/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040708.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, July 8, 2004, Vol. 7, No. 134 Headlines A U S T R A L I A NATIONAL AUSTRALIA: Unveils Interim Dividend Reinvestment Plan NOVUS PETROLEUM: Soon To Disappear From ASX After Takeover QANTAS AIRWAYS: Flight Attendants Back Possible Strike C H I N A & H O N G K O N G BALLINGTON INTERNATIONAL: Creditors Must Prove Debts by July 19 ESPRIT CONTAINER: Winding Up Hearing Set July 21 PAK TAK: Net Loss Shrinks to HKD4.99M RINGO TRANSPORTATION: Enters Winding Up Proceedings ROYAL DISTILLERS: Creditors To Prove Debts by July 21 I N D O N E S I A ASIA PULP: Challenges Environmental Group to Show Proof BUMI RESOURCES: Sets Aside US$100 Mln for Investments this Year MERPATI NUSANTARA: To Lease More Boeing 737-200 Aircraft J A P A N ASAHI MUTUAL: JCR Upgrades Rating to BB- MITSUBISHI MOTORS: To Slash Jobs at U.S. Plant MITSUBISHI MOTORS: First-half Sales in Russia Up 72% MITSUBISHI MOTORS: Details Current Status of Recalls SOJITZ CORPORATION: Forms Business Partnership With CNG Travel UFJ BANK: Promise Wants Out of Joint Venture K O R E A HYNIX SEMICONDUCTOR: KDB Rethinking Stand on China Plant Opening KOOKMIN BANK: Excludes Collateral from Corporate Credit Scoring LG CARD: Creditors Considering New Share Issue LG CARD: Posts Notice of Address Change LG CARD: Bailout Call to Burden Local Banking Sector M A L A Y S I A ACTACORP HOLDINGS: Investigation On PJSD Extended for 45 Days AKTIF LIFESTYLE: Releases Details On Reconciliation Of Results BESCORP INDUSTRIES: Issues Update On Corporate Proposals BINA PURI: BMSB To Grant Listing Of 9,000 Ordinary Shares BOUSTEAD HOLDINGS: Issues 21,000 New Ordinary Shares GULA PERAK: Issues Additional 27,000 New Ordinary Shares HAP SENG: BMSB To Grant Listing Of Additional 25,000 Shares INNOVEST BERHAD: Submits Written Presentation Re De-listing LONG HUAT: 2-Month Extension Of Restructuring Completion Granted MALAYSIA BUILDING: Details Property Disposal MENTAKAB RUBBER: Updates Practice Note 10/2001 NYLEX BERHAD: Director Intends To Deal During Closed Period PANGLOBAL BERHAD: Issues Update On Profit Guarantee PRINSIPTEK CORPORATION: Issues Additional 2,400,000 New Shares SATERAS RESOURCES: Amends Winding-Up Announcement SUNWAY CITY: Issues Additional 18,000 New Ordinary Shares SUNWAY HOLDINGS: BMSB To Grant Listing of 15,000 Shares TANJONG PUBLIC: Issues Additional 303,000 Ordinary Shares WAH SEONG: Acquires Entire Issued and Paid Up Capital Of TOT P H I L I P P I N E S BACNOTAN CONSOLIDATED: Unveils Result of Board Meeting NATIONAL POWER: PSALM Raising US$250 Mln Via Private Placement NEGROS NAVIGATION: Issues Clarification To News Article PHILIPPINE BANK: Issues Changes In Articles Of Incorporation SEMIRARA MINING: Submits Details of Equity Restructuring S I N G A P O R E ECON INTERNATIONAL: Sells Econ Corporation Shares ESTMACH PRIVATE: Creditors Must Submit Claims on August 2 FALMAC LIMITED: Undergoes Restructuring INFORMATICS HOLDINGS: Oei, Tan Work out Win-win Solution LHT HOLDINGS: Company Secretary Resigns LIPTON PRIVATE: Creditors Must Prove Debts by August 2 MARLEX MARKETING: Winding Up Order Made T H A I L A N D THAI PETROCHEMICAL: Debt Administrators Pushing New Plan - - - - - - - - ================= A U S T R A L I A ================= NATIONAL AUSTRALIA: Unveils Interim Dividend Reinvestment Plan -------------------------------------------------------------- The issue price for ordinary shares under the National Australia Bank's Dividend Reinvestment Plan and Bonus Share Plan in respect of the 2004 interim dividend will be $28.9920 per share. This represents a 2.5% discount to the arithmetic average of the daily volume weighted average price during the 15 trading days from 15 June 2004 to 5 July 2004 inclusive. Shares will be allocated to participating shareholders on 14 July 2004, the interim dividend payment date. For further information: Brandon Phillips Group Manager Group Corporate Relations 03 8641 3857 work 0419 369 058 mobile This UK Wire announcement is dated 7 July 2004. NOVUS PETROLEUM: Soon To Disappear From ASX After Takeover ---------------------------------------------------------- Novus Petroleum Limited will be removed from the official list of Australian Stock Exchange Limited at the close of trading on Tuesday, 13 July 2004, following compulsory acquisition of the Company by Medco Energi (Australia) Pty Ltd, in accordance with listing rule 17.14. Richard Hajzuk Companies Advisor This Australian Stock Exchange announcement is dated 7 July 2004. QANTAS AIRWAYS: Flight Attendants Back Possible Strike ------------------------------------------------------ Qantas Airways flight attendants have endorsed any industrial action to protest the carrier's plan to relocate hundreds of jobs overseas, the Associated Press reports. The airline said last month it would establish a new base in London for 400 of its international flight attendants to save the carrier around AU$18 million annually. The airline also promised not to cut jobs and to offer any new positions to existing crew first. But the Flight Attendants' Association of Australia (FAAA) international division secretary Michael Mijatov said staffers were still concerned about job losses and inferior working conditions. ============================== C H I N A & H O N G K O N G ============================== BALLINGTON INTERNATIONAL: Creditors Must Prove Debts By July 19 --------------------------------------------------------------- The creditors of Ballington International Limited, which is in Creditors' Voluntary Liquidation, are required (if they have not already done so), on or before the close of business on July 19, 2004, to send in their names, addresses and particulars of their debts or claims, and the name and address of their solicitors, if any, to the undersigned at 27th Floor, Alexandra House, 16-20 Chater Road, Central, Hong Kong. If required by notice in writing from the said Liquidators, they are to come personally or by their solicitors 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 deemed to waive all of such debts or claims and the Liquidators will be entitled, seven days after the above date, to distribute any and all surplus assets or funds available or any part thereof to the members. Jacky Chung Wing Muk Gabriel Chi Kok Tam Joint and Several Liquidators This announcement is dated July 2, 2004. ESPRIT CONTAINER: Winding Up Hearing Set July 21 ------------------------------------------------ Notice is hereby given that a Petition for the Winding up of Esprit Container Transportation by the High Court of Hong Kong was, on April 23, 2004, presented to the said Court by Chan Kam Wing of Flat 4, 3/F., Kwai Yue House, Kwai Chun Court, Kwai Chung, New Territories, Hong Kong. The said Petition will be heard before the Court at 10:00 am on July 21, 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose; and a copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Thomas E. Kwong For Director of Legal Aid 27th Floor, Queensway Government Offices 66 Queensway Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon of the 20th day of July 2004. PAK TAK: Net Loss Shrinks to HKD4.99M -------------------------------------- Infocast News reported that Pak Tak International Limited posted a net loss of HKD4.991 million for the fiscal year ended March 31, compared with a net loss of HKD38.219 million a year ago. Loss per share was $0.02. No final dividend was declared. RINGO TRANSPORTATION: Enters Winding Up Proceedings --------------------------------------------------- Notice is hereby given that a Petition for the Winding up of Ringo Transportation Company Limited by the High Court of Hong Kong was, on May 31, 2004, presented to the said Court by Lam Kim Man of 2/F., 169 Wong Uk Tsuen, Yuen Long, New Territories, Hong Kong. The said Petition will be heard before the Court at 9:30 am on July 21, 2004. Any creditor or contributory of the said company desirous to support or oppose the making of an order on the said petition may appear at the time of hearing by himself or his counsel for that purpose. A copy of the petition will be furnished to any creditor or contributory of the said company requiring the same by the undersigned on payment of the regulated charge for the same. Ms. ADA CHAU MING WAI For Director of Legal Aid 34th Floor, Hopewell Centre 183 Queen's Road East, Wanchai Hong Kong Note: Any person who intends to appear at the hearing of the said petition must serve on or send by post to the above named, notice in writing of his intention to do so. The Notice must state the name and address of the person, or if a firm or his or their Solicitor (if any) and must be served or if posted, must be sent by post in sufficient time to reach the above named not later than six o'clock in the afternoon of the 20th day of July 2004. ROYAL DISTILLERS: Creditors Must Prove Debts By July 21 ------------------------------------------------------- The Creditors of Royal Distillers International Limited (In Member's Voluntary Liquidation), whose debts or claims have not already been admitted, are required on or before the 21st day of July 2004 to prove by affidavit their debts or claims by sending in their names, addresses and descriptions and full particulars of their debts or claims in accordance with Form 63A of the Companies (Winding-up) Rules, and the names and addresses of their Solicitors (if any) to the undersigned Liquidators of the said Company, and, if so required by notice in writing from the said Liquidators, are personally or by their Solicitors or duly authorized Representative, to come and prove their said debts or claims and to establish any title they may have to priority at such time and place as shall be specified in such notice. In default of complying with this Notice, such creditors will be excluded from the benefit of any distribution made before such debts or claims are proved and/or from objecting to any distribution made before such priorities are established. Natalia SENG Joint and Several Liquidator 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong Susan LO Joint and Several Liquidator 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong This announcement is dated July 6, 2004. ================= I N D O N E S I A ================= ASIA PULP: Challenges Environmental Group to Show Proof ------------------------------------------------------- Singapore-based Asia Pulp & Paper Co. denied an environmental group's accusations that its pulp mill in Sumatra used logs sourced from a protected forest, the Financial Review says. In a letter to customers dated July 3, APP criticized WWF Indonesia for accusing the company of wrongdoing without presenting any evidence. It also reiterated its policy of not knowingly buying illegally logged wood for its pulp and paper mills. WWF Indonesia, in a report last month, said that a team of investigators had witnessed an illegal logging operation in the Tessa Nilo protected forest in Sumatra in April. Accordingly, the team spotted one logging truck, involved in the operation, enter a nearby pulp mill run by APP unit in Sumatra, PT Indah Kiat Pulp and Paper. According to the paper, the company is deeply concerned about the expose as it could lead the WWF or other environmental groups to call for a boycott on APP products. Earlier this year, U.S. store chain Office Depot Inc. indicated that it would cut off paper purchases from APP after WWF dropped an environmental cooperation deal with the paper maker. APP, which defaulted on US$13.9 billion- (US$19.9 billion) debt in March 2001, is currently negotiating a debt workout plan. BUMI RESOURCES: Sets Aside US$100 Mln for Investments this Year --------------------------------------------------------------- Indonesian miner PT Bumi Resources plans to inject US$90 million into PT Kaltim Prima Coal (KPC). According to Asia Pulse, the company intends to invest US$100 million of its capital this year, but only US$10 million will be used to cover its own investment expenditures. The rest will go to its subsidiary, Investment Relations Chief Martinus Peter told the newswire. The company's US$647 million outstanding debt consists of US$91.8 million in Bumi's own debt, US$190.6 million in debts of Bumi's subsidiary PT Arutmin, and US$365 million in KPC debts. MERPATI NUSANTARA: To Lease More Boeing 737-200 Aircraft -------------------------------------------------------- In response to the expected surge in demand, Indonesia's state- owned PT Merpati Nusantara Airlines will lease six more Boeing 737-200 aircraft this year, Asia Pulse reports. The carrier expects demand to soar in the second half, especially during school holidays. Merpati General Manager Jaka Pujiyono, meanwhile, said the airline will limit regional flights to Malaysia and Australia next year. He said the carrier will, instead, focus on domestic flights, its main operation. The company is still awaiting government approval on its proposal to convert government debt into shares. The company plans to use the proceeds to purchase new aircraft. ========= J A P A N ========= ASAHI MUTUAL: JCR Upgrades Rating to BB- ---------------------------------------- Japan Credit Rating Agency (JCR) has upgraded the rating on ability of Asahi Mutual Life Insurance Company to pay insurance claims of the company from B+ to BB-. RATIONALE: Asahi Mutual was forced to defer payment of interest on initial capital for fiscal 2002. This caused reduction in equity capital. JCR upgraded the rating for Asahi Mutual Life by one notch to BB-, given the fact that payment of interest on initial capital including deferred interest was determined for fiscal 2003 ended March 31, 2004. Although investment risk was lowered with the equity securities being reduced, Asahi Mutual remains vulnerable to fluctuations in stock market for its earnings power and capital strength. Its equity capital is not sufficient to combat the fluctuations. It has been focusing its attention on financial restructuring and improvement in earnings power in line with the management plan. These efforts are now paying off. These improvements should continue into the future and improve earnings. JCR will watch the future performance. MITSUBISHI MOTORS: To Slash Jobs at U.S. Plant ---------------------------------------------- Mitsubishi Motors Corporation (MMC) plans to cut jobs at its U.S. plant in Normal, Illinois, the Automotive News reports, citing MMC Chief Operating Officer Hideyasu Tagaya. Although Mr. Tagaya declined to mention a figure, Japanese analysts expect the carmaker to eliminate more than 10 percent of the plant's jobs this year. Mr. Tagaya said the cuts are part of a U.S. cost-reduction plan scheduled for completion by September. The plant, which produced 174,000 vehicles in 2003 operating at 73 percent capacity, employs about 3,000 people. MITSUBISHI MOTORS: First-half Sales in Russia Up 72% --------------------------------------------------- Mitsubishi dealers in Russia sold 12,208 automobiles in the first half of 2004, a 72 percent increase year-on-year, Interfax says. Last year, Russian dealers only managed to sell 7,082 vehicles, according to Sergei Kirillov, a marketing coordinator at Rolf Holding, the Moscow-based official distributor of Mitsubishi cars in Russia. He attributes the increase to soaring demand for new foreign cars and the success of the Lancer, which went on sale in Russia last August, and the sport-utility vehicle 'Outlander'. Mitsubishi now has 51 dealerships in 38 cities in Russia. MITSUBISHI MOTORS: Details Current Status of Recalls ---------------------------------------------------- Mitsubishi Motors Corporation (MMC) submitted Wednesday its weekly report to the Japanese Ministry of Land, Infrastructure and Transport on the current status of recalls and other improvement measures stemming from past "repair directives," or so-called shiji-kaishu. Today's report is the fourth weekly report submitted by the company. July 7 recalls and improvement measures: MMC submitted eight recalls and one improvement measure with the ministry, finalizing all 30 cases related to past repair directives. In its original report, MMC said it would submit six of today's nine cases as recalls and three as improvement measures. However, the company has since decided to submit two of the improvement measures as recalls, raising the total number of recalls related to repair directives to 28 from 26 and reducing the number of improvement measures from four to two. The overall number of cases remains unchanged at 30. Date submitted June 4 June 18 June 30 July 2 July 7 Recalls No. of cases 1 10 8 1 8 (28) (accumulated) (11) (19) (20) (28) No. of models 2 10 10 1 14 (Accumulated) (11) (15) (15) (25) No. of units 50,837 12,501 48,718 53,926 (accumulated) 115 (50,952)(63,453)(112,171)(166,097) Improvement No. of cases measures (accumulated) 1 1 (2) (2) No. of models (Accumulated) 1 8 (9) No. of units (accumulated) 12 43,504 (43,516) N.B. No. of units for Japan only SUMMARY OF DEFECT INFORMATION FOR 52 CASES SUBJECT TO SERVICE CAMPAIGNS MMC has looked into defect information contained in 55,000 product information reports dating back to April 2001 held by MMC and 75,000 product information reports from before March 2001, which MMC collected from dealers. The company is currently checking to see if any of the 52 cases subject to service campaigns contain defects related to accidents or fires. MMC is working with the ministry and will take the appropriate steps needed by the end of July. SOJITZ CORPORATION: Forms Business Partnership With CNG Travel -------------------------------------------------------------- Sojitz Corporation has formed a business partnership with CNG Travel Group Plc (Head office: Kerry, Ireland), with the aim to distribute in Japan `CNG Hotels.com (http://www.cnghotels.com)', an overseas hotel reservation site that boasts a high number of users in Europe and the US. Sojitz will conduct a survey and analyze the Japanese market, which is the target market where the subject product is to be distributed (*1), and provide advice on sales and marketing strategies. In addition, Sojitz will, as main operations, introduce the subject product to customers such as major airlines and travel agencies, negotiate terms and conditions with customers, carry out support activities concerning links to client websites, and perform customer management after receiving orders. Sojitz has already undertaken sales and marketing activities for `CNG Hotels.com' for the Japanese market, and will expand sales through distribution of the hotel program to Web sites run by major airlines and travel agencies, through introduction of the program to leading company intranets, and through distribution to portal sites via web links. (*1) Management of overseas hotels provided by the CNG hotel reservation engine and other engines (approximately 17,000 CNG affiliate hotels and approximately 40,000 other hotels) `CNG Hotels.com' already boasts excellent performance in Europe and the U.S., where it is highly evaluated for the three characteristics shown below. In the US in particular, about 60 percent of the one hundred top-ranking companies employ the service as a hotel reservation tool for overseas travel for occasions such as business trips and sightseeing visits. `CNG Hotels.com' simplifies the troublesome process of making hotel reservations for overseas business trips, and contributes to reductions in overseas travel expenses. 1. Affiliated with about 57,000 prestigious hotels overseas. Direct links to the computer reservation systems of each hotel enables hotel reservations to be made at low prices, which prices cannot be found at any other hotel reservation site. 2. Direct links to the computer reservation systems of each hotel allow customers to make or cancel reservations until the day of arrival. 3. Seamless Internet-based hotel reservations; from hotel selection, reservation, and confirmation to payment (by credit card) enables the performance of hotel reservation operations in an efficient and secure manner. UFJ BANK: Promise Wants Out of Joint Venture -------------------------------------------- Consumer finance firm Promise Co. will end its business partnership with UFJ Bank following its planned capital tie-up with Sumitomo Mitsui Banking Corporation, the Asahi Shimbun reports. Promise will ask UFJ Bank to dispose of its stockholdings in and sales rights to Mobit Co. Limited, a consumer loan company the two firms own jointly, the report said. ========= K O R E A ========= HYNIX SEMICONDUCTOR: KDB Rethinking Stand on China Plant Opening ---------------------------------------------------------------- Korea Development Bank (KDB), one of Hynix Semiconductor Inc.'s creditors, will reconsider Hynix's plan to set up a chip plant in China, Dow Jones reports. The bank had previously opposed the plan because of financing issues. But KDB governor Yoo Ji-Chang now believes that uncertainties have eased, an observation bolstered by STMicroelectronics' interest in jointly investing in the plant. Hynix is just getting back on its feet amid a recovery in the dynamic random access memory (DRAM) chips industry. In the first quarter of 2004, the chipmaker reported a net profit of KRW351.1 billion on revenue of KRW1.3 trillion. KOOKMIN BANK: Excludes Collateral from Corporate Credit Scoring --------------------------------------------------------------- Kookmin Bank on Tuesday said it is excluding collateral items from the credit scoring of corporate loans. According to Asia Pulse, the decision is the first made by any domestic bank. This means that approval of loans will be based only on the capacity of the firm to repay or service the debt. LG CARD: Creditors Considering New Share Issue ---------------------------------------------- Creditors of LG Card Co. may consider issuing new shares to avoid delisting, according to Dow Jones, citing Korea Development Bank (KDB) Governor Yoo Ji-Chang. Mr. Yoo said the credit card firm is expected to post a recurring loss of about one trillion won on an operating profit of about KRW3 trillion for 2004 due to heavy provisioning burden. The card issuer swung to a net loss of KRW5.6 trillion in 2003 from a net profit of KRW350.4 billion the previous year, mainly because of a surge in loan loss provisions. LG CARD: Posts Notice of Address Change --------------------------------------- Please be advised that starting from July 5, 2004, LG Card has changed its corporate address. The new contacts of LG Card Investor Relations is: LG Card Investor Relations 10th Floor, YTN Tower 6-1 Namdaemun-ro 5-ga, Joong-Gu, Seoul, Korea 100-800 Phone: 822-6009-7206 Fax: 822-6009-7983 The company press release is dated 6 July 2004. LG CARD: Bailout Call to Burden Local Banking Sector ---------------------------------------------------- LG Card Co.'s request for additional bailout will negatively impact the banking sector, though creditor banks are unlikely to accept it, the Korea Herald says, citing Samsung Securities Co. The ailing company recently asked for an injection of 1.5 trillion won to improve its financial condition. The request comes just a few months after creditors bailed out the credit card issuer. =============== M A L A Y S I A =============== ACTACORP HOLDINGS: Investigation On PJSD Extended for 45 Days ------------------------------------------------------------- Further to the Company's announcement dated 8 April 2004 and 24 May 2004 relating to the above Proposed Acquisition of PJS Development Sdn Berhad (PJSD), PM Securities Sdn Bhd on behalf of the Board of Directors of Actacrop Holdings Berhad (AHB), announced to Bursa Malaysia Securities Berhad that pursuant to Clause 5.2 of the Share Sale Agreement between Kumpulan Jetson Berhad, PJS Industries Sdn Bhd and AHB dated 7 April 2004, the respective parties to the Share Sale Agreement have agreed that the date for the fulfillment or satisfaction of the condition precedent as set out in Clause 5.1(d) of the Share Sale Agreement relating to the commercial, financial and legal due diligence investigation on PJSD, be extended for another 45 days, commencing 7 July 2004 and expiring 21 August 2004. This announcement is dated 6 July 2004. c.c. Securities Commission Encik Kris Azman Abdullah AKTIF LIFESTYLE: Releases Details on Reconciliation Of Results -------------------------------------------------------------- Aktif Lifestyle Corporation Berhad issued to Bursa Malaysia Securities Berhad Reconciliation on the Deviation of Results and Financial Impact on Qualification by External Auditors on the financial statements ended 29 February 2004. Deviation of Results (a) In accordance with paragraph 9.19 (34) of Chapter 9 of the Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Malaysia), the Board of Directors of Aktif Lifestyle Corporation Berhad wishes to announce that the audited results of the Group deviate from the unaudited results as announced on 30 April 2004. The reconciliation of the deviations thereof is set out below. Description Note Group Unaudited profit after 1 RM,000 taxation and minority interest as previously 2 849 announced Add/ (loss) Write back of accumulated losses of ALS Group Other adjustment 46,577 (38) Audited profit after taxation and minority interest 47,388 (1) This represents accumulated losses of the ALS Group which were written back into the consolidated income statement upon the sale of ALS Group. (2) This relates to year-end adjustments on revenue and accrued expenses. Save and except for the above, there are no other material differences between the audited and the announced unaudited results for the financial year ended 29 February 2004. Financial Impact (b) Further to our earlier announcement dated 1 July 2004 in relation to the audit qualification made by our external auditors, Messrs. Ernst & Young on the audited financial statements for the year ended 29 February 2004, the Board of Directors of the Company wishes to inform that the audit qualification made by the auditors has no financial impact on the income statement and balance sheet of the Group. The difference in the opinion of the auditors and the directors is in detailed itemization of the income statement, wherein there is no difference in the net result. The following are the comparative financial figures (income statement) between the qualification and without qualification presentation in relation to the Group income statement. Group Income Statement Presentation and Itemization Financial Year ended 29 February 2004 With Qualification Without Qualification Description R'000 RM'000 Revenue 1,724 60,576 Cost of sales (707) (36,762) Gross profit 1,017 23,814 Other operating income 770 1,123 Administrative expenses (770) (36,266) Distributive expenses (111) ((2,766) Other operating expenses (95) (276) Profit or (loss) from operation 811 (14,371) Exceptional items 46,577 61,507 Profit or (loss) before taxation 47,388 47,136 Taxation - - Profit or (loss) 47,388 47,136 after taxation Minority interest - 252 Net profit for the year 47,388 47,388 Basic earnings /(loss) per share (sen) 231.40 231.40 BESCORP INDUSTRIES: Issues Update On Corporate Proposals -------------------------------------------------------- Bescorp Industries Berhad disclosed to Bursa Malaysia Securities Berhad an update on the following proposals: - Proposed share split; - Proposed share exchange; - Proposed cash payment; - Proposed capitalization; - Proposed conversion of advances; - Proposed offer for sale; - Proposed transfer of listing; - Proposed exemption; and - Proposed liquidation On behalf of Bescorp, Commerce International Merchant Bankers Berhad (CIMB) wishes to announce that on 26 May 2004, CIMB had on behalf of the Company, submitted an application to Bursa Malaysia Securities Berhad (Bursa Securities) to waive the requirement imposed on the period between the announcement of the books closure and the books closing date in relation to the Proposed Share Exchange from the required twelve (12) clear market days pursuant to Chapter 9.19(1) of Bursa Malaysia Securities Listing Requirements to four (4) clear market days. On behalf of the Company, CIMB also wishes to announce that on 15 June 2004, CIMB had on behalf of WCT Land Berhad (WCTL), a wholly owned subsidiary of WCT Engineering Berhad which will be utilized to implement the Corporate Proposals, submitted an application to Bursa Securities for approval on the following: (i) Admission to the Official List of Bursa Securities and the listing of and quotation for the entire issued and paid-up share capital of WCTL comprising 321,900,004 ordinary shares of RM0.50 each in WCTL (WCTL Shares) on the Main Board of Bursa Securities in place of BIB which will be delisted pursuant to the Proposed Transfer of Listing; (ii) Admission to the Official List of Bursa Securities and the listing of and quotation for RM120,000,000 nominal value of 5- year 3 percent convertible redeemable debt securities (CRDS) A of WCTL (WCTL CRDS A) on the Main Board of Bursa Securities; (iii) Listing and quotation of up to 240,000,000 new WCTL Shares to be issued pursuant to the conversion of the WCTL CRDS A; and (iv) Listing and quotation of up to 24,000,000 new WCTL Shares to be issued pursuant to the conversion of RM12,000,000 nominal value of WCTL CRDS B, Hereinafter collectively referred to as the "Initial Listing Applications". On behalf of the Company, CIMB is pleased to announce that Bursa Securities had vide its letters dated 5 July 2004 approved the Waiver and approved in-principle the Initial Listing Applications, respectively. This announcement is dated 6 July 2004. BINA PURI: BMSB To Grant Listing Of 9,000 Ordinary Shares --------------------------------------------------------- Bina Puri Holdings Berhad's additional 9,000 new ordinary shares of RM1.00 each issued pursuant to the Employees Share Option Scheme will be granted listing and quotation by Bursa Malaysia Securities Berhad (BMSB) effective 9:00 a.m., Friday, 9 July 2004. BOUSTEAD HOLDINGS: Issues 21,000 New Ordinary Shares ---------------------------------------------------- Bursa Malaysia Securities Berhad has granted the listing and quotation of Boustead Holdings Berhad's additional 21,000 new ordinary shares of RM0.50 each issued pursuant to the Employees' Share Option Scheme effective 9:00 a.m., Friday, 2 July 2004. Contact: Boustead Holdings Berhad 18th Floor, Menara Boustead, 69 Jalan Raja Chulan, 50200 Kuala Lumpur Telephone: 03-2141 9044 Fax: 03-21430075 Website: http://www.boustead.com.my GULA PERAK: Issues Additional 27,000 New Ordinary Shares -------------------------------------------------------- Kindly be advised that Gula Perak Berhad's additional 27,000 new ordinary shares of RM1.00 each issued pursuant to the conversion of 27,000 irredeemable convertible secured loan stocks into 27,000 new ordinary shares will be granted listing and quotation by Bursa Malaysia Securities Berhad effective 9:00 a.m., Thursday, 8 July 2004. Contact: Gula Perak Berhad Level 7, Dynasty Hotel Kuala Lumpur 218, Jln Ipoh, 51200 Kuala Lumpur Telephone: 03-4044 2828 Fax: 03-4044 6688 HAP SENG: BMSB To Grant Listing Of Additional 25,000 Shares ----------------------------------------------------------- Bursa Malaysia Securities Berhad (BMSB) grants listing and quotation of Hap Seng Consolidated Berhad's additional 25,000 new ordinary shares of RM1.00 each issued pursuant to the Employees' Share Option Scheme effective 9:00 a.m., Thursday, 8 July 2004. Contact: Hap Seng Consolidated Berhad No. 1A, Jalan 205 46050 Petaling Jaya Selangor Telephone: 03-7783 9888 Fax: 03-7781 6305 INNOVEST BERHAD: Submits Written Presentation Re De-listing ----------------------------------------------------------- Innovest Berhad issued to Bursa Malaysia Securities Berhad a Notice to show cause on de-listing of securities. The company refers to the announcements made on 23 June 2004 and 1 July 2004. The Board of Directors of Innovest wishes to announce that the Company has on 6 July 2004 submitted a written representation to Bursa Malaysia Securities Berhad (Bursa Malaysia) on why its securities should not be removed from the Official List of Bursa Malaysia. Contact: Innovest Holdings Berhad Suite 9B.2, Level 9B Wisma E & C No. 2 Lorong Dungun Kiri Damansara Heights 50490 Kuala Lumpur Telephone: 03-2533373 Fax: 03-2543733 LONG HUAT: 2-Month Extension Of Restructuring Completion Granted ---------------------------------------------------------------- Long Huat Group Berhad refers to the announcement dated 22 July 2003 on the approval letter from the Securities Commission (SC) dated 14 July 2003 in relation to the Restructuring Scheme. Southern Investment Bank Berhad (SIBB) had on 24 June 2004 and 1 July 2004, made applications to the SC for an extension of time of two (2) months from 13 July 2004 to 12 September 2004 to complete the Restructuring Scheme. On behalf of the LHGB Board of Directors, SIBB wishes to announce that the SC had, via its letter dated 2 July 2004, which was received on 5 July 2004, approved the said extension of time. This announcement is dated 6 July 2004. MALAYSIA BUILDING: Details Property Disposal -------------------------------------------- Malaysia Building Society Berhad released to Bursa Malaysia Securities Berhad the details of its property disposal. (1) INTRODUCTION The Board of Directors of Malaysia Building Society Berhad (MBSB) is pleased to announce that MBSB has entered into a Sale and Purchase Agreement with Pesona Heights Sdn Bhd (the Purchaser) to dispose of a piece of vacant land measuring approximately 5.006 acres in area held under Lot No. 46, Geran 47093 Bandar Tanjung Bungah, Daerah Timur Laut Pulau Pinang (the Property). (2) DETAILS OF THE DISPOSAL Pricing basis The aggregate value of the consideration is RM40,500,000.00. The sale consideration was arrived at through negotiations on a willing buyer-willing seller basis after taking into consideration the location and the present state of the property. The net book value of the property as per MBSB's latest audited accounts as at December 2003 was RM 33,600,000. Details of the Purchaser Pesona Heights Sdn Bhd (Company No. 638564-U) is a company incorporated in Malaysia having its business address at 36th Floor, Menara Gurney, 18, Persiaran Gurney, 10250 Pulau Pinang. The activity of the company is property development. (3) RATIONALE FOR THE DISPOSAL The disposal is in line with MBSB's overall objective of disposing some of its non-strategis asset. (4) UTILIZATION OF PROCEEDS The total proceeds from the disposal of property will be utilized for working capital and/or repayment of borrowings. (5) EFFECT OF DISPOSAL Share capital and substantial shareholders' shareholdings There will be no impact on MBSB's share capital and substantial shareholders' shareholdings and there were no liabilities to be assumed arising from the above transaction. Earnings The sale of the Property is expected to result in a gain on disposal to MBSB of approximately RM 6,900,000 for the financial year ending 31 December 2004. The earnings per share of the Group for the financial year ending 31 December 2004 is estimated to increase by 2.04 sen as the result of the disposal. NTA There is no material impact on the net tangible assets per share of the Group. (6) CONDITION OF THE DISPOSAL The disposal is subject to approval being obtained from the Foreign Investment Committee (7) SALE & PURCHASE AGREEMENT The salient terms of the said Agreement are as follows: The Property shall be purchased free from all liens claims and encumbrances together with possession subject however to the conditions and restrictions of title at the purchase price of RM40,500,000.00 upon the terms and condition contained therein. The Purchaser has paid earnest deposit amounting to RM450,000.00 and the balance deposit of RM3,600,000.00 upon execution of the Sale & Purchase Agreement. The balance purchase price of RM 36,450,000.00 shall be paid within three months from the date of the Agreement (completion period) or as the case may be, at an extended completion date which is four months from the date of expiry of the completion period subject to interest at the rate of 8% p.a. calculated on a daily basis charged on all outstanding amounts due until the date of full payment of the balance purchase price. Barring any unforseen circumstances the time frame for the completion of the above transaction is approximately 7 months from the date of the Sale and Purchase agreement. (8) DIRECTORS AND MAJOR SHAREHOLDERS' INTEREST Save as disclosed above, none of the Directors or major shareholders of MBSB or persons connected to them have any interest, direct or indirect in the disposal of the Property. The Board also wishes to announce that in their opinion, the transaction is in the best interest of the Company. (9) STATEMENT IN RESPECT OF SC'S GUIDELINES AND OFFER OF SECURITIES The transaction does not involve any issuance or offer of securities. Hence it has not departed from the Commission's Policies and Guidelines on Issue/Offer of Securities. MENTAKAB RUBBER: Updates Practice Note 10/2001 ---------------------------------------------- Pursuant to the letter from Bursa Malaysia Securities Berhad dated July 5, 2004, Mentakab Rubber Co. (Malaya) Berhad announced that it has achieved an adequate level of operations pursuant to Practice Note 10/2001 (PN10) and no longer triggers any of the criteria under Paragraph 2.0 of PN10. NYLEX BERHAD: Director Intends To Deal During Closed Period ----------------------------------------------------------- Nylex (Malaysia) Berhad disclosed to Bursa Malaysia Securities Berhad its Intention To Deal In Securities By Directors Dato' Siew Ka Wei has requested Nylex to inform Bursa Securities that he intends to deal in the securities of the Company during the Closed Period. Dato' Siew Ka Wei currently has an indirect shareholding of 58,293,986 ordinary shares of RM1.00 each representing 51.94% of the total paid up of the Company. This announcement is dated 6 July 2004 Contact: Nylex (Malaysia) Berhad 602, 6th Floor, Block A Phileo Damansara 1 No. 9 Jalan 16/11 46350 Petaling Jaya Selangor Darul Ehsan Telephone: 03-76600008 Fax: 03-76601151 Website: http://www.nylex.com PANGLOBAL BERHAD: Issues Update On Profit Guarantee --------------------------------------------------- Further to the announcement made to Bursa Malaysia Securities Berhad by PanGlobal Berhad (PGB) on 20th April 2004 in respect of the Proposed Settlement of the shortfall in Profit Guarantee by the Vendors [arising from the acquisition of Limbang Trading (Limbang) Sdn Bhd and Global Minerals (Sarawak) Sdn Bhd], PGB entered into a conditional Profit Guarantee Settlement Agreement with the latter. One of the conditions precedent of the said Profit Guarantee Settlement Agreement was the approval of the Securities Commission. PGB submitted an application to the Securities Commission on 12th May 2004 in respect of the same. The Securities Commission (SC) via its letter dated 29th June 2004 rejected the said proposed settlement of the shortfall in the Profit Guarantee as contained in the conditional Profit Guarantee Settlement Agreement. This announcement is dated 7th July 2004 PRINSIPTEK CORPORATION: Issues Additional 2,400,000 New Shares -------------------------------------------------------------- Kindly be advised that Prinsiptek Corp. Berhad's additional 2,400,000 new ordinary shares of RM0.50 each issued pursuant to conversion of RM2,400,000 nominal value of irredeemable convertible unsecured loan stocks 2003/2006 into 2,400,000 new ordinary shares will be granted listing and quotation by Bursa Malaysia Securities Berhad effective 9:00 a.m., Thursday, 8 July 2004. SATERAS RESOURCES: Amends Winding-Up Announcement ------------------------------------------------- Sateras Resources (Malaysia) Berhad issued to Bursa Malaysia Securities Berhad this amended announcement under the heading "Details of default or circumstances leading to the filing of the winding up petition against DSSB" dated 2nd July 2004 should read as: The petition was filed by Kerajaan Malaysia due to default in payment of RM1,897,780.51 instead of RM1,897,7890.51 SUNWAY CITY: Issues Additional 18,000 New Ordinary Shares --------------------------------------------------------- Sunway City Berhad's additional 18,000 new ordinary shares of RM1.00 each issued pursuant to the Employees' Share Option Scheme will be granted listing and quotation by Bursa Malaysia Securities Berhad effective 9:00 a.m., Thursday, 8 July 2004. SUNWAY HOLDINGS: BMSB To Grant Listing of 15,000 Shares ------------------------------------------------------- Bursa Malaysia Securities Berhad (BMSB) grants the listing and quotations of Sunway Holdings Inc. Berhad's additional 15,000 new ordinary shares of RM1.00 each issued pursuant to the Employees' Share Option Scheme effective 9:00 a.m., Thursday, 8 July 2004. TANJONG PUBLIC: Issues Additional 303,000 Ordinary Shares --------------------------------------------------------- Kindly be advised that Tanjong Public Ltd. Co.'s additional 303,000 new ordinary shares of 7.5 pence each issued pursuant to the Employees' Share Option Scheme will be granted listing and quotation by Bursa Malaysia Securities Berhad effective 9:00 a.m., Thursday, 8 July 2004. Contact: Tanjong Public Limited Co. Principal Office in Malaysia Level 30, Menara Maxis Kuala Lumpur City Centre 50088 Kuala Lumpur Telephone: 03-23813388 Fax: 03-23813399 WAH SEONG: Acquires Entire Issued and Paid Up Capital Of TOT ------------------------------------------------------------ The Board of Directors of Wah Seong Corporation Berhad (WSC) announced to Bursa Malaysia Securities Berhad that it has on 6th July 2004 acquired the entire issued and paid-up share capital of RM2.00 in Total Oil Technologies Sdn Bhd (525996-H) (TOT), a company incorporated in Malaysia, at a purchase consideration of RM2.00 only. TOT was incorporated on 13 September 2000. The authorized share capital of TOT is RM100,000.00 comprising of 100,000 ordinary shares of RM1.00 each. TOT is presently a dormant company. None of the Directors, substantial shareholders and persons connected with Directors and substantial shareholders of WSC has any interest, whether direct or indirect in the above said acquisition. Yours faithfully WAH SEONG CORPORATION BERHAD Chan Cheu Leong Managing Director ===================== P H I L I P P I N E S ===================== BACNOTAN CONSOLIDATED: Unveils Result of Board Meeting ------------------------------------------------------ In a disclosure to the Philippine Stock Exchange, the Board of Directors of Bacnotan Consolidated Corp. at their regular meeting held on July 5, 2004, approved and issued resolutions to sell to Cemco Holdings Inc. Two Hundred Six Million Three Hundred Thirty Thousand Seven Hundred (206,330,700) shares of stock of Union Cement Holdings Corp. (UCHC) owned by the Corp., for the total purchase price of Eighty Nine Million Three Hundred Eighty Three Thousand Eight Hundred Eight United States Dollars (US$89,383,808.00), under such other terms and conditions as the Corporation's Chairman and President, Mr. Oscar J. Hilado and Mr. Ramon R. del Rosario, Jr. may determine to be in the best interest of the Corporation. The transaction is expected to close by August 12, 2004. On July 5, 2004, the Board of Directors of Atlas Cement Corp. (ACC), a subsidiary of the company, also approved the sale to Cemco Corp. Holdings Inc. of Five Hundred Fifty Five Thousand Two Hundred Seventy Six United Sales Dollars (US$124,555,276.00). The Board of Directors of the Corp. also approved a resolution to declare special cash dividends of PhP9.00 per share to shareholders of record as of September 15, 2004, payable on or before September 30, 2004. The Board further approved a plan to pay additional special cash dividends totaling PhP9.00 per share on or before March 31, 2005 from out of such unrestricted retained earnings as may result from the sale of the UCHC shares of stock. Contact: Bacnotan Consolidated Industries nd Phinma Plaza-Level 12 39 Plaza Drive, Rockwell Center Makati City 1200 Telephone Number: 870-0100 Fax Number: 870-0456 Email Address: rapandrada@phinma.com.ph NATIONAL POWER: PSALM Raising US$250 Mln Via Private Placement -------------------------------------------------------------- National Power Corp. (Napocor) needs US$250 million by the end of this month to finance its operating expenses and pay off maturing debts, according to the Philippine Star. "We are trying to raise more funds as soon as possible. Normally we do it bit by bit but the bigger the better. We plan to do a private placement may be by the end of July," the Philippine Star quoted Gerard Lotilla, who heads the risk management and treasury division of Power Sector Assets and Liabilities Management Corp. (PSALM). Mr. Lotilla said the private placement had to be postponed after investors opted to wait for the results of the May elections. Napocor's financing requirements for 2004 is US$1.5 billion. Since PSALM was only able to raise half of this amount through direct loan and bond offering, it has to raise another US$750 million before the year ends. Mr. Lotilla said they are deliberating whether to borrow the US$750 million directly or ask the government through the Department of Finance to do it. The government guarantees all of PSALM's loans. Under the Electric Power Industry Reform Act of 2001, PSALM is mandated to handle the finances and the privatization of Napocor's transmission and generation assets. NEGROS NAVIGATION: Issues Clarification To News Article ------------------------------------------------------- Negros Navigation Co. (Nenaco) submits to the Philippine Stock Exchange a clarification of the news article entitled "Ship sale to cause loss" published in the July 5, 2004 issue of the Manila Times (Internet Edition). The article reported that: "Negros Navigation Co. and creditor Pilipinal Shell Petroleum Corp. stand to lose a total of PhP333.27 million if the court orders the immediate sale of the M/V St. Ezekiel Moreno. On June 8 the oil firm submitted to the Manila Regional Trial Court a petition to immediately sell the Nenaco-owned ship, and to place in escrow the proceeds of the sale in favor of the oil Company. In a six-page motion, the debt-saddled shipping firm urged the court to dismiss the petition for the immediate sale of the vessel, saying it would result in losses for both Nenaco and Shell. "The sale of the M/V St. Ezekiel Moreno will not put creditor Shell in a better position or give it adequate protection over the property securing its claims because the proceeds of the sale would only amount to PhP18 million as evidenced by the offer to purchase of Jensen Shipping Corp. Nenaco also said the audited net book value of the shipping vessel, as of May 2004 is PhP353.27 million. The shipping firm also opposed creditor Shell's claims that the vessel is not part of its rehabilitation plan. Nenaco said in its petition that its goal is to generate funds for the upkeep of all shipping vessels, including the M/V St. Ezikiel Moreno. Selling the vessel however, would reduce cash flow needed to rehabilitate Nenaco as payment of obligations is mainly dependent on the operation of the company's shipping vessels. Nenaco said repairs on the vessel to make it operational would total PhP30.88 million, an amount the company is currently trying to raise." The shipping company projected that a fully operational M/V St. Ezikiel Moreno would earn an annual gross income of PhP248.75 million, annual vessel operating income of PhP48.61 million and earnings before interest, tax, depreciation and amortization of PhP72.21 million. From this, the company in its motion said it would be unwise to sell the M/V St. Ezikiel Moreno as it will be instrumental in the rehabilitation of the petitioner." Negros Navigation in its letter to the Exchange dated July 5, 2004 stated that: "The above-mentioned article was lifted from the arguments raised by Pilipinas Shell Petroleum Corp.(PSPC) in its Urgent Motion for Sale of Mortgaged Property and Placing of Proceeds in Escrow, dated June 8, 2004 and the arguments the company raised in Comment/Opposition, dated June 22, 2004, to the said urgent motion of PSPC, which were both filed with the Regional Trial Court of Manila, Branch 46." Contact: Negros Navigation Co. Inc. Pier II, North Harbor Tondo, Manila Telephone Number: 245-5588 Fax Number: 245-0780 (Telefax) Email Address: nnwebmaster@surfshop.net.ph Website: http://www.nenaco.com.ph PHILIPPINE BANK: Issues Changes In Articles Of Incorporation ------------------------------------------------------------ With reference to Circular for Brokers No. 686-2004 dated February 11, 2004, pertaining to the approval by the stockholders of Philippine Bank of Communications (PBC) of the amendment to its Articles of Incorporation and By-Laws increasing the number of directors from twelve (12) to fifteen (15). In relation thereto, the Bank provided the Philippine Stock Exchange copies of: (1) SEC Certificate of Filing of Amended Articles of Incorporation dated June 29, 2004 approving the amendment thereof, increasing the number of directors from 12 to 15; and (2) SEC Certificate of Filing of the Amended By-Laws dated June 29, 2004 approving the amendment thereof deleting the number 12 indicating the number of directors, so that the number of directors shall be deemed the number indicated in the Amended Articles of Incorporation. Contact: Philippine Bank of Communications PBCom Tower, 6795 Ayala Ave. Cor. Herrera St., 1226 Makati City Telephone Number: 830-7000 (TL) Fax Number: 818-2576 (Telefax) Email Address: info@pbcom.com.ph Website: http://www.pbcom.com.ph SEMIRARA MINING: Submits Details of Equity Restructuring -------------------------------------------------------- With reference to Circular for Brokers No. 2692-2004 dated June 16, 2004, pertaining to the indefinite trading suspension of Semirara Mining Corp. relative to its proposed equity restructuring. Please be informed that the Company in its letter dated July 6, 2004, stated that: "Please be advised that the Securities and Exchange Commission has approved the equity restructuring of Semirara Mining Corporation: (1) Decrease of Authorized Capital Stock Present Decrease Balance/Total Authorized PhP1,662,200.00 PhP1,640,829,552.00 PhP21,370,448.00 Capital (common) (common) (common) Stock PhP150,000,000.00 PhP150,000,000.00 (preferred) (preferred) Subscribed PhP1,631,195,532.00 PhP1,652,852,920.00 PhP5,342,612 and paid (common) (common) (common) capital stock Common Shares with a par value of PhP1.00 per share and preferred shares with a par value of PhP10,000.00 per share. (2) Increase in Authorized Capital Stock Present Increase Total Authorized PhP21,370,448.00 PhP78,629,552.00 PhP100,000,000.00 Capital (common) (common) (common) Stock Subscribed PhP5,342,612.00 PhP19,657,388.00 PhP25,000,000.00 and paid (common) (common) (common) in Capital Stock Common shares with a par value of PhP1.00 per share. Further to our letter dated June 15, 2004, the company requests that the PSE lift, at the soonest possible time, the suspension on the trading of the Corporation's securities at the PSE." However, the trading of SCC shares shall remain suspended pending approval of the Philippine Stock Exchange of the reduction in the number of listed common shares and the delisting of the 15,000 preferred shares (SCCP) pursuant to its Restructuring. Further, with respect to the 19,657,388 common shares to be issued to DMCI-HI out of the increase in the authorized capital stock of the company from PhP21,370,448.00 to PhP100,000,000.00, the said transaction may be subject to the Revised Rule on Additional Listing of Shares. The company shall inform the Trading Participant and the investing public of further developments on the aforementioned matters. ================= S I N G A P O R E ================= ECON INTERNATIONAL: Sells Econ Corporation Shares ------------------------------------------------- Econ International Limited (EIL) had, on 1 July 2004, entered into a conditional agreement to sell all its shares (representing 100% of the shares) in Econ Corporation Limited (ECL) to Mr. Toh Kok Swee for a consideration of $1.00. The sale is conditional upon, amongst other things, the Judicial Manager of ECL (ECL JM) obtaining approval from ECL's creditors and the High Court for a scheme of arrangement to be proposed by the ECL JM (the ECL Scheme) by December 31, 2004. Completion of the sale of ECL shall take place within one month of the ECL JM obtaining such approval for the ECL Scheme. The Purchaser has agreed to pay the ECL JM $350,000; the first tranche of $50,000 has been paid to the ECL JM and the remaining sum of $300,000 shall be paid when the High Court sanctions the proposed ECL Scheme. The ECL JM had previously petitioned the High Court to place ECL in liquidation. In view of the above sale, the ECL JM had requested and the High Court had agreed to adjourn the hearing of the petition for the liquidation of ECL until such time the ECL Scheme could be presented to its creditors at a creditors' meeting to be held on September 30, 2004. EIL had made full provisions in its accounts for the value of its equity investment in ECL as well as for the amount owing by ECL. Other than the possibility of a higher level of distribution from the ECL JM for the amount owing by ECL to EIL, the above transaction will have no material impact on EIL. None of the Directors or substantial shareholders of EIL has any interests, direct or indirect, in the transaction. By Order of the Board Submitted by Lee Mee Kium, Senior Manager on July 7, 2004 to the Singapore Stock Exchange. ESTMACH PRIVATE: Creditors Must Submit Claims on August 2 --------------------------------------------------------- The creditors of Estmach Private Limited, which is being wound up voluntarily, are required on or before August 2, 2004 to send in their names and addresses and particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the undersigned Liquidators of the said Company. If required by notice in writing by the said Liquidators, they are to come personally or by their solicitors and prove their debts or claims at such time and place as shall be specified in such notice. In default thereof they will be excluded from the benefit of any distribution made before such debts are proved. CHEE YOH CHUANG LIM LEE MENG Liquidators. 18 Cross Street #08-01 Marsh & McLennan Centre Singapore 048423. This Singapore Government Gazette announcement is dated July 2, 2004. FALMAC LIMITED: Undergoes Restructuring --------------------------------------- The Directors of Falmac Limited are pleased to announce that pursuant to the memorandum of understanding signed on May 25, 2004 with the Sino Equity Group Limited (Sino Equity) and Mr Ho Liong Fen, the current controlling shareholder of the Company, the Company has on July 6, 2004 entered into the following definitive agreements in relation to the restructuring of the Company: (1) Restructuring Deed (the Restructuring Deed) with Mr Ho Liong Fen, Falmac Investment Holdings Pte Ltd, and the creditor banks Creditor of the Company; (2) Shareholder's Loan Agreement with Sino Equity (the Shareholder's Loan Agreement); and (3) Strategic Subscription Agreement with Sino Equity (the Strategic Subscription Agreement). Sino Equity is the investment vehicle of the controlling shareholders of the JiangSu JianWei Group, a diversified private PRC conglomerate whose businesses include construction and building material, environmental engineering, rubber products, branded processed food and cold storage, and commercial real estate. We understand that the JiangSu JianWei Group has over 3500 employees, and generates over RMB1.3 billion in annual turnover and RMB100 million in net profits. Principal Terms of the Restructuring (a) Under the Strategic Subscription Agreement, Sino Equity will invest S$1.7 million in the Company by subscribing for the new shares (the Strategic Shares) in the capital of the Company amounting to 29% of the enlarged issued share capital of the Company (such enlarged issued share capital calculated on the basis of after the issue of the Strategic Shares, the Capitalisation Shares (as defined hereunder) and the Salary Shares (if any, and as defined hereunder). Of the S$1.7 million, S$300,000 will be payable to the Company as a deposit within 3 business days from the date of the Strategic Subscription Agreement, and the balance S$1.4 million (the Balance Subscription Monies) will be paid to an escrow agent, to be released by the escrow agent to the Company upon completion of the strategic subscription and thereafter applied by the Company in accordance with the terms of the Restructuring Deed on the Effective Date (as defined hereunder). Sino Equity has undertaken not to dispose of the Strategic Shares for a period of three years, such undertaking may end earlier if the Company fully repays the Restructured Loan before end of the three-year period. At completion of the strategic subscription, the current Directors of the Company are to resign (to be on or before the Effective Date (as defined hereunder) and the Board of Directors are to appoint a minimum of three and a maximum of four persons nominated by Sino Equity as Directors of the Company with effect from the Effective Date (subject to their respective written consents to act as Directors). (b) Under the Shareholder's Loan Agreement, Sino Equity will provide the Company with a shareholder's loan amounting to an aggregate of S$2.6 million (the Shareholder's Loan) on the terms set out in the Shareholder's Loan Agreement. The Shareholder's Loan is subordinated to the Restructured Loan (as defined hereunder). SGD600,000 (the Shareholder's Loan First Tranche) will be deposited by Sino Equity with an escrow agent, to be released by the escrow agent to the Company on completion of the Restructuring (the Effective Date) and thereafter applied by the Company in accordance with the terms of the Restructuring Deed, and the Renminbi equivalent of SGD2.0 million will be disbursed to the Company within 30 days of the Effective Date. (c) Under the Restructuring Deed: (i) The Creditor Banks will convert their respective remaining outstandings (after deducting the Escrow Amount (as defined hereunder), the Requisite Amount (as defined hereunder) and the Restructured Loan (as defined hereunder) of approximately SGD10 million owed by the Company to them into shares of the Company at an issue price of SGD0.311 per share, such shares (Capitalization Shares) amounting to approximately 21.27% of the enlarged issued share capital of the Company, such enlarged issued share capital calculated on the basis of after the issue of the Strategic Shares, the Capitalization Shares and the Salary Shares (if any, and as defined hereunder). The Creditor Banks have undertaken not to dispose of any of the Capitalization Shares for a period of six months from the Effective Date, and not to dispose more than 25% of the Capitalization Shares for a period of 12 months thereafter. (ii) The Creditor Banks will restructure the repayment obligations of the Company in respect of S$3,900,000 of the aggregate outstandings owing to the Creditor Banks over a 3-year period (the SGD3,900,000 outstandings as restructured shall be referred hereafter as the Restructured Loan). (iii) The Company undertakes to dispose of its fixed assets in Singapore including property, machinery, miscellaneous assets and inventory, and pay all proceeds thereof (the Requisite Amount) to the Creditor Banks to reduce the aggregate outstanding loans owing by the Company to the Creditor Banks. (iv) The Company undertakes to pay the Balance Subscription Monies and the Shareholder's Loan First Tranche amounting to SGD2.0 million (the Escrow Amount) to the Creditor Banks on Effective Date to reduce the aggregate outstanding loans owing by the Company to the Creditor Banks. (v) As security for the Restructured Loan, the Company has agreed to: (aa) execute a debenture in favor of the security agent of the Creditor Banks, creating a fixed and floating charge over all the assets of the Company; (bb) create a first fixed charge over all the Company's shares in Falmac Manchinery (Tianjin) Limited and Falmac Textile (Tianjin) Limited in favor of the Creditor Banks. In addition, Mr Ho Liong Fen will be executing a revised personal guarantee in support of the Restructured Loan. (vi) Mr Ho Liong Fen has undertaken to enter into a shareholder's loan agreement (Ho's Loan Agreement) with the Company, under which he will extend a loan of approximately SGD400,000 (the Ho Loan) to the Company. 50% of the Ho Loan will be applied by the Company for prepayment of the Restructured Loan on the Effective Date, and the balance of the Ho Loan will be for the purposes of the general corporate and working capital requirements of the Company. The Ho Loan will be subordinated to the Restructured Loan. (viii) In consideration of the Creditor Banks entering into the Restructuring Deed, Falmac Investment Holdings Pte Ltd (Mr Ho Liong Fen's personal investment holding company) agreed to transfer 24,447,846 shares (the Transfer Shares) in the capital of the Company to the Creditor Banks. The Creditor Banks have agreed to grant Mr Ho Liong Fen options to buy the Transfer Shares in accordance with the terms of a transfer shares call option deed to be entered between the Creditor Banks and Mr Ho Liong Fen. (d) Sino Equity will, subject to the terms and conditions of the Strategic Subscription Agreement, enter into a conversion shares put and call option deed (the Conversion Shares Put and Call Option Deed) in respect of the Capitalization Shares (as purchaser of the said shares) with the Creditor Banks (as sellers of the said shares). (e) The Company may settle back salaries and fees owing to its employees and directors by a combination of cash and the issue of approximately up to 2,572,347 new shares in the capital of the Company (the Salary Shares) them. (f) The MOU also provides that Mr Ho Liong Fen will enter into a 3-year management agreement with the Company, on terms to be negotiated between the Company and Mr Ho Liong Fen subject to the prior approval of Sino Equity and the Creditor Banks. Conditions Precedent The Restructuring shall be subject to, inter alia, the following conditions precedent being fulfilled, satisfied or effected and in the manner set out below: (a) An offer information statement (if necessary) which complies as to form and content with Section 277 of the Singapore Securities and Futures Act (Cap. 289) being lodged with and accepted by the Monetary Authority of Singapore and the Singapore Exchange Securities Trading Limited (the SGX-ST); (b) the approval in-principle of the SGX-ST being obtained for: (i) the issue of the Strategic Shares and the listing and quotation on the SGX-ST of the Strategic Shares upon their issue and allotment; and (ii) the listing and quotation on the SGX-ST of the Capitalization Shares upon their issue and allotment, and where such approval is subject to any conditions (other than moratorium provided however that the period of such moratorium does not exceed 3 years) to the extent applicable to the Strategic Shares, that such conditions (other than moratorium provided however that the period of such moratorium does not exceed 3 years) are acceptable to the Company and to Sino Equity; (c) the approval of the Company's shareholders in general meeting being obtained for: (i) the Restructuring; (ii) the issue of the Strategic Shares and the allotment and issue of the Strategic Shares in favor of Sino Equity or its nominee or its concerted parties; and (iii) the allotment and issue of the Capitalization Shares in favor of the Creditor Banks (in an agreed proportion) or to a nominee of the Creditor Banks; (d) Sino Equity being satisfied upon the completion of a due diligence review by Sino Equity on the Company, such review to be completed within 7 days of the date hereof; (e) the completion of the capital reduction exercise (the Capital Reduction Exercise) to reduce the par value of each ordinary share of the Company from SGD0.20 to S$0.01; and (f) confirmation from the Securities Industry Council (the SIC) that the issue and allotment of the Strategic Shares and the Capitalization Shares will not trigger a mandatory offer obligation under Rule 14 of the Singapore Code on Take-Overs and Mergers (the Code), or evidence satisfactory to Sino Equity of the Company having obtained a whitewash waiver (in accordance with the provisions of the Code) from the Company's independent shareholders in general meeting. Completion Completion of the Restructuring is expected to take place after all the conditions precedent have been fulfilled, and in any case, no later than 1 November 2004, and shall be contemporaneous with the completion of the Strategic Subscription Agreement, the Shareholder's Loan Agreement and the Ho's Loan Agreement. Circular To Shareholders A circular containing further details of the Restructuring and enclosing a notice of Extraordinary General Meeting in connection therewith will be dispatched to Shareholders in due course. In addition, a circular containing the details of the Capital Reduction Exercise and enclosing a notice of Extraordinary General Meeting in connection therewith will also be dispatched to Shareholders in due course. Interests Of Directors And Controlling Shareholders None of the Directors of the Company, save for Mr Ho Liong Fen (who is the Executive Chairman) and Madam Theresia Indrawirawan (who is a non-executive Director and the wife of Mr Ho Liong Fen), has any direct or indirect interest in the above transaction apart from their shareholdings in the Company. The Directors are not aware of any controlling shareholders, save for Mr Ho Liong Fen and Madam Theresia Indrawirawan, having any direct or indirect interest in the above transaction and have not received any notification of interest in the transaction from any controlling shareholders. Caution To Be Exercised On The Trading Of Shares It should be noted that the Restructuring is subject to certain conditions precedent being fulfilled or satisfied including the approval, consent and/or waiver of various government authority in Singapore such as the SGX-ST, the SIC and any other applicable laws and regulations in Singapore. Such approvals, consents and/or waivers are beyond the control of the parties and there is no assurance that all such approvals, consents and/or waivers will be granted by the relevant authorities or that all other conditions precedent will be fulfilled or satisfied. Accordingly, Shareholders of the Company are advised by the Directors to exercise caution in their dealings in the shares of the Company as the Restructuring may or may not materialize. Further announcements will be made by the Company as and when appropriate. By Order of the Board Submitted by Freddy Hanafi and Ho Liong Fen, Director on July 7, 2004 to the Singapore Stock Exchange. INFORMATICS HOLDINGS: Oei, Tan Work out Win-win Solution -------------------------------------------------------- The tussle for control of scandal-hit Informatics Holdings Limited has been averted. According to Dow Jones Newswire, Indonesian-born Oei Hong Leong has agreed to drop a plan to buy 62.7 million new shares at 25 Singapore cents apiece. Malaysian tycoon Vincent Tan had strongly opposed this stock placement plan and was poised for a showdown with Mr. Oei at the company's next general meeting. On Tuesday, however, the two agreed over dinner to replace the share placement with a one-to- four rights issue at 25 cents a share. Mr. Oei, who currently holds 8.3% of Informatics, would have become the second largest shareholder in the company next to Mr. Tan with 23.1%, had the share placement materialized. Mr. Tan owns 28.1 of Informatics. Informatics founder and chairman Wong Tai, who holds 23.2%, and former chief executive Ong Boon Kheng will sell off their rights entitlement to Mr. Oei, giving the latter a minimum of 13.7% stake. LHT HOLDINGS: Company Secretary Resigns --------------------------------------- The Board of Directors of LHT Holdings Limited wishes to announce that Ms Yvonne Choo has resigned as Company Secretary of the Company effective July 1, 2004. Mr William Tan Tew Hian and Ms Sally Yap Mei Yen remain as Secretaries. Neo Koon Boo, Managing Director, submitted this announcement to the Singapore Stock Exchange on July 6, 2004. LIPTON PRIVATE: Creditors Must Prove Debts on August 2 ------------------------------------------------------ The creditors of Lipton (Far East) Pte Ltd., which is being wound up voluntarily, are required on or before August 2, 2004 to send in their names and addresses and particulars of their debts or claims, and the names and addresses of their solicitors (if any) to the undersigned Liquidators of the said Company. If required by notice in writing by the said Liquidators, they are to come personally or by their solicitors and prove their debts or claims at such time and place as shall be specified in such notice. In default thereof they will be excluded from the benefit of any distribution made before such debts are proved. CHEE YOH CHUANG LIM LEE MENG Liquidators. 18 Cross Street #08-01 Marsh & McLennan Centre Singapore 048423. This Singapore Government Gazette announcement is dated July 2, 2004. MARLEX MARKETING: Winding Up Order Made --------------------------------------- In the matter of Marlex Marketing Pte Ltd. (Under Judicial Management), a Winding Up Order made on June 11, 2004. Name and address of Liquidator: Mr David Kung Seah Lim c/o Kung Seah Lim Consultancy Pte Ltd 336 Smith Street #05-310 New Bridge Centre Singapore 050336. Messrs DAVID LIM & PARTNERS Solicitors for the Petitioner. This Singapore Government Gazette announcement is dated June 29, 2004. =============== T H A I L A N D =============== THAI PETROCHEMICAL: Debt Administrators Pushing New Plan -------------------------------------------------------- Thai Petrochemical Industry PCL's debt-administrator has taken aggressive steps to force founder Prachai Leophairatana to endorse the new plan, the Nation reports. "Under the latest plan we have options which also benefit Mr. Prachai. If he remains recalcitrant, he risks losing everything, including his interest in sister company TPI Polene Plc [TPIPL]," said General Mongkhol Ampornpisit, chairman of the five-member administrator committee. The plan also frees Mr. Prachai from a personal guarantee on a THB60 billion loan to TPI if he lends his full support to the new strategic partner, which would lead to the smooth implementation of the new plan. Mr. Prachai will also be able to buy back his stake, pending his negotiations with Finance Minister Somkid Jatusripitak. The new draft of the debt-restructuring plan is now complete and is considered to be fair to both creditors and shareholders. The Finance Ministry has to approve the plan first before it would be forwarded to the Central Bankruptcy Court, which is expected to endorse it. The creditors will be able to see the plan later this month. If they accept it, they can recover up to 80 percent of the THB105 billion TPI owes them, Mr. Mongkhol said, implying that a rejection would mean they would have to continue their fight with Mr. Prachai over TPI's management. Mr. Prachai earlier petitioned the Constitution Court to remove the administrator, claiming article 90/12 of the Bankruptcy Law conflicts with Constitutional Law. The first hearing on the matter is scheduled for July 20. ********* 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, Faith Marie Bacatan, Reiza Dejito, 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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