators of Company, namely Mr. Alvin Tee Guan Pian has on February 20, 2004, has entered into a Sale and Purchase Agreement with Encik Shah Rudin Bin Mohammed Miskun for the disposal of 5,640,478 Lebar Daun Berhad Irredeemable Convertible Unsecured Loan Stocks (LDB ICULS) of RM1.00 each, for a cash consideration of RM5,640,478. (b) Salient Terms of the Sale and Purchase Agreement are as follows: The total Purchase Price of RM5,640,478 shall be paid by Shah Rudin Bin Mohammed Miskun upon signing of the Sale and Purchase Agreement. (i) 10% of the Purchase Price upon signing of the Sale and Purchase Agreement. (ii) 90% of the Purchase Price upon completion date of Sale and Purchase Agreement. (c) Basis of determining the Sale Consideration The sale consideration of RM5,640,478 in cash for the disposal was arrived at based on the willing buying and willing selling basis. (d) Utilization of Proceeds The entire proceeds from the disposal of 5,640,478 ICULS, which is RM5,640,478 in cash, is proposed to be utilized for the settlement of the creditors of HACB. (e) Effects of the Disposal of 5,640,478 LDB ICULS (i) Share Capital The Disposal will not have any effect on the issued and paid up share capital of HACB. (ii) Earnings The Disposal will not have any effect on the loss after tax of HACB. (iii) Net Tangible Assets/Liabilities Per Share The Disposal will not have any effect on the net tangible assets and liabilities per share of HACB. (iv) Substantial Shareholders The Disposal will not have any effect on the substantial shareholding of HACB as it does not involve transfer of shares. (f) Directors' and Major Shareholders' interest None of the SA, Directors and/or major shareholders of HACB or any other company which is its subsidiary or holding company or subsidiary of its holding company, or person connected to the Directors, major shareholders or any other company which is its subsidiary or holding company or a subsidiary of its holding company, has any interest, direct or indirect, in the disposal of 5,640,478 LDB ICULS. (g) SA's Statement The SA of HACB are of the opinion that disposal of 5,640,478 LDB ICULS is in the best interest of HACB. (h) Shareholders' Approval The Workout Proposal (WP) of HACB stipulates that the SA has the discretion to realize the ICULS for cash, that being the case, the transaction is therefore contemplated in the WP. Pursuant to Section 47(3) of the Pengurusan Danaharta Nasional Berhad Act, 1998, the WP binds everyone including HACB's shareholders. Hence, HACB is not required to obtain shareholders' approval as it is deemed obtain pursuant to the said Act. With regards to the circular, the Information Circular dated 26 January 2004 issued by HACB includes the statement where SA has the discretion to realize the ICULS for cash, hence notice has been given to its shareholders in relation to the disposal of the LDB ICULS. METACORP BERHAD: Terminates Share Sale Deal With Bina Naga ---------------------------------------------------------- This announcement is made further to Metacorp Berhad's announcement dated October 20, 2003, in respect of the conditional Share Sale Agreement (SSA) dated October 16, 2003 between Metacorp and Bina Naga Bersatu Sdn Bhd (BNBSB) for the acquisition by Metacorp of 409,384 ordinary shares of RM1.00 each in Coneff Corporation Sdn Bhd (CCSB) representing 100% of the issued and paid-up share capital of CCSB for a total cash consideration of RM7.5 million. Metacorp informed the Kuala Lumpur Stock Exchange that on February 13, 2003, BNBSB had served a notice to terminate the SSA, as both parties were not able to obtain approvals from the Foreign Investment Committee and Datuk Bandar Kuala Lumpur respectively within the Cut-Off Date (as defined in the SSA). This announcement is dated 24 January 2004 PICA CORPORATION: MSEB OKs Proposal ----------------------------------- Further to the announcement made by Pica Corporation on January 29, 2004, Commerce International Merchant Bankers Berhad announced that the Malaysia Securities Exchange Berhad (MSEB) has, via its letter dated February 20, 2004, accepted the appeal made by Pica against the decision of MSEB to delist the securities of Pica (M) Corporation Berhad, and to await the outcome of Pica's application to the relevant authorities on December 3, 2003. PROMET BERHAD: MSEB Seeks Delisting ----------------------------------- The Malaysia Securities Exchange Berhad (MSEB) made in consultation with the Securities Commission, announced that the securities Promet Berhad should be de-listed from the Official List of the Exchange at 9 A.M. on Friday, March 5, 2004. With respect to the securities of the Company, which are currently deposited with the Malaysian Central Depository Sdn Bhd (MCD), the securities of the Company will continue to remain deposited with the MCD notwithstanding the de-listing of the securities of the Company from the Official List of the Exchange. It is not mandatory for the securities of a company, which has been de-listed to be withdrawn from MCD. Alternatively, shareholders of the Company who intend to hold their securities in the form of physical certificate, can withdraw these securities from their Central Depository System accounts with MCD, at anytime after the securities of the Company are de-listed from the Official List of the Exchange by submitting the application form for withdrawal in accordance with the procedures prescribed by MCD. Shareholders of the Company can contact any Participating Organization of the Exchange and/or MCD's helpline at 03-20717711 or 03-20717723 for information on the withdrawal procedures. SIN HENG: Issues Revised Scheme Proposal ---------------------------------------- Southern Investment Bank Berhad refer to the announcements made on behalf of the Special Administrators (SA) of Sin Heng Chan (Malaya) Berhad (SHCM) on 8 October 2003, 12 November 2003, 2 January 2004, 16 January 2004 and 16 February 2004 in relation to the Proposed Revised Scheme, which involves, amongst others, the following: (i) SHCM proposes to undertake, amongst others, a proposed 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 a 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; (ii) Dato' Choo Keng Weng (DC) will undertake to subscribe for any un-subscribed Rights Shares up to a maximum of 30,000,100 Rights Shares. DC had nominated Alor Setar Industry Holdings Sdn Bhd (ASIH), a company owned by DC, Dato' Haji Esa bin Haji Mohamed (DE) and Dato' Ghazali bin Saiboo (DG), being the subscriber for any un-subscribed Rights Shares at the Minimum Subscription Level; (iii) With the undertaking as stated in paragraph (ii) above and the Minimum Subscription Level, ASIH will hold up to 30,000,100 new SHCM Shares, representing 52.65% of the total issued and paid-up share capital of SHCM, whereas, the total shareholding of ASIH and parties acting in concert with it will increase to 35,562,000 new SHCM Shares, representing 62.41% of the total issued and paid-up share capital in SHCM. This will result in the obligation on ASIH and parties acting in concert with it to undertake a mandatory offer (MO) under Section 33B(2) of the Securities Commission Act, 1993 (SCA) and Section 6(4) of the Malaysian Code of Takeovers and Mergers, 1998 (Code); and (iv) In the event where the Proposed Rights Issue is fully subscribed at the maximum subscription level, Macronet Sdn Bhd (Macronet) will renounce in full its entitlement pursuant to the Proposed Rights Issue to ASIH. ASIH will also acquire the necessary amount of SHCM Shares and Irredeemable Convertible Unsecured Loan Stocks (ICULS) under the option agreement between the trustee and ASIH and to convert the ICULS into new SHCM Shares, and/or exercise the warrants that it will acquire pursuant to the Proposed Revised Scheme. The acquisition of new SHCM Shares/conversion of ICULS/exercise of warrants by ASIH is to enable ASIH's shareholdings in SHCM to exceed 50% of the total issued and paid-up share capital in SHCM before the completion of the Proposed Revised Scheme. This will result in the obligation on ASIH and parties acting in concert with it to undertake a MO under Section 33B(2) of the SCA and Section 6(4) of the Code. Southern Investment Bank Berhad (SIBB) announced that the Securities Commission (SC) had via its letter dated 19 February 2004, which was received by SIBB on 20 February 2004, approved the application by ASIH and parties acting in concert with it, i.e. Macronet, DC, DE and DG, for an exemption from the obligation to undertake a MO in relation to situation as set out in (ii) above under Practice Note 2.9.3 of the Code. The said exemption is granted after taking into consideration that SHCM has satisfied the requirement of paragraph 3 of Practice Note 2.9.3, where, amongst others, the net tangible assets per SHCM Share is less than 50% of its par value, the debt-equity ratio of the SHCM and its subsidiaries (SHCM Group) has exceed 3:1 and the proposal is expected to regularize the financial position of the SHCM Group. However, the application to the SC for an exemption to ASIH and parties acting in concert with it from the obligation to undertake a MO in relation to the situation as set out in (iv) above (Proposed Exemption), following the acquisition of new SHCM Shares/conversion of ICULS/exercise of warrants by ASIH for the purpose of increasing ASIH's shareholding above 50% of the total issued and paid-up share capital in SHCM before the completion of the Proposed Revised Scheme, will only be considered by the SC after ASIH has obtained approval from the independent shareholders of SHCM in accordance with the "white- wash" procedure, as provided under Practice Note 2.9.1 of the Code, as follows: (i) ASIH and parties acting in concert with it are required to provide to the SC, a statutory declaration that they have not purchased SHCM Shares within six (6) months period prior to the despatch of the circular to shareholders in relation to the Proposed Exemption but subsequent to the deliberations, discussion, understanding or agreement with the Directors of SHCM in relation to the proposed restructuring scheme of SHCM, whichever is the earlier, until the extraordinary general meeting (EGM) is convened and the approval from the SC for the Proposed Exemption is obtained; (ii) ASIH and parties acting in concert with it are required to obtain the approval of the shareholders by way of poll for the Proposed Exemption at an EGM to be convened in which all interested parties will abstain from voting; and (iii) The appointment of a competent independent advice to the shareholders of SHCM, where such appointment and the independent advice circular to be despatched to the shareholders of SHCM have to be approved by the SC. This announcement is dated 24 February 2004. ===================== P H I L I P P I N E S ===================== ASIAN DIAMOND: SEC in Talks With White Knight --------------------------------------------- The Securities and Exchange Commission (SEC) is finalizing talks with a local financial services Company that is keen on acquiring the operations of beleaguered pre-need company Asian Diamond Plans Inc., the Business World reports. If negotiations go well in the next few days, the corporate regulator would finally be able to find a white knight for Asian Diamond. Although the SEC declined to name the possible white knight, he said the company is a new entrant in the pre-need industry since its current operations are mainly focused on financial services. SEC Director Emilio P. Aquino said the new investors have to infuse as much as 100 million pesos in capital to be able to take over the firm's operations. Last year, the SEC suspended the license of Asian Diamond to sell pre-need plans due to a PhP16-million trust fund deficiency. PHILIPPINE LONG: Clarifies Debt Restructuring Report ---------------------------------------------------- The Philippine Long Distance and Telephone Co. clarifies the news article entitled "As part of on going efforts to restructure the huge debt of a losing subsidiary, Philippine Long Distance Telephone Co. is studying an option for Smart Communications Inc. to absorb billions of pesos of Pilipino Telephone Corp.'s obligations. A banking source said that PLDT had presented four options to Piltel's creditors. Of the four alternatives, creditors were focusing on proposal for cash-rich Smart to absorb Piltel's obligations or for PLDT to swap with Smart shares the convertible PLDT preferred shares it had issued to Piltel's creditors in 2001". Further to Circular for Brokers No. 831-2004, Philippine Long Distance Telephone Co., in its letter dated February 24, 2004, clarified that: In view of the fact that the alternatives being studied by PLDT and SMART regarding Pilipino Telephone Corporation (PILTEL)'s indebtedness are not yet definite and have not been deliberated and approved by the respective boards of PLDT and SMART as stated in our disclosure of 23 February 2004, we cannot confirm at this point in time the report coming from the banking source of the Philippine Daily Inquirer reporter. However, we wish to note that should PLDT and SMART pursue any transaction at all regarding PILTEL's indebtedness, it would be only on terms that create economic benefits to PLDT and SMART. The Company also advised that it is not planning to swap SMART shares for PLDT preferred shares or to effect a merger of SMART and PILTEL. UNITED COCONUT: Unveils PhP10B Emergency Loan --------------------------------------------- United Coconut Planters Bank (UCPB) will roll over its 10 billion peso emergency loan facility from the Bangko Sentral ng Pilipinas (BSP or the Central Bank) for another six months, Business World reports, citing UCPB President Jose L. Querubin. The six-month renewal would be cheaper for the bank instead of changing the loan term to one year, for which BSP wanted to charge higher interest. UCPB asked BSP to change the term of its PhP10-billion emergency loan to one year, from six months renewable for another six months. BSP agreed to the request but it wanted to charge higher interest for the loan. United Coconut Planters Bank (UCPB) has tapped auditing firm PricewaterhouseCoopers (PWC) to help it unload an estimated 15 billion pesos in idle assets, TCR-AP reported recently. The bank expects to post 5 billion pesos in net earnings by the end of 2003. UNIVERSAL RIGHTFIELD: Gets Debt Reprieve Approval ------------------------------------------------- A Mandaluyong City regional trial court has approved a creditor's petition to rehabilitate Universal Rightfield Property Inc. by issuing a stay order in the enforcement of all claims against the company, AFX Asia reports. DM Consunji, a major creditor of Universal Rightfield, asked the court for the rehabilitation. Universal Rightfield's proposed rehabilitation plan entails the reduction of its 1.39 bln worth of loans through a payment-in- kind arrangement with creditors. The plan also calls for an initial funding of 150 mln pesos to jump-start development of a property in Cabuyao, in Laguna province south of metropolitan Manila. The company is expected to repay its debts over a 10- year period. In a February 17 ruling, the Mandaluyong court also appointed lawyer Monico Jacob as rehabilitation receiver of Universal Rightfield. The Philippine Stock Exchange has suspended trading of Universal Rightfield shares even after the Securities and Exchange Commission has set aside an order revoking the Company's permit to sell securities to the public. ================= S I N G A P O R E ================= FUNAI ELECTRIC: Issues Dividend Notice -------------------------------------- Funai Electric (S) Pte Ltd. issued a notice of intended second dividend as follows: Address of Registered Office: Formerly of 9 Lok Yang Way Singapore 628627. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 6 of 1997. Last Day for Receiving Proofs: 5th March 2004. Name & Address of Liquidator: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. Dated: 20th February 2004. SUNARI BIN KATENI Assistant Official Receiver. GLOBAL FACADE: Winding Up Hearing Set March 5 --------------------------------------------- The petition to wind up Global Facade (S) Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on February 11, 2004 at 10 o'clock in the morning. Kian Hiap Construction Pte Ltd., a creditor, whose address is located at 14 Defu Lane 1, Singapore 539488, filed the petition with the court on February 11, 2004. The Petitioners' solicitors are ACIES Law Corporation of No. 1 Raffles Place, #39-01 OUB Centre, Singapore 048616. Any person who intends to appear on the hearing of the petition must serve on or send by post to ACIES Law Corporation a notice in writing not later than twelve o'clock noon of the 4th day of March 2004 (the day before the day appointed for the hearing of the petition). K. YAMABUTA: Winding Up Petition Hearing Set February 27 -------------------------------------------------------- The petition to wind up K. Yamabuta Holdings Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on February 27, 2004 at 10 o'clock in the morning. RHB Bank Berhad, a creditor, whose address is located at 90 Cecil Street #03-00, Singapore 069531, filed the petition with the court on February 5, 2004. The Petitioner's Solicitors are Drew & Napier LLC of 20 Raffles Place, #17-00 Ocean Towers, Singapore 048620. Any person who intends to appear on the hearing of the petition must serve on or send by post to Drew & Napier LLC a notice in writing not later than twelve o'clock noon of the 26th day of February 2004 (the day before the day appointed for the hearing of the petition). LIAN SHENG: Releases Intended Dividend Notice --------------------------------------------- Lian Sheng Timber Pte Ltd (In Liquidation) issued a notice of intended dividend as follows: Address of registered office: 336 Smith Street, #06-308 New Bridge Centre, Singapore 050336. Last day of receiving proofs: 15th March 2004. Name of liquidator: GOH NGIAP SUAN. Address of liquidator: c/o Goh Ngiap Suan & Co 336 Smith Street #06-308 New Bridge Centre Singapore 050336. Dated this 20th day of February 2004. GOH NGIAP SUAN Liquidator. MOULD BASE: Creditors Meeting Set for March 5 --------------------------------------------- Take notice that a meeting of creditors of Mould Base Manufacturer Singapore Pte Ltd will be held at 371 Beach Road, #16-08 Keypoint, Singapore 199597 on the 5th day of March 2004 at 10:30 in the morning. AGENDA (1) To consider the Statement of Affairs of the Company as submitted by its Director. (2) To consider the appointment of a Committee of Inspection pursuant to section 277 (1) of the Companies Act, Cap. 50. (3) To approve the liquidator's fees. Dated this 16th day of February 2004. TAN JOON HOE Liquidator. NEPTUNE ORIENT: Returns to Profit in 2003 ----------------------------------------- Neptune Orient Lines Limited incurred a net profit of US$567.14 million, versus a net loss of US$188.95 million a year earlier, according to Reuters. The Company is engaged in the owning, chartering and operating of vessels. Financial Results for the year to December 26, 2003 (in millions of US$ unless stated) 2003 vs 2002 Operating profit/(loss) 567.14 vs (188.95) Pre-tax profit/(loss) 456.72 vs (317.81) Net profit/(loss) 428.83 vs (330.16) Group shr (cents) 35.42 vs (28.07) Turnover 5,522.58 vs 4,641.82 Dividend (Singapore cents) 3.85 vs nil ZESONETTE PTE: Issues Winding Up Order Notice --------------------------------------------- Zesonette Pte Ltd issued a winding up order notice made on the 6th day of February 2004. Name and address of Liquidator: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. Dated this 17th day of February 2004. Messrs NG ONG & CHEE Solicitors for the Petitioning Creditors. SUNRISE OCEAN: Winding Up Petition Hearing Set March 5 ------------------------------------------------------ The petition to wind up Sunrise Ocean & Trading Pte Ltd. is set for hearing before the High Court of the Republic of Singapore on March 27, 2004 at 10 o'clock in the morning. Nobu Marine Pte Ltd., a creditor, whose address is located at 196 Pandan Loop, #01-02 Pantech Industrial Complex, Singapore 128384, filed the petition with the court on February 10, 2004. The Petitioner's solicitors are Esvaran & Tan of 133 New Bridge Road, #11-04 Chinatown Point, Singapore 059413. Any person who intends to appear on the hearing of the petition must serve on or send by post to Esvaran & Tan a notice in writing not later than twelve o'clock noon of the 26th day of February 2004 (the day before the day appointed for the hearing of the petition). =============== T H A I L A N D =============== DISTAR ELECTRIC: Unveils February 23 EGM Resolutions ---------------------------------------------------- The shareholders extraordinary general meeting (EGM) of Distar Electric Corporation Public Company Limited was held on February 23, 2004 at the 21st Floor R.S. Tower Building, Ratchadapisek Road, Din Daeng sub-district, Din Daeng District, Bangkok. The agenda of the meeting is as follows: Agenda 1: To confirm the Minutes of the Annual General Meeting of the Shareholders' no. 1/2003 The Meeting has unanimously resolved to confirm the Minutes of the Annual General Meeting of the Shareholders' no. 1/2003 Agenda 2: Consideration matters: Agenda 2.1: To consider the increasing of investment in ordinary shares of Distar Direct Co., Ltd. another 2,600,000 shares at price 6 Baht each, which are bought from S.K.V. Holding Co., Ltd. and Distar Holding Co., Ltd. (The acquisition cumulative of 3,600,000 shares at price 6 Baht each total amount of Baht 21.60 Million) The Meeting has unanimously resolved by the eligible and attends shareholders to buy ordinary shares of Distar Direct another 2,600,000 shares at price 6 Baht each. The total shares hold after these issues are 10,440,000 shares or proportion of 29% of total paid-up capital. Agenda 2.2: To consider of off-setting the Retained Loss as of 31 December, 2003 (from the audited Financial Statements) by the Legal Reserved Account and Shares Premium Account. As per audit reviewed Financial Statement as of September 30, 2003, company had its Retained Loss of Baht 273.21 million and Legal Reserved of Baht 18.15 million and Shares Premium of Baht 375 million. The Meeting had unanimously resolved of offsetting the Retained Loss, as per audited Financial Statement as of December 31, 2003, to be zero by the Legal Reserved and Shares Premium Accounts respectively within the same period. Agenda 3 Other business (if any) The meeting has been advised that Surachai Eksmith had resigned from the Company's Director effective from February 23, 2004. TANAYONG PUBLIC: Issues Reorganization Plan Update -------------------------------------------------- On August 18, 2003, As Yongsu Company Limited, one of the creditors of Tanayong Public Company Limited (Tanayong), filed a petition with the Central Bankruptcy Court for the reorganization of the Company. On December 30, 2003, the Court has issued an order for the business reorganization of the Company and also appointed the Director of the Company to be an interim executive. The Official Receiver then called for a meeting of creditors to consider for the planner on February 23, 2004. At the creditors' meeting on February 23, 2004, one of the creditors proposed that Silom Planner Company Limited to be the planner of the Company. Thus, the Court set February 25, 2004 as a date for consideration of the planner. ********* 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. 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