TCRAP_Public/010418.MBX             T R O U B L E D   C O M P A N Y   R E P O R T E R

                        A S I A   P A C I F I C

                 Wednesday, April 18, 2001, Vol. 4, No. 76



ANSETT AIRLINES: 95% Of Passengers Flown On Leased Aircraft
AURORA GOLD: Will Sell Off Indonesian Venture
HIH INSURANCE: Collapse Will Hurt Businessmen

C H I N A   &   H O N G  K O N G

HIH HONG KONG: Clients Advised To Cancel Policies
KIN DON: Suspends Trading


ARIAWEST INTERNATIONAL: Gets Notice Re Payment Arrears
BUNAS FINANCE: Restructuring Completed, IBRA Reports
CITRA MATARAM: Bankrupt, Court Declares
SINAR MAS: Restructuring Completed, IBRA Reports


DAIWA TOSHIN: Court Rules Company Insolvent
KANEMATSU CORPORATION: Completes Rehab Program A Year Early


HAITAI CONFECTIONARY: Creditors Fear Loss Of Up To W400-B
HYUNDAI MERCHANT: To Pull Out Of Group's N. Korea Venture
KOREA INDUSTRIAL: Court OKs Receivership
SSANGYONG CEMENT: Scouts For Parties To Buy Unit


ABRA DEVELOPMENT: Enters Into Assets Acquisition Deal
EPE POWER: Defaults On Interest Payment
TAI WAH: FIC OKs Restructuring Bid


BAYAN TELECOMS: Asks SC To Rule Out CA's Decision
UNIWIDE GROUP: Pushes To Execute Part Of Revised Rehab Plan
URBAN BANK: PDIC To Turn Over P1.5-B Collection


FLEXTRONICS INTERNATIONAL: To Close Local Plants, Cut Workforce


COGENERATION PUBLIC: Financial Advisor's Opinion On T.O.
COGENERATION PUBLIC: Tractebel Reports T.O. Results
COGENERATION PUBLIC: "Will Not Force Delisting", SET Says

     -  -  -  -  -  -  -  -  -  -


ANSETT AIRLINES: 95% Of Passengers Flown On Leased Aircraft
Air New Zealand Limited Chairman Sir Selwyn Cushing announced  
approximately 95 percent of the 132,000 booked to travel on
Ansett Australia flights between Thursday and Sunday were carried
on aircraft provided by Ansett and Air New Zealand, despite the
grounding of 10 of Ansett B767 aircraft on Thursday evening.

The grounding affected 20 percent of Ansett's total passenger
capacity. ANZ quickly replaced the grounded aircraft with
aircraft leased from Air New Zealand, Singapore Airlines,
Quantas, Air Canada, Emirates and Impulse.

This means that throughout Easter most of Ansett's passengers  
reached their destinations, with most delays lasting less than
one hour and many passengers arriving on schedule.

Although there will inevitably be short term cost and revenue
impacts in relation to the Easter period, claims in the
Australian media that costs of the disruption are running at A$2-
5 million per day are mere speculation and are not based on
figures provided by the company.

It is still too soon to estimate reliably the daily costs being
incurred by the disruption to services, but those costs are not
expected to reach the $2 million mark. Costs have been minimized
by prompt action at all levels throughout the Air New Zealand -
Ansett organization.

ANZ's focus for the immediate future is to co-operate with CASA's
investigation and ensure that aircraft are returned to operation
as soon as possible. Every effort is being made to co-operate
with CASA and to satisfy its demands.

Monday night, CASA was close to completing its check on the
engineering and maintenance documents for each of the 10 grounded
B767s and about to commence its physical inspections of the

Sir Selwyn is confident the grounded Ansett Australia B767
aircraft will be cleared for return to operation in the near
future, and that the airline's air operator's certificate will be

"Ansett has one of the best safety records in world aviation, and
the travelling public are clearly supporting the airline," he

Although problems have emerged in recent months, these have all
been discovered and reported by Ansett itself as new management
and improved maintenance processes have begun to show their

"It is disappointing that Ansett's own advices to CASA and the
systemic improvement being achieved in the maintenance area have
not been sufficient to dissuade CASA from the current public and
regulatory spotlight on Ansett's maintenance," said Sir Selwyn.

"The present situation highlights the importance of fleet renewal
plans for Ansett which the Board will consider in the near
future," said Sir Selwyn.

"To compete effectively in highly competitive markets requires
not only the ongoing dedication of Air New Zealand-Ansett staff
to retain the loyalty of our customers, but modern equipment to
complement the full service product offered. Apart from resolving
CASA's safety concerns, this will be the company's priority in
the coming weeks and months," he said.

AURORA GOLD: Will Sell Off Indonesian Venture
Aurora Gold is pulling out of its Toka Tindung project in North
Sulawesi, Indonesia, putting the project up for sale to local
buyers, Australasian Business Intelligence (ABI) reported Monday.

The mine site contains gold deposits worth A$900 million.

However, according to market analysts, the Australian gold miner
can only recoup a small slice of it's A$60 million investment in
the project.

Aurora plans to terminate operations in the Toka Tindung project
in 2003. The regional office will undergo liquidation by the end
of this year.

HIH INSURANCE: Collapse Will Hurt Businessmen
The downfall of HIH Insurance will impact Western Australian
businessmen's profits, as workers compensation premiums are
expected to fall by only a little over 3 percent from the
scheduled 8.2 percent for the year, ABC News Online reported

According to Labor Relations Minister John Kobelke, the 5 percent
will be used to defray compensation payments for claims of about
A$93 million against the failed insurer by injured workers with
HIH Insurance coverage.

Western Australia's Small Business Association head Phillip
Achurch told ABC News, "Most small business will be furious they
will be hit with a 5 per cent levy this coming financial year,
which effectively is a bail out of a very large insurer.

"They will be furious because they've got very tough trading
conditions at the moment, and of course over the last three years
they've been facing some horrendous premium increases."

International Contract Manufacturing Limited (ASX:INC), a
manufacturer of electronics products under contract, posted a
half-year operations loss of A$1.5 million on sales revenues of
A$49.335 million.

In the half-year's report, the company's assets stand at A$52.327
million, and its liabilities at A$50.712 million.

According to the report, the accounts had been prepared on a
going concern basis, which contemplates the continuity of normal
business activity, and the realization of assets and settlement
of liabilities in the ordinary course of business. No adjustments
have been made relating to the recoverability and classification
of recorded asset amounts or to the amounts and classification of
liabilities that might be necessary should the company not
continue as a going concern.

The ability of the company to continue to operate as a going
concern is dependent upon;

a) the ongoing support of its financiers with respect to
extension of expired facilities; and

(b) the continued support of its current creditors.

The company is in default on its banking facilities due to the
bank forming the opinion that there has been a material adverse
change under its facilities due to a deterioration in the
financial condition of the company and a material adverse change
in the business and assets of the company.

Certain facilities have also expired and have not been formally
extended for a further term. The bank has reserved its rights in
relation to these events of default but at the date of this
report the facilities have not been recalled by them.

The company is required to make principal repayments of $150,000
in relation to one of its bank bill facilities each quarter.

The company received a waiver from the bank in relation to the
principal repayment due on April 30, 2000 and July 31, 2000
however all payments due since then have been met. As at the date
of this report the company has also fully repaid a bank bill
facility of A$500,000, with A$250,000 repaid in January and a
further A$250,000 in February of this year. The company had loan
facilities from Arlington Group Plc of A$10.59 million as of  
December 31, 2000, which were repayable on October 29, 2000.

Arlington had proposed that these facilities which were, in
Arlington's opinion, in default and repayable on demand, be
converted subject to shareholder approval, if required, into a
Convertible Note facility. Following this, on December 18, 2000
the company reached agreement with Arlington Group Plc to repay
all borrowings from Arlington through the issue of Secured
Convertible Notes. The company has not entered into any legal
agreements regarding the issue of these Secured Convertible

The build up of inventory due to production delays and the
requirement to provide additional working capital due to high
sales growth and the acquisition of Ingenico Fortronic in
Scotland in January, 2000 have contributed to a shortage of
working capital for the group.

This has led to the group relying on support from its creditors.
The group's ability to continue as a going concern is also
dependent on the continued support of its current and future
creditors until such time as the group has obtained additional
funding to meet its working capital requirements or continues to
reduce the level of inventory to free up cash to meet its
creditors in a timely manner.

During the period under review, inventory has reduced
significantly however further reductions are required to free up
additional working capital.

The ability to continue as a going concern is also dependent on
the company maintaining current volumes of business in order to
generate profits and positive cash flow to fund its working
capital requirements.

In regard to these factors, directors are of the opinion that
there are reasonable grounds to believe the company can meet its
debts as and when they became due mid payable and that the basis
upon which the half yearly report is presented is appropriate in
the circumstances.

International Contract Manufacturing Limited (ICM) (ASX:INC)
announced that after closing its Brisbane manufacturing site in
November last year, the company has further consolidated its
operations by closing its Melbourne plant in early March, as part
of its restructuring exercise.

This was achieved with a minimum loss of revenue by the transfer
of customer contracts to Sydney. By consolidating its Australian
operations in Sydney the company should achieve significant cost

As part of a number of other measures being implemented to
increase profitability and cut ongoing operating expenses, the
company has also reduced its permanent workforce in Sydney by
approximately 20 percent.

Changes in staffing levels include the following changes to
senior management. Ian Hawkins has stepped down from an executive
role with the company. He will remain on the Board as a non-
executive director. In addition Alf Pucher who has been assisting
the company in recent months has been appointed, with effect from  
April 9, 2001, as company Secretary and General Manager, Finance
& Administration.

Mark Hanlon has taken up the role of General Manager, Corporate
Restructuring and Development and has resigned as Company
Secretary and Chief Financial Officer.

The company will endeavor to finalize the reconstitution of its
board in the next few weeks and negotiations are advanced with a
number of potential candidates.

As outlined in previous announcements the company has been
looking at the possible sale of part or the whole of its business
to improve the structure of its balance sheet. This process has
caused considerable distraction to the board and the management.

Given there has been no conclusive outcome to date, the company
has decided not to actively pursue this alternative at this point
in time and instead focus on restoring profitability and value to
shareholders and resolving the company's working capital

The discussions surrounding the possible sale of its business
have been an impediment to reaching long-term agreement with the
company's major lender, Arlington Group Plc. As part of the
ongoing restructure of the company's balance sheet and resolution
of the working capital situation, the company will be seeking to
finalize negotiations with Arlington in the next few weeks for a
more permanent facility.

The company remains dependent upon the support of its financiers
and creditors and is continuing to work towards the achievement
of a satisfactory outcome of the capital restructure.

C H I N A   &   H O N G  K O N G

HIH HONG KONG: Clients Advised To Cancel Policies
Jan Blaauw, partner of provisional liquidator
PricewaterhouseCoopers, revealed that 23,000 HIH policyholders in
Hong Kong have been advised to cancel their policies, Hong Kong
IMail reported yesterday. Letters will be sent within this week
to brief the policyholders on the cancellation processes.

As quoted in the IMail report, Blaauw said, "The ability of HIH
companies to pay on any claim in full is in serious doubt and the
payment of all claims has been suspended until further notice.
Cancellation is not straight forward as the underlying legal
documents are different for each type of insurance cover.

"In the vast majority of cases, the HIH companies will be seeking
to cancel insurance policies in accordance with the contractual
terms of the policy documents or by mutual agreement with the
policy holder."

KIN DON: Suspends Trading
At the request of Kin Don Holdings Limited, trading in its shares
will be suspended with effect from 10:00 a.m. yesterday (April
17, 2001) pending the release of an announcement by the company
in relation to the progress with the hearing of a winding up
petition against the company.


ARIAWEST INTERNATIONAL: Gets Notice Re Payment Arrears
PT AriaWest International (AWI) received a notice from PT Telkom
that the company is in arrears of Rp320-billion in Minimum Telkom
Revenue owed to the state firm since May 2000, Asia Pulse
reported Thursday last week.

Telkom granted AWI the contract to construct telecom network
infrastructures in West Java. However, construction has been
stalled due to the financial crunch that hit Asia.

AWI, early last week, filed an arbitration processing against
Telkom's demand of a US$1.3-billion compensation for assets and

BUNAS FINANCE: Restructuring Completed, IBRA Reports
The Indonesian Bank Restructuring Agency (IBRA) announced Monday
last week that it has completed the restructuring of multifinance
debtor PT Bunas Finance Indonesia (BFI), which is under the
obligor of Ongko Grup.

According to an IBRA release, the restructuring of BFI was the
result brought by the Steering Committee, which consists of 44
foreign banks and five local banks led by The Royal Bank Of
Scotland Plc, with a total restructured debt equivalent to
US$265.086 million.

The total number of facilities restructured by IBRA is about
13.56 percent of total debts owed by BFI or equivalent to
US$35.956 million. In this case IBRA is a minority creditor.

The debt settlement scheme implemented is as follows:

i)Cash payment 33 percent of loan principal valued at US$11.866
million. Payment was made in March 2000 and January 2001;

ii)Term loan of loan principal valued at US$339,100 with tenor of
6 years and annual interest rate of 6 percent;

iii)Mandatory Convertible Bonds (MCB) 59.50 percent of loan
principal valued at US$21.396 with tenor of 6 years and annual
interest rate of 0.5 percent.

iiii)Debt-to-equity conversion 6.55 percent of loan principal
valued at US$2.356 million converted into 5,672,279 shares.

In addition, the creditors will receive additional cash inflow on
the billing of BFI on the Danamon Grup valued at US$5.690 million
and Bank Umum Nasional of R24.9 billion if the billing is

As a result, share ownership of the Ongko Group in PT BFI changes
from 60.7 percent to 0 percent, and as many as 210,192,912 shares
of Ongko Grup will be handed over to offshore trustee for
allotment to all creditors, disposal to investors and become
incentives for the employees.

Restructuring of BFI has been ratified by the Central Jakarta
Civil Court after the afore-planned restructuring failed to run
because approval has to be sought from 100 percent of the
creditors. In fact not all creditors approve of the restructuring

To make the restructuring process workable, a request was
submitted to the Civil Court for Debt Settlement Suspension.
Through voting, it was found that more than 50 percent creditors
agree with the restructuring scheme and the creditors in
attendance represents more than two-thirds of total debt. Based
on the voting, the Civil Court ratified the restructuring of PT

CITRA MATARAM: Bankrupt, Court Declares
PT Citra Mataram Sastra Marga Persada, a subsidiary of PT Citra
Marga Nusaphala Persada, has been declared bankrupt by the
Jakarta commercial court, with Rp620 billion in unpaid debts,
which matured in June last year, AFX-Asia reported late last
week. The company is indebted to Indonesian Bank Restructuring
Agency (IBRA) and Bank IFI, among other creditors.

Judge Nur Aslam Gustaman also ruled that the company has ceased
operations of the Jakarta outer ring toll road project, the
report said.

SINAR MAS: Restructuring Completed, IBRA Reports
The Indonesian Bank Restructuring Agency (IBRA) announced Monday
last week that early this month it completed the restructuring of
PT Sinar Mas Multifinance (SMM), under the obligor Sinar Mas

PT Sinar Mas Multifinance (SMM) has its loan principal of R65
billion and US$2.5 million with interest arrear of R47.259
billion and US$732,700. The recalculated interest is about 18
percent and 10 percent.

The debt settlement plan is as follows:

i)Cash payment of R10 billion.

ii)The debt remainder will be handled by asset settlement. An
independent appraisal company is currently valuing the assets.

In view of such a specific case, multifinance debtor handling is
taken into a separate group. The numbers of debtors who have
signed up Memorandum of Understanding of early April 2001
compared to total number of multifinance debtors are as follows:

i)22 of 116 companies (19.0 percent of total debtors)

ii)IDR1, 521 billion of R8.400 billion (18.1 percent of nominal
principal). The debt remainder is under restructuring process by
AMC and is also handled by another unit at IBRA, namely AMI as
well as under the legal unit so as to offer opportunities for an
MoU signing.


DAIWA TOSHIN: Court Rules Company Insolvent
The Osaka District Court ruled Monday Daiwa Toshin Kanzai
insolvent, as the company's liabilities have mounted to over Y5
billion more than its assets, AFP reported.

The police also conducted a raid Monday, based on suspicion the
investment company, which controlled Y130-billion fund, has been
collecting investors' money estimated at Y173 million illegally.
Police spokesman Masahiro Kawakishi told AFP, "We raided about 50
premises belonging to Daiwa Toshi Kanzai, and its subsidiary
General Finance Partner on suspicion of violating the investment
law which prohibits institutions other than those approved by
government collecting deposits."

"We suspect fraud as the company might be using investors' funds
for its operating capital instead of investing them in other
companies," Kawakishi continued.

Osaka District Court spokesman Yoshimine Okada, said the court
undertook insolvency proceedings against the company as a means
to protect investors' funds from creditors. "The company is
suspected of having debts exceeding assets," Okada said.

The court, he said, also initiated an assessment of the company's
total debts, through the appointment of an administrator, so as
to determine what course of action to take with regard to the

KANEMATSU CORPORATION: Completes Rehab Program A Year Early
Kanematsu Corporation (TSE:8020) has completed its three-year
restructuring plan, which is undertaken under the supervision of
the court, a year earlier than scheduled, Asia Pulse reported

Under the plan, the trading company has achieved the following:
debt waiver from the Bank of Tokyo-Mitsubishi and other creditors
worth Y155 billion; workforce reduction by about 66.67 percent to
700; and closure of loss-making units.  

Furthermore, the company achieved a consolidated pretax profit
reaching Y10.5 billion for the year ended March 31. The figure
sprung from the pits of a Y7.5-billion loss incurred in 1999. In
addition, the company's interest-bearing debt dropped by about 43
percent from Y791 billion to Y450 billion.

In a new business plan drawn up for the period until financial
year 2003, the company hopes to build up its units engaged in
optical-communication equipment, pharmaceutical and others, the
report said. The company aims to cut its interest-bearing debts
to Y300 billion by March 31, 2004.


HAITAI CONFECTIONARY: Creditors Fear Loss Of Up To W400-B
Creditors of debt-laden Haitai Confectionary are expecting to
lose W400 billion should a court-receivership, for which the
company has filed, be granted, The Digital Chosun reported

Han Byeong-rak, assets management division head of creditor bank
Cho Hung Bank, told Chosun, "Once the court-receivership is
granted, the burden of the creditor banks will amplify as they
will have to classify their loans to Haitai as 'loss' and
appropriate additional bad debt allowances up to 100 percent of
their loans during the initial stage of the court-receivership."

Financial sources say Haitai's creditor banks will have to raise
bad debt allowances, on the average, up to 50 percent from 20
percent, translatable into an allocation of about W170 billion.

After incurring a minimum capital loss of W230 billion from
Haitai shares in the first quarter, the creditor banks estimated
to lose over W400 billion should a liquidation of the company
happen. Haitai is valued at W400 billion according to provisional

HYUNDAI MERCHANT: To Pull Out Of Group's N. Korea Venture
Hyundai Merchant Marine, according to a Hyundai Asan official,
has been pressed by its creditors to break from the group tie-up
in the Mt. Kumgang tourism venture in North Korea, Korea Herald
reported Monday. The official added, "Instead, Hyundai Merchant
demanded that Hyundai Asan take full control over the money-
losing tourism business."

Under the partnership agreement with Asan, the shipping Hyundai
unit is responsible for the promotion of the Mt. Kumgang tours
and in providing transportation for tourists. Asan takes care of
the overall business and operations.

The report also said that Hyundai Merchant incurred in 2000 a
loss of W87.6 billion from its investments in the North Korean
venture alone.

Meanwhile, Hyundai Group Chairman Chung Mong-hun is planning to
leave for North Korea to start talks on its proposition of a 50-
percent cut in monthly tourism dues of $12 million, the Herald
said, citing group spokesmen

Should Hyundai Merchant proceed with its planned pullout from the
project, the group management will be tasked to deal with it,
Asan officials told Herald.

"What is important now is finding a way to bail the project out
of its snowballing debt, not Hyundai Merchant's withdrawal," said
Hyundai Asan officials.

KOREA INDUSTRIAL: Court OKs Receivership
Seoul District Court approved Monday placement of Hyundai unit
Korea Industrial Development Company (KID) into court
receivership. This grants the construction firm court protection
from creditors under the corporate rehabilitation law, The
Digital Chosun reported yesterday.

According to the court statement, the court, within the scope of
the receivership period, will call the shots as to liquidation
measures to undertake, but only if the liquidation value exceed
the cost of maintaining the company.

Korea Industrial Dev't Co's valuation of its assets stand at
W1.25 trillion, its debt at W1.05 trillion, and revenues at
W907.7 billion, as of last year.

On March 20, the company sought court protection, citing a severe
financial crisis resulting from weakening economic conditions in
the construction sector.

SSANGYONG CEMENT: Scouts For Parties To Buy Unit
Ssangyong Cement announced Monday that the company has started
the search for other parties interested in acquiring its
affiliate Ssangyong Information and Communication, as the company
is in disagreement on price with American conglomerate Carlyle
Group, Asia Pulse reported Monday.

Ssangyong and Carlyle are struggling with their negotiations.  
According to an official at creditor Cho Hung Bank, Carlyle
originally intended to acquire a stake in the company. However,
this has changed as the American group is already negotiating to
purchase the affiliate's assets at a much lower price.

Creditors believe that with the upward trend in Ssangyong
Cement's business performance, the company has leverage at the
negotiating table, shedding the pressure to sell the affiliate to
the Carlyle Group. At this stage, Ssangyong can start
negotiations with other interested parties.

Ssangyong Cement's financial health is recuperating, owing to a
W1.4-trillion debt-for-equity swap and a W300-billion fresh
investment from Taiheiyo Cement of Japan. The cement maker inked
an MoU in early this year to let go of its holding of 3.84
million shares, comprising 71 percent stake, in the Ssangyong
affiliate. The sell-off was originally priced at W316.8 billion.


ABRA DEVELOPMENT: Enters Into Assets Acquisition Deal
On behalf of Talam Corporation Berhad, Commerce International
Merchant Bankers Berhad announced that the company's subsidiary,
Abra Development Sdn Bhd on April 14, 2001 entered into an
agreement with SAP Holdings Bhd for the acquisition of 133
bungalow lots comprising part of the land bearing title No. H.S.
(D) 108937 PT 39567 and H.S. (D) 108938 PT 39568 in Mukim
Petaling, Daerah Petaling, Selangor Darul Ehsan and known as
Lestari Perdana.

            Details of Proposed Acquisition

Brief information on the Land

The Land, measuring 31.41 acres in area, comprises part of the
leasehold land held under H.S. (D) 108937 PT 39567 and H.S. (D)
108938 PT 39568 in Mukim Petaling, Daerah Petaling, Selangor
Darul Ehsan which measures approximately 52.38 acres and 345.63
acres respectively. The Land has been approved by the relevant
authorities for development into bungalow lots.

Salient terms of the Agreement

The consideration for the Land, which is inclusive of
infrastructure works to serve the bungalow lots, is RM17,500,000
to be paid in full within 24 months from the execution of the
agreement. The consideration was arrived at based on 136 bungalow
lots of which 133 bungalow lots are now made available to Abra
while the balance three bungalow lots totaling 29,656 square feet
(approximately 0.68 acres) in area shall be made available to
Abra within 12 months from the date of the agreement, failing
which the consideration shall be adjusted at the rate of RM15.74
per square foot.

The consideration shall be satisfied via borrowings and
internally generated funds.

SAP shall obtain a separate document of title for the Land and
upon its issuance, transfer the title of the land to Abra in
accordance with the terms and conditions of the agreement.

Abra shall at all times be responsible and liable to perform its
obligations under the agreement and without affecting the rights
of SAP in respect of the consideration, all risks, proceeds,
losses or gains and/or statutory payments to appropriate
authorities arising from Abra's development of the land shall be
for the account and/or responsibility of Abra.

The performance of the obligations of Abra and the rights of SAP
under the agreement shall not be affected or varied in the event
that Abra is not able to obtain approvals for any variation of
the layout plan from the relevant authorities.

SAP shall grant a power of attorney to Abra to deal with all
matters relating to the agreement and the development of the

The consideration of RM17,500,000 was arrived at on a willing
buyer-willing seller basis.

Corporate guarantee

Talam shall provide a corporate guarantee to SAP for the
consideration. The corporate guarantee shall only be enforceable
in the event that an order is made or a resolution is passed for
the winding-up of Abra. The corporate guarantee shall cease upon
full settlement of the consideration.

Abra was incorporated on November 12, 1983 in Malaysia as a
private limited company. Its present authorized share capital is
RM5,000,000 comprising of 5,000,000 ordinary shares of RM1.00
each while its issued and paid-up share capital is RM1,200,000
comprising of 1,200,000 ordinary shares of RM1.00 each. Abra is
involved in property development and investment holdings.

SAP was incorporated on June 7, 1973 in Malaysia. Its present
authorized share capital is RM100,000,002 comprising of
100,000,002 ordinary shares of RM1.00 each while its issued and
paid-up share capital is RM85,000,000 comprising of 85,000,000
ordinary shares of RM1.00 each. SAP is listed on the Main Board
of the Kuala Lumpur Stock Exchange and is principally involved in
property development.

The proposed acquisition will provide Talam and its subsidiaries
(Talam Group) with an opportunity to further expand its property
development activities in a strategic location which is expected
to enhance its earnings.

The Proposed Acquisition is subject to the approval of the
Foreign Investment Committee.

The Proposed Acquisition will not have any proforma effect on the
share capital and net tangible assets of Talam. The proposed
acquisition is not expected to have any material impact on the
earnings per share of the Talam Group for the financial year
ending January 31, 2002.

EPE POWER: Defaults On Interest Payment
EPE Power Corporation Berhad has further defaulted on the payment
of monthly interest of RM548,423.94 due to several banks under
its revolving credit facilities. The total principal outstanding
on the RC facilities as of April 13, 2001 stands at RM94.6

With the assistance of Commerce International Merchant Bankers
(CIMB) as the financial advisor, the company has presented a
concept paper for the debt restructuring scheme to the lenders
and negotiations are currently taking place.

The EPE Power Group is principally involved in the manufacture,
supply and maintenance of electrical equipment; design,
engineering and construction of power distribution, transmission
and generation systems; operation and maintenance of power
distribution systems and power plants; and supply of electricity.

The manufacturing division has as its major customer, Tenaga
Nasional Bhd, Malaysia's national utility supplier.

Major projects completed by the Group include the largest IPP in
Sabah, the 132MW power plant in Kota Kinabalu in 1998, and the
132/33KV bulk supply sub-stations which provide electricity to
the PUTRA LRT. The latter is EPE's first power purchase customer.

EPE has a 15-year contract for the operation and maintenance of
PUTRA LRT's electrical network. In addition, EPE has a 21-year
generating license to operate the Sabah power plant.

TAI WAH: FIC OKs Restructuring Bid
Tai Wah Garments Manufacturing Berhad announced that the Foreign
Investment Committee has approved the application of the company
in respect of the proposed restructuring scheme.

The proposed restructuring scheme remains conditional upon the
separate approval of the Securities Commission, Kuala Lumpur
Stock Exchange, the High Court of Malaya and shareholders.

In 1970, the company commenced manufacturing of knitted men's
underwear, which was exported to Singapore for resale to
countries such as the US and the UK.

Tai Wah penetrated the international market in 1982, producing
under contract for European buyers, branded apparel under the
brand names Adidas, Christian Dior, Ralph Lauren, Nike and

Tai Wah has obtained a restraining order under Section 176 of the
companies Act, 1965 from the High Court of Malaya for the purpose
of implementing a restructuring scheme.

The restructuring scheme, announced in November 1998, involves a
proposed capital reduction and consolidation; debt
reconstruction; rights issue with warrants; special issues to a
group of senior management/operations staff and two independent
parties of Bumiputera investors; and the disposal of non-core
assets/ subsidiaries, namely, Tai Wah Ventures Sdn Bhd, Tai Wah
Development Sdn Bhd and Tai Wah Garments International Sdn Bhd.

Subsequently, in November 2000, the company revised its scheme in
relation to the settlement terms and conditions for both secured
and unsecured creditors pursuant to the debt reconstruction,
special issues to Tai Wah's management team, and the management
team's exemption from having to undertake mandatory general offer
after the special issues.

The scheme was submitted to the SC on November 20, 2000. At
meetings convened for Tai Wah's scheme creditors on December 21,
2000, the creditors unanimously voted for the scheme as proposed.

The company had on February 22, 2001 responded to queries raised
by the SC on its restructuring scheme. All regulatory approvals
are expected to be obtained by June 2001.


BAYAN TELECOMS: Asks SC To Rule Out CA's Decision
Bayan Telecommunications Inc (Bayantel) has filed a motion for
reconsideration with the Supreme Court to rule out an earlier
decision made by the Court of Appeals rejecting the company's
cellular phone services bid, The Philippine Daily Inquirer
reported Monday.

Bayantel cited "procedural and substantive `flaws' in the
appellate court's decision." The Court of Appeals decided to
suspend Bayantel's provisional authority (to provide cellular
phone services) granted by the National Telecommunications
Commission (NTC) following a case filed by Express
Telecommunications Inc (Extelcom).

Bayantel and Extelcom have an existing joint venture agreement,
however, the former had already written off its investment of P6
billion in the latter, the report said. Bayantel holds the 47-
percent stake in Extelcom.

Extelcom, a pioneer in the mobile phone industry, contended that
Bayantel's foray into the mobile telecommunication business,
backed by its NTC-issued provisional authority, would be
disadvantageous to Extelcom.

Meanwhile, BayanTel is also denying the high court's ruling that
the company's 56-to-44 debt-to-equity ratio does not meet the
required ratio for entities providing mobile phone services, the
report said.

UNIWIDE GROUP: Pushes To Execute Part Of Revised Rehab Plan
The Uniwide Group, through its counsel Santiago & Santiago Law
Firm, has filed a motion with the Securities and Exchange
Commission, seeking approval to implement partly its three
separate dacion en pago transactions with creditor banks, The
Philippine Star reported Monday.

Dacion en pago, the report said, is a "payment in kind
arrangement". Creditor banks with which the group has this kind
of transaction are United Coconut Planters Bank, International
Exchange Bank, and Metropolitan Bank and Trust Company.

Uniwide contends that the partial implementation of the
transactions is "valid...without violating the prohibition on
preference of payments," The Star said.

Opposing these transactions are five unsecured creditors, Nestle
Philippines, Hidden Springs & Perrier Inc., Universal Robina
Corporation, LG Collins Electronics Manila Inc., and Asian
Electronics Corporation. The Bank of the Philippine Islands
(BPI), a secured creditor, has also expressed its opposition to
these arrangements.

Uniwide assured BPI that the implementation of the transactions
will have no impact on the bank's standing as a secured creditor,
as far as the two parties' transactions are concerned.

Uniwide said, "The plan is already in the implementation stage
and preference of payments is no longer an issue. Necessarily, in
the implementation of the plan, some creditors will get paid
ahead of the others, depending on the payment scheme as provided
in the plan."

URBAN BANK: PDIC To Turn Over P1.5-B Collection
Receivables amounting to P1.5 billion collected by Philippine
Deposit Insurance Corporation (PDIC) from Urban Bank Inc will be
turned over to the group or conglomerate that will be selected
through the ongoing bidding exercise to take over the closed
bank, The Philippine Daily Inquirer reported Monday.

Bidders were expected to submit their rehabilitation proposals
for the said bank on deadline, Monday this week, April 16. Five
groups had previously expressed their interest in the bank. These
include the National Association of Urban Bank Inc. and Urbancorp
Investments Inc. Depositors and Creditors (Naud), a group of
small depositors and creditors, Rizal Commercial Banking Corp,
International Exchange Bank, Robinson's Savings Bank, and US-
based venture firm Newbridge Capital Inc.

As quoted in the Inquirer report, PDIC President Norberto
Nazareno said the collected money could be used to pay for claims
against the bank. He also added that PDIC keeps the intention to
extend financial assistance to whoever wins in the bidding

It was only last month that PDIC, the bank's receiver, decided to
place the bank up for another bidding after Bank of Commerce
pulled out its proposal for a merger.


FLEXTRONICS INTERNATIONAL: To Close Local Plants, Cut Workforce
Amid weakening economic outlook and dampened demand in the
electronic industry, Flextronics International Limited will close
plants in Singapore and move production to lower-cost Malaysia
and China, Bloomberg reported Monday, citing Straits Times. Along
with this, the customized electronics parts manufacturer is
planning to slash its 890-people workforce to a number that has
yet to be determined.

However, according to the report, design and technical works will
be retained in the Singapore plants.


COGENERATION PUBLIC: Financial Advisor's Opinion On T.O.
Tractebel S.A. submitted to the Cogeneration Public Company
Limited (COCO) a copy of the Tender Offer Statement on 2 March

SCB Securities Company Limited, as a financial advisor approved
by the Securities and Exchange Commission ("SEC."), was appointed
Financial Advisor to the company to render opinion on the Tender
Offer in compliance with SEC's Notification No. KorKor. 5/2538 on
Form and Period of Preparation of an Opinion Regarding a Tender
Offer.  The company is obliged to prepare opinion on the Tender
Offer with an opinion from an independent financial advisor on
the Tender Offer attached.           
On rendering the opinion on the aforementioned Tender Offer, the
Financial Advisor has reviewed details of the Tender Offer
Statement Form 247-4 of the Offeror as well as utilized
information in forms of documents and interviewing the management
of the company, publicly available information, and related
industrial information as a basis for analysis and providing the
opinion with the following assumptions:

- All information obtained from the company, including
management's interviews are complete and truly accurate.

- There shall be no event that may significantly affect the
Company's business operation and financial projection.

- Various business contracts related to the business operation of
the Company made with contracts' counterparties shall continue to
be valid and legally binding.

The Financial Advisor has reviewed details of the Tender Offer,
under which terms in such Tender Offer Statement including the
Offer Price and the Offer Period are final and will not be
amended, hence having opinion as follows:

1.      Opinion on Tender Offer

1.1     Objective of the Tender Offer

The Offeror's purposes of this Tender Offer are to comply with
the regulatory conditions set forth in the SEC's Notification
KorKor. 4/2538 on the Rules, Conditions, and Procedures for
Acquisition of Securities for Business Take Over dated 6 March

Since the Offeror has acquired additional COCO's shares, which
has caused its total shareholding percentage in COCO to exceed 75
percent, the Offeror is obliged to tender 100 percent of shares
of the company, and to fulfill the Offeror's business objective
in general, i.e. to invest in business and asset both in Thailand
and elsewhere, which offer acceptable returns under its
1.2     Conditions of the Tender Offer

The Offeror has purchased 129,949,946 ordinary shares of COCO
representing 10.79 percent of all COCO's paid-up shares from
Banpu Public Company Limited (BANPU) and 90,623,904 shares
representing 7.52 percent of all COCO's paid-up shares from
Nordic Power Invest A.B. (NPI) making stakes of the Offeror and
related company, which is Tractebel Thailand Co, Ltd (originally
named Sithe Pacific Holdings Limited) in COCO, to increase to
1,050,114,292 shares representing 87.18 percent of all COCO's
paid-up shares.

Having regard to such purchases, the Offeror is triggered by
SEC's Notification to tender 100 percent of the Company's shares.
The Offeror is, therefore, obliged to purchase all shares
tendered by securities holders.  

As a consequence, the securities holders have no risk to sell
their securities except under any one of the following
circumstances as listed in the Tender Offer Statement Section 1
Clause 7 and Section 2 Clause 4.3.  

1) Events and/or actions occurring after the acceptance of the
tender offer by the Office of the SEC. but before the end of
tender offer period, which may cause severe damage to COCO's
status or assets, where such events and or actions are not the
results of the Offeror's actions or actions under the
responsibility of the Offeror, including but not limited to:

- Economic intervention, economic change, change of monetary
and/or fiscal policy, or change of governmental policy with
respect to foreign exchange; or

- Force majeure, war, chaos, domestic disorder, conflagration,
natural disaster, or acts of terrorists;

- and where such events and/or actions severely affect, at
present or in the future, the financial status and operation of
COCO, its subsidiaries, or its affiliates.

2) Actions performed by COCO after the acceptance of the tender
offer by the SEC but before the end of the tender offer period,
which may cause a dramatic decrease in the value of COCO shares
(except for such actions that have been formally announced, in
writing, to the public before the tender offer period as required
by the Stock Exchange of Thailand (SET) and/or the SEC.)

2. Opinion on COCO

In the determination whether or not to accept this Tender Offer,
securities holders shall consider risk factors of the business
and of the company.  Based on the information, which the
Financial Advisor obtained from the company, the following risk
factors shall be taken into consideration:

General Business Risk  

General business risk includes economic changes. The recent
economic crisis has caused a reduction in the overall power
demand.  However, the effect to the company and its subsidiaries
are limited, particularly in terms of power demand, as
Electricity Generating Authority of Thailand (EGAT) continues to
purchase electricity from the company and its subsidiaries in
accordance with terms and conditions of long-term power purchase
agreements.  As for industrial customers, mainly the
petrochemical operators, electricity and utilities demands remain
high as they have to operate plant at the high utilization rate
to achieve competitive cost of production.

Fuel Price Risk

The company and its subsidiaries use natural gas and coal as
their primary fuels. Given that fuels are the principal cost of
electricity and utilities prices, the company and its
subsidiaries are exposed to risk of fuel price fluctuation.  

Under power purchase agreements with EGAT, the company and its
subsidiaries will be compensated for fuel price change. That is
part of the electricity price, energy payment, is indexed to the
fuel cost, thus fuel price risk is mitigated. Nonetheless, under
power supply agreements with industrial customers, the company
and its subsidiaries still have risk exposure since the
adjustment of the electricity's price sold to industrial
customers is subject to the adjustment of FT (compensation in
form of additional variable price) announced by the government.

The adjustment of FT, which occurs once every 4 months, is
usually happened later than the actual changes in fuel price.  
Given that FT is adjusted based on various factors including
changes of fuel cost, the calculation will be based on the usage
ratio of EGAT's fuel, which could differ from that of COCO and
its subsidiaries.      
Marketing Risk

With the fact that COCO and its subsidiaries' electricity sold to
industrial customers in Map Ta Phut Industrial Estate is
accounted for about 37 percent of total generating capacity or
equal to 304 MW, the company and its subsidiaries are considered
to have some exposure to a marketing risk of losing customers to
its competitors.  

However, considering the long-term nature of purchase agreements
covering minimum take obligation, the company and its
subsidiaries have been secured with stable revenues under low
risk throughout the terms of agreements.  In addition, investment
of the company and its subsidiaries in transmission and
distribution systems that connected directly with industrial
customers not only enhances the reliability but also confines
them to continue to buy electricity and utilities from the
company and its subsidiaries.            

Maintenance Risk
Power plants, in general, require special maintenance from
technical expertise to maintain reliability and efficiency. In
order to mitigate maintenance risk, the company and its
subsidiaries has entered into long-term agreement with The
Consortium of General Electric Energy Parts Inc. and General
Electric International Operations Company, one of the world
largest producer of electricity generator.  Main intention is to
reduce risks of spare parts' shortage and spare parts' price

Foreign Exchange Risk

The company and its subsidiaries have incurred some debts in US
dollars.  On the cash basis, the company's revenues, under power
purchase agreement with EGAT, will be almost entirely compensated
for foreign exchange rate fluctuations by way of foreign exchange
indexation mechanism in the capacity payment calculation.

For industrial customers, changes in the company and its
subsidiaries' revenues will be subject to the adjustment of FT by
the government. FT calculation is based on various factors,
including changes in foreign exchange rate, which are basically
calculated from foreign debt portions of 3 state enterprises
consisting of EGAT, Provincial Electricity Authority (PEA), and
Metropolitan Electricity Authority (MEA).

On accounting basis, however, unrealized foreign exchange loss
may be higher than incremental increase in electricity sale
revenue thereby resulting COCO to still incur loss.

Power Pool Implementation Risk

Provided that Power Pool is implemented in 2003 as part of
electricity industry reform, the government through EGAT has
policy to honor long-term power purchase agreement entered into
with private power producers such that their revenues are equal
to terms and conditions already specified in such agreement.

Unless EGAT remains the contract party, new contract party shall
not be inferior to EGAT in terms of financial strength. As for
industrial customers, the power supply agreements set forth that
both contract parties will negotiate, in good faith, amendments
to find new reference price, which originally used PEA's price.

However, the installation of transmission and distribution
systems that provide the high reliability of electricity supply,
the necessity of most industrial users who require both
electricity and utilities, would bring the company to a better
position to negotiate and amend the contracts with industrial
3. Opinion on the Offeror

The Offeror was established under the laws of Belgium with
objective to invest in energy business globally.  As for the
investment in Thailand, the Offeror is a major shareholder of
COCO - the largest small power producer, Industrial Power Company
Limited /small power producer, and Bowin Power Company Limited /
independent power producer.  

The Offeror also holds 100 percent stakes in Samut Prakarn
Cogeneration Company Limited and Nong Khae Cogeneration Company
Limited, also small power producers. Hence, the combined
generating capacity of the Offeror in Thailand using equity
method equals to 1,577 MW.  In addition, the Offeror invested and
hold 49 percent shares in PTT Natural Gas Distribution Company
Limited (PTTNGD).  

PTTNGD supplies natural gas to industries in Greater Bangkok Area
and is expanding to the northern part of Bangkok.    
The Financial Advisor opines that the Offeror, being one of the
world largest groups in electricity generation business and
Europe's fifth largest private electricity producers with a
combined generating capacity of more than 50,000 MW worldwide,
explicitly demonstrates the Offeror's expertise in power

Therefore, by becoming the company's major shareholder as well as
participating in business policy making, the Offeror can bring
its expertise to improve the operation of the company, which will
increase the competitiveness of the company in the upcoming
industry reform era.

4. Effects on future policies and plans of the company

In accordance with the Tender Offer Statement Section 2 Clause
9.4, the Offeror clearly states that the Offeror is constantly
evaluating its businesses and assets in Thailand in order to
optimize returns on its investments, and part of this on-going
strategy may involve a rationalization, consolidation or
restructuring of these business interests and management
organizations, which may also include COCO and its management
structure and personnel.  

Any such restructuring would be consistent with COCO's long-term
plan of remaining a major power producer in Thailand.  The
Offeror does not have any plan or policy to change COCO's
objectives or the nature of its business.  

Upon the completion of this tender offer, COCO will continue to
carry on its current business of electricity/steam/water
generation and distribution to clients in both the government and
private sectors.  

The Offeror, as major shareholder, will coordinate with COCO and
strategic partner (if any) to improve COCO's efficiency and
performance i.e. manage and operate the Company's production
facilities with the highest efficiency, invest/divest
assets/investments as appropriate, and prepare for the reform of
the energy sector which may include preparations for additional
generating capacity.

COCO will obtain shareholder approval, as required by regulations
of the SET, SEC, and Public Company Act, for any plan, which may
involve any material change to its core business of electricity
generation and distribution or as otherwise required by law.

Moreover, the Offeror intends to maintain COCO's listing status
on the SET and does not intend to delist COCO shares from the
SET. However, the Offeror reserves the right to consider a
voluntary delisting of COCO in the event that the results of the
tender offer cause COCO not to comply with the criteria for the
listing status as required by the SET regarding share
distribution, and/or optimizing returns to the Offeror from its
investment in COCO is best achieved by such delisting.

The Offeror and/or company in its group company may consider
selling/redistributing COCO shares to (a) new strategic
partner(s) and/or general public as part of any restructuring
plan of the Offeror aimed to optimize returns on its investments.     

The Financial Advisor opines that the increase in COCO's
shareholding stake of the Offeror after the Tender Offer should
not have a material effect on the company's operation. During the
past 4 years, changes in shareholder structure of the company
occurred several times. The company's management has been able to
operate the company and its subsidiaries.

Yet, based on the interview with the company's management, the
management believes that changes in shareholder structure will
have no effect to the Company's operation. Details are set forth
in the company's Opinion in the Tender Offer.         

The Offeror already declares that the business strategy can be
changed accordingly, which include the group restructuring,
merger and acquisition, change in shareholder structure, and
asset sell and acquisition, the value of COCO in the future
depends not only on investment policy of the Offeror, but also on
the characteristic of future transaction, return on investment,
amount of the investment, and financing method. Currently, there
is no detail on the transaction related to these strategies.      

5. Opinion on the Offer Price

In considering the Offer Price, the Financial Advisor evaluates
the company's share price by employing various valuation methods
as follow:  
5.1 Discounted Cash Flow Method (DCF)

DCF valuation method will reflect the intrinsic value of
appraised company by calculating the present value of the
company's future Free Cash Flow to Equity (FCFE) including the
Terminal Value at the end of the projection period based on
various key assumptions.

Financial Advisor opines that the DCF valuation technique is
appropriate as the revenue structure of the company is in line
with power and utilities purchase agreements, which extend for 15
to 25 years.  

Power purchase agreements contain minimum take provision and
pricing formula that will reflect the actual cash inflow of the
company each year.  The said cashflows also take into account the
company's obligation to set up cash reserve account and lenders'
requirement to make the mandatory prepayment in case of having
excess cash.
However, this valuation method has some limitations if there are
some changes in business condition from the assumptions assumed
herein, and will inevitably affect the share price accordingly.

Based on the financial projection, prepared by the company,
starting from the January 2001 to December 2024, the Financial
Advisor has considered several key assumptions and found out that
assumptions made by the company are reasonable and relevant to
the current operating situation.  The key assumptions can be
summarized as follows:

- The exchange rate is 43 Baht/USD throughout the projection

- Electricity, steam, and industrial water sold to customers both
EGAT and industrial customers are in accordance with purchase
agreements adjusted to meet the current demand, assuming term of
every agreements equals to the projection period.

- The selling price of electricity, steam, and industrial water
are in accordance with purchase agreements between the company
and customers

- The price of natural gas, which includes marketing margin of
Petroleum Authority of Thailand and pipeline throughput fee, is
151 Baht/million BTU. The gas base price increases 2 percent per

- The coal price will be referenced by Japanese Benchmark Price
(JBP), which equivalent to 28.89 USD/ton and increases 1percent
per annum.

- The company makes no investment for future expansion of
electricity and utilities.

- The company has cash on hand of 700 million Baht.

- The company converted foreign loan of Phase 3 project for the
amount of 64 million USD to Thai Baht, changed terms and
conditions of such agreement to be more relax such as the
cancellation of foreign exchange reserve account and the 50
percent reduction in mandatory prepayment requirement.        

The Financial Advisor has calculated the required rate of return
on shareholder's equity by utilizing Capital Asset Pricing Model
(CAPM) approach as follows:

Required rate of return on equity (Ke)  =       Rf + B (Rm - Rf)
Where   Risk Free Rate (Rf)             =       6.05%*
        Beta (B)                        =       1.041
        Market Risk Premium (Rm - Rf)   =       7.00%
        Ke                              =       13.36%

* Using yield of 14-year government bond as at 9 March 2001

The Financial Advisor has conducted a Sensitivity Study to
evaluate the company's share price by employing DCF method where
FCFE of the company are discounted by the required rate of return
on equity ranging from 12.00 to 14.50 percent.  The company's
share price is ranging from 13.01 to 16.50 Baht per share.

Nonetheless, it should be noted that these results are derived
from the financial projection under the above assumptions.

Required rate of return on equity         Share price
              (%)                       (Baht per share)
            12.00                            16.50
            12.50                            15.69
            13.00                            14.95
            13.36                            14.45
            14.00                            13.61
            14.50                            13.01

The Financial Advisor has compared the fundamental value derived
from DCF method VS market price of the company and the other
listed company on the SET, having similar business and other
attributes to the company. The Offer Price is used as the
company's market price whereas the closing prices as at 7 March
2001 are used as the Comparable Companies' market price.  

The value of the company at the Offer Price of 17 Baht/share is
higher than fundamental value of the company derived from DCF
method. To illustrate, at required rate of return of 12 percent
or at share price of 16.50 Baht per share, the Offer price of 17
Baht is 3 percent higher than the company's DCF fundamental

Similarly, at required rate of return of 14.5 percent or at share
price of 13.01 Baht per share, the Offering Price is 31 percent
higher than the company's DCF fundamental value.  The shares of
the Comparable Companies are traded at discount from their
fundamental value, which ranges from 30 to 41 percent.  This
shows that shareholders will benefit from the Offer Price.

5.2  Comparable Company Analysis

This is a valuation technique, which identifies financial feature
of the Comparable Companies as a benchmark in the calculation.  
The following multipliers, P/E multiples, EV/EBITDA multiples,
and EV/MW, are example of those generally used.   

5.2.1   P/E Multiples Method

The estimated share price by P/E multiples method comparing
closing share price as of 7 March 2001 to the projected earning
per share of 2001 of the Comparable Companies with the Offer
Price to the projected earning per share of 2001 of the company.  
However, the estimated share price may not reflect the actual
cashflow of the company whereas the current net profit may not be
consistent with the company's average growth rate in long-term.       

P/E multiples of the Comparable Companies are ranging between
4.68 to 6.10 times comparing with P/E multiples of the company at
the Offer Price of 17 Baht per share is 16.6 times, which is
significantly higher than those of Comparable Companies.  
Shareholders will therefore benefit from the Offer Price.  

5.2.2   EV/EBITDA Multiples Method

Enterprise value (EV) of the company is calculated from the
market value of liability and shareholders' equity.  This
valuation method is better than P/E multiples because it
calculates accounting figures to better reflect cash flow by
adding back non-cash items such as depreciation and amortization.  
EV/EBITDA of the company at the Offer Price of 17 Baht per share
equals to 8.64 times, which is higher than that of the Comparable
Companies that range from 2.56 to 7.31 times.

However, this method has some drawbacks.  If the Comparable
Companies have different debt to equity ratio and loan repayment
profiles, it will produce significantly different multipliers.  
With the fact that there is a material different between the
company and the Comparable Companies in terms of loan structure.  
As a result, in making decision whether or not to accept this
Tender Offer, shareholders should not solely rely on EV/EBITDA
multiples. EV/EBITDA multiples should be used along with other
methods to give better judgment.  

5.2.3   EV/MW Method

The estimated share price by EV/MW method is done by estimating
the enterprise value to 1 MW. It is considered to be a
preliminary evaluation technique for the company operating on the
power industry.  EV/MW of the company at the Offer Price of 17
Baht per share equals to 1.11 million USD per MW, which is higher
than that of the Comparable Companies that range from 0.24 to
0.42 million USD per MW.  

However, the differences in loan structure due to the difference
in the beginning of repayment period will give wrong
interpretation. As a result, in making decision whether or not to
accept this Tender Offer, shareholders should not solely rely on
EV/MW.  EV/MW should be used along with other methods to give
better judgment.  
5.3 Historical Moving Average Market Price

Historical Moving Average Market Price is the price at which the
buyer is willing to buy and seller is willing to sell.  One
limitation of this method is that the historical market price
generally reflects demand and supply of the shares rather than
reflects the fundamental or intrinsic value.  

The Financial Advisor has calculated the average closing price
over various time intervals ranging between 13.60 to 16.40 Baht
per share.  The details are tabulated below:

Period   Highest Price  Lowest Price  Average Closing Price
3 months  17               11.50         14.82
6 months  17               10.00         13.62
12 months 17               10.00         13.60
24 months 39*               9.90         16.40

The last trading day used for the above calculation is 7 March
2001, which closed at 16.75 Baht per share.   

The average closing price is calculated from closing price of
each day.
*  39 Baht per share did not take into account the dilution
effect from              capital increase in March 2000

The Offer Price of 17 Baht per share is higher than average price
in various time periods calculated by the Financial Advisor.  It
is thereby the price at which the shareholders will benefit.

The company's share has been evaluated by various methodologies.
The share price estimated by DCF method, which reflects the
fundamental value, ranges between 13.01 to 16.50 Baht per share.  

Comparing the Offer Price of 17 Baht per share with the DCF
value, at the lowest share price of 13.01 Baht per share, the
Offer Price is 31 percent higher whereas at the highest share
price of 16.50 Baht per share, the Offer Price is 3 percent

On the contrary, the market price of the Comparable Companies is
traded at the discount of 30 to 41 percent from their DCF value.  

In terms of P/E multiples comparing with the Comparable
Companies, P/E multiples of COCO at the Offer Price of 17 Baht
per share is higher than that of the Comparable Companies.
Besides, the Offer Price is greater than the average closing
price of COCO's shares for the past 24 months.    

Therefore, the Financial Advisor considers that the Offer Price
of this Tender Offer is beneficial to COCO's shareholders.

6. Other factors to be considered

6.1 The Company's future value

The valuation of the company's share price by DCF method is based
on the assumptions that there is no future business expansion
because the concluded plan has not yet announced by the Offeror.
As such, according to the information obtained from the company's
management, the company and its subsidiaries has still strong
potential and well positioned for future expansion with the
underlying factors as follows:

- The company has potential to expand its capacity at Phase 3
project.  Given the fact that the company has already invested in
basic infrastructure such as substation, transmission and power
and utilities distribution systems, coal receiving facility, and
existing land on Phase 3 project, such completed but not yet
fully utilized infrastructure can support additional investment
of more than double today installed capacity.

- The increased shareholding stake of the Offeror, who has
expertise in power generating business, not only evidences that
the Offeror has foreseen COCO's potential for future business
expansion but also shows its intention to invest in power
business in Thailand.  In addition, the Offeror can utilize its
experiences and expertise in power industry to improve the
efficiency and management of the company and prepare the plan to
expand the company business.

- The trend of increase in demand for petrochemical products has
caused the petrochemical producers to increase their production
capacity or study for further expansion. Such expansion would
definitely increase the demand for power and utilities hence
positively enhance the company's business.

- The company may consider improving its capital structure by
negotiating with the existing lenders to request for lower
interest rate and/or more relax covenants hence increasing the
return to shareholders.

Nonetheless, the company's future expansion is subject to the
Offeror's investment policy, rate of return on investment, type
of transaction, sources of fund, investment value, and other
related factors that require further study as it is still unclear
at this point in time.            

6.2 Risk to the securities holders

Since the Offeror is obligated to purchase 100 percent of shares,
there is no risk to securities holders to sell all shares except
under the following circumstances stated in the Tender Offer
Statement Section 1 Clause 7 and Section 2 Clause 4.3.   

6.3 Delisting the Company's Shares from the SET

The Offeror reserves the right to consider a voluntary delisting
of COCO in the event that the company disqualified for listing
under the requirement of the SET and/or optimizing returns to the
Offeror from its investment in COCO is best achieved by such

In the event that the Offeror proceeds with the COCO's delisting
in the future, the Offeror shall arrange for the Tender Offer
from shareholders in general. Such delisting must receive
shareholders' resolution of a majority (75 percent) of paid-up
shares and must not have shareholders vote against more than 10
percent of paid-up shares.       
6.4 The risk that the Offeror shall not maintain its major
shareholding stakes in the company after the Tender Offer.

There are some risks that the Offeror shall not maintain its
major shareholding position in COCO due to the Offeror and/or
company in its group company may consider selling/redistributing
COCO shares to (a) new strategic partner(s) and/or general public
as part of any restructuring plan of the Offeror aimed to
optimize returns on its investments as specified by the Offeror
in the Tender Offer Statement
Section 2 Clause 9.3.

SCB Securities Company Limited assures that this opinion on the
tender offer of COCO's shares was prepared with prudence, in
compliance with the professional standard and in a manner, which
displays greatest benefit to securities holders of COCO.

COGENERATION PUBLIC: Tractebel Reports T.O. Results
As Tractebel S.A. has made a Tender Offer to purchase the
securities of COCO covering the period from March 5, 2001 to
April 9, 2001. Tractebel S.A. would like to report the result of
buying the securities of COCO as the following details:

                     Number of Shares    % of Total Issued Shares

Common shares held before the Tender Offer -              
                        1,050,114,292*         87.18%*
Common shares offered to be purchased  -                   
                        154,385,708            12.82%
Common shares tendered   -                      
                     123,375,107123,370,357    10.24%
Common shares purchased  -                      
                  123,375,107123,370,357       10.24%
Common shares held after the Tender Offer  -
                 1,173,489,3991,173,484,649*   97.43%*

Note: * Including 633,608,646 shares or representing 52.60
percent of total issued shares held by its related companies as
Article 258.

COGENERATION PUBLIC: "Will Not Force Delisting", SET Says
The Stock Exchange of Thailand (SET) announced Thursday last week
that it "will not force" Cogeneration Public Company Limited
(COCO) to delist, notwithstanding the acquisition of the power
firm's 100 percent shares by Tractebel, a Belgian utility firm,
Reuters reported Friday last week. However, COCO will have two
years to meet listing requirements from the effective date of
Tractebel's takeover.

"We will give the company two years from now to adjust itself in
line with our listing regulations," Patareeya Benjapolchai, SET
senior vice-president, told Reuters.

Also last Thursday, the report continued, Tractebel announced
that it had raised its stake in COCO to 97.43 percent from 87.18
percent. This move could result in COCO's compulsory delisting
from SET.

This issue on delisting might be tackled by Tractebel during a
shareholders' meeting slated on April 30, the report said, citing
a COCO official.

S U B S C R I P T I O N  I N F O R M A T I O N

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