/raid1/www/Hosts/bankrupt/TCRAP_Public/010518.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
Friday, May 18, 2001, Vol. 4, No. 98
Headlines
A U S T R A L I A
ANACONDA NICKEL: Responds To FR Article
BHP LIMITED: Announces Extension For Bid For Dia Met
BHP LIMITED: ACCC Won't Meddle In Merger With Billiton
HARTS AUSTRALASIA: Denies Unfounded Claim
ISIS COMMUNICATIONS: FMR Pulls Out As Major S-Holder
JOYCE CORP: Chair Writes To Shareholders
RECKON LIMITED: Intuit Becomes Substantial Holder
C H I N A & H O N G K O N G
GROUP JEWELLERY: Winding Up Petition Set For Hearing
INTERFORM CERAMICS: Shares Plummet As Trading Resumes
LUCKY ASIA: Winding Up Petition Set For Hearing
WELFORD PROFIT: Faces Winding Up Petition
I N D O N E S I A
BANK UNIVERSAL: Incurs Pre-Tax Losses Of Rp6.86-B
GREAT RIVER: Will Use Assets As Collateral In Workout
J A P A N
DAIWA TOSHI: Falls Into Bankruptcy
KDDI CORP: Ditching Bid To List Wireless Unit
MITSUBISHI RAYON: Suffers Group Net Loss Of Y141-M
NICE MIDDLE: Biggest Collapse In April
NTT COMMUNICATIONS: Huge Loss Hits US Unit
K O R E A
DAEWOO MOTOR: Union Team Off To GM To Block Takeover Bid
HYNIX SEMICON: Suffers Net Loss Of W538.9-B In Q1
HYNIX SEMICON: Gov't To Bring W5.6-Trillion Into SGIC
HYUNDAI ENGINEERING: Debt Workout To Be Resolved Today
HYUNDAI ENGINEERING: Auditor's Evaluation Extended
JINDO CORP: Creditors Expect To Incur More Losses
M A L A Y S I A
JASATERA BERHAD: Explains Variance In Results For FY2000
JASATERA BERHAD: To Hold AGM On May 31
LANDMARKS BERHAD: Posts Info Re Disposal Of MNL Shares
TIMBERMASTER INDUSTRIES: Explains Variance Of Results For FY2000
TIMBERMASTER INDUSTRIES: Workout In Progress
P H I L I P P I N E S
NATIONAL BANK: Q1 Losses Swell To P2.01-B
NATIONAL POWER: Compliance With CAA Would Cost P4.45B
URBAN BANK: Exportbank Strikes Rehab Deals
S I N G A P O R E
ASIA FOOD: Gets Extension To Hold AGM
CRAFT PRINT: H1 Loss Stands At S$4.1-M
GOLDEN AGRI: AGM Slated For June
HO WAH GENTING: Auditors Report Business Performance
PACIFIC INTERNET: Q1 Loss Pegged At US$1.54-M
QARIRA PACKAGING: Goes Under Receivership
T H A I L A N D
ASIAN MARINE: Posts Net Loss Of Bt1.2-M For Q1
ASIAN MARINE: Explains Variance In Q1 Results
EMC PUBLIC: Bags Court Approval For Rehab Plan
KRISDAMAHANAKORN: Clarifies Rise In Net Loss
M K DEVELOPMENT: Explains Loss On Operating Results
THAI MODERN: Reports Progress Of Rehab Plan
THAI PETROCHEM: Immigration Police Nabs Debt Managers
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A U S T R A L I A
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ANACONDA NICKEL: Responds To FR Article
---------------------------------------
In reference to the article in the Financial Review (FR) dated
May 15, 2001, entitled "Anaconda Chief Might Win Board Battle",
the company, in reply to the article, announced the following:
"The Company is at an advanced stage in the finalization of a
proposal from a major international fund operating in many
countries with over $20 billion in assets. The proposal, for the
issue of new shares in Anaconda, is before the board of Anaconda
and the Company is discussing the terms of the proposal with
major shareholders.
"Further, a major project finance facility repayable over six
years is also under consideration.
"These initiatives were foreshadowed in the Company's recent
quarterly report."
BHP LIMITED: Announces Extension For Bid For Dia Met
------------------------------------------------------------
BHP Limited (BHP) announced Wednesday that it would be extending
the deposit period for its offers to purchase all of the
outstanding Class A subordinate voting shares (Class A Shares)
and Class B multiple voting shares (Class B Shares) of Dia Met
Minerals Ltd (Dia Met) for C$21.00 cash per share.
The deposit period under the offers will be extended from 6:00
pm (Pacific Standard Time) on May 18, 2001 to 6:00 PM (Pacific
Standard Time) on June 20, 2001.
The deposit period for the offers is being extended solely as a
result of the notification procedure under the competition law
of Belgium, where a significant portion of the world's rough
diamonds are traded. The offers are subject to the approval of
the Belgian competition authorities, comprised of a Competition
Service and a Competition Council.
BHP and Dia Met filed a notification with the Belgian
competition authorities with respect to the offers on May 3,
2001. Under Belgian law, the competition authorities have a
maximum period of 45 days to review the matter.
Following a standard investigation to be conducted by the
Competition Service, the Competition Council will decide whether
to approve the notified transaction. If the Competition Council
does not render a decision within the 45-day period, the matter
is deemed to be approved.
The Competition Council recently completed a strike that lasted
for several weeks. As a result of the backlog of work now faced
by the Competition Council, BHP may have to wait until the
expiry of the full 45-day period.
BHP understands that under such a scenario, the notified
transaction will be deemed to be approved only on June 20, 2001.
Accordingly, the deposit period under the offers is being
extended to 6:00 PM (Pacific Standard Time) on June 20, 2001.
BHP has received an Advance Ruling Certificate from the Canadian
Competition Bureau and requires no further regulatory approvals
under either the Competition Act (Canada) or the Investment
Canada Act in respect of its offers for Dia Met. BHP is not
aware of any other required regulatory approvals in respect of
the offers.
A notice of extension and variation of the offers will be mailed
to Dia Met shareholders shortly. The offers are not being varied
in any other respect. The lock-up agreement between BHP and Mrs
Marlene Fipke and Mr David Mackenzie, who together own 22
percent of the Class A Shares and 39 percent of the Class B
Shares, remains in effect.
Dia Met is a publicly traded Canadian mineral exploration and
development company with a primary focus on diamonds. The
company's principal asset is a 29 percent joint venture interest
in the Ekati Diamond Mine(TM), Canada's first commercial diamond
mine.
BHP is the operator of the Ekati Diamond Mine(TM) and owns a 51
percent joint venture interest. Charles Fipke and Stewart
Blusson own 10 percent of the joint venture respectively.
BHP LIMITED: ACCC Won't Meddle In Merger With Billiton
------------------------------------------------------
The Australian Competition and Consumer Commission does not
intend to intervene in the proposed merger of BHP and Billiton,
ACCC Chairman, Professor Allan Fels, announced today.
BHP and Billiton plan to combine their businesses and to align
the economic interests of their shareholders, by means of a dual
listed company structure. This involves the two companies
continuing as separate legal entities but operating as if they
were a single economic unit.
"In Australia BHP is engaged in the production of metallurgical
coal and thermal coal, steel, oil and natural gas, iron ore,
silver, lead and zinc while Billiton is involved the production
of aluminum, manganese, nickel, cobalt and thermal coal.
"While the companies have extensive mining operations in
Australia and overseas, there is only a minor overlap between
the parties in Australia in the production and sale of thermal
coal.
"Thermal coal is used mainly for the production of electricity
and metallurgical coal is used in blast furnaces to produce iron
and steel and as a reductant in the refining of other metals
such as aluminum. Australia exports over 50 per cent of its
thermal coal and 90 per cent of its metallurgical coal.
"The merger does not result in any increase in concentration in
the market for the production of metallurgical coal. In regard
to thermal coal the merged entity will account for less than 10
per cent of production. There are alternative domestic suppliers
of thermal coal including Rio Tinto, Mitsubishi, MIM and
Wesfarmers.
"The ACCC concluded that the proposed merger is not likely to
result in a substantial lessening of competition in any market."
HARTS AUSTRALASIA: Denies Unfounded Claim
-----------------------------------------
The attempt by Gough Partnership Pty Ltd to substitute it as a
Creditor in an existing winding up application before the court
is being vigorously defended by the Harts Group.
Harts denies any allegation that the monies are owed, the claim
has no merit and is unfounded.
Harts is preparing a counter claim for a significantly larger
amount against Gough Partnership.
ISIS COMMUNICATIONS: FMR Pulls Out As Major S-Holder
----------------------------------------------------
FMR Co ceased to be a substantial shareholder in Isis
Communications Limited on May 11, 2001.
JOYCE CORP: Chair Writes To Shareholders
----------------------------------------
To inform and clarify the position of Joyce Corporation Limited,
Chairman D.A. Smetana, on behalf of the Board of Directors,
wrote the following to the company's shareholders:
"The directors regret the recent developments affecting your
Company and the circumstances which led to the appointment of
the receivers and managers. We would like to inform you of the
position as we presently perceive it.
"As shareholders will likely be aware, a substantial part of the
activities of the Company's rural business fall in the April to
June quarter, in line with Australia's winter cropping programs.
To meet the seasonal demand the Company requires additional
short term finance to fund the significantly higher level of
stock that is required, and in past years our lead bank has
provided a seasonal finance facility for this purpose. Until
recently we were given reason to believe that this short term
seasonal requirement would continue to be provided by the bank
this year.
"In submitting the proposal to the bank for an expanded seasonal
finance facility, the directors demonstrated that the Company
was financially viable and had a profitable future (despite the
adverse external economic influences currently being
experienced), with performance likely to improve as strategic
plans are implemented. An accompanying reduction in financial
gearing to a moderate level was expected in the near term. To
support the request for the seasonal facility, an independent
report was commissioned to review the Company's business plans
and strategies and its management capabilities. This report from
KPMG was supportive of management and of the Company's
strategies for the future, although it raised some industry and
market issues.
"Contrary to our understandings, the bank unexpectedly
determined that it would not provide the seasonal finance
facility to meet the Company's short term requirements for this
year. In view of the potential consequences of this action, the
directors believed it was appropriate to request the Stock
Exchange to suspend the Company's shares, while they sought
alternate sources of finance. The directors then sought and
quickly obtained what they considered appropriate alternate
funding for the Company's short-term seasonal cash requirements,
but those alternate sources of finance were not acceptable to
the Company's bankers who then withdrew their financial support.
As a consequence and in view of such short notice the banks gave
us no alternative but to agree with their request that the
Company request the banks to appoint a receiver. This occurred
on May 4 when Barry Honey and Robyn McKern of KPMG were
appointed joint receivers and managers.
"As advised in our Half Year Report to Shareholders, the Company
has entered into an agreement for the sale of its Melbourne
factory property for $7.1 million. Other asset sales are
currently being negotiated, and it was anticipated that the
Company's gearing would reduce to a moderate level in the short
term as a result of these transactions.
"The directors remain optimistic that, as a result of the sale
of assets and other management actions, the term of the
appointment of the receivers and managers should be completed
within six months, after which the Company would be able to
resume normal operations for the benefit of shareholders and
other stakeholders. The directors and management believe that
this is a realistic prospect and are committed to achieving that
outcome. With regard to the interim dividend of 2 cents, which
has been declared and is due for payment or July 3, 2001, the
receivers and managers have stated that this dividend will not
be paid while the Company remains in receivership.
"We hope that this letter helps to keep you informed and
clarifies the position in which the Company has been placed."
RECKON LIMITED: Intuit Becomes Substantial Holder
-------------------------------------------------
Intuit Ventures Inc is now a substantial shareholder in Reckon
Limited on May 17, 2001 with a relevant interest in the issued
share capital of 12,028,245 ordinary shares, or 11.2 percent in
stake.
================================
C H I N A & H O N G K O N G
================================
GROUP JEWELLERY: Winding Up Petition Set For Hearing
----------------------------------------------------
The petition to wind up Group Jewellery Arts Limited is set to
be heard before the High Court of Hong Kong on May 23, 2001. The
petition was filed on March 26, 2001, by Group Brothers Limited
whose registered office is situated at 17th Floor of One Hysan
Avenue, Causeway Bay, Hong Kong.
INTERFORM CERAMICS: Shares Plummet As Trading Resumes
-----------------------------------------------------
As shares trading of restructured Interform Ceramics
Technologies resumed Wednesday, after its seven-month suspension
from the market, Interform shares plummeted 83.54 percent, which
was attributed to a placement prior to resumption of trading of
1.77 billion new shares, South China Morning Post reported
yesterday. The shares were placed at 1.1 HK cent each, 93.03
lower than its price of 15.8 HK cents prior to suspension.
After the share placement, Tian An China, including its related
investors, took over 90 percent of Interform shares, the report
said.
According to the Post report, the share placement made the
public flotation of Interform shares double to 10 percent.
The ceramic tiles maker and distributor nearly stumbled to
bankruptcy as it incurred debts amounting to HK$1.03 billion.
However, Tian An China Investments, a real property developer
based in the Mainland, came as white knight and took over the
company, the report said.
The company then went into restructuring under whose plan
creditors, including ABN Amro, Citibank, and Bank of East Asia,
swapped much of their debt for a small fraction of the stake in
the company.
LUCKY ASIA: Winding Up Petition Set For Hearing
-----------------------------------------------
The petition to wind up Lucky Asia (Group) Investment Limited is
scheduled to be heard before the High Court of Hong Kong on May
30, 2001. The petition was filed with the said court on March
26, 2001 by Bank of Communications, Hong Kong Branch whose place
of business is situated at 20 Pedder Street, Central, Hong Kong.
WELFORD PROFIT: Faces Winding Up Petition
-----------------------------------------
Welford Profit Industries Limited is facing a winding up
petition, which will be heard before the High Court of Hong Kong
on June 6, 2001. The petition was filed with the court on April
11, 2001 by Sin Hua Bank Limited, a banking corporation duly
incorporated under the laws of The People's Republic of China
and having branch office at No.2A Des Voeux Road Central, Hong
Kong.
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I N D O N E S I A
=================
BANK UNIVERSAL: Incurs Pre-Tax Losses Of Rp6.86-B
-------------------------------------------------
Bank Universal sustained pre-tax losses of Rp6.86 billion for
the year 2000, thus posting net losses of Rp30.55 billion in the
last quarter of the same year, IndoExchange News reported
yesterday, adding that the company has been making losses for
the last three straight years.
Notwithstanding the losses incurred, the bank last year extended
around Rp2,131.69 billion in new loans, whereby increasing its
total loan portfolio by 59.34 percent to Rp5,723.85 billion at
the end of the financial period 2000.
Moreover, its debt to equity ratio stands at 4,090.87 percent.
Bank Universal, the report said, was one of the seven private-
run banks that received in 1999 bailout package from the
government by way of a recapitalization program worth Rp4.1
trillion of fresh fund.
As a result, the government, through the Indonesian Bank
Restructuring Agency, at present holds controlling stake of
78.65 percent, diluting former owner Astra International's stake
to 11.53 percent stake. The rest is owned by the investing
public.
GREAT RIVER: Will Use Assets As Collateral In Workout
-----------------------------------------------------
PT Great River International, a garment-making firm, is planning
to use its assets as collateral in its proposed debt
restructuring program, which has been signed with the company's
creditors, Asia Pulse reported Wednesday. However, the company
will need to seek the green light from its shareholders.
According to Great River President Doddy Soepardi, the workout
plan, which will entail cash payments, two-year installment
terms, debt rollover, and debt-to-equity conversion, will cover
debts amounting to Rp1.6 trillion.
=========
J A P A N
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DAIWA TOSHI: Falls Into Bankruptcy
----------------------------------
Daiwa Toshi Kanzai in April dropped into bankruptcy with
liabilities totaling Y48 billion, AFX-Asia reported Wednesday,
citing Teikoku Databank. Daiwa Toshi ranked second as the
biggest corporate collapse in Japan for the month of April.
According to the AFX-Asia report, corporate bankruptcy cases in
April climbed 4.4 percent year-on-year to 1,631, which is
considered as the third highest level since the second World
War.
KDDI CORP: Ditching Bid To List Wireless Unit
---------------------------------------------
Major Japanese telecommunications firm KDDI Corporation has
decided to toss its bid to spin off its cellular phone
operations and list the proposed new subsidiary on the Tokyo
Stock Exchange (TSE), as the company foresees less gains in the
said plan owing to the present market status of stocks from the
telecommunications and related sectors, Yomiuri Shimbun reported
yesterday, citing company sources.
As included in the company's midterm business plan, the report
said, KDDI proposed to list the cellular phone business to
generate revenues that could be used to repay a fraction of its
interest-bearing debts already amounting to Y2.2 trillion.
However, after ditching the plan, the company is pushing with
negotiations with foreign-affiliated companies to sell off its
three cellular phone units, wherein the KDDI holds 55 percent
stake, the report said.
MITSUBISHI RAYON: Suffers Group Net Loss Of Y141-M
--------------------------------------------------
Mitsubishi Rayon Company posted, for the year ended March 31, a
consolidated net loss of Y141 million, Kyodo News reported
Wednesday. The company, the report said, attributed the loss to
evaluation losses on securities holdings and provisions for
shortfall from retirement allowance reserves.
NICE MIDDLE: Biggest Collapse In April
--------------------------------------
Bankrupt Nice Middle Sports Club was named the biggest corporate
collapse in Japan for the month of April, as the company
sustained debts totaling Y66 billion, AFX-Asia reported
Wednesday, citing Teikoku Databank.
NTT COMMUNICATIONS: Huge Loss Hits US Unit
------------------------------------------
NTT Communications Corporation's American Internet-service unit,
Verio Inc, sustained a net loss of US$777 million for the year
ended December 31 on revenue of $328 million, and the figures,
the company feared could still balloon to $1.29 billion on
revenue of $454 million, Asian Wall Street Journal reported
Wednesday.
The loss was incurred, the Journal said, eight months after NTT
Communications acquired 90 percent of Verio for $5 billion, a
deal struck in the wake of last year's technology-stock bubble.
Notwithstanding the huge loss, parent NTT Communications remains
confident with regard to its American venture. NTT
Communications President Masanobu Suzuki told Journal, "We
believe that Verio itself and our global strategy will improve
steadily."
At home, NTT Communications posted for the year ended March 31 a
net income of Y42.2 billion on revenue of Y1.36 trillion,
Journal said.
=========
K O R E A
=========
DAEWOO MOTOR: Union Team Off To GM To Block Takeover Bid
--------------------------------------------------------
A team of representatives of Daewoo Motor Company's labor union
are heading for the United States later in the month,
particularly to the General Motors headquarters to stage a
protest action against the American carmaker's takeover bid at
the troubled Korean carmaker, The Korea Herald reported
Wednesday, citing a union official. The delegation is scheduled
to leave in time with Daewoo Chairman Lee Jong-dae's trip to the
US, to visit Daewoo's affiliates in New York and Los Angeles
from May 28 to June 3.
According to the Herald source, as quoted in the report, the
delegation will be composed of seven labor union members from
Daewoo Motor and the Korean Confederation of Trade Unions.
The Korean delegation, moreover, will be given accommodations
and assistance by the United Auto Workers (UAW) in the U.S.
The union official told Herald, "Daewoo should be allowed to
survive on its own. It should not be sold to a foreign firm."
The official also added that GM's bid was to takeover Daewoo's
assets and not its controlling stake would compel the Korean
carmaker's creditors not to write off its debts, and thus
placing them at the risk of losing around W8 trillion.
The union official further added, "Daewoo should be allowed to
survive on its own. It should not be sold to a foreign firm."
HYNIX SEMICON: Suffers Net Loss Of W538.9-B In Q1
-------------------------------------------------
Hynix Semiconductor Incorporated sustained in the first quarter
ended March 31 a net loss of W538.9 billion, ballooning from a
loss of W49 billion in the same period last year, Asian Wall
Street Journal reported Wednesday, citing a company disclosure.
The loss made on sales of only W1.76 trillion, falling from last
year's W2.21 trillion.
Hynix's operating profit, for the same period, stood at W68.7
billion, while its non-operating expenses, which included
interest payment and foreign exchange losses, amounted to W683.2
billion, the report said.
At the end of the period, Hynix's liabilities dropped slightly
to W11.06 trillion from W11.8 trillion in last year's
corresponding period.
HYNIX SEMICON: Gov't To Bring W5.6-Trillion Into SGIC
-----------------------------------------------------
The South Korean government, through its Ministry of Finance and
Economy, has decided to infuse public fund totaling W5.6
trillion into Seoul Guarantee Insurance Company (SGIC), Asian
Wall Street Journal reported Wednesday.
With this move, the Journal said, bright hope is cast on the
former units of the Hyundai Group and Daewoo Group, as this
fresh fund would be used to pay for maturing corporate bonds
issued by troubled Korean companies, including those undergoing
debt workouts with their creditors.
This decision came after Seoul Guarantee promised last week to
provide cash-strapped chipmaker Hynix Semiconductor
Incorporated, a former unit of the troubled Hyundai Group, with
a rollover of its corporate bonds worth W600 billion.
However, amid these positive developments, analysts foresee
trouble, citing that the government could be charged of
breaching World Trade Organization's (WTO) subsidies code, due
to the support given by Seoul Guarantee, which is 98-percent
owned by the state, to Hynix.
Under the WTO code, private companies cannot receive direct
assistance from the government, the Journal said.
HYUNDAI ENGINEERING: Debt Workout To Be Resolved Today
------------------------------------------------------
Shareholders of beleaguered Hyundai Engineering and Construction
(HDEC) are scheduled to meet today in a special meeting to draw
up a debt rescheduling program for the company, The Digital
Chosun reported yesterday.
Also, the shareholders will decide regarding the appointment
Shim Hyun-young as new chairman of the Hyundai Group, and to
pass a write-down of the firm's capital as proposed by the
company's creditors.
Earlier, the Seoul District Court rejected a motion raised by
HDEC minor shareholders seeking an injunction to thwart the
voting rights of major creditor banks, namely Korea Exchange
Bank (KEB) and Korea Development Bank.
After today's special shareholders' meeting, HDEC's creditor
banks will hold a plenary meeting of all HDEC creditor groups to
discuss on how to proceed with the proposed capital reduction
and debt-equity swap, Chosun said.
HYUNDAI ENGINEERING: Auditor's Evaluation Extended
--------------------------------------------------
The evaluation of the assets and liabilities of troubled builder
Hyundai Engineering and Construction (HDEC) has been extended to
the end of May to secure a more thorough outcome, The Digital
Chosun reported yesterday.
JINDO CORP: Creditors Expect To Incur More Losses
-------------------------------------------------
After dropping a debt workout plan for debt-laden Jindo
Corporation, the company's creditors from the local financial
sector now anticipate more losses, The Korea Herald reported
Wednesday, citing the Financial Supervisory Service (FSS).
Jindo owes a total of W1.2 trillion in debts, of which W900
billion is owed to creditor banks and W200 billion to creditors
from the non-banking sector.
Along with the decision to drop a debt workout plan, the
creditors vowed not to provide any more financial aid to the
maker of fur coats and containers.
As a result, the report said, the company decided to file for
court protection as soon as all documents have been prepared.
===============
M A L A Y S I A
===============
JASATERA BERHAD: Explains Variance In Results For FY2000
--------------------------------------------------------
Jasatera Berhad announced its explanation on the variance for
the group loss after taxation between the audited and unaudited
results for the year ended 31st January 2001 as follows:
Loss after taxation as per unaudited result: RM4,651,000
Loss after taxation as per audited result: RM6,811,955
Variance: RM2,160,955
The variance reflects an amount of recovery arising from a High
Court decision made in favor of a wholly owned subsidiary of the
Company.
This amount had been taken into income in the unaudited accounts
based on the court decision but the external auditors are of the
opinion that the amount should not be taken as income yet since
the defendant's ability to pay has not been established.
Background
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.
The Company has participated in various construction projects
including the 88-storey Petronas Tower, KLIA and Commonwealth
Sports Centre in Bukit Jalil.
In September 2000, the Company proposed to undertake a debt
settlement scheme involving a capital reduction and a rights
issue.
JASATERA BERHAD: To Hold AGM On May 31
--------------------------------------
Jasatera Berhad announced that the company will hold its 18th
Annual General Meeting at The Greens Room, Tropicana Golf &
Country Club, Jalan Kelab Tropicana, Off Jalan Tropicana Utama,
Persiaran Tropicana, Tropicana Golf & Country Resort, 47410
Petaling Jaya, Serlangor Darul Ehsan on Thursday, 31st May 2001
at 10.00 AM for the following purposes:
1) To receive and adopt the Audited Accounts for the year ended
31st January, 2001 together with the Reports of the Directors
and Auditors thereon. (Resolution 1)
2) To approve Directors' Fees. (Resolution 2)
3) To re-elect the following Director retiring pursuant to
Article 80 of the Company's Articles of Association and being
eligible, offer himself for re-election:
(a) Datuk Yeop Adlan Bin Che Rose (Resolution 3)
4) To re-appoint Auditors Shamsir Jasani Grant Thornton and to
authorize the Directors to fix their remuneration. (Resolution
4)
5) To transact any other ordinary business of the Company for
which due notice shall have been given.
LANDMARKS BERHAD: Posts Info Re Disposal Of MNL Shares
------------------------------------------------------
Landmarks Berhad announced that with regard to the disposal of
its shares in Mayne Nickless Limited (MNL), none of the
directors and/or substantial shareholders of Landmarks Berhad
have any interest, direct or indirect, in the aforesaid
disposal.
Landmarks will seek the ratification or approval of its
shareholders in respect of the MNL shares that have been
disposed of and the disposal of the balance MNL shares. The
disposal is not subject to the approval of any government
authorities.
The disposals will enable Landmarks to reduce the group's
gearing by paying of debts.
Background
Landmarks is an investment holding company while its
subsidiaries' businesses include property investment and
development, hotel and resort operation, healthcare services,
golf courses operation, and civil engineering works.
The Landmarks Group owns approximately 27 percent of Shangri-La
Hotels. It also has stakes in some of Malaysia's best known
properties, including one of KL's oldest malls, the Sungei Wang
Plaza, and the Carcosa Seri Negara Hotel. The Group also owns
two well-known resorts, namely, the Telok Datai Resort and the
Andaman Resort, both located in Langkawi Island.
In 1999, the Group ventured into the provision of healthcare
services through the acquisition of 100 percent in Peremba
Healthcare Sdn Bhd, which owns 24.7 percent in Australian
Hospital Care Ltd, a company listed on the Australian Stock
Exchange.
Since then, the Group has continued to pursue opportunities
including building or acquiring private hospitals, privatization
projects and participation in the telemedicine flagship for the
MSC.
Currently, the Group is undergoing a debt restructuring
exercise, which includes the divestment of certain assets to
reduce gearing. As part of the restructuring, Landmarks has sold
its stake in the Parkroyal hotels in KL and Penang. It also has
plans to sell Telok Datai Resort.
The completion of the rationalization exercise allows the Group
to make an exit from the hospitality business for reinvestment
into the healthcare industry.
TIMBERMASTER INDUSTRIES: Explains Variance Of Results For FY2000
----------------------------------------------------------------
With reference to the Quarterly Report of the unaudited
consolidated results for the year ended 31 December 2000
announced on 28 February 2001 and the audited consolidated
results for the financial year ended 31 December 2000 announced
on 11 May 2001, Timbermaster Industries Berhad announced that
the difference of RM99,490,834 between the net loss shown in the
audited consolidated results for the year ended 31 December 2000
of RM142,484,197 and the unaudited consolidated results for the
year ended 31 December 2000 of RM42,993,363 is mainly due to the
following:
* Fixed assets impairment losses categorized under `Other
Operating Expenses' of RM99,889,751 in the audited consolidated
results. The fixed assets impairment losses are due to the
writing down in the value of fixed assets of TMIB's subsidiaries
to their revalued figures. The unaudited consolidated results
did not provide for the fixed assets impairment losses.
* Overprovision of Finance Cost of RM1,769,681 in the unaudited
consolidated results. In the unaudited consolidated results, the
Finance Cost was estimated at RM27,775,000 for the year ended 31
Dec 2000. In the audited consolidated results, the Finance Cost
of RM26,005,319 reflected the actual interest charged by lenders
for the year ended 31 December 2000.
Background
Timbermaster Industries Berhad (TIB) and four of its
subsidiaries, are currently under the management of Special
Administrators, Messrs PricewaterhouseCoopers. They were
appointed to these companies by Pengurusan Danaharta Nasional
Bhd on 14 December 1999 and 24 January 2000.
The objective of the appointment is to formulate a corporate and
debt restructuring proposal which takes into consideration the
interest of all stakeholders.
TIB and these subsidiaries have a 12-month moratorium period,
which prohibits the creditors from taking any legal action
without Danaharta's prior consent.
On 3 April 2000, the Special Administrators made an invitation
to the public to tender for some of the Group's business and
assets.
Subsequently, on 24 August 2000, on behalf of TIB, the Special
Administrators entered into a MOU with Foowood International Sdn
Bhd (FISB), the shareholders of FISB, Brilliant Vintage Sdn Bhd
(BVSB) and Capital Salute Sdn Bhd (CSSB), to regulate the basic
understanding of the key areas of agreement.
The key areas of the proposed workout agreement include purchase
of certain assets of TIB's two subsidiaries by a newly
incorporated company (Newco), acquisition of the business of
FISB, BVSB and CSSB by Newco, capital reconstruction and share
exchange exercise, and debt restructuring.
The Group's ability to continue as a going concern entity in the
foreseeable future relies on the successful outcome of the
agreement, without which the Group is not expected to generate
any viable income.
TIMBERMASTER INDUSTRIES: Workout In Progress
--------------------------------------------
Further to the monthly status announcement made on 2 April 2001,
Timbermaster Industries Berhad (TMIB) announced TMIB's plan to
regularize its financial condition via a workout proposal to be
developed by the Special Administrators of TMIB was still in
progress.
A press release was made on 30 April 2001 inviting interested
parties to participate in the workout of TMIB.
=====================
P H I L I P P I N E S
=====================
NATIONAL BANK: Q1 Losses Swell To P2.01-B
-----------------------------------------
Philippine National Bank (PNB), in a disclosure report to the
Securities and Exchange Commission, posted for the first quarter
of the current year losses of P2.01 billion, swelling from
P932.63 million in the same period last year, The Manila Times
reported yesterday.
The loss, the Times said, burgeoned due to higher interest
expenses, pegged at P3.35 billion and allocations for possible
loan shortfalls, amounting to P538.71 million.
The company's failure to achieve a planned turnaround in the
business performance was blamed on the stalled execution of the
bank's rehabilitation plan, pending another review by the
government.
NATIONAL POWER: Compliance With CAA Would Cost P4.45B
-----------------------------------------------------
The National Power Corporation may not be able to comply with
the Clean Air Act (CAA) as its 2001 budget does not provide for
it, The Philippine Star reported Wednesday.
According to the report, citing documents from the power utility
firm, Napocor's generation companies (Gencos) would need
investment funds totaling P4.45 billion to comply with the CAA
so as to retrofit power plants and refineries and costs, to
fulfill all necessary monitoring and reportorial requirements.
URBAN BANK: Exportbank Strikes Rehab Deals
------------------------------------------
The Export and Industry Bank (Exportbank) and the National
Association of Urban Bank Inc and Urbancorp Investments Inc
Depositors and Creditors (Naud) have won the nod of Urban Bank's
major depositors, creditors and shareholders to proceed and
execute with the rehabilitation and re-opening of the closed
bank and its investment arm beginning this July, The Philippine
Daily Inquirer reported yesterday.
The deals with those with claims against Urban Bank were struck,
signed and submitted as required by the Philippine Deposit
Insurance Corporation (PDIC), The Inquirer said. Exportbank and
Naud have already won the concurrence of the Social Security
System to subscribe to a three-year bond.
Exportbank and Naud made a joint proposal to rehabilitate Urban
Bank, whose plan was to integrate Urban Bank and its investment
arm, Urbancorp into a commercial bank that would boast of a
capital base of P3.5 billion, and which in a year's time, would
be merged with Exportbank.
=================
S I N G A P O R E
=================
ASIA FOOD: Gets Extension To Hold AGM
-------------------------------------
Asia Food & Properties Ltd (AFP) announced yesterday the company
has been granted an extension, up to 31 August 2001 under
Section 201 of the Companies Act, Chapter 50, to hold its Annual
General Meeting (AGM) in respect of the financial year ended 31
December 2000. The Company will hold its Annual General Meeting
on Thursday, 28 June, 2001 and will dispatch its Annual Report
to shareholders on 13 June 2001.
Background
Headquartered in Singapore, AFP is an investment holding company
with operational businesses in agri-resources, food and
property. Listed on the Singapore Exchange in 1997, AFP's
principal operations are located in Indonesia, China, Singapore
and Malaysia.
The AFP Group of Companies employs more than 60,000 people with
strong local, regional and international knowledge and
experience. The AFP Group reported a turnover of S$1.4 billion
in 2000.
CRAFT PRINT: H1 Loss Stands At S$4.1-M
--------------------------------------
Craft Print International Limited's loss for the first half-year
ended March 31 burgeoned to S$4.1 million from a loss of
S$568,000 posted in the previous year's corresponding period,
Asian Wall Street Journal reported Tuesday, citing a reports of
the Straits Times. The loss, the report said, was made as a
result of dwindling sales turnouts, bad debt allocations, and
startup costs for a unit engaged on design and print.
GOLDEN AGRI: AGM Slated For June
--------------------------------
Golden Agri-Resources Ltd announced yesterday that the company
will be holding its Annual General Meeting in respect of the
financial year ended 31 December 2000 on Thursday, 28 June 2001
and will dispatch its Annual Report to shareholders on 13 June
2001.
HO WAH GENTING: Auditors Report Business Performance
----------------------------------------------------
The directors of Ho Wah Genting International Ltd announced the
Auditors' Report together with the notes 1 and 7 to the
Financial Statements for the year ended 31 December 2000 as
follows:
Auditors' Report
"We have audited the accompanying balance sheets of Ho Wah
Genting International Ltd and of the group as at December 31,
2000, and the profit and loss statements, the statement of
changes in equity of the company and of the group and
consolidated cash flow statement of the group for the year then
ended. 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
the audit to obtain reasonable assurance about 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.
"As disclosed in Note 1 to the financial statements, the going
concern of the company and of the group will be dependent on the
financial support from the major shareholder, Dato' Lim Hui
Boon, and/or the successful completion of the acquisition of an
interest in the operations of two toll roads in the People's
Republic of China.
"The directors are presently ascertaining the outcome of these
matters. The validity of the going concern assumption on which
the financial statements are prepared depends on the successful
conclusion of these matters. If the company and the group were
unable to continue in operational existence for the foreseeable
future, adjustments may have to be made to reflect the situation
that assets may need to be realized other than in the normal
course of business and at amounts which could differ
significantly from the amounts at which they are currently
recorded in the balance sheet.
"In addition, the company may have to provide for further
liabilities that might arise, and to reclassify non-current
assets and non-current liabilities as current assets and current
liabilities respectively.
"Until the outcome of the above matters are concluded, we are
unable to form an opinion as to whether the going concern basis
of presentation of the financial statements is appropriate.
"Because of the significance of the matters discussed above, we
are not in a position to, and do not, express an opinion on
whether the accompanying financial statements and consolidated
financial statements are properly drawn up in accordance with
the provisions of the Singapore Companies 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 as at
December 31, 2000 and of the results and changes in equity of
the company and of the group and cash flows of the group for the
financial year then ended; and
"(ii) the other matters required by Section 201 of the Act to be
dealt with in the financial statements and consolidated
financial statements.
"In our opinion 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 all the subsidiaries of which we have not acted as
auditors, being financial statements included in the
consolidated financial statements. The names of these
subsidiaries are indicated in Note 7 to the financial
statements.
"We are satisfied that the financial statements of the
subsidiaries that are 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 also qualified as the subsidiaries depend on
financial support from the company and the group.
"The auditors' reports of the subsidiaries incorporated in
Singapore did not include any comment made under Section 207 (3)
of the Act.
Notes To Financial Statements
December 31, 2000
General And Going Concern
"The company is incorporated in the Republic of Singapore with
its registered office and principal place of business at 182 Gul
Circle, Jurong, Singapore 629630. The financial statements are
expressed in Singapore dollars.
"The principal activities of the company consist of investment
holding and the provision of management services to related
companies.
"The principal activities of the subsidiaries and associates is
disclosed in Notes 7 and 8 of the financial statements.
"During the financial year, the following events took place:
* The group incurred a net loss before extraordinary item of
$558,000 during the financial year and as at December 31, 2000,
its current liabilities exceeded its current assets by
$8,121,000 and had a capital deficiency of $4,352,000.
"* The company breached the financial covenants stated in the
credit facilities agreement in 1999, which allows the bank to
demand immediate repayment, which has since been paid in 2000 as
explained in Note 12. These credit facilities comprise both
loans and bank overdrafts amounting to $4.24 million as at
December 31, 2000. These credit facilities are under the
personal guarantee of a director, Dato' Lim Hui Boon, who is
also the substantial shareholder of the company.
"On March 30, 2001, the bank had withdrawn and recalled the
entire banking facilities as the company defaulted and failed to
make payment on the outstanding overdraft and term loan
facilities.
"On April 18, 2001, the bank agreed to extend to the company a
revised line of credit subject to the bank's terms and
conditions after securing an additional personal guarantee for
$5,000,000 from Dato' Lim Hui Boon, a substantial shareholder of
the company.
"* Following the petition for winding up of a subsidiary, Ho Wah
Genting Electric Sdn Bhd (HWGE), the company has liabilities
arising from the corporate guarantee given by the company to
certain banks for credit facilities of HWGE. A provision was
made net of estimated market value of the fixed assets of HWGE
as the loans are secured on the assets of HWGE as disclosed in
Note 13. Any shortfall arising from the disposal of these assets
will be borne by the company.
"* On June 17, 2000, the company entered into a conditional sale
and purchase agreement for the acquisition of concession rights
to operate toll roads in Heilongjiang Province in the People's
Republic of China and to acquire certain assets relating thereto
in exchange for 4.8 billion new $0.25 ordinary shares issued at
par in the company. As the conditions precedent set out in the
agreement have not been fulfilled, the agreement has lapsed.
"On November 29, 2000, the company had entered a conditional
sale and purchase agreement to acquire an interest in the
operations of two toll roads situated in Heilongjiang Province
in the People's Republic of China by way of acquisition of the
entire issued and paid up share capital of Heng Da Investments
Pte Ltd (Heng Da) for a consideration of $190 million.
"Heng Da, incorporated in the Republic of Singapore, is the
legal and beneficial owner of:
"a) a 52 percent stake in each of Long Da, Long Jia and Long Yi,
whose principal business is to contract and operate the first
toll road.
"b) a 25 percent stake in each of Long Ma, Long Chang and Long
Yi, whose principle business is to contract and operate the
second toll road.
"The consideration will be paid in full by the issue of
759,626,280 new $0.25 ordinary shares issued at par in the
company to the Heng Da shareholders.
"It is stated in the agreement that the major shareholder of
Heng Da will provide an interest free advance of $7,000,000 to
the company for the purposes of working capital within 90 days
from the completion of the abovementioned proposed transactions.
The expected completion date for the proposed transaction is May
31, 2001.
"The going concern of the company and of the group will be
dependent on the financial support from the major shareholder,
Dato' Lim Hui Boon, and/or the successful completion of the
abovementioned proposed transaction.
"In the event that the above fails to be completed, adjustments
may be required to reflect the situation that assets may need to
be realized other than in the amounts at which they are
currently recorded in the balance sheets. In addition, the
company and the group may have to provide for further
liabilities that may arise and to reclassify non-current assets
and non-current liabilities as current assets and current
liabilities respectively."
PACIFIC INTERNET: Q1 Loss Pegged At US$1.54-M
---------------------------------------------
Pacific Internet Limited posted for the first quarter ended
March 31 a net loss of US$1.54 million, slightly lower than its
on-year loss of US$1.76 million, The Asian Wall Street Journal
reported Tuesday. The drop, the company announced, was
attributed to "effective cost management across the business
units."
The Internet service provider's revenue went up by 14 percent to
US$16.37 million from US$14.39 million, as its base of dial-up
subscribers and broadband subscribers increased 21 percent and
80 percent respectively to 376,405 and 4,385 subscribers.
Pacific Internet, the Journal report said, maintains operations
in Singapore, Australia, Hong Kong, Philippines, India and
Thailand.
QARIRA PACKAGING: Goes Under Receivership
-----------------------------------------
Seatown Corporation Ltd announced Wednesday that Qarira
Packaging (M) Sdn Bhd, a company incorporated in Malaysia, and
in which Seatown's 70 percent-owned subsidiary Pacific Best Pte
Ltd has a 50.3 percent equity interest, has been placed under
receivership on 5 April 2001 by Perbadanan Usahawan Nasional
Berhad. PUNB is a 22.6 percent shareholder of Qarira.
The receivership was made pursuant to a Debenture signed between
PUNB and Qarira on October 28, 1997 under which PUNB was
entitled to appoint managers and receivers in the event a
default occurred. Qarira has defaulted in the payment of
interest to PUNB under a Loan Stock Agreement of even date.
The receivership of Qarira is not expected to have any material
financial impact on the Company as the Company has fully
provided for the loss of this investment in FYE September 30,
2000.
===============
T H A I L A N D
===============
ASIAN MARINE: Posts Net Loss Of Bt1.2-M For Q1
----------------------------------------------
Asian Marine Services posted for the first quarter ended March
31 a consolidated net loss of Bt1.2 million, down by around 98
percent from Bt56.5-million net loss made in the same period
last year, Bangkok Post reported Tuesday.
ASIAN MARINE: Explains Variance In Q1 Results
---------------------------------------------
Asian Marine Services Public Company Limited explains causes and
reasons for the decrease in net loss of Bt55 million or 98
percent from net loss of Bt56.5 million in the first quarter of
the year 2000 as opposed to net loss of Bt1.2 million over the
same period of this year. The major causes are as follows:
1. Increase in gross profit to Bt52 million from services mainly
due to the cost of services of Navy shipbuilding project booked
in the first quarter of the year 2000;
2. Decrease in Selling and Administrative Expense to Bt4
million;
3. Others Bt1 million.
Decrease in net loss totals Bt55 million.
EMC PUBLIC: Bags Court Approval For Rehab Plan
----------------------------------------------
EMC Public Company Limited announced that the Central Bankruptcy
Court considered the company's rehabilitation plan at 9.30 a.m.,
May 15, 2001. The court ruled the following:
1. The central bankruptcy court ordered to approving the plan
and appointed EMC Power Co.,Ltd. as the plan administrator .
2. A committee of creditors has four persons, composed of
Bangkok Bank Plc., Bank of Asia Plc., Chatuchak Assets
Management Co.,Ltd. and S Group Holding Co., Ltd.
Rehabilitation Plan Summary
Rehabilitation Plan Summary
Objectives
1. To improve the debt structure and to reduce the obligation to
the limit of turnover and performance capability.
2. To allocate performance to EMC's creditors and to reasonably
allocate debt to creditors in sequence as designated by the
laws.
3. To repay all creditors with more amount of obligation than
what finalized by judgment with respect to EMC's current
bankruptcy.
4. To give EMC a chance to recover to the stage of profitable
transaction.
5. To free EMC from insolvency (parts of shareholders to be
positive).
Refinanced Debts
The Central Bankruptcy Court had an order to allow EMC to go
under rehabilitation process on August 28, 2000 whereas the
total obligation was Bt1,180,831,00, which was composed of:
total obligation was Bt1,180,831,00, which was composed of:
Overdrawn sum and loans from financial institutes: Bt216,855,000
Trading creditors: Bt39,718,000
Undue cost of work: Bt4,680,000
Creditors in forms of subcontractors' performance security:
Bt15,064,000
Short-term loans and related enterprises' advanced money:
Bt44,677,000
Advanced payment received from clients: Bt9,884,000
Reserve sum in case of loss due to surety: Bt300,586,000
Other circulating debts: Bt82,092,000
Existed outcomes from investment in related enterprises:
Bt467,275,000
Obligation
On August 28, 2000, EMC had its obligation due to bank
guarantees issued to various government agencies and private
enterprises, e.g. performance security made for construction
contracts, which was Bt63,619,257.16 in total.
In addition, EMC had its surety burden on its affiliated
companies and other individuals made with the creditors of such
companies for the total amount of Bt276,861,980.08.
Creditor Grouping
EMC divides its creditors as follows:
Group 1 The Bangkok Bank Plc. This creditor group is a
guaranteed creditor who has its guaranteed debt less than 15
percent of the total obligation by which may be repaid from
rehabilitation. Such guaranteed debt can be taken into account
of its surety mortgage i.e. lands and premises. The total debt
to the creditor group 1 is Bt15,000,000.
Group 2 The Bangkok Bank Plc., the Thai Military Bank Plc., the
Sri Ayudhaya Bank Plc., the Bank Thai Plc., the Sin Asia Finance
Plc., the Bangkok Thanathorn Finance Plc. and the Chanthaburi
Assets Management Plc. This creditor group is composed of
financial institutions that can call EMC for repayment of non-
guaranteed debts, including the non-guaranteed debts of the
creditor group 1. The total debt to the creditor group 2 is
Bt353,094,038.25.
Group 3 Surety creditors of affiliated companies. This creditor
group is composed of creditors that EMC, as the guarantor of
affiliated companies, is obliged to repay with respect to amount
of debt in the main contracts made between the initial debtors
(EMC affiliated companies) and the said creditors. These are
debts by loan contracts and hire contracts of machinery used in
transaction. The total debt to the creditor group 3 is
Bt243,182,911.02.
Group 4 Surety creditors of other persons. This creditor group
is composed of that EMC, as the guarantor of other persons who
are non-affiliated companies, is obliged to repay with respect
to amount of debt in the main contracts made between the initial
debtors (other persons) and the said creditors. These are debts
by loan contracts and hire contracts of heavy-duty machinery.
The total debt to the creditor group 4 is Bt335,146,406.77.
Group 5 Trading creditors. This creditor group is composed of
general trading creditors for EMC normal transaction. They are
the debts from consulting services, procurements, purchases or
hires of equipment and components for normal transaction of EMC,
as well as the amount of debts due to subcontracts and creditors
for performance security. The total debt to the creditor group 5
is Bt32,180,008.54.
Group 6 Government creditors. This creditor group is composed of
the Revenue Department that is the government agency responsible
for tax collection. The total debt to the creditor group 6 is
bt72,362.64.
Group 7 The affiliated company creditors. This creditor group is
composed of EMC affiliated companies that are EMC's creditors
due to loan contracts. The total debt to the creditor group 7 is
Bt46,720,412.58.
Group 8 Undamaged surety issuer creditors. This creditor group
is composed of creditors acting as guarantors in accordance with
the Civil and Commercial Codes in performance security of
construction projects where EMC is a contractor or
subcontractor. Another guarantees for EMC's infrastructure usage
and/or general trades by which are not called or due to repay.
The total debt to the creditor group 8 is Bt236,682,233.29.
Group 9 Creditors under arguments of debt existence. This
creditor group is composed of:
1. The creditors who accuse EMC still has some debts unpaid but
EMC has argued such request for clearance to the official
receiver.
2. Trade debt that EMC has a debate over with the Telephone
Organization of Thailand and it's not finalized yet. The total
debt to the creditor group 9 is Bt18,728,080.65.
Procedures in Rehabilitation
1. Capital Reduction and Increase
Reduction of Capital. EMC will reduce the former registered
common shares in order to adjust its accumulative deficits. The
number of registered shares shall be reduced to Bt75,000,000.
Increase of Capital. EMC will increase its registered capital
within 90 days from the day the plan is approved.
The shares will be divided as follows:
a) Common shares for capital increase of 55,295,431 shares, each
Bt10 at par value. This is for carrying the transformation of
debts to capitals on parts of creditor groups 2, 4, 5 and 7 at
the price of Bt10 per share for the debt-capital transformation.
b) Common shares for capital increase of 5,000,000 shares, each
Bt10 at par value. This is for carrying the transformed loan
shares of Bt1,000 per share for the financial institution
creditors that agree to accredit for a new circulating capital
to EMC.
2. Debt Capital Transformation of Creditors
Within 120 days from the day the plan is approved, EMC shall
reissue its common shares to the creditor groups 2,4,5 and 7 who
transform debts to capitals for direct debts and debts under
surety to other persons. Such creditors will receive 88.06
percent of shares and EMC's present shareholders will hold the
remaining parts of 11.94 percent of the entire shares.
3. Transformed Loan Shares Issuance
Within 120 days from the day the plan is approved, EMC shall
issue its transformed loan shares to the financial institution
creditors who wish to give the new circulating capital to EMC.
This will be proceeded in accordance with the principles and
conditions stipulated by the Securities and Exchange Commission.
4. Management of Debts by Surety
For debts by surety to affiliated companies and other persons,
the creditors have right to choose the method of repayment under
the principles and conditions to be set forth.
5. Debts to Guarantors (Undamaged)
After the day the court orders to go under rehabilitation
process if the debts to any creditor, who issue the surety at
any amount, is due or there is a complaint for repayment to any
creditor, EMC shall repay to them in accordance with the
principles and conditions to be set forth.
6. Non-affected Creditors
These creditors that shall be repaid at full amount of debt in
accordance with the conditions or former agreement. These are
the creditors of group 6.
7. Amendment of the Memorandum of Association and its articles
The plan administrator shall do its best and work toward soonest
amendment of the memorandum of association and articles in
compliance with the reduction and increase of capital as
mentioned in the plan.
8. New Circulating Capital
Each financial institution creditor has right to choose to give
EMC a new circulating capital. In case no any other financial
institution creditor wishes to give EMC a new circulating
capital, EMC has right to find a new circulating capital from
any other financial institutions.
9. EMC's Assets Management
Assets in essential for transaction as well as the remaining
goods shall be based for directing EMC's future enterprise and
financial assessment in order that the cash flow can be taken
for repayment.
For EMC's debtors, it shall manage to collect the unpaid debts
as per the conditions made with its debtors or do the balance of
debt by keeping the business circuit as usual. The plan
administrator on behalf of EMC, or EMC, may take its legal
rights in bargain negotiation for performance or inquiry for
performance, compulsory performance in accordance with the laws,
including the request to the official receiver to execute
compulsory performance.
For assets not necessary for EMC's transaction, the plan
administrator has right to sell, distribute, transfer or do
anything as appropriate.
10. Security over EMC's Assets
To guarantee the performance of EMC to its creditors, the
creditor group 1 still has right over the security given by EMC
prior to the day the court ordered to go under rehabilitation
process.
EMC shall give no unsecured assets or preferential right to any
creditors before the day the court orders to go under
rehabilitation process unless such preferential right caused by
consequence of laws, or for surety the new circulating capital
to any creditors or financial institutions, or in accordance
with the conditions prescribed in this plan.
Performance to Creditor Groups
The creditor that asks for performance for the total debt of
Bt1,280,806,453.74, excluding the debt that the guarantor asks
for performance.
Creditor Group 1. The secured creditors shall have their direct
performance of Bt15,000,000 within four years provided that the
principal shall be paid on the due date with Bangkok Bank's MLR
interest rate.
Creditor Group 2. The non-secured financial institution
creditors shall have their performance upon the conditions that:
a) The amount is equivalent to 20 percent of the principal of
the total debt. The group 2 shall be repaid in installment by
EMC within 9 years (long-term loan for creditor group 2) with
grace period of 1 year from the day the plan is approved. EMC
shall repay the principal on the first day of due date right
after the end of such grace period and shall pay the interest on
the due date at the rate of 4 percent per year from the first
year through the third year, and at the rate of MLR-2 percent in
the fourth year, and at the rate of MLR from the fifth year till
this long-term loan of this group 2 is over.
b) The remaining debts shall be transformed into capital by
which EMC shall increase the capital and increase common shares
for this creditor group within 120 days from the day the plan is
approved. The par value is Bt10 per share and pricing in debt-
capital transform at Bt10 per share, provided that the remnant
of debt smaller than the par value (less than Bt10) shall be
discarded.
Creditor Group 3. Surety creditors of affiliated companies. EMC
agree to perform as follows:
The creditors have right to choose the method of performance
mentioned below by showing in writing their requirement to the
plan administrator within 30 days from the day the plan
approved. If any of the creditor group 3 has all or partial
performance for debts guaranteed from the affiliated companies,
the initial debtors, the debt of such creditor shall be
allocated in proportion to its portion.
a) Alternative 1. All debts of the creditor that choose the
method of performance regarding item a) shall receive the debt-
transformed capital. EMC shall increase its capital and issue
the capital added common shares for its concerning creditors
within 120 days from the day the plan is approved. The par
value is Bt10 per share for such debt-capital transformation,
provided that the fraction of performance (less than Bt10) shall
be discarded, or
b) Alternative 2. All debts of the creditor that choose the
method of performance regarding item b) shall receive the
performance from the affiliated companies, as initial debtors,
for the same debts under this Rehabilitation Plan of the said
affiliated companies.
In case the Rehabilitation Plan of the affiliated companies are
not approved by the creditor council or the Bankruptcy Court, or
the said affiliated company defaults performance under the
refinancing process, or the Rehabilitation Plan is not
accomplished, or the committee of creditors receives incomplete
performance from the affiliated company, the relevant creditor
has right to receive the missing part of performance from EMC.
EMC shall, within 60 days from the day EMC got informed, issue
the capital added common shares instead. The par value is Bt10
per share for such debt-capital transformation.
The creditor that intends to receive the performance as per item
b) shall waive to claim for debts from other affiliated
companies, as initial debtors, of the said debt.
Creditor Group 4. Surety creditors of other persons. EMC shall
increase its capital and issue the capital added common shares
for its concerning creditors within 120 days from the day the
plan is approved. The par value is Bt10 per share for such
debt-capital transformation.
Creditor Group 5. Trade Creditors shall be repaid upon the
conditions that:
a) The amount is equivalent to 20 percent of the principal of
the total debt. The group 5 shall be repaid in installment by
EMC within 4 years by paying the principal on the due date.
However, there is no interest for group 5.
b) All remaining parts of debts shall be transformed into
capital. EMC shall increase its capital and issue the capital
added common shares for its concerning creditors within 120 days
from the day the plan is approved. The total amount is
2,842,028 shares of par value Bt10 per share.
Creditor Group 6. Government Creditors. Such creditors shall
receive the performance in cash of full amount order by the
official receiver or court (in case of appeal to the order of
the official receiver) to repay in accordance with the former
conditions or laws as the case may be.
Creditor Group 7. The affiliated company creditors. The
creditors shall receive the debt-transformed capital. EMC shall
increase its capital and issue the capital added common shares
for its concerning creditors within 120 days from the day the
plan is approved. The total amount is 4,672,041 shares of par
value Bt10 per share.
Creditor Group 8. Surety issuer creditors. After the court
ordered to allow EMC to go under rehabilitation process, if the
debt of any creditor of the group is due to repay or there is a
complaint to repay in accordance with the surety of such
creditor, the creditor has right to receive the performance as
per the principles and conditions same as those of group 2.
Creditor Group 9. Creditors under arguments of debt existence.
The creditors have rights to receive the performance in
accordance with the principles and conditions made with each
group as per the aspect and type of debt of each creditor. The
debt to be repaid to each creditor shall be in recess until the
official receiver or the court (in case of appeal to the order
of the official receiver) ordered to repay to which creditor of
the group.
Remarks:
a. The schedule for interest payments is: 31 March, 30 June, 30
September and 30 December of the year. The period for
calculation of interest of the first installment shall commence
from the day the plan was approved to the day to pay the
interest.
b. The schedule for debt performance is: 30th September and 30th
December of the year. The payment for the first installment
principal shall commence on the first due date after the plan
was approved.
Terms of Plan
The Rehabilitation Plan has the period of no longer than 5 years
from the day the plan was approved and it deems accomplished
when the following events occurred:
1. Reduction and increase of the registered capital were done.
2. Creditors' debts were transformed to capital.
3. EMC has more assets than debts in the balance sheet.
4. Performances to creditors were done as per the conditions of
the 5-year plan. However, before the end of the 5-year term, if
the committee of creditors, under majority vote, agrees that EMC
has sufficiently carried out and deems that the plan is
accomplished as clarified by the plan administrator to the
committee of creditors. In such a case, the plan administrator
may ask the court for revocation of Rehabilitation Plan of
EMC.
Conditions regarding Payment of Dividends and Other Benefits
The payment of dividends to shareholders to comply with the
Public Company Act B.E. 2535, including the cases that
amendments or addition were made from time to time. EMC, under
the condition, shall not fall to default under this plan and the
payment of dividend shall be approved by the creditors'
committee.
Accrediting for the New Circulating Capital
To provide liquidity in transaction and to let EMC earn more
incomes, it is necessary for EMC to have a new circulating
capital from the loaners. In this regard, EMC has right to
withdraw such circulating capital from the financial
institutions that wish to lend, by informing in writing to the
plan administrator within 15 days from the day the plan is
approved. In case no any financial institution creditor agree
to offer the new circulating capital, EMC has right to ask for
credits from other financial institutions.
KRISDAMAHANAKORN: Clarifies Rise In Net Loss
--------------------------------------------
Krisdamahanakorn Public Company Limited clarified its operations
for the period ended March 31, 2001, which presented a net loss
of Bt296 million, compared with the operation for the prior
period, which presented net profit amounted to Bt886 million.
The decreased net loss amount more than 20 percent was resulted
from the company had recognized gain on asset transferring and
gain from debt restructuring for the last period.
M K DEVELOPMENT: Explains Loss On Operating Results
---------------------------------------------------
M.K. Real Estate Development PLC has reported loss on net
operating results as at March 31, 2001. The impact of economic
turmoil resulted in decrease of revenue from sales whereas some
costs and expenses are invariable to sales and some costs have
risen. Consequently, the company suffered loss of Bt38.8
million.
Nevertheless, the company's loss on net operating results has
decreased by approximately Bt9 million compared to the same
period of last year.
THAI MODERN: Reports Progress Of Rehab Plan
-------------------------------------------
Thai Modern Plastic Industry PLC (TMP) announced the following
progress report of the company's ongoing rehabilitation plan for
the quarter ended April 30, 2001:
Planner's Report
Specific Business Tax
The Revenue Department (RD) demanded TMP to pay tax, charges and
penalties totaling approximately Bt11 million due to its failure
to pay business tax on interest income earned in 1996 and 1997,
which occurred before the rehabilitation.
The Plan Administrator appealed the RD's assessment to the Tax
Appeal Penal on 1 September 2000. On 2 February 2001, the Plan
Administrator gave additional information and statement to the
RD officer. The officer made the following comments:
1. Issue of the assessment authority of the RD officer in
Samutprakarn: The officer advised that RD has the authority to
assess the tax, but has no right to enforce the payment during
the rehabilitation period.
2. Issue of the assessed interest income: The officer dismissed
the claim that the interest income was assessed from the fake
transactions, which did not exist in the adjusted financial
statements as revised in accordance with SET instruction.
He stated the company had intentionally falsified the financial
statements. The Plan Administrator requested the officer to
review his decision since the company had followed the order of
the RD office of Bangkok to resubmit the tax return (or Pho Ngo
Dor 50) of the 1997 fiscal year in order to be in line with the
revised financial statement submitted to the SET.
Therefore, the tax data should be based on the revised financial
statement and the revised Pho Ngo Dor 50 as well.
3. Additional issue of being claimed on special tax: The officer
made an observation that the items "loan related company"
amounting to Bt241 million and Bt33 million shown in the pre-
revised financial statements in 1997 and 1996 respectively had
yet been taxed.
However, the Plan Administrator explained with the related
document that the above items were the same ones as assessed by
the RD office of Samutprakarn.
On 20 February 2001, the Plan Administrator submitted an
additional appeal to provide more information to the Tax Appeal
Penal. Unfortunately, the officer explained that since the
appeal of the company exceeded Bt2 million, it had to be
reconsidered by RD before being proposed to The Tax Appeal Penal
for further consideration. The officer would send the case to
the RD in April 2001 but could not say how long the RD would
take to consider it.
Sale of the Non Core Assets
The following is an update of the realization of non-core
assets:
1 Land
ERA has informed us that, after revising down the selling price
of the Land at Chiang Mai, Rayong, and Mini-factory at Bangplee,
that there has been some interest. ERA is negotiating a price
with an interested party for the Chiang Mai land.
In respect of the Bangplee land, Thai Farmer Bank has appointed
Dovebid Victor Morris Co., Ltd. to sell its land. BBL is
considering extending the agreement of appointing Dovebid Victor
Morris Co., Ltd to sell its land. The agreement expired on 31
March 2001. Since TMP also has a piece of land connected to the
collateral land of both banks, it will also appoint Dovebid
Victor Morris to be its agent.
Sale of Business
The Plan Administrator held the creditors meeting on 21 March
2001to discuss the sale of business.
Seventy-five percent of the voting debt had a resolution to
accept the offer of the interested party.
Legal Actions
Following the report of January 2001, the legal actions have
been processed as follows:
1. East Asia Plastic Co., Ltd. - Bt44 million
TMP has been in the process of taking evidence of the last
witness, for the hearing, which is scheduled to take place on
May 22, 2001. Thereafter, the accused would take evidence of its
own.
Current Performance
The income statement is summarized below:
Income statements for the year ended 31 December 1999 and 2000
and three months ended 31 March 2001
12 months 12 months 3 months
ended ended ended
n 31/12/99 31/12/00 31/3/01
THB'000 THB'000 THB'000
Core business
Sales 266,324 328,589 87,713
Cost of Sales 81,367 330,744 86,784
Gross Profit 5,043) (2,155) 929
6%) (1%) 1%
Selling and administration
(43,489) (37,287) (8,703)
Interest received
4,234 3,863 316
Earnings from core business
(54,298) (35,579) (7,458)
Non core activities
Bangplee expenses
Administration (1,405) (793) (4)
Depreciation (48,900) 0 0
Loss on sale of non core assets
(646) (259,495) 0
Loss on sale of obsolete stocks
(6,725) (5,360) 0
(57,676) (265,648) (4)
Extraordinary items
Amortisation of debentures
(20,020) 0 0
Exchange rate losses and write offs
(810,819) (1,199) 0
(830,839) (1,199) 0
Rehabilitation expenses
Planner fees
(28,932) (14,373) (2,856)
Income on restructuring
538,825 3,303 0
509,893 (11,070) (2,856)
Non core earnings
(378,622) (277,917) (2,860)
Total earnings after non-core items
(432,920) (313,496) (10,318)
Planner's Comments and Future Trading
Since July 2000, the company has continued to increase its sales
and gross margin within the domestic as well as export market.
Gross margin has improved from -6 percent in 1999 to -1 percent
in 2000, and 1 percent for the first quarter of 2001. However,
the gross margin in the first 3 months of 2001 declined due to
the increase in electricity price and repairs and maintenance.
As of 30 April 2001, the company had money on hand amounting to
Bt82 million.
Planner's Fee
The Steering Committee approved the fees for the period of 1
January 2001 to 18 February 2001 amounting to Bt915,531.
THAI PETROCHEM: Immigration Police Nabs Debt Managers
-----------------------------------------------------
Thai immigration police have arrested the creditor-appointed
debt managers of Thai Petrochemical Industry PCL (TPI), Asian
Wall Street Journal reported Wednesday.
Already taken into custody by the police, the report said, and
are facing charges over violations of their work permits are
Anthony Norman and his colleagues at his company Effective
Planners Limited, which took over TPI after its appointment by
the company's creditors following the bankruptcy court's
approval of the restructuring plan for the company, involving
debts amounting to US$3.7 billion.
The complainant of the case, among other legal actions against
Norman and company, the report said, was TPI's former CEO and
primary shareholder, Prachai Leophairatana, which has taken
several legal actions to thwart Effective Planners'
implementation of the aforementioned plan.
Prachai was relieved from his post in late December by Effective
Planners so that the appointed debt managers could carry out
smoothly the execution of the TPI's rehabilitation plan.
Norman and company were then released by the police four hours
later on bail of Bt10,000 each, the report said.
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.
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