/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010502.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, May 2, 2001, Vol. 4, No. 86 Headlines A U S T R A L I A ANACONDA NICKEL: Reports Third Qtr Activities, Cashflow HOUND DOG: Up For Sale WAREHOUSE GROUP: Exercise Of Options C H I N A & H O N G K O N G COLLECTIONS INTERIOR: Winding Up Petition To Be Heard GREAT WALL: Liquidate, PBC Orders KELON ELECTRICAL: Posts Yuan 678.42-M Loss OVERSEAS WINNER: Petition To Wind Up SINO RIVER: Faces Winding Up Petition SUPER DELUXE: Winding Up Petition To Be Heard I N D O N E S I A ASTRA INTERNATIONAL: Price Hike Not Likely PT PLN: Financial Report Pending Change Of Structure J A P A N DAIWA BANK: Will Expand, Fasttrack Restructuring K O R E A HAITAI CONFECTIONARY: Starts Accepting Bids HYNIX SEMICON: Creditors To Convene Today Re Bailout Package HYUNDAI ENGINEERING: Creditors Calls For Rollover of Bonds HYUNDAI ENGINEERING: Board Members To Be Replaced HYUNDAI MERCHANT: Withdrawing From N Korea Venture M A L A Y S I A ANSON PERDANA: Posts List Of Payment Defaults GADEK BERHAD: Banks Demand Debt Payment JASATERA BERHAD: Reports Re Financial Status NEGARA PROPERTIES: Pushes Ahead With Asset Disposal PROMET BERHAD: High Court Grants Extension SATERAS RESOURCES: Finalizing Settlement Of RM254.17-M P H I L I P P I N E S MAYNILAD WATER: Contractors Suspend Work METRO PACIFIC: Will Retain Non-Property Investments NATIONAL STEEL: DTI Sec Mediates Talks With Creditors S I N G A P O R E CAPITALAND LIMITED: Adds Info To Annual Report CAPITALAND LIMITED: Strikes CSPA With Hotel Plaza CREATIVE TECHNOLOGY: Posts Net Loss Of US$101-M For Qtr FHTK HOLDINGS: Reports Update Re Debt Restructuring I-ONE.NET: KK Fong Steps Down LIM KAH NGAM: Auditors Report Re FS LIM KAH NGAM: Goes Into Voluntary Administration LIM KAH NGAM: Effects Bonds Issuance THAKRAL CORPORATION: Debt Restructuring Will Proceed T H A I L A N D CIRCUIT ELECTRONICS: Posts Results Of S-Holders' Meeting ITALIAN-THAI: Reports Meeting Results SIAM SYNTECH: Restructuring In Progress - - - - - - - - - - ================= A U S T R A L I A ================= ANACONDA NICKEL: Reports Third Qtr Activities, Cashflow ------------------------------------------------------- The March quarter was positive for the Anaconda Nickel Limited with production from Murrin Murrin reaching 70 percent of design capacity. In addition, C1 unit cash operating costs fell to US$1.32/lb Nickel with a 34 percent rise in production, which is certain to underpin the Company's sub-US$1.00 cash cost target. This achievement underscores the validity of the Company's mission statement "To be the world's most profitable producer of Nickel and Cobalt through the development of Australia's dry laterites." This performance has been achieved on schedule in 15 months after mechanical completion by Fluor in December 1999. Fluor's lump sum contract completion date was some 12 months behind schedule. In this environment Anglo American plc (Anglo) has commenced a process to remove the executive management and the majority of non-aligned independent non-executive directors of the Company. As a result of this process an Extraordinary General Meeting of Shareholders will be held on May 31 2001, at which time shareholders will be asked to decide between the existing Board and Management, and the proposals now circulated by Anglo. A Strategic Review Committee comprising non-aligned independent Directors has been empowered by the full Board to commission an independent review of the Company's strategic and financial position. Shareholders will be advised of the outcome of this report, however the meeting requisitioned by Anglo will occur prior to completion of that report and its information being made available to all shareholders. Production recorded in March alone was 2,659 tons Nickel and 163 tons Cobalt, and production for the month of April is expected to consolidate this improvement, demonstrating the integrity of the Company's ramp up schedule. The ramp up of Murrin Murrin from December 1999 continues as planned, with operating costs continuing to decrease to forecast levels. As discussed, C1 unit cash operating costs for the month of March were a low US$1.32/lb Nickel, already in the bottom quartile of the world nickel industry. Production increasing to 100 percent of design is expected to be made with all fixed and variable production costs being absorbed in the first 70 percent of the ramp up schedule. Overall nickel recovery for the March quarter was 83 percent, a significant improvement on the 74 percent nickel recovery achieved in the December quarter. In March, an overall nickel recovery of 86 percent was achieved. Highlights Murrin Murrin: * Production for the March Quarter of 5,714 tons Nickel and 361 tons Cobalt * Production in March of 2,659 t of Nickel and 163 t of Cobalt, approximately 70 percent of design capacity * Significant increase in overall nickel recoveries to 83 percent for the quarter * Excellent safety record maintained with Lost Time Injury Frequency Rate of 2.9 for the 12 months ended March * Significant improvements on commissioning of the pre- neutralization circuit during February contributing to improved plant performance Three Nickel Province Development * Mt Margaret feasibility progressing to completion * Cawse dispute settled, feasibility study moving forward * Murchison leach test work underway * Murrin Murrin Rolling Expansion studies continue Corporate * Morgan Stanley appointed to evaluate all options available to shareholders to maximize value. Berenson Minella & Company, New York, appointed to facilitate equity and debt injections into the Company * Negotiations for substantial injection of debt and equity at an advanced stage * Cash and available facilities on hand at 31 March 2001 - A$68 m (A$23m free cash) * Fluor and Anaconda submitted contentions in the formal arbitration process, with Fluor abandoning the majority of its counterclaim against Anaconda. Timetable to binding and non- appealable decision is 10 months * Anglo, and subsequently other shareholders, requisition an Extraordinary General Meeting of Anaconda shareholders to determine the composition of the Board and executive management * Committee of Independent Directors convened to commission an independent report of the strategic and financial alternatives available to the Company * The establishment of a shareholders value committee by the board to determined and develop alternatives to maximize shareholder value * Anglo proposals firmly rejected by the Independent Directors * Anaconda Marketing team strengthened following the termination of the Glencore Marketing Agreement in December 2000 * Spin-off of Anaconda Industries Limited progressing to completion. HOUND DOG: Up For Sale ---------------------- Hound Dog, the Sydney-based surf and streetwear firm, is up for sale, following its fall into administration with losses of A$1.2 million and debts of A$4.3 million, Australasian Business Intelligence reported Monday. Administrator Ron Dean-Willcocks described the firm as "a very good business, a market identity," adding that the chain was "very saveable." WAREHOUSE GROUP: Exercise Of Options ------------------------------------ The Warehouse Group Limited announced that it issued 18,594 shares yesterday following the exercise of 38,000 options in accordance with the Outperform the Market Warehouse Share Plan. The terms and conditions of the Share Plan are contained in a registered prospectus dated November 30, 1998. Details of the issue of shares are as follows: 1. Class of security: Ordinary shares in the capital of the company. ISIN: NZWHSE 000156. 2. Number of shares issued: 18,594 3. The shares have no nominal value. The issue price was NZ$5.95 per share, being the weighted average market price of the shares in the company in the 10 days preceding the exercise date of the options that were exercised in accordance with the terms of the Share Plan. 4. The shares were issued for cash pursuant to the Share Plan. The company has accounted for the issue price of the shares in accordance with the Share Plan. 5. The shares are fully paid up. 6. The 18,594 shares represent 0.0061 percent of the existing total of this class of security (304,307,198 shares) that has been issued to date. 7. Options issued in December 1999 can now be exercised. In accordance with notices of exercise of options, 38,000 options have been exercised. This has required the issue of 18,594 shares. 8. The original issue of options under the Share Plan was made in accordance with clause 5.6 of the constitution of the company and was expressly approved by a shareholders' resolution at the annual general meeting of the company held on November 27, 1998. This issue of shares is provided for under the Share Plan and is made in accordance with Listing Rule 7.3.8(b). 9. The terms and conditions of the options and resulting shares are detailed in a registered prospectus dated November 30, 1998. 10. The total number of ordinary shares in the company after the issue of these 18,594 shares is 304,325,792. 11. The shares were issued on May 1, 2001. ================================ C H I N A & H O N G K O N G ================================ COLLECTIONS INTERIOR: Winding Up Petition To Be Heard ----------------------------------------------------- The winding up petition against Collections Interior Limited will be heard on May 9, 2001 before the High Court of Hong Kong. The petition was filed on January 19, 2001, by Hamburg Company Limited whose registered office is situated at 4th Floor, Blue Pool Mansion, 76 Sing Woo Road, Happy Valley, Hong Kong. GREAT WALL: Liquidate, PBC Orders --------------------------------- People's Bank of China (PBC) has ordered the liquidation of Beijing-based China Great Wall Trust and Investment, which is under the control of Agricultural Bank of China, Hong Kong IMail reported yesterday, citing the state paper Financial News. Under such circumstances, the Agricultural Bank of China, China Great Wall Asset Management and the China Galaxy Securities will assume the liabilities of the trust. However, the report added, that Great Wall's independently registered subsidiaries could go on with their operations even during the entire liquidation proceedings. PBC's move is part of the state's drive to clean up and consolidate the nation's financial sector, following the collapse of Gitic in 1998. This will come with the reduction of trust companies to 40. KELON ELECTRICAL: Posts Yuan 678.42-M Loss ------------------------------------------ Guangdong Kelon Electrical Holdings incurred a loss of 678.42 million yuan in the year ended December 31, on sales that dropped to 4.4 billion yuan from the previous year's 5.83 billion yuan, South China Morning Post reported yesterday. According to a company statement, Kelon had to cut prices to remain competitive in the market, posting a pretax loss of 1.01 billion yuan, as opposed to pretax earnings of 692.04 million yuan made in the preceding year. Kelon is engaged in the manufacturing and sale of electrical household appliances, mainly refrigerators and air-conditioners both for domestic and international markets. OVERSEAS WINNER: Petition To Wind Up ------------------------------------ The petition to wind up Overseas Winner Textile Limited is scheduled to be heard before the High Court of Hong Kong May 23, 2001. The petition was filed March 26, 2001 with the Court by Cheung Chi Young of Room 1026, Block 8, Kwai Shing Estate, Kwai Chung, New Territories, Hong Kong. SINO RIVER: Faces Winding Up Petition ------------------------------------- The winding up petition against Sino River Yarn Dyeing Company Limited will be heard before the High Court of Hong Kong May 23, 2001. The petition was filed with the Court March 26, 2001 by Cheung Chi Young of Room 1026, Block 8, Kwai Shing Estate, Kwai Chung, New Territories, Hong Kong. SUPER DELUXE: Winding Up Petition To Be Heard --------------------------------------------- The winding up petition against Super Deluxe International Limited is scheduled for May 2, 2001 before the High Court of Hong Kong. The petition was filed with the Court February 22, 2001, by Lai Yuet Chun of Flat 37H, Ma On Shan Centre, Tower 2, Ma On Shan, New Territories, Hong Kong. ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Price Hike Not Likely ------------------------------------------ PT Astra International corporate secretary Aminuddin announced that the troubled automaker would not likely execute a price hike adjustment on its cars, notwithstanding the depreciation of the rupiah against the U.S. dollar, The Jakarta Post reported yesterday. Aminuddin added that a decision to execute a price hike would require advice from Astra's car brands such as Toyota, Honda and BMW, Post reported. "I haven't heard them (management) discussing price hikes yet," he told Post. PT PLN: Financial Report Pending Change Of Structure ---------------------------------------------------- State-owned PT PLN has postponed the submission date of its audited financial report indefinitely, pending the revamp of the beleaguered power utility firm's financial structure, Jakarta Post reported yesterday, citing PLN's Corporate Secretary Muriad Syamsudin. The original April 30 deadline for the announcement was set by the Capital Market Supervisory Agency. According to Muriad, the revamp is necessary to accommodate the proposed debt-to-equity conversion worth Rp29.9 trillion. Muriad said, "Although PLN's financial audit report as of Dec.31, 2000 had been completed, it could not be announced because of the changes." Muriad also added that the changes in the financial structure would also be partly related to the decision of the government to reschedule PLN's debts. Nothing was mentioned about the amount of debts involved in the rescheduling plan. ========= J A P A N ========= DAIWA BANK: Will Expand, Fasttrack Restructuring ------------------------------------------------ Daiwa Bank (TSE:8319) is aiming to expand and fasttrack its restructuring program, Asia Pulse reported yesterday. In the next two years the program will cut the workforce by about 1,000 employees, reduce total branches (10 to be closed within the current year), and lower the number of directors from the present 12 to eight, Pulse reported. The bank will also drop executive compensation an average of 10 percent within a six- months' time. Daiwa Bank announced Friday last week that it has adjusted its projections for the current fiscal year, raising the projected loss, on a parent basis, to Y11 billion from Y8 billion, attributable to bad-loan write-offs and losses on stock portfolio. Daiwa Bank expects to post a net loss for the group of Y24 billion, up from Y18 billion as previously projected. ========= K O R E A ========= HAITAI CONFECTIONARY: Starts Accepting Bids ------------------------------------------- Haitai Confectionary and its creditor banks are seeking prospective buyers through a bidding process opened Monday, The Digital Chosun reported yesterday. Haitai's creditor banks and ABN-Amro, the underwriting agent for the sale are charged with selecting the bids. A source from the creditor banks group said, "We have already completed assessing the value of the brands owned by the company and distribution channels for the last two months. Consequently, we will select the priority negotiating partners within next week, and hopefully conclude the sales negotiation by September." HYNIX SEMICON: Creditors To Convene Today Re Bailout Package ------------------------------------------------------------ Key creditors of Hynix Semiconductor Incorporated will meet today to resolve the bailout package to provide the ailing chipmaker, The Korea Herald reported yesterday, citing a creditor bank official. The proposed package will feature the purchase of Hynix convertible bonds (CB) worth W1 billion. Yet to be resolved is whether non-bank creditors will take part in the planned exercise. According to the bank official, "Creditor banks have told main creditor Korea Exchange Bank that they would underwrite Hynix's CBs on the condition that the Korea Credit Guarantee Fund guarantees payment for 70 percent of the bond issue." HYUNDAI ENGINEERING: Creditors Calls For Rollover of Bonds ---------------------------------------------------------- Creditors of construction giant Hyundai Engineering and Construction are calling for the rollover of bonds with warrants amounting to US$50 million, and negotiations are underway between the creditor banks group and non-bank creditors holding bonds with a put-back warrant, The Digital Chosun reported yesterday. These bonds with warrants, then managed by Deutsche Bank, were issued last year to five local secondary financial institutions, which have already asked for redemption of bonds, due April 28 2001, by April 27. HYUNDAI ENGINEERING: Board Members To Be Replaced ------------------------------------------------- The Board of Directors of Hyundai Engineering and Construction (HDEC) approved in a special meeting Monday the appointment of a new board, as the current board is due for change, The Digital Chosun reported yesterday. Also, the current board approved the appointment of three in- house directors, Shim Hyun-young, also nominated as CEO, Cho Chung-hong, vice president, and Kang Koo-hyun, managing director. The four outside directors include Kim Dae-young, the chair of HDEC's restructuring committee. HYUNDAI MERCHANT: Withdrawing From N Korea Venture -------------------------------------------------- Hyundai Merchant Marine, according to Hyundai Asan President Kim Yoon-kyu, is pulling out of the Mt. Kumgang tourism venture in North Korea, The Digital Chosun reported yesterday. Although, it was not divulged when the withdrawal will take effect, it will leave Hyundai Asan flying solo in the venture. It has yet to be agreed whether Hyundai Asan will hire Hyundai Merchant Marine's cruise vessels or allow the firm to ply the cruise ships for a fee. According to Kim, who is leaving his post as CEO of Hyundai Construction and Engineering (HDEC), Hyundai Asan is negotiating with the North Korean government for a reduction in the monthly tourism fees and the opening of a land route to the Mt. Kumgang resort. =============== M A L A Y S I A =============== ANSON PERDANA: Posts List Of Payment Defaults --------------------------------------------- Anson Perdana Berhad Group posted the following list of default in payments to financial institutions as at June 30, 2000 in relation to the Composite Scheme of Arrangement approved by the Scheme Creditors at the Court Convened Creditors' Meeting held on March 15, 2001 and March 27, 2001: Banking Facilities As Of June 30 2000 Financial Institution Principal & Interest (RM) Amanah Merchant Bank Berhad 3,538,000 Arab-Malaysian Bank Berhad 12,506,000 Arab-Malaysian Merchant Bank Berhad 1,294,000 Aseambankers Malaysia Berhad 8,183,000 Ban Hin Lee Bank Berhad 11,514,000 Bank Utama (M) Berhad 11,951,000 BSN Commercial Bank Berhad 5,959,000 Danaharta Managers (Bank Bumiputra Malaysia Berhad) 18,074,000 Danaharta Managers (Malaysian International Merchant Bankers Berhad) 12,129,000 BSN Merchant Bank Berhad 17,457,000 EON Bank Berhad 24,339,000 Hong Leong Bank Berhad 5,537,000 HSBC Bank (Malaysia) Berhad 25,650,000 Malayan Banking Berhad 37,862,000 Multi-Purpose Bank Berhad 32,718,000 OCBC Bank (Malaysia) Berhad 9,642,000 Oriental Bank Berhad 11,983,000 OUB Bank (Malaysia) Berhad 5,968,000 Pacific Bank Berhad 5,486,000 Perdana Merchant Bankers Berhad 6,034,000 Perwira Affin Bank Berhad 57,959,000 Perwira Affin Merchant Bank Berhad 13,262,000 Phileo Allied Bank Berhad 2,598,000 Public Bank Berhad 14,751,000 Public Merchant Bank Berhad 15,843,000 RHB Bank Berhad 30,226,000 RHB Sakura Merchant Bankers Berhad 11,899,000 Southern Bank Berhad 4,727,000 UOB Bank Berhad 4,346,000 TOTAL 423,435,000 GADEK BERHAD: Banks Demand Debt Payment --------------------------------------- Gadek (Malaysia) Berhad confirmed that Shook Lin & Bok being the legal counsel for the Guarantor Banks has demanded RM316,943,112.24 and USD109,014,372.70 with the interest thereon for the RM750 million Syndicated Bank Guarantee Facility for RM750 million Nominal Value of 5-Year 2 percent Redeemable Bank Guaranteed Bonds 1996/2001 (Gadek Bonds). This is pursuant to the Guarantee Facility Agreement as a result of settlement by the Guarantor Banks to the Universal Trustee (Malaysia) Berhad, trustees for the Gadek Bondholders. Gadek said it was not aware of any separate legal proceedings to force it to honor its obligations as stated in the article. Gadek also wished to announce that it is currently discussing with the respective lenders (including the Guarantor Banks) for a debt-restructuring proposal under the purview of Corporate Debt Restructuring Committee (CDRC). It expects to work out a debt-restructuring plan with Gadek lenders for settlement in an amicable manner. JASATERA BERHAD: Reports Re Financial Status -------------------------------------------- Jasatera Berhad announced the status of its financial condition, pursuant to the Practice Noted No. 4/2001 of the Listing Requirements of the Kuala Lumpur Stock Exchange. Thus: The plan to regularize its financial condition, which entails the following exercises was announced on September 6, 2000: (i) Proposed capital reduction of the Company's existing issued and paid-up share capital of RM19,980,000 in accordance with the provisions of section 64 of the companies act 1965 and consolidation of the resultant shares thereafter; (ii) Proposed rights issue of 23,976,000 new ordinary shares of RM1.00 each on the basis of six new ordinary shares of RM1.00 each for every one ordinary share held after the proposed capital reduction; and (iii) Proposed settlement of debts owing to financial institution creditors amounting to RM91,473,585. As announced on April 26, 2001, the Board of Directors of Jasatera has approved the revision of the Proposed Recapitalization Exercise in view of the Securities Commission's additional requirements with regard to the net tangible assets backing of the Company pursuant to a rescue and restructuring plan. The appropriate announcement on the revised plan shall be made in due course. Jasatera engages in construction of commercial and industrial buildings and civil engineering works. Its subsidiaries are involved in contracting for general building and civil works and property development. Jasatera has participated in various construction projects including the 88-storey Petronas Tower, KLIA and Commonwealth Sports Centre in Bukit Jalil. In September 2000, Jasatera proposed a debt settlement plan involving a capital reduction and a rights issue. NEGARA PROPERTIES: Pushes Ahead With Asset Disposal --------------------------------------------------- Melawati Development Sdn Bhd (MDSB), Sungai Kantan Development Sdn Bhd (SKDSB) and Negara Properties Realty Sdn Bhd (NPRSB) on April 30, 2001 entered into three separate conditional Sale and Purchase Agreements with Golden Hope Development Sdn Bhd (GHDSB), a wholly-owned subsidiary company of GHPB, for the proposed disposal of twelve parcels of development land to GHDSB for a total cash consideration of RM89,113,741. Proposed Disposal By MDSB On April 30, 2001, MDSB entered into a conditional Sale and Purchase Agreement for the proposed disposal of seven parcels of freehold land measuring approximately 13.99 acres held under HS(D) 57971 Lot No 20268, HS(D) 57972 Lot No 20269, HS(D) 57976 Lot No 20276 and HS(D) 57977 Lot No 20278, all located within Mukim of Setapak, District of Kuala Lumpur, Federal Territory and Geran 39411 Lot No 14850, part of Geran 39410 Lot No 14846 and Geran 39409 Lot No 14845 all located within Mukim of Setapak, District of Gombak, Selangor Darul Ehsan to GHDSB for a total cash consideration of RM38,911,712. Lots 20268, 20269, 20276 and 20278 are contiguous to each other and located within Wangsa Melawati, Mukim of Setapak, District of Kuala Lumpur, Federal Territory. These lots are generally flat in terrain and lie about the same level as the surrounding lands except for Lot 20276, which is sited below the level of the surrounding lands. Lots 14850, 14845 and part of 14846 are contiguous to each other and located within Taman Melawati, Mukim of Setapak, District of Gombak, Negeri Selangor. These lots have dual frontages onto Lorong Sabah and Lorong Sarawak and are generally flat in terrain and lie about the same level as the Service Roads except for the northern part of Lot 14845, which is 1.5 meters above the Service Roads. The legal ownership of Package 1-Melawati was transferred to MDSB on April 13, 1988 and November 28, 1994. As of June 30, 2000, the total estimated development cost of Package 1-Melawati is RM31.2 million. Further details of Package 1-Melawati are as follows: Lot No Dev Plt No 20268 WM 8b RM490-M Condominium Residential 20269 WM 8c RM490-M Condominium Residential 20276 WM 8a RM594-M Condominium Residential 20278 WM 8d RM494-M Condominium Residential 14850 MCC 8 RM784-M Commercial Commercial 14845 MCC 11 RM2,485-M Commercial Commercial Part of 14846 MCC RM192,423-M Commercial Commercial Total RM7,760-M Proposed Disposal By SKDSB On April 30, 2001, SKDSB entered into a conditional Sale and Purchase Agreement for the proposed disposal of two parcels of freehold land measuring approximately 13.03 acres known as developer's plot SI7B and SI3 held under part of HS(D) 48451 Lot No 37820, part of HS(D) 23082 Lot No 15969 and part of Lot 1089 C.T. 3136, all located within Mukim of Kajang, District of Hulu Langat, Negeri Selangor, to GHDSB for a total cash consideration of RM23,488,859. The parcels of land are located within an ongoing mixed development known as Saujana Impian, sited off the left (eastern) side of Jalan Cheras. These lots are accessible from the Kuala Lumpur city center or Kajang via Lebuhraya Cheras/Kajang or Jalan Cheras. Prominent landmark is the existing 18-hole international standard golf course and clubhouse known as Saujana Impian Golf and Country Club. In the larger vicinity, other prominent landmarks include Sekolah Menengah Sultan Abdul Aziz Shah and Kompleks Kota Kajang. Lot 15969 will form part of a neighbourhood commercial area known as Pusat Perniagaan Saujana Impian which is planned to comprise four to six (6) story shopoffices, an eight (8) to ten (10) story office block, another block of commercial space, a town park and other supporting amenities. Package 2-Saujana Impian was acquired on March 9, 1982 at an original cost of approximately RM0.52 million. As at June 30, 2000, the estimated development cost of Package 2-Saujana Impian is RM21.8 million. Further details of Package 2-Saujana Impian are as follows: Part of 37820 SI 7B RM1,323-M Commercial Commercial Part of 15969 and part of Lot 1089 SI 3 RM406-M Office Commercial Total RM1,729-M Proposed Disposal By NPRSB On April 30, 2001, NPRSB entered into a conditional Sale and Purchase Agreement for the proposed disposal of three parcels of freehold land measuring approximately 24.53 acres known as developer's plot NI6 (parcel D), NI6 (parcel E) and NI6 (parcel F) all of which are held under part of HS(D) 136239 lot no 24368, all located within Mukim of Setul, District of Seremban, Negeri Sembilan, to GHDSB for a total cash consideration of RM26,713,170. The parcels of land are situated within Nilai Impian, an on- going mixed development sited off the left (eastern) side of North-South Highway. These lots are accessible from the Kuala Lumpur-Seremban Expressway exiting at Nilai Interchange and thence via Nilai- Batang Benar main road, an unnamed metalled road leading to Nilai Industrial Area and Arab Malaysia Industrial Park and thence via internal metalled circulation roads within Nilai Utama and Nilai Impian. The lots are surrounded by a number of prominent industrial estates such as Arab Malaysian Industrial Park, Nilai 3 Industrial Park and Nilai Inland Port. Other prominent developments in the larger neighbourhood include Emville Golf Resort, Bukit Unggul Golf and Country Resort, College Heights, Kolej Tuanku Jaafar, Staffield Golf Resort, the on-going Bayu Lakes Homes development and Planters Haven. Package 3-Nilai Impian was acquired on August 23, 1995 at an original cost of approximately RM2.5 million. As of June 30, 2000, the estimated development cost of Package 3-Nilai Impian is RM23.3 million. Salient Features Of The Agreements The Properties will be disposed of free from all encumbrances and with vacant possession but subject to all the conditions of title whether expressed or implied and the terms and conditions of the respective Agreements. The cash consideration for each of the Properties (or a total of RM89,113,741 for all the Properties) shall be paid to the respective NPMB Vendors in the following manner: (i) a sum equivalent to 20 percent of the Purchase Price (or a total of RM17,822,748 for all the Properties) shall be paid as deposit and part payment of the Purchase Price upon the execution of the respective Agreements; and (ii) a sum amounting to 80 percent of the Purchase Price (or a total of RM71,290,992 for all the Properties) shall be paid as follows: (a) a sum representing 70 percent of the Purchase Price on or before the expiry of one calendar month from the fulfillment of the last of the conditions precedent or one calendar month after the Completion Date, as the case may be; and (b) a sum representing 10 percent of the Purchase Price upon transfer of title of the Properties. The Balance Purchase Price remaining unpaid as at the Completion Date is subject to interest of 1 percent above the base lending rate of Malayan Banking Berhad calculated on a daily basis from the due date until the date of actual payment. If the measurements and area of the Properties as set out in the respective Agreements are different from the final document of title, the respective Purchase Prices shall be adjusted accordingly. Any payment resulting from the adjustment will be paid within fourteen (14) days of the issue of the final document of title. Salient Features Of The Valuation Report The total market value of the Properties is RM77,900,000 based on the valuation reports dated March 28, 2001 and April 19, 2001 prepared by Jones Lang Wootton, an independent professional valuer, using the Comparison and Residual Methods of valuation. Market value of each of the Properties is as follows: Package Developer's Plot No. Lot No. Market Value (RM) Package 1 MCC 11 14845 6,600,000 MCC 8 14850 6,700,000 MCC 19 Part of 14846 6,100,000 WM 8d 20278 4,100,000 WM 8a 20276 4,700,000 WM 8b 20268 3,200,000 WM 8c 20269 3,500,000 Package 2 SI 7B Part of 37820 21,000,000(*) SI 3 Part of 15969 and part of 1089 2,000,000(*) Package 3 NI 6 (parcel D) Part of 24368 6,500,000(**) NI 6 (parcel E) Part of 24368 6,100,000(**) NI 6 (parcel F) Part of 24368 7,400,000(**) Notes: * The market value of RM21,000,000 and RM2,000,000 for part of Lot 37820 and part of Lot 15969 respectively was arrived at based on the assumption that individual titles will be issued. ** The total market value of RM20,000,000 for Package 3-Nilai Impian was arrived at based on the assumption that an individual title will be issued and the land status will be converted from its existing status of agricultural use to commercial use. Basis Of Purchase Price The total Purchase Price for the Proposed Disposal of RM89,113,741 was arrived at on a "willing buyer willing seller' basis after taking into account the open market value of the Properties based on the valuation carried out on March 28, 2001 on Package 1 and 2 and April 19, 2001 on Package 3 by Messr. Jones Lang Wootton (JLW). The total Purchase Price for the Proposed Disposal of RM89,113,741 represents a premium of 14.4 percent over the market value of RM77,900,000. Details are as follows: Package Valuation by JLW (RM) Purchase Price (RM) Package 1 34,900,000 38,911,712 Package 2 23,000,000 23,488,859 Package 3 20,000,000 26,713,170 Total 77,900,000 89,113,741 There are no liabilities to be assumed by GHDSB arising from the Proposed Disposal The gross proceeds of approximately RM89.1 million arising from the Proposed Disposal are proposed to be utilized as follows: RM million Partial repayment of existing borrowings 40.0 Working capital 49.1 Total 89.1 As at March 31, 2001, the total amount of borrowings for the Group stood at RM178.5 million. The partial repayment of existing bank borrowings is expected to result in an interest saving for the Group of approximately RM1.85 million per annum. The rationale for the Proposed Disposal are as follows: (a) to raise cash to reduce short term borrowings and to improve the Group's gearing ratio; (b) to realize an estimated profit before tax of RM11.64 million for the financial year ending June 30, 2001; and (c) to finance committed development projects. Information On GHDSB GHDSB was incorporated on July 4, 1984 in Malaysia under the Companies Act, 1965 as a private limited company, a wholly owned subsidiary company of GHPB. GHDSB's present authorized capital is RM8,000,000 comprising 8,000,000 ordinary shares of RM1.00 each while its issued and paid-up capital is RM900,000 comprising 900,000 ordinary shares of RM1.00 each. GHDSB's principal activities are property development and property management. As at June 30, 2000, the total development property assets of GHDSB amounted to RM1.19 billion. The proforma financial effects of the Proposed Disposal on the share capital, substantial shareholders' shareholding, earnings per share (EPS) and net tangible asset (NTA) of NPMB Group are illustrated below: The Proposed Disposal will not have any effect on the issued and paid-up share capital of NPMB. The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholder's in NPMB. The Proposed Disposal is expected to contribute positively to the Group's earnings for the financial year ending 30 June 2001. The proforma effect of the Proposed Disposal on the NTA per share of NPMB at Group level based on the audited accounts as at June 30, 2000 would increase by 15 sen from RM5.03 to RM5.18, on the assumption that the Proposed Disposal had been effected on that date. However, the NTA per share of NPMB at Company level will remain unchanged. The Proposed Disposal is subject to the following approvals being obtained: a) the approval of the shareholders of the respective NPMB Vendors and NPMB for the sale of the Properties; b) GHDSB obtaining the approval of the Foreign Investment Committee for the purchase of the Properties; c) the approval of the Kuala Lumpur Stock Exchange (KLSE) for the transaction; and d) any other approvals required by law. As of March 31, 2001, the following Directors have an interest, whether direct or indirect in the Proposed Disposal: Tuan Haji Mohammad bin Abdullah, a director and Chairman of NPMB is also a director of GHPB and various subsidiaries within the Golden Hope Group. Dato' Abd. Wahab Maskan is a director of NPMB as well as the Group Chief Executive and a Board member of GHPB. Dato' Abd. Wahab Maskan is also a shareholder of GHPB with a direct shareholding of 5,000 shares as of March 31, 2001. Encik Abdul Wahab bin Abdul Hamid, an Executive Director of NPMB is also a director of GHDSB and the GHPB Group Director (Property). Encik Tan Boon Gark is a director of NPMB and a shareholder of GHPB with a direct shareholding of 3,000 shares as of March 31, 2001. Datuk Abdul Malek bin Abdul Aziz is a director of both NPMB and GHDSB. Therefore, Tuan Haji Mohammad bin Abdullah, Dato' Abd. Wahab Maskan, Encik Abdul Wahab bin Abdul Hamid and Datuk Abdul Malek bin Abdul Aziz are deemed interested in the Proposed Disposal by virtue of their common directorships. Tuan Haji Mohammad bin Abdullah, Dato' Abd. Wahab Maskan, Encik Abdul Wahab bin Abdul Hamid, and Datuk Abdul Malek bin Abdul Aziz have accordingly, abstained and will continue to abstain from deliberating and voting on the Proposed Disposal at the relevant Board Meetings. Dato' Abd. Wahab Maskan and Encik Tan Boon Gark will also abstain from voting in respect of their respective direct and/or indirect stockholdings in NPMB on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM to be convened. The abovementioned parties will also undertake to ensure that persons connected to them, if any, will abstain from voting in respect of their direct and/or indirect stockholdings in NPMB on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM to be convened. None of the substantial stockholders nor any persons connected to them have any interest, whether direct or indirect in the Proposed Disposal as of March 31, 2001, save and except for the following: i) GHPB, which is the holding company of both NPMB and GHDP with 60.62 percent and 100 percent stock/shareholdings respectively; and ii) Tegas Setia Sdn Bhd, Limited (TSSB), a wholly owned subsidiary of GHPB, is a substantial stockholder of NPMB with a stockholding of 4.14 percent. iii) IGB Corporation Berhad (IGB) is a substantial stockholder of NPMB with a stockholding of 20.00 percent and is related to Encik Tan Boon Gark by virtue to Encik Tan Boon Gark being the Deputy Managing Director and shareholder holding 221,000 shares or 0.04 percent in IGB. Accordingly, GHPB, TSSB and IGB are deemed interested in the Proposed Disposal and will abstain from voting in respect of their direct and/or indirect stockholdings in NPMB on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM to be convened. GHPB, TSSB and IGB will also undertake to ensure that persons connected to them, if any, will abstain from voting in respect of their direct and/or indirect stockholdings in NPMB on the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM to be convened. In view of the interests of the Directors and substantial stockholders of NPMB in the Proposed Disposal, the Board, in compliance with Chapter 20 of the SC's Guidelines on Special Requirements on Related-Party Transactions and Section 10.08 of the Listing Requirements of the KLSE, has on April 30, 2001 appointed Affin Merchant Bank Berhad (formerly known as Perwira Affin Merchant Bank Berhad) as the Independent Adviser to the Independent Directors and independent stockholders of NPMB in relation to the Proposed Disposal to advise as to whether the transaction is fair and reasonable and whether it is to the best interest of the minority shareholders. The Board, having taken into consideration all aspects of the Proposed Disposal, as advised by Aseambankers, is of the opinion that the Proposed Disposal is fair, reasonable and in the best interests of the NPMB Group. PROMET BERHAD: High Court Grants Extension ------------------------------------------ The High Court has granted Promet Berhad, Promet Fabricators Sdn Bhd, Promet Developments Sdn Bhd and Promet Dikoyu Sdn Bhd a further ninety (90) days extension from April 27, 2001 to July 26, 2001 to convene the various meetings of their respective creditors and to restrain proceedings against the Scheme Companies. Originally in the business of building contractors and civil engineers, Promet set out on a path of diversification and expansion starting with the property and hotel industries in 1981. The intention was to expand activities on an international scale in the resources industry, particularly oil and gas. In 1982 Promet's civil construction operations in Malaysia were transferred to subsidiary, Promet Construction Sdn Bhd. In early 1990, after a period of rationalisation, Promet re- focused its business plans and concentrated on four core activities: steel fabrication, marine engineering and construction, civil engineering and construction, property investment and development. Promet divested its interests in the hotel industry in 1993. In 1999, Promet launched an on-going restructuring plan which involves, amongst others, a reverse takeover exercise by Safuan Group Bhd (SGB) through asset injections, capital reduction and consolidation, formation of a new company, debt reconstruction, warrants issue and proposed disposal of non-core assets. The plan was, however, deemed lapsed and terminated in February 2001. Following this, Promet is presently reviewing various business proposals and negotiating with various vendors to formulate a new restructuring plan. SATERAS RESOURCES: Finalizing Settlement Of RM254.17-M ------------------------------------------------------- Referring to the Kuala Lumpur Stock Exchange's query of April 26, 2001, with regard to the news article appearing in The Business Times' Companies & Markets section on Thursday, April 26, 2001 and, in particular, to the sentences of the news article highlighted by the Exchange, Sateras Resources (Malaysia) Berhad announced that the Directors and the Management of Sateras have no prior knowledge of the article. However, the company clarified the following: 1. "Sateras Resources (Malaysia) Bhd is believed to be on the verge of finalizing a private placement deal that will wipe out its entire debt burden." The company advised the Exchange that it is in the middle of finalizing the proposed settlement of RM254,170,157 in debts owing to identified creditors of the Sateras Group as approved by the Securities Commission (SC) on April 13, 2000 and April 28, 2000. 2. "About 250 million shares are expected to be placed via private placement exercise......" According to the terms of the SC's approval, 98,156,843 new Sateras shares are to be placed with D.S. Holdings Sdn Bhd, while for the 156,013,314 new Sateras shares arising from the conversion of a similar amount of debts owing to the financial institution creditors, the financial institution creditors have an option to place out up to that number of new shares to be issued to them as settlement of debts to the placees identified by Sateras. 3. "The placement price of the shares is believed to be between 70 sen and RM1 a share......" In accordance with the terms of the SC's approval, the placement price for the 98,156,843 new Sateras shares shall be based on the weighted average market price of Sateras shares for the five consecutive trading days up to a price-fixing date to be determined later. As for the 156,013,314 new Sateras shares, the conversion price shall be based on the weighted average market price of Sateras shares for the five consecutive trading days up to a price-fixing date to be determined later, subject to a maximum discount of 10 percent therefrom. In any event, Sateras will not be issuing the new Sateras shares at below the par value of RM1.00. 4. "..... the Securities Commission (SC) had given Sateras a conditional approval about two months ago to proceed with its plan." The SC approved the Proposal on April 13, 2000 and April 28, 2000 and granted a final extension to complete the Proposal by October 27, 2001. Sateras further clarified that the Foreign Investment Committee had approved the Proposal on September 8, 1999 and that it has never contemplated any of the options stated in the said article. ===================== P H I L I P P I N E S ===================== MAYNILAD WATER: Contractors Suspend Work ---------------------------------------- Around 20 contractors have shut down the rollout program works of Maynilad Water Resources Incorporated worth P14 billion, since the cash-strapped water provider has yet to pay contractors and suppliers a total of P500 million, The Philippine Star reported yesterday. The contractors are considering to take legal actions against Maynilad, demanding payments on the arrears. According to Manolito Madrasto, executive director of the Philippine Contractors Association (PCA), these 20 contractors have already incurred losses due to these unsettled accounts Maynilad owes them. Madrasto said, "This is a problem of both Maynilad and the MWSS. If the contractors are not getting paid, it`s within their rights to stop construction." Maynilad is beset with a cashflow crunch resulting from incurred losses of up to P2.2 billion due to the depreciation of the peso against the U.S. dollar, the report said. Moreover, the company is pushing for a rate adjustment, which is currently under study at the Cabinet. METRO PACIFIC: Will Retain Non-Property Investments --------------------------------------------------- Metro Pacific Corporation is going to retain non-property investments, seeking strategic partners to augment their value, notwithstanding its shift of focus to its core venture in real estate development, Manila Times reported yesterday. These non- core assets that the company wants to keep in the meantime are in-the-red Negros Navigation and 1st e-Bank. Ricardo S. Pascua said in his report to the company's shareholders dated April 27: "We have taken the position to hold on these (non-property) investments while building value in them. To this end, we have strengthened the operational management teams and have worked hard with them to develop and implement new business plans. While still in their early stages, we anticipate that these initiatives will bear fruit in a relatively short timeframe. "At the same time, we continue to seek strategic partners with the experience and track record to further enhance these companies' productivity and profitability. "The ascendancy of the new President has certainly brought about political stability and restored confidence in the government. With the exchange rate stabilizing and interest rates improving, we anticipate general improvements in the economy and therefore investor confidence despite the rallies being staged by Estrada supporters. "We are confident that the property market will have better prospects towards the latter half of the year 200. We are, therefore, committed to complete the infrastructure projects we have begun in 2000 to ensure that the Global City is in a position to benefit from this." According to Metro Pacific CFO Grant Ferguson, Metro Pacific has allocated P2.5 billion for capital expenditures in the current year, while 60 percent of the total programmed capital budget will be allocated for Fort Bonifacio Development Corporation and the rest to the two abovementioned remaining non-core ventures, the Times report said. NATIONAL STEEL: DTI Sec Mediates Talks With Creditors ----------------------------------------------------- The Department of Trade and Industry, through Secretary Manuel Roxas III mediated Monday in the negotiations between troubled National Steel Corporation and its creditors, with regard to the reopening and rehabilitation of the steel firm's plant and operations, The Philippine Star reported yesterday. Roxas said, "both parties agree on the need to operate the NSC so that the plant does not deteriorate and its personnel are able to work." Roxas stated both ends of the negotiating table expressed their further interest in re-opening the plant in the interim. However, neither party wanted to yield to the other's interest. "Government will decide, based on their agreement, if there will be a stalemate." Roxas added if a decision is reached it will be based on cashflow and market conditions. ================= S I N G A P O R E ================= CAPITALAND LIMITED: Adds Info To Annual Report ---------------------------------------------- CapitaLand Limited provided the following additional information to its FY2000 Annual Report: 1. KPMG has served as the Company's auditors and most of its subsidiaries. There are some Singapore-incorporated subsidiaries that were not audited by KPMG. In accordance with Clause 902B(4) of the Listing Manual, details of these subsidiaries and their appointed auditors are shown below. Names of Singapore-incorporated Subsidiaries Names of Auditors Yangon Investment Pte Ltd Ernst & Young eNabled Homes Pte Ltd SK Lai & Co. Quantum Systems Pte Ltd Chee FM & Associates Canary Riverside Holdings Pte Ltd and its subsidiary companies Deloitte and Touche 2. Canary Riverside Holdings Pte Ltd and its subsidiary companies are deemed to be "significant" foreign operations as defined under Clause 902B(5) of the Listing Manual and their auditors are Deloitte and Touche. 3. The Company's Corporate Governance Policy inter alia states that directors and employees should not deal in the Company's securities on short-term consideration/while they are in possession of unpublished information that is not generally available to the public. In addition, directors and employees should avoid dealing in the Company's securities during the period commencing from two weeks before the release of the Company's results (quarterly, half or full year) to (and including) the date of the release of the relevant results to the Singapore Exchange Securities Trading Limited. The Company will commence reporting of its earnings results on a quarterly basis as of the conclusion of the second quarter of 2001. CAPITALAND LIMITED: Strikes CSPA With Hotel Plaza ------------------------------------------------- CapitaLand Limited (CL) announced Thursday last week that CL has entered into a conditional sale and purchase agreement with Hotel Plaza Limited (HPL) for the sale by CL of, and the purchase by HPL of the following: 1. The entire issued and paid-up capital of the following investment holding companies: (i) Suten Investment & Development Pte Ltd (SIDPL), a company incorporated in Singapore; (ii) SGN Investment Pte Ltd (SGNIPL), a company incorporated in Singapore; (iii) Yangon Investment Pte Ltd (YIPL), a company incorporated in Singapore; and (iv) Castle Star Developments Limited (CSDL), a company incorporated in the British Virgin Islands to be acquired by CL on or prior to completion; and 2. All shareholders loans extended by CL to the Companies and their subsidiaries. The anticipated date of completion of the sale is July 31, 2001. SIDPL and SGNIPL collectively have an 82.7 percent interest in Suzhou Wugong Hotel Co., Ltd, a company incorporated in the People's Republic of China, and which owns the 328-room Sheraton Suzhou Hotel & Towers at 388 Xinshi Road, Suzhou, Jiangsu, People's Republic of China. YIPL is an investment holding company with a 95 percent interest in the capital of Yangon Hotel Ltd, a company incorporated in the Union of Myanmar and which owns the 359-room Hotel Equatorial Yangon, located at the corner of Alan Pya Phaya Road (Signal Pagoda Road) and Yaw Min Gyi Road (York Road). Prior to or on completion, CSDL shall have an 85 percent interest in PID Investments Pte Ltd (PIPL), an investment holding company incorporated in Singapore, which is currently held by CL. PIPL has a 75 percent interest in Westlake International Company (WIC), a company incorporated in Vietnam. WIC's principal activity is ownership of the Meritus Westlake Hanoi, a 322-room hotel at 1 Thanh Nien Road, Badinh District, Hanoi, Vietnam. The aggregate consideration attributed to CL's interests in the three hotels is US$82 million. Under the Agreement, CL will set aside an aggregate amount of US$20 million for a period of 5 years to be applied to fund any shortfall between actual profit after depreciation but before interest and tax and the amount of 7 percent of aggregate investment cost to HPL in respect of its acquisition of, and improvements to, the hotels. After setting aside the agreed sum, CL will have a net write- back of US$9 million on provisions made previously. The net consideration for the sale of US$74.5 million will be satisfied in the following manner: (i) a deposit of S$500,000 paid upon execution of the Agreement; and (ii) the balance after deducting the Agreed Sum, is payable on completion. The consideration was arrived at based on negotiations conducted between CL and HPL on a willing buyer and willing seller basis. The sale is in line with CL's policy to divest non-core assets. Proceeds from the sale will be utilized to reduce gearing. The said sale is not expected to have any significant impact on the net tangible assets or earnings per share of CL for the current financial year ending December 31, 2001. None of the directors or substantial shareholders of CL have any interest in the sale. CREATIVE TECHNOLOGY: Posts Net Loss Of US$101-M For Qtr ------------------------------------------------------- Creative Technology Ltd. (NASDAQ: CREAF), the worldwide leader in digital entertainment products for the personal computer and the Internet, announced Thursday last week the company's financial results for the third quarter of fiscal year 2001, ended March 31, 2001. Sales for the third quarter were in line with Creative's expectations at US$263 million. This compares to sales of US$330 million for the same quarter of last year. Creative reported a net loss for the quarter of US$101.0 million or US$1.27 per share. This includes one-time charges of US$31.0 million and a write-down of investments of US$75.4 million, which accounted for a combined US$106.4 million or US$1.34 per share. Excluding these charges, Creative would have reported net income for the quarter of US$4.6 million or US$0.06 per share. Comparative results for the third quarter last year were net income of US$88.3 million and earnings per share of US$1.01. This included net investment gains of US$70.6 million or US$0.80 per share. The third quarter one-time charges include a previously announced restructuring charge totaling US$19.8 million, which comprises US$7.8 million applied to cost of goods sold and US$12 million of operating expense charges. Also included in operating expenses is a one-time charge of US$11.2 million resulting from the write-off of the remaining value of the assets previously acquired from Aureal Semiconductor. The company also took a US$75.4 million write- down against its investment portfolio. This includes a previously announced US$65 million write-down of privately held technology companies, consistent with the company's prior announcement; and a net unrealized loss of US$10.4 million on quoted investments, reflecting the further worsening of public equity markets at the end of the quarter. Sales for the first nine months of fiscal year 2001 were US$994.4 million, compared to US$1.036 billion for same period in the previous year. Net loss for the first nine months of fiscal year 2001 was US$56.9 million, or US$0.72 per share, including the previously noted one-time charges and write-down of investments totaling US$106.4 million in the quarter, and net investment gains of US$2.9 million from the previous two quarters. This compares to net income for the first nine months of the previous year of US$143.6 million or US$1.66 per share, including net investment gains of US$84.2 million. "Between the difficulty of the economic climate and the restructuring of our businesses, this was a challenging quarter," said Craig McHugh, president of Creative Labs, Inc. "However, we achieved some important successes during the period. We made significant reductions in our operating expenses that will better position us going forward. At the same time, we met our revenue target as we continued to generate strong demand for retail audio products. We substantially reduced our inventory level, achieving our target of net inventory of US$200 million at the end of the quarter. And, excluding the effect of the restructuring charges on cost of goods sold, we met our margin guidance of 27 percent." "During the quarter, we sustained, for the first time, a net loss from our investment portfolio," said Creative Chairman and CEO Sim Wong Hoo. "The US$75 million write-down from our investment portfolio should be taken in the perspective that we posted realized gains of US$103.4 million in fiscal year 2000, including US$70.6 million for the same quarter last year. Many of our investee companies were hit hard by the downturn in the private and public equity markets, causing us to write-down our holdings. However, we do believe that a number of our investee companies continue to show promise, both strategically and financially." "At the same time, we took serious actions to better position Creative in a tough marketplace," continued Sim. "These actions, including measures to reduce the cost of our products and aggressive pricing on the NOMAD Jukebox, position us to increase market share and solidify our leadership position in the strategic digital audio player market. The digital audio player market represents huge potential; and, with our lower cost structure, we plan to drive this market and capitalize on it." During the quarter, Creative continued its share buy-back program, repurchasing approximately 892,000 shares at a cost of US$8.6 million. Subject to market price and conditions, and securities law restrictions, the company plans to continue its buyback program. Creative (Nasdaq: CREAF) is the worldwide leader in digital entertainment products for the personal computer and the Internet. Famous for its Sound Blasterr and for launching the multimedia revolution, Creative is now driving digital entertainment on the PC platform with products like its highly acclaimed NOMADr Jukebox. FHTK HOLDINGS: Reports Update Re Debt Restructuring --------------------------------------------------- FHTK Holdings Limited reports an update on the status of its debt restructuring exercise. Terms defined in the earlier announcements shall, unless the context otherwise requires, have the same meaning in this announcement. (1) The Banks have agreed in-principle to: (a) the extension of the deadline for implementing the debt restructuring plan pursuant to the Debt Restructuring Agreement to August 15, 2001; (b) a proposed capital reduction exercise by way of (i) cancellation of the issued and paid-up capital of FHTK lost or unrepresented by available assets to the extent of S$0.15 for each Share and the reduction of the par value of each Share from S$0.20 to S$0.05, such that the issued and paid-up capital will be reduced from S$131,574,848.40 divided into 657,874,242 Shares to S$32,893,712.10 divided into 657,874,242 Shares, and (ii) the cancellation of an amount of S$42,702,000 standing to the credit of the share premium account of FHTK and representing capital lost or unrepresented by available assets, such that the amount standing to the credit of the share premium account of the Company amounting to S$42,702,000 as of December 31, 2000 will be eliminated. An aggregate of $141,383,000 being part of the FHTK's accumulated losses and capital unrepresented by available assets will be written off pursuant to the Capital Reduction Exercise. Subsequent to the capital reduction exercise, the share premium created by the issue of the conversion ordinary shares to the creditor banks, would be used to eliminate the balance of FHTK's accumulated losses, thus enabling FHTK to continue its operations on a clean slate. Details of the proposed Capital Reduction Exercise, which is subject to the approval of the court, will be disclosed in a Circular to Shareholders for the purposes of obtaining the Shareholders' approval on the Debt Restructuring Plan and the Capital Reduction Exercise. (3) All other terms of the Debt Restructuring Plan, as summarized in our announcements of October 24, 2000, November 8, 2000 and February 21, 2001, remain unaffected. (4) On February 2, 2001, FHTK also sought clarification from the SGX-ST as to whether the call options granted to the shareholders as set out in paragraph (c) of our announcement of November 8, 2000 over up to 70 percent of the Conversion Ordinary Shares require specific Shareholder approval pursuant to Clause 941 and Practice Note 9c of the SGX-ST Listing Manual and confirmation that the transactions contemplated in the Restructuring Agreement do not constitute related party transactions pursuant to Chapter 9A of the Listing Manual. The SGX has confirmed that the Clause 941, Practice Note 9c and Chapter 9A of the SGX-ST Listing Manual do not apply to the Debt Restructuring Plan. It has however ruled that the Call Option Shareholders should refrain from voting on the Debt Restructuring Plan in the Extraordinary General Meeting that will be called to approve, inter alia, the Debt Restructuring Plan. (5) FHTK will call for an Extraordinary General Meeting to obtain the Shareholders' approval for the Debt Restructuring Plan and the Capital Reduction Exercise. FHTK is currently preparing a Shareholders' Circular to explain the terms of the Debt Restructuring Plan and the Capital Reduction Exercise, which will be disseminated to the Shareholders upon the Shareholders' Circular being approved by the SGX-ST. I-ONE.NET: KK Fong Steps Down ----------------------------- KK Fong has resigned as CEO of troubled i-One.Net International, and will be replaced by managing director Lim Chin Tong effective yesterday, Singapore.CNET.com reported Friday last week. Fong has also relinquished his responsibilities in the company's board, to become director of Xpress Print Pte Limited, the company's printing branch. With the resignation of Fong, Lim Chin Tong told the online publication that the company would revert back to the basics, and shift focus to the original printing operations, thus resurrecting the former company name Xpress Print Holdings is currently being considered. "We diversified earlier, and got into trouble, so now we are going back to what we know best, and it has been our mainstay all this while," said Lim. One of the revamp measures to be undertaken along with this shift is to abolish about 200-odd Internet kiosks in Singapore and China. For the half-year period ended January, i-One.Net posted a net loss of S$31.4 million and operating loss of S$9.7 million. Meanwhile, Fong's stake holding in i-One.Net has shrunk further to a little above 28 percent from 49.1 percent, after the company's creditors undertook a sell-off of his shares, which were made as collateral for his personal debts and obligations. Fong is also selling his stake equivalent to 130 million shares. LIM KAH NGAM: Auditors Report Re FS ----------------------------------- The following is the report of the auditors of Lim Kah Ngam Limited,. PricewaterhouseCoopers, addressed to the members of the company: "We have audited the financial statements of Lim Kah Ngam Limited and the consolidated financial statements of the Group for the financial year ended December 31, 2000 set out on pages 15 to 58. These financial statements are the responsibility of the Company's directors. Our responsibility is to express an opinion on these financial statements based on our audit. "We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform our audit to obtain reasonable assurance whether the financial statements are free of material misstatement. "An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. "The Group and Company incurred a net loss after tax of S$20,786,000 and S$18,675,000 respectively for the financial year ended 31 December 2000. The Group's and the Company's current liabilities exceeded the current assets by S$245,339,000 and S$163,143,000 respectively at December 31, 2000. "Subsequent to the balance sheet date on March 16, 2001, the Company has effected a debt restructuring agreement with the Company's and the Group's bankers and other financial lenders. Consequently, the Group's borrowings amounting to S$314,285,000 as at March 16, 2001, which were overdue as a result of default in repayments will be converted into interest bearing secured redeemable bonds and will be repayable in accordance with the terms and conditions set out in Note 46 to the financial statements. "Notwithstanding the debt restructuring agreement, the Company's and the Group's borrowings continue to remain high in comparison to the shareholders' funds. "The going concern assumption on which the financial statements are prepared is dependent on the Company's and the Group's ability to dispose of its investment and development properties, at amounts close to their carrying values in the balance sheet, as well as the continued support of its bankers in order to provide funding for continuing operations. "If the Group and the Company are unable to raise the necessary financing for the foreseeable future, adjustments would have to be made to reflect the situation that the assets may need to be realised other than in the normal course of business and at amounts which may differ significantly from the amounts at which they are presently recorded in the balance sheets. In addition, the Group and the Company may have to provide for further liabilities that may arise and to reclassify property, plant and equipment as current assets. "In our opinion, "(a) the accompanying financial statements of the Company and consolidated financial statements of the Group are properly drawn up in accordance with the provisions of the Singapore Companies Act (Act) and Singapore Statements of Accounting Standard and so as to give a true and fair view of: "(i) the state of affairs of the Company and of the Group at 31 December 2000, the loss and changes in equity of the Company and of the Group, and the cash flows of the Group for the financial year ended on that date; and "(ii) the other matters required by section 201 of the Act to be dealt with in the financial statements of the Company and the consolidated financial statements of the Group; and "(b) the accounting and other records, and the registers required by the Act to be kept by the Company and by those subsidiaries incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act. "We have considered the financial statements and auditors' reports of the subsidiaries of which we have not acted as auditors, being financial statements included in the consolidated financial statements. The names of the subsidiaries are stated in Note 36 to the financial statements. "We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations as required by us for those purposes. "The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification that is material to the consolidated financial statements. However, certain subsidiaries which depends on continuing financial support from the Company had paragraphs in their auditors' reports emphasizing and drawing attention to the subsidiaries' dependence on the continued financial support from the Company as well as the Group's bankers and that the financial statements of those subsidiaries did not include any adjustments that might result from the outcome of this uncertainty. "The auditors' reports on the subsidiaries incorporated in Singapore did not include any comments under Section 207(3) of the Act." LIM KAH NGAM: Goes Into Voluntary Administration ------------------------------------------------ Lim Kah Ngam Limited has been informed by one of its substantial shareholders, Lim Kah Ngam (Investment) Pte Ltd (LKNI), that the members of LKNI passed a shareholders' resolution on March 19, 2001 to approve the voluntary winding-up of LKNI pursuant to Section 290(1)(b) of the Companies Act, Cap 50. LKNI is a Singapore-incorporated company and currently holds 60,644,554 shares in the Company, which represents a shareholding of 30.88 percent in the Company. Details on the manner in which LKNI proposes to distribute the shares of the Company currently held by LKNI will be made available at a later date. LIM KAH NGAM: Effects Bonds Issuance ------------------------------------ On July 3, 2000, the Directors of Lim Kah Ngam Limited announced that the Company and certain of its subsidiaries entered into a debt restructuring agreement with all the financial creditors who had been involved in the negotiation of a proposed debt restructuring scheme with the Group (the Lenders). The concept behind the Restructuring Scheme under the Agreement is to consolidate and manage the debt position of the Group at the Company level by inter alia the conversion of the existing facilities granted by the Lenders to the relevant members of the Group (the Existing Facilities) into secured redeemable convertible and non-convertible bonds to be issued by the Company to the Lenders. The Company had at an extraordinary general meeting held on December 22, 2000 obtained its shareholders' approval for inter alia the issue of the Bonds pursuant to the Restructuring Scheme. On March 16, 2001, following negotiations with the Lenders on the various bond and security documentation, the Company effected the issuance of S$314,285,000 in aggregate face value of Bonds to the various Lenders in accordance with the conversion formula under the Agreement. The Existing Facilities were deemed for restructuring and each of the members of the Group released from all its respective obligations, warranties, indemnities and covenants under the Existing Facilities in accordance with the terms and conditions of the Agreement. M/s Ernst & Young the appointed Restructuring Agent shall continue to assist the Group in the implementation of the Restructuring Scheme. M/s Ernst & Young has also been appointed as the Paying and Conversion Agent in respect of the Bonds issued. THAKRAL CORPORATION: Debt Restructuring Will Proceed ---------------------------------------------------- Thakral Corporation Limited announced that it is moving on schedule with its debt restructuring plan as outlined in the corporate disclosure of March 30, 2001. Together with Arthur Andersen Associates (S) Pte Ltd, its Independent Financial Advisor, and Khattar Wong & Partners, its legal advisors, the company is finalizing the legal documentation for the purpose of the Section 210 Companies Act scheme of arrangement application to the High Court of Singapore. =============== T H A I L A N D =============== CIRCUIT ELECTRONICS: Posts Results Of S-Holders' Meeting -------------------------------------------------------- Circuit Electronic Industries Public Company Limited would like to report the resolutions made at an ordinary general shareholders' meeting held on April 27, 2001. The summary of the resolutions is as follows: 1) Approved the ordinary general shareholders meeting resolutions for the year 2000. 2) Approved the annual report and directors' report for the year 2000. 3) Approved the Balance Sheet and the Profit & Loss Statement as of December 31, 2000. 4) - Omit the dividend payment for the operation of the year 2000; - Shareholder proposes that the company should consider the dividend policy that was reported to the SET should be changed or not; - The Chairman proposed to the Board of Directors for consideration. 5) Reappoint the directors whose tenure has ended as follows: 1. Mr. Lertsak Nganthavee 2. Mr. Suckchai Nganthavee 3. Mr. Sukit Nganthavee 4. Mrs. Wajana Bhukasawan 6) Appoint Methee Ratanasrimetha from SGV-Na Thalang & Co., Ltd. as auditor for the year 2001 with an audit fee Bt600,000 per annum. In case Methee could not perform his duties, Khun Sudjit Boonprakob, Khun Vichein Thamtrakul and khun Winij Silamongkol could assume the position. 7) Consideration for transaction: non-interest shareholders comprising over 75 percent approved the Debt Restructuring Agreement with the intercompany with 1,478,197 shares or 99.53 percent; No votes comprised 7,000 shares or 0.47 percent. 8) Other matters. The shareholders requested the company to provide more information about the directors whose tenure ended, auditors' names and the audit fee in the invited shareholders meeting letter. ITALIAN-THAI: Reports Meeting Results ------------------------------------- Italian-Thai Development Public Company Limited (ITD) announced resolutions made by annual general meeting No. 1/2001 held on April 30, 2001 as follows: 1. To certify the minutes of the annual general shareholders' meeting No. 1/2000 held on April 28, 2000. 2. To ratify 2000 operating results. 3. To approve balance sheet and profit/loss account in the year 2000 ended Dec 31, 2000. 4. To approve the dividend omission and profit appropriation omission for the accounting period in 2000. 5. To appoint Ruth Chawanakawee a certified auditor No. 3247 and/or Songdech Praditsamanont a certified auditor No. 2349 of Ernst & Young Office Limited as auditors with fee Bt1.45 million. 6. To reappoint directors, Dr. Chaijudh Karnasuta and Adisorn Charanachitta and the meeting determined the directors' remuneration of not more than Bt3.3 million per annum and the audit committee's remuneration of not more than Bt600,000 per annum. 7. To perceive the investigation over purchase of cement. SIAM SYNTECH: Restructuring In Progress --------------------------------------- Reference is made to the Creditors Meeting of Siam Syntech Construction Public Company Limited, which has passed a resolution approving the Business Reorganization plan of the Company and the Central Bankruptcy Court has issued an order approving the plan on March 30, 2001. The consequence of which is that Siam Syntech Planner Company Limited is the Plan Administrator of the Company has the authority to implement the Plan in the management of the business and assets of the Company. The Plan Administrator is currently in the process of implementation pursuant to Clause 7.8 of the Plan in restructuring the capital structure, capital increase and decrease of the Company. Details of the process in reducing of registered capital and paid-up capital are prescribed hereunder: (a) Cancellation of authorized but unissued shares in the amount of Bt202,943,050 (divided into 20,294,305 shares at a par value of Bt10 per share);and (b) Reduction of fully paid-up ordinary shares from the amount of Bt397,056,950 (divided into 39,705,695 shares at a par value of Bt10 per share) to Bt3,970,570 in the proportion of 100 existing shares to 1 remaining ordinary shares. To ensure the process is carried out according to the specified plan, the Plan Administrator hereby gives notice of the closing date of the shareholders register to suspend share transfer in order to determine the shareholders of the Company who will be subject to an fully paid-up ordinary shares decrease in the amount accordingly to the aforesaid proportion, from 12.00 p.m. on May 11, 2001 onward until such time as the capital reduction process above mentioned is completed. 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., Washington, DC USA. Lyndsey Resnick, Ronald Villavelez, Maria Vyrna Ni�eza, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. *** End of Transmission ***