/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010522.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 Tuesday, May 22, 2001, Vol. 4, No. 100 Headlines A U S T R A L I A CABLE & WIRELESS: SingTel Offers Off-Market Bid CABLE & WIRELESS: Summary Of SingTel's Offer CABLE & WIRELESS: SingTel Writes To Optus S-Holders CABLE & WIRELESS: Recommendations Of Directors Re SingTel Bid PASMINCO LIMITED: Acquires Ernest Henry Mine PASMINCO LIMITED: Posts Higher Production In Q3 PASMINCO LIMITED: Perilya Answers AFR Article PASMINCO LIMITED: S&P Reviews Credit Rating RECKON LIMITED: Applies For Quotation Of Additional Securities C H I N A & H O N G K O N G CELLCO LIMITED: Faces Winding Up Petition HUA MAI: Winding Up Petition Set For Hearing LEARNING CONCEPTS: Issuing New Stock and Debentures LEARNING CONCEPT: Trading Suspended NEW WORLD: Enters Into Deal With Mega Easy I N D O N E S I A BANK DANAMON: Faces Bankruptcy Petition CHANDRA ASRI: IBRA To Block Debt Revamp Plan J A P A N MITSUBISHI HEAVY: Posts Losses Second Year Running MITSUBISHI MOTORS: Idling One Production Line In 2002 NEC CORP: Revamps US Unit's Manufacturing Operations SEAGAIA: Deal With Ripplewood Calls For Gov't Aid K O R E A HYNIX SEMICON: Pitch For GDRs, Bonds Starts HYUNDAI ENGINEERING: Seek Debt Rollover By End Of 2001 HYUNDAI ENGINEERING: New CEO To Carry Out Staff Revamp HYUNDAI INVESTMENT: Due Diligence Deadline Coming Up KOREA TELECOM: Inks Partnership Deal With China Netcom KOREA TELECOM: Will Issue ADRs On Gov't Stake M A L A Y S I A ABRAR CORP: Still In Default DENKO INDUSTRIAL: Relates Further Details Re Proposals DEWANGSA HOLDINGS: Lodges Appeal To High Court HUALON CORP: RAM Downgrades RM1.2-B PDS PERBADANAN JOHOR: Fails To Redeem RM55-M NIF RNC CORP: SC OKs Extension For Implementation Of Scheme P H I L I P P I N E S BELLE CORP: Company Chief Resigns NATIONAL BANK: Gov't To Consider Debt-Equity Swap NATIONAL POWER: Sale Of Assets To Fetch US$4.5-B S I N G A P O R E L&M GROUP: Bids For Capital Reduction VICKERS BALLAS: Court Sanctions Scheme T H A I L A N D PREECHA GROUP: Posts Operating Net Loss Of Bt75.18-B SIAM SYNTECH: Will Push For Submission Of FS THAI PETROCHEM: Seeks Deal For Fresh Financing THAI WAH: Signs Debt Workout Deal TPI POLENE: Info Re Sale-Purchase Deal With Holderbank - - - - - - - - ================= A U S T R A L I A ================= CABLE & WIRELESS: SingTel Offers Off-Market Bid ----------------------------------------------- The Independent Directors of Cable & Wireless Optus Limited are recommending shareholders accept the offer of SingTel Australia Investment Ltd (SingTel Australia). SingTel is a wholly owned subsidiary of Singapore Telecommunications Limited. Yesterday SingTel released its Bidder's Statement and Offer, copies of which will be dispatched this week to Cable & Wireless Optus Limited (Optus) shareholders. A copy of the Bidder's Statement was lodged with the Australian Securities and Investments Commission on 18 May and will be available from Australian Stock Exchange Limited (ASX) or through SingTel's website at http://optusoffer.singtel.com.The Offer will open on 23 May 2001. Optus's independent directors recommended shareholders accept SingTel's Offer, and intend to accept the Offer in relation to their own shares by choosing the Cash and Share Alternative. The independent expert advising Optus' independent directors, Grant Samuel & Associates Pty Limited, considers SingTel's Offer reasonable (although not fair), and has, on balance, recommended that Optus shareholders accept the Cash and Share Alternative. Optus' Target's Statement was released today, and is also available at http://optusoffer.singtel.com. The implied values of the three consideration alternatives being offered to Optus shareholders for each share (based on the closing price of SingTel shares of S$1.75 and exchange rates as at Friday, 18 May 2001) are as follows: Description Consideration Value As Of 18 May (2) Share Alternative 1.66 SingTel shares A$3.05 Cash and Share Alternative A$2.25 cash and 0.8 SingTel A$3.72 shares Cash, Share and Bond A$2.00 cash, A$0.45 SingTel A$3.42(3) Alternative Bonds and one Unsecured Note redeemable for 0.54 SingTel shares(l) (1) The Unsecured Notes will be redeemable for 0.54 SingTel shares, with the possibility of additional SingTel bonds and cash (up to a value of A$1.48) in lieu of SingTel shares, depending on the Offer consideration alternatives chosen by all Optus shareholders who accept the Offer. This mechanism is described in the Bidder's Statement. (2) Assumes cash consideration is received in A$. (3) Assumes shareholders do not receive additional cash and SingTel bonds in lieu of SingTel shares. Based on the A$3.72 value of the Cash and Share Alternative on Friday, 18 May 2001, the Offer represents: * a price in line with the C & W share price at the time of the announcement of the Offer; * a 13 percent to 24 percent premium to the price of A$3.00 to A$3.30 which Grant Samuel estimates as the likely trading range for Optus shares following the close of the Offer, assuming Cable and Wireless accept the Offer which is believed likely according to Grant Samuel, and assuming there is no speculation as to a subsequent "mop up" bid; and * a 5 percent premium to Optus' closing price of A$3.55 on 18 May 2001. Lee Hsien Yang, SingTel's President and CEO, said, "Optus shareholders who accept our Offer and receive SingTel shares will have a unique opportunity to participate in a leading Asia Pacific integrated communications service provider, with diverse, stable revenue streams and attractive growth prospects." "In addition, SingTel brings a renewed commitment to the growth of Optus' businesses in Australia." Assuming SingTel acquires 100 percent of Optus, the enlarged SingTel would have had, on a pro-forma basis, total assets of S$29.2 billion as at 31 March 2001, operating revenue of S$9.4 billion and EBITDA of S$4.2 billion for the year ended 31 March 2001. Based on its pro-forma market capitalization as of 30 April 2001, SingTel will be one of the five largest communications companies in the Asia Pacific region (excluding Japan) and the seventh largest company listed on the ASX. SingTel is applying for a listing on the ASX. It is already the largest listed company on the Singapore Stock Exchange. After the acquisition, SingTel and its associates will have one of the Asia Pacific region's most extensive multiple market cellular operations, with a total subscriber base close to 11 million subscribers across five markets. SingTel will also have one of the most extensive and advanced data communications networks in the region. SingTel is expected to remain financially strong with the flexibility to continue to fund the future growth of its businesses. SingTel's intentions after the acquisition are to retain Optus' core management team and strong brands, and to continue to grow Optus' core mobile and data businesses in Australia. Optus is also expected to participate in, and benefit from, SingTel's regional development activities. Further details of SingTel and its strategy, SingTel's profile after the acquisition of Optus, and SingTel's intentions with regard to Optus, are set out in the Bidder's Statement. Cable and Wireless has agreed to accept SingTel's Offer in respect of 19.8 percent of Optus' share capital once SingTel's Offer is unconditional, other than in respect of the 50 percent minimum acceptance condition. Optus shareholders can contact a dedicated toll free number 1800 677 678 between 8.00 am and 6.00 pm (Sydney time) Monday to Friday (for callers in Australia) or +61 2 9021 8007 (for international callers). The Offer by SingTel Australia will remain open until 7.00 pm (Sydney time) on 3 July 2001, unless extended. About SingTel SingTel is Asia's leading communications company with a comprehensive portfolio of services that include voice and data services over fixed, wireless and Internet platforms. Serving both the corporate and residential markets, SingTel is committed to bringing the best of global communications to its customers in the Asia Pacific and beyond. SingTel has built a comprehensive and state-of-the-art telecommunications infrastructure in Singapore. The group spends about S$900 million each year to further upgrade its infrastructure. To serve its customers better, SingTel has established operations in 19 cities in 14 countries and territories across the globe including China, India, Malaysia, Indonesia, the Philippines, Thailand, Vietnam, Australia, the United Kingdom and the United States. SingTel is expanding rapidly into overseas markets, with current investments of more than S$5 billion (US$2.9 billion) in 100 joint ventures and associated companies in over 20 countries and territories. Its major investments include Belgacom of Belgium, Advanced Info Service of Thailand, New Century Infocomm of Taiwan, Bharti Telecom Group of India and Globe Telecom of the Philippines. Overseas investments currently contribute 15 per cent of the Group's pre-tax profit, with a proportionate share of the Group's turnover of almost one quarter. Turnover and net profit for the SingTel group in 1999/2000 were S$4.87 billion (US$2.86 billion) and S$1.85 billion (US$1.09 billion) respectively. Listed on the Singapore Exchange since November 1993, SingTel is Singapore's largest company and one of Asia's largest in terms of market capitalization (about US$25 billion). The Group has subsidiaries whose businesses include mobile phone and paging services, publishing, consultancy, postal services, investments, repair of submarine cables and sale of telecommunications equipment. Ordinary Shares Offer by SingTel Australia Investment Ltd an indirectly wholly owned subsidiary of Singapore Telecommunications Limited (a company incorporated in the Republic of Singapore) ARBN 096 701 567. For all shareholders' ordinary shares in Cable & Wireless Optus Limited CAN 052 833 208. Indicative Timetable Date of this Bidder's Statement 18 May 2001 Offer Period commences 23 May 2001 SingTel Shareholders meeting 29 May 2001 Offer Period ends, unless extended 3 July 2001 at 7.00pm (Sydney time). This timetable is indicative only and may change. Currencies SingTel's consolidated financial information and other financial information about SingTel are presented in S$. For convenience of reference only: * the S$ mid-rate for A$, as shown on Reuters, was S$0.9262/A$1 on 30 April 2001 (at approximately 5.40 pm Singapore time); and * the US$ mid-rate for A$, as shown on Reuters, was US$0.5095/A$1 on 30 April 2001 (at approximately 5.40 pm Singapore time). Optus Shareholders should be aware that the exchange rate determined in connection with the Offer Consideration is US$0.4940/A$1, being the Announcement Exchange Rate. Exchange rate movements may affect the value and/or the price of, and income from, SingTel Shares and, where relevant, SingTel Bonds. Info About Bidder's Statement This document is the Bidder's Statement issued by SingTel Australia. It is dated 18 May 2001 and includes an Offer dated 23 May 2001. Section 9 sets out the terms of the Offer. A copy of this Bidder's Statement has been lodged with the Australian Securities and Investments Commission on 18 May 2001. ASIC takes no responsibility for the contents of this Bidder's Statement. Section 12 contains definitions and a glossary of certain words and expressions used in this Bidder's Statement. Sources Of Information Information included in this Bidder's Statement relating to Optus and its business has been derived solely from publicly available sources published by Optus, including Optus' 1999 and 2000 Annual Reports to Optus Shareholders, and from material made available to SingTel during the course of the limited due diligence which Optus allowed SingTel to conduct in connection with the negotiation of the Implementation Agreement. Optus is an Australian company listed on the ASX and subject to the continuous and periodic reporting obligations imposed by the ASX Listing Rules and the Corporations Law. The financial information relating to Optus in Sections 4.6 to 4.9, the summary financial information relating to Optus derived from that financial information contained elsewhere in this Bidder's Statement and the particulars of Optus' issued share capital and Optus Options, have been furnished by Optus for inclusion in this Bidder's Statement. SingTel, SingTel Australia and their respective directors are not aware of any errors in such information. Subject to the foregoing and to the maximum extent permitted by law, SingTel, SingTel Australia and their respective directors disclaim all liability for information concerning Optus included in this Bidder's Statement. Optus Shareholders should form their own views concerning Optus from publicly available information. In particular, Optus Shareholders should carefully consider the contents of the Target's Statement issued by Optus in response to this Bidder's Statement. Information included in this Bidder's Statement relating to Temasek and the Government of Singapore has been derived solely from publicly available sources. US Selling Restriction The SingTel Securities have not been registered under the Securities Act 1933 of the United States of America and may not be offered or sold in the United States or to US persons (other than distributors) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. Important Notice To UK Shareholders Morgan Stanley & Co Limited is regulated in the United Kingdom by The Securities and Futures Authority Limited. This document has been issued by SingTel Australia Investment Ltd and its contents have been approved by Morgan Stanley & Co Limited solely for issue in the United Kingdom for the purposes of section 57 of the Financial Services Act 1986. Morgan Stanley & Co Limited has not approved the contents of this document for the purposes of distribution into any jurisdiction outside the United Kingdom. Morgan Stanley Dean Witter Asia (Singapore) Pte and Morgan Stanley & Co Limited are acting for SingTel Australia Investment Ltd and no-one else in connection with the Offer and will not be responsible to anyone other than SingTel Australia Investment Ltd for providing the protections afforded to customers of Morgan Stanley Dean Witter Asia (Singapore) Pte and Morgan Stanley & Co Limited nor for providing advice in relation to the Offer. Morgan Stanley & Co Limited, its associates and/or its or their directors, officers and employees may have or have had interests or long or short positions in, and may at any time make purchases and/or sales as principal or agent, or may act or have acted as market-maker in the relevant securities or related financial instruments discussed in this document. Furthermore, Morgan Stanley & Co Limited and its associates may have or have had a relationship with or may provide or have provided corporate finance, capital markets and/or other services to the relevant companies. Employees of Morgan Stanley & Co Limited and its associates may serve or have served as officers or directors of the relevant companies. CABLE & WIRELESS: Summary Of SingTel's Offer -------------------------------------------- Following Cable & Wireless Optus Limited's announcement that it would focus its strategy primarily on certain markets in Europe, Japan and the United States, Optus announced on 27 September 2000 a strategic review to examine alternatives to maximize shareholder value. On 26 March 2001, the SingTel Board revealed the terms of an offer by SingTel for Optus Shares. SingTel Australia, an indirectly wholly owned subsidiary of SingTel, is now making an offer to acquire all or any of Optus Shares together with all Rights attaching to them. The Offer includes a choice for Optus Shareholders of three Offer Consideration alternatives and two disposal mechanisms (the Transfer Alternative and the Buy-Back Alternative). SingTel has included these choices in order to make the Offer as attractive as possible to the diverse range of Optus Shareholders. In addition, the Buy-Back Alternative, to the extent it is chosen by Optus Shareholders, could provide SingTel with an opportunity to achieve an appropriate mix of debt and equity in Optus. This could enable the Offer funding costs to be matched against Optus revenues, and could also provide Optus with flexibility in relation to future distributions. The remainder of this section provides a brief explanation about SingTel, its rationale for the acquisition of Optus, the benefits of the acquisition and some relevant acceptance considerations for Optus Shareholders. C&W plc has agreed to accept the Offer in respect of Optus Shares held by it representing 19.8 percent of the issued Optus Shares pursuant to the Pre-Bid Agreement. Further details of the Pre-Bid Agreement are set out in Section 11.15. SingTel SingTel is the leading provider in Singapore of international and local telephone services, mobile communications services, data communications services and postal services. SingTel is also one of the leading integrated communications service providers in the Asia Pacific region. It has 19 offices in 14 countries around the world, extensive networks throughout the Asia Pacific region and significant investments outside Singapore, particularly in Belgium, India, the Philippines, Taiwan and Thailand. SingTel has a strong track record of adding value to its international investments and supporting their growth. As of 30 April 2001, SingTel's market capitalization was S$28.1 billion, making it the largest company listed on the SGX-ST. Rationale For Acquisition Of Optus SingTel believes that the acquisition of Optus would assist SingTel to achieve its goal of becoming the leading integrated communications service provider in the Asia Pacific region. The Australian communications market, being one of the largest in the Asia Pacific region with good growth potential, is attractive to SingTel. Optus has a successful track record in the Australian market and shares SingTel's focus on mobile and data communications as core businesses. Further details of the strategic rationale for SingTel's acquisition of Optus are set out in Section 4.1. The Benefits Of SingTel Acquiring Optus SingTel believes that its acquisition of Optus will result in benefits to both SingTel and Optus. Some of those benefits are described below: * SingTel's and Optus' competitiveness in the Asia Pacific region will be enhanced, particularly in mobile and data communications; * the management expertise available to SingTel and to Optus will be more extensive; * Optus' financial strength and flexibility will be enhanced; * SingTel's ability to further its regional expansion strategy will be enhanced; and * the liquidity of SingTel Shares may increase. The Effect on SingTel Of Acquiring Optus The acquisition of Optus will transform SingTel into a significant international company with a diverse revenue and earnings base. A profile of SingTel after the acquisition is set out in Section 4.2, and details of the financial impact of the acquisition and the prospects for SingTel after the acquisition are set out in Sections 4.5 to 4.9. Acceptance Considerations For Optus Shareholders Some of the key factors for Optus Shareholders considering whether to accept the Offer are discussed in Section 5. In summary, those considerations include the following: * as Optus' key strategic shareholder, SingTel would bring a renewed commitment to the growth of Optus' businesses in Australia; * the benefits of becoming a SingTel Shareholder, such as: - the opportunity to participate in a leading Asia Pacific integrated communications service provider; - the diversification of certain geographical and operating risks; and - the entitlement to receive dividends from SingTel; * the liquidity of SingTel Shares; * the investment risks associated with becoming a SingTel Shareholder or a SingTel Bondholder (including the risks outlined in Section 6); * the implications of not accepting the Offer, including: - having no opportunity to participate in SingTel; - the possible reduction in the liquidity of Optus Shares; - the possible loss of Optus' index weighting; and - the possible Compulsory Acquisition of your Optus Shares; * the individual preferences and circumstances of Optus Shareholders; and * the taxation implications for Optus Shareholders (a general description of some of these implications is set out in Section 7). Optus Shareholders who are in any doubt as to how to deal with the Offer should consult their financial or other professional advisers. CABLE & WIRELESS: SingTel Writes To Optus S-Holders --------------------------------------------------- K B Hwee, Chairman of Singapore Telecommunications Limited (SingTel) wrote the following to Cable & Wireless Optus Limited shareholders: "It is with great pleasure that SingTel, through SingTel Australia, makes this Offer to acquire your Optus Shares. Detailed terms of the Offer and further information regarding SingTel, its intentions for Optus and the profile of SingTel after the acquisition are contained within this Bidder's Statement. You should read this Bidder's Statement and the Target's Statement from Optus carefully before making any decision regarding your Optus Shares. "SingTel's goal is to become the leading integrated communications service provider in the Asia Pacific region. It is already the leading integrated communications service provider in Singapore and has a significant presence in key markets around the Asia Pacific region, such as India, the Philippines and Thailand. Together with its partners, SingTel is also proud to have been granted a license as one of the new entrants to provide basic telecommunications services in Taiwan. "SingTel is the largest company listed on the Singapore Stock Exchange with a market capitalization of S$28.1 billion as at 30 April 2001. For the year ended 31 March 2001, SingTel's total operating revenue exceeded S$4.9 billion with profit after tax before extraordinary items of S$2.3 billion. SingTel, on the basis of its pro-forma market capitalization as at 30 April 2001 following the acquisition of Optus, will be the seventh largest company listed on the Australian Stock Exchange and one of the five largest listed communications companies in the Asia Pacific region (excluding Japan). "SingTel Australia is offering you a choice of three consideration alternatives: (i) SingTel Shares, (ii) a combination of SingTel Shares and cash, or (iii) a combination of SingTel Shares, cash and SingTel Bonds. The SingTel Board believes this choice provides Optus Shareholders with the flexibility to choose the consideration that most suits their individual circumstances. The SingTel Board believes that the SingTel Shares offered to you represent an attractive investment and will enable you to participate in a leading Asia Pacific integrated communications service provider. SingTel is seeking to be listed on the Australian Stock Exchange, in addition to its existing listing on the Singapore Stock Exchange. "Following the acquisition of Optus, SingTel believes it will have a compelling strategic position in the communications industry in the Asia Pacific region and that benefits will accrue to both SingTel and Optus. If SingTel's Offer is successful, SingTel will: "* have one of the Asia Pacific region's most extensive multiple market cellular operations, with a total subscriber base close to 11 million subscribers across five markets; "* have one of the most extensive and advanced data communications networks in the Asia Pacific region, consisting of submarine, satellite and domestic backhaul networks covering key markets in the region and providing global connectivity; "* have more diverse, stable revenue streams, with attractive growth prospects; "* be of a greater size and scale than the stand-alone SingTel and Optus groups with potential to continue expansion; and "* remain financially strong with the flexibility to continue to fund the future growth of its businesses. "I look forward to welcoming you as a SingTel Shareholder." CABLE & WIRELESS: Recommendations Of Directors Re SingTel Bid ------------------------------------------------------------- The Independent Directors, who are not associated with Optus' parent, Cable and Wireless plc, and who are not executives of Optus are Gavin Campbell, John Cloney, Greg Haustorfer, Sean Howard and John Morschel. On balance, the Independent Directors recommend acceptance of SingTel's Offer. The Independent Directors have concluded that the decision whether or not to accept SingTel's Offer is finely balanced in light of each of the matters considered in the Letter from the Independent Directors, in particular: * the fact that Grant Samuel considers the SingTel Offer not fair but reasonable; * the background to receipt of SingTel's Offer; and * on the basis of representations made to the Independent Directors by Cable and Wireless plc, the Independent Directors consider it is highly likely that CWAP will accept SingTel's Offer for all of its Optus Shares and, accordingly, that control of Optus will almost certainly pass. In deciding whether or not to accept SingTel's Offer, shareholders should take into account their own personal circumstances, the contents of this Target's Statement and the Bidder's Statement. The Independent Directors further recommend that you seek the advice of your professional adviser. Each of the Independent Directors who holds shares in Optus intends to accept SingTel's Offer in relation to his own shares by electing the Share and Cash Alternative and the Transfer Alternative method of acceptance. Executive Directors - No Recommendation The Executive Directors are Chris Anderson and Norman Gillespie. These Directors do not consider it appropriate for them to make a recommendation on SingTel's Offer as each of them is presently discussing a possible employment contract with the SingTel Group and each is a participant in some of the employee benefit schemes referred to in Section 3.19(f). The Offer, if successful, would satisfy some of the conditions for receipt by participants of the benefits provided under those schemes. Directors Of C&W - No Recommedation Sir Ralph Robins, Robert Lerwill and Stephen Pettit, all of whom are directors of both Cable and Wireless plc and Optus, are not making a recommendation in relation to SingTel's Offer. Cable and Wireless plc and its wholly owned subsidiary, CWAP, have entered into the Pre-Bid Agreement with SingTel under which CWAP has agreed to accept SingTel's Offer in relation to 19.8% of Optus Shares. Accordingly, Cable and Wireless p1c and these directors have an interest in the successful completion of SingTel's Offer. These directors are not making a recommendation in relation to SingTel's Offer as they believe it would be inappropriate to make a recommendation in these circumstances. Conclusions Of The Independent Expert The Independent Directors arranged for Grant Samuel to prepare an independent expert's report to assist Optus shareholders by providing an opinion on the fairness and reasonableness of SingTel's Offer. A copy of that report is set out in full in Annexure 1 to this Target's Statement. The report is dated 10 May 2001 and the SingTel share price and S$/A$ exchange rate in the summary are as at 9 May 2001. The following summary of Grant Samuel's conclusions is set out in Section 2 of the covering letter to its report: "The SingTel Offer is not fair but is reasonable. A comparison of Grant Samuel's valuation of Optus (A$3.85-4.42 per share) and the value attributed to the SingTel Offer suggests that the SingTel Offer is not fair but is only just not fair. However, this analysis must be treated with caution: "the valuation of Optus and of telecommunications companies generally is uncertain. These valuations are based on assumptions about volumes, pricing, cost structures and capital expenditure over the long term that are vulnerable to changes in consumer behavior, to technological developments and to competitive action. Changing expectations have in fact contributed to a significant downturn in telecommunications company valuations over the last 12 months but telecommunications company valuations are still generally based on assumptions about long term growth in revenue that could prove to be optimistic; and "the value of the SingTel Offer is uncertain because it depends both on the price at which SingTel shares trade after the acquisition of Optus and the S$/A$ exchange rate. Based on the current SingTel share price of S$1.75 and at prices up to S$1.90 the SingTel Offer would not be fair. In Grant Samuel's judgment it is likely that SingTel shares will trade at prices in the range S$1.70-$1.90 when the market stabilizes post the acquisition of Optus. At the top of this range the value of the Offer almost matches the bottom of the Optus valuation range. Alternatively, if the Australian dollar weakens against the Singapore dollar and the S$/A$ exchange rate rises from the current level of 1.045 to above 1.143, the offer would be fair based on a share price of S$1.75. "The contrary opinion that the SingTel Offer is fair is supported by the fact that it is the best offer resulting from a worldwide auction and, arguably, must be fair by definition. A valuation is a theoretical attempt to estimate the highest price that would be paid for a company. In this case, while there was in the final analysis few, if any, other buyers for all of Optus at this time, the fact remains that no higher offer was submitted after a worldwide search. Moreover, Cable & Wireless plc (Cable & Wireless), an experienced, international telecommunications company, was prepared to sell its controlling shareholding on the terms announced. This argument must raise the question as to whether Optus is over-valued at A$3.85-4.42 per share. On the other hand it needs to be understood that the SingTel Offer had a much higher value at the time the takeover was announced on 26 March 2001. The consideration elected by Cable & Wireless had a value then of A$3.91 per share and the share and cash alternative was worth A$4.42 per Optus share. "The SingTel Offer is reasonable. If SingTel does not acquire 100 percent of Optus, Grant Samuel expects that under current market conditions, Optus shares will trade at a significant discount to the value of the share and cash alternative unless there is confidence that SingTel would need to acquire 100 percent of Optus. While a subsequent higher bid to mop up minorities is a possibility, reliance on this outcome as a reason for not accepting the SingTel Offer would be unwise." Grant Samuel also states in its report: "Acceptance of the SingTel Offer is recommended in the absence of a high level of confidence that SingTel would need to make a subsequent bid to `mop-up' any minority shareholdings in Optus." You are urged to read the Independent Expert's Report in its entirety because it is important to understand the assumptions used by Grant Samuel in forming its opinion. That report also explains the concepts of `fair' and `reasonable' as used in the extract above. Offer Period Unless SingTel's Offer is withdrawn or extended, it is open for acceptance from 23 May 2001 until 7.00pm Sydney time on 3 July 2001. For an acceptance of SingTels Offer to be valid, it must be received before the end of the Offer Period. See Section 9.9 of the Bidder's Statement for more information. (a) Extension Of The Offer Period By SingTel Australia Under the Corporations Law, SingTel Australia must extend the Offer Period if, within the last seven days of the Offer Period: * SingTel Australia improves the consideration under SingTel's Offer; or * SingTel Australia's voting power in Optus increases to more than 50 percent. If either of those events occurs, SingTel's Offer must be extended so it ends 14 days after the event. In addition, SingTel Australia may (but need not) extend the Offer Period at any time before the end of the Offer Period unless restricted by section 650C(2) of the Corporations Law. In any event, under the Implementation Agreement: * SingTel Australia must extend the Offer Period by at least two weeks if it is not entitled to proceed to compulsory acquisition at the Unconditional Date; and * from the Unconditional Date, the Offer Period can be extended by no more than three extensions of two weeks each. Accordingly, the Offer Period cannot be extended by more than six weeks in total from the Unconditional Date (unless an extension is required under the Corporations Law, as described above). (b) Withdrawal Of The Offer By SingTel Australia SingTel Australia may not withdraw the Offer made to you if you have already accepted the Offer. Before you accept the Offer, SingTel Australia may withdraw the Offer with the written consent of ASIC. PASMINCO LIMITED: Acquires Ernest Henry Mine -------------------------------------------- MIM Holdings Limited has completed the purchase and on-sale to an investment company led by Westpac Banking Corporation of the 49% interest in the Ernest Henry copper-gold mine previously owned by Pasminco Limited. Details of the transactions were announced on 23 March 2001. PASMINCO LIMITED: Posts Higher Production In Q3 ----------------------------------------------- Pasminco Limited's March quarter production of total zinc and lead from mines and smelters was 28 percent higher than the corresponding quarter in 2000 and 2 percent above the December quarter, Pasminco Managing Director and Chief Executive D Stewart reports. Although production results are encouraging, metal prices deteriorated further during the March quarter. The zinc price has dropped more than $50 per ton since the half-year results were announced on 28 February. If the current price is maintained until the end of June, the average zinc price for the half will have been $100 lower than in the first half. At this price, the improvements in production and costs will be substantially offset by reduced revenues and the second half result will represent only a marginal improvement on the first half loss. Pasminco is therefore unlikely to return to profit in this half as had been expected. Management remains focused on delivering a significant and sustainable improvement in operational performance, reducing debt and restoring shareholder value. The Business Improvement Program is already having a positive effect and this will accelerate during the second half of the current calendar year. Pasminco remains a beneficiary of the present exchange rate despite having 70-80 percent of US$ revenue exposure hedged. The outlook for metal prices is that they will remain flat in the short term pending a clearer view of economic activity in the United States and global growth. On 24 April the proceeds of the disposal of Pasminco's interest in the Ernest Henry Copper-Gold Mine were received from MIM Holdings and applied to reduction of debt. People & Safety Pasminco recognizes that operational performance is intrinsically linked to safety and health performance. This quarter has provided an improved performance in safety although performance over the past twelve months has been patchy. The Company continues to focus on all injuries, not only those leading to lost time. The Medically Referred Injury Frequency Rate (MRIFR) continues to improve. However, there were a number of high potential incidents and injuries, which have led to renewed focus on safety leadership and behavior progress. The key to a safe workplace is through the development of a safety culture where all Pasminco people show a genuine desire to protect not only their own safety but also the safety of their fellow workers. It is critical that safety is not compromised as major change programs are implemented to improve our financial and operational performance. Currency Options Two years ago Pasminco put in place a forward currency option program to provide protection against the expected strengthening of the Australian dollar. To minimize the cost of this protection, Pasminco opted to put in place a cap and floor strategy, which minimized the cost of the option program by offsetting the potential benefits of a weak currency against the potential risks from a strong currency. In addition the acquisition of Savage Resources saw Pasminco take on long forward option positions previously put in place by Savage. In total these positions represent approximately 80 percent of US$ revenues this year and a declining percentage thereafter. The currency has experienced an unprecedented period of volatility, pushing the Australian dollar to historically low levels. However, the Company continues to benefit from the weak dollar to the extent of its unhedged US$ dollar revenue. The Board continues to review the Company's risk management strategies for currency exposures and will be alert to opportunities to unwind the currency positions. Debt The exchange rate volatility has also impacted the costs of servicing our US$ debt facilities. Despite making significant repayments under our facilities during the year past, the absolute level of debt has increased in Australian dollar terms. The sale of the Pasminco share in the Ernest Henry Mine to MIM Holdings was announced during the quarter with an initial payment of $115 million received on 24 April applied to debt reduction. The previous agreement with Aquila Resources, which prompted MIM to exercise its pre-emptive right, has terminated and a "break fee" of $3 million has been paid. Gearing is presently above the level targeted by the Board, primarily due to the impact of the lower exchange rate on translation of the US$ debt into Australian currency. Share Price The increase in our gearing and the continuing impact of losses on our currency options, when taken together with a poor first half result, have fuelled pessimistic market sentiment around Pasminco. The Company can weather a sustained period of low metal prices and a weak Australian dollar. However, delivery of the Business Improvement Program is central to a recovery in the performance of Pasminco and its share price. Sensitivities A US$25 per ton movement in the zinc price translates to a A$25 million after tax impact on Pasminco profit - if the zinc price increases profit increases. A one cent movement in the A$/US$ exchange rate translates to a A$5 million after tax impact on Pasminco profit after taking into account the options position - if the A$ strengthens profit is reduced. Production Summary 9 MTHS 9 MTHS Tons ENDED ENDED Mar 31/01 March 31/00 Mine production - contained zinc 591,194 296,453 - contained lead 144,462 125,137 Metal production- zinc 504,315 500,953 - lead(1) 205,458 215,833 Total production 1,445,429 1,138,376 (1) Includes quenched bullion production from Cockle Creek smelter, all of which is now refined at Port Pirie. Review Of Operations Mining At the Century mine, contained zinc in concentrate produced was 105,052 tons, equivalent to 84 percent of rated capacity. Zinc recoveries for the quarter were 78 percent. Production was impacted by a routine mill maintenance shutdown in February. Ore throughput of 1,159,126 tons was broadly in line with the previous quarter. Zinc ore grade, at 11.3 percent, was lower than the previous quarter, and is expected to remain at this level during the June quarter. A further mill maintenance shutdown planned in April will result in June quarter ore throughput being maintained at similar levels to the March quarter. Notable performance features among the Group's underground mines were: * Higher zinc and lead ore grades at both the Rosebery and Elura mines * The Clinch Valley mine achieving design levels of ore grade and capacity following its restart in July 2000 * Higher ore throughput at the Gordonsville mine * Lower ore throughput at Broken Hill Smelting The Group's zinc metal production was ahead of both the previous and corresponding quarters. Higher metal production at Budel and Clarksville and the Hobart smelter's return to normal production levels following a fire in December 2000, was partially offset by lower production at the Cockle Creek smelter. Cockle Creek was impacted by mechanical difficulties in the blast furnace, which have since been rectified. Lead metal production was below the previous and corresponding quarters, due to lower blast furnace throughput at the Port Pirie smelter. A blast furnace maintenance shutdown at Port Pirie has commenced. Exploration Exploration expenditure for the quarter was $3.1 million, down from $8.9 million in the previous quarter. Activity focused on the Cobar Basin, Mt Isa Block, Western Tasmania and Central Peru. Expenditure will continue to be restrained for the remainder of calendar 2001. [Detailed site by site production figures have been released to the Australian Stock Exchange and are available on the website.] Business Improvement Program As a result of falling metal prices and a weaker Australian dollar, the outlook for Pasminco has deteriorated since the Annual General Meeting in October last year. Profitable trading continued in the first quarter of this fiscal year, however as 2000 drew to a close it became clear that Pasminco would not meet the profit expectations of the market. The first half loss announced on 28 February 2001 underlined the need to lift performance, lower the Company's cost structure and critically review the asset base. These issues are being addressed as matters of urgency through a comprehensive Business Improvement Program. The program will take significant recurrent costs out of the operations, enhance the reliability of production from the businesses and leverage the organization and management restructuring undertaken in 2000. By the end of calendar year 2001, this program is expected to deliver a sustainable improvement in earnings before interest and tax at an annual rate of more than $100 million. Although the program will take time to fully implement, the focus is on delivery of early gains through reduced costs and increased output. Reduced manning, group purchasing, lower cost transaction processing, improved stability of production processes, revised mine planning and better management of in-process materials are examples of initiatives contained within the program. There is a strong focus on reducing energy use and containing cost increases in material and labor inputs without sacrificing Pasminco's established high safety and environmental standards. Discretionary expenditure has been curtailed and programs in business systems and exploration have been significantly reduced. The greatly strengthened ore reserve position of the Company resulting from the Century Project and ownership of the yet un- developed deposit at Dugald River permit exploration expenditure to be cut back this calendar year. Outlook There is a clear focus on efficiency programs and cost reduction. The Board and management are encouraged by the very significant and committed effort of all Pasminco people to deliver the Business Improvement Program. The class action relating to the environmental performance of smelters at Cockle Creek and Port Pirie has now been dismissed in both the Federal Court and the Victorian Supreme Court, underlining the Company's view that a class action is an inappropriate way to deal with these issues. People with legitimate concerns should contact the Company directly. Pasminco needs the continuing support and confidence of its local communities and legal actions should remain a last resort to resolving any issues in respect of Pasminco operations. PASMINCO LIMITED: Perilya Answers AFR Article --------------------------------------------- In response to the article that appeared on the Australian Financial Review, Perilya Limited Managing Director T.M. Clifton wrote: "In the Australian Financial Review [dated May 11], it has been reported that Perilya is in negotiations to acquire the Broken Hill zinc and lead mining operation from Pasminco Limited. "In response to this article, we advise that the Broken Hill operation is one of the opportunities that Perilya is currently reviewing as part of its stated strategy to acquire a long life mining or development opportunity. "At this stage it is too early to comment on any likely outcome." PASMINCO LIMITED: S&P Reviews Credit Rating ------------------------------------------- Credit ratings agency Standard & Poor's has changed its long term rating on Pasminco to BB+ (stable) from BBB- (negative outlook). Managing Director & CEO of Pasminco David Stewart expressed his disappointment at the decision. "While their assessment of our current position is not in question, the decision does not seem to take a longer-term view of the metal price cycle." Stewart said the change in rating had little impact on the Company's current borrowings, although it did potentially add to the cost of future debt raising. "Given the present low zinc price and our recent poor performance, the rating review is not surprising, however, it does not alter our immediate focus on lifting performance and reducing the overall level of our borrowings," he said. RECKON LIMITED: Applies For Quotation Of Additional Securities -------------------------------------------------------------- Reckon Limited, in its application for the quotation of additional securities and agreement, provides the Australian Stock Exchange the following information: Part 1 - All Issues 1. Class of securities issued Ordinary shares or to be issued 2. Number of securities issued 12,028,245 or to be issued (if known) or maximum number which may be issued 3. Principal terms of the securities Fully paid Ordinary Shares (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) 4. Do the securities rank equally Yes in all respects from the date of allotment with an existing class of quoted securities If the additional securities do not rank equally, please state: * the date from which they do * the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment * the extent to which they do not rank equally, other than in relation to the next interest payment 5. Issue price or consideration $0.1922 6. Purpose of the issue (if Working capital requirements issued as consideration for the acquisition of assets, clearly identify those assets) 7. Dates of entering securities 17/05/2001 into uncertified holdings or dispatch of certificates Number Class 8. Number and class of all 117,898,001 Ordinary securities quoted on ASX (including the securities in clause 2 if applicable) Number Class 9. Number and class of all 1,364,319 Ordinary securities not quoted 5,137,221 Options on ASX (including the securities in clause 2 if applicable) 10.Dividend policy (in the case Same as existing of a trust, distribution policy) on the increased capital (interests) Part 2 - Bonus Issue or Pro Rata Issue Items 11 to 33 are Not Applicable Part 3 - Quotation Of Securities 34. Type of securities (tick one) (a) X Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have Ticked Box 34(a) Additional Securities Forming a New Class of Securities (If the additional securities do not form a new class, go to 43) Tick to indicate you are providing the information or documents 35. The names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders 36. A distribution schedule of the additional securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - and over 37. A copy of any trust deed for the additional securities (now go to 43) Entities that have Ticked Box 34 (b) Items 38 to 42 are Not Applicable All Entities Fees 43. Payment method (tick one) Cheque attached Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities. Quotation Agreement Director and Company Secretary P Hayman writes: "1. Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides. "2. We warrant to ASX that the issue of the securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those securities should not be granted quotation. We warrant to ASX that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) of the Corporations Law. "3. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. "4. We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete." ================================ C H I N A & H O N G K O N G ================================ CELLCO LIMITED: Faces Winding Up Petition ----------------------------------------- The petition to wind up Cellco Limited is set for hearing before the High Court of Hong Kong on June 13, 2001 at 9:30 AM. The petition was filed with the court April 12, 2001, by Soda S.A. whose registered office is situated at Box Postale 25, Zone Industriel due Cardonnoy, 76390, Aumale, Republic of France. HUA MAI: Winding Up Petition Set For Hearing -------------------------------------------- The winding up petition against Hu Mai Industries Limited is scheduled to be heard before the High Court of Hong Kong June 20, 2001 at 10 AM. The petition was filed with the court on April 27, 2001, by The Kwangtung Provincial Bank Limited of 1ST- 3RD floors, Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong. LEARNING CONCEPTS: Issuing New Stock and Debentures ----------------------------------------------------- Learning Concepts Holdings Limited proposes issuance of new Shares and Convertible Debentures under an arrangement, proposed to be implemented by way of the Scheme, to settle debts due from Team Concepts, a wholly owned subsidiary of the Company, to its unsecured creditors as of 31 March 2001. If the Scheme is implemented, the Company will be issuing: 1. a total number of 389,347,759 new Shares, credited as fully paid at par, of an aggregate amount of HK$38,934,776 in value, representing approximately 5.872 percent of the issued share capital of the Company as at the date of this announcement and approximately 5.546 percent of such issued share capital as enlarged by the issue of such Shares; and 2. Convertible Debentures of an aggregate amount of HK$38,934,776 in value and, assuming full conversion of all Convertible Debentures, a total number of 389,347,759 Conversion Shares will be issued at a conversion price equal to the nominal value of each Share, representing approximately 5.872 percent of the issued share capital of the Company as at the date of this announcement, approximately 5.546 percent of such issued share capital as enlarged by the issue of the Conversion Shares and approximately 5.255 percent of such issued share capital as enlarged by the issue of the Conversion Shares and those Shares referred to in paragraph 1 above. The Scheme will only become effective and binding between the Company, Team Concepts and the Scheme Creditors if the conditions described below are fulfilled. The Company will make further announcements to keep shareholders informed if and when the Scheme is approved by the Court and of any material changes to the terms of the Scheme from those described in this announcement. Trading of the shares of the Company has been suspended from 2:30 p.m. on 17 May 2001 pending the issue of this announcement and an application has been made for the resumption of trading of the shares of the Company with effect from 10:00 a.m. on 18 May 2001. Scheme Debt Settlement The Directors announce that the Company proposes to issue new Shares and Convertible Debentures under an arrangement, proposed to be implemented by way of the Scheme, to settle debts due from Team Concepts, a wholly owned subsidiary of the Company, to its unsecured creditors as of 31 March 2001. Team Concepts has, on the date of this announcement, submitted an originating summons to the Court to apply for an order that a meeting of its unsecured creditors be held to consider and, if thought fit, to approve the Scheme as required by the Companies Ordinance. Principal terms of the Scheme Under the Scheme as presently proposed, all debts owed by Team Concepts to its unsecured creditors as of 31 March 2001 will be discharged on the Effective Date by: 1. in respect to each Scheme Creditor whose portion of the Scheme Debts is equal to or less than HK$10,000, paying to such Scheme Creditor a cash amount representing HK$0.40 for every HK$1.00 comprising its portion of the Scheme Debts; and 2. in respect to each Scheme Creditor whose portion of the Scheme Debts exceeds HK$10,000, issuing to such Scheme Creditor: (a) one new Share, credited as paid up in full at par, for every HK$1.00 comprising its portion of the Scheme Debts; and (b) a Convertible Debenture in an aggregate principal amount representing HK$0.10 for every HK$1.00 comprising its portion of the Scheme Debts. Effects of the Scheme The Scheme would, if implemented, result in: (a) the termination of all debts due from Team Concepts to the Scheme Creditors as of 31 March 2001; (b) all Scheme Creditors, whose individual portion of the Scheme Debts is equal to or less than HK$10,000, receiving an aggregate cash amount of HK$117,521; and (c) all Scheme Creditors, whose individual portion of the Scheme Debts exceeds HK$10,000, receiving: (i) a total number of 389,347,759 new Shares, credited as fully paid at par, of an aggregate amount of HK$38,934,776 in value, representing approximately 5.872 percent of the issued share capital of the Company as at the date of this announcement and approximately 5.546 percent of such issued share capital as enlarged by the issue of such Shares; and (ii) Convertible Debentures of an aggregate amount of HK$38,934,776 in value and, assuming full conversion of all Convertible Debentures, a total number of 389,347,759 Conversion Shares will be issued to such Scheme Creditors at a conversion price equal to the nominal value of each Share, representing approximately 5.872 percent of the issued share capital of the Company as at the date of this announcement, approximately 5.546 percent of such issued share capital as enlarged by the issue of the Conversion Shares and approximately 5.255 percent of such issued share capital as enlarged by the issue of the Conversion Shares and those Shares referred to in sub-paragraph (i) above. Shares All new Shares proposed to be issued under the Scheme and all Conversion Shares will be credited as fully paid, will rank pari passu in all respects with all Shares in issue on the respective dates of allotment, will be free from all claims, liens, charges, equities and encumbrances and third party rights of any kind and together with all rights attaching thereto from the respective dates of allotment, including the right to receive all dividends and distributions declared, made or paid on or after such dates. Among the total indebtedness of HK$389,641,560 to the Scheme Creditors as of 31 March 2001, HK$270,470,021 is being owed to the wholly owned subsidiaries of the Company. These wholly owned subsidiaries of the Company will waive their entitlements to any new Shares for settlement of their debts with Team Concepts. All Shares proposed to be issued under the Scheme and all Conversion Shares will, if the Scheme is implemented, be issued under the general mandate to issue Shares granted to the Directors at the special general meeting of the Company on 8 January 2001. An application will be made to the Stock Exchange for the granting of the listing of and permission to deal in all such Shares and the Conversion Shares. Convertible Debentures The Convertible Debentures proposed to be issued in accordance with the Scheme will be issued in registered form and constituted under an instrument to be executed by the Company by way of deed poll and will be issued subject to and having the benefit of at least the following principal terms and conditions: (a) the principal amount outstanding under each Convertible Debenture will not bear any interest and will, unless converted in accordance with paragraph (c) below, be repaid by the Company to the holder thereof in full on or before 31 December 2001; (b) the Company may redeem all or any part of the principal amount outstanding under each Convertible Debenture at its full face value at any time prior to 31 December 2001 by written notice of not less than seven days served on the holder; (c) the holder of each Convertible Debenture may convert all (but not part only) of the principal amount outstanding under its Convertible Debenture into Shares at a conversion price equal to the nominal value of each Share at any time from the day after the date of issue of its Convertible Debenture prior to the repayment of any such principal amount; (d) all Conversion Shares will be issued free from all claims, charges, lien, encumbrances and equities and be identical and will rank pari passu in all respects with the Shares then in issue; (e) the holder of a Convertible Debenture will not be entitled to attend or vote at any general meetings of the Company by reason only of it being a holder of such Convertible Debenture; (f) no application will be made for the listing of or permission to deal in the Convertible Debentures on the Stock Exchange or any other stock exchange and none of the Convertible Debentures may be assigned or transferred unless with the prior approval of the Company and the notification to the Stock Exchange. The Company has undertaken to notify the Stock Exchange immediately any dealings by any of the substantial shareholders and directors of the Company and their respective associates from time to time in the Convertible Debentures. Issue price and conversion price The price at which each new Share is proposed to be issued under the Scheme is equal to the nominal value per Share (i.e. HK$0.10). This represents a premium of about 75.44 percent to the price of HK$0.057 per Share immediately before suspension as quoted on the Stock Exchange at 2:30 p.m. on 17 May 2001 and a premium of about 60.77 percent to the average closing price of HK$0.0622 as quoted on the Stock Exchange for the ten trading days up to and including 17 May 2001 (immediately before suspension at 2:30 p.m.). The price at which each Conversion Share will be issued is also equal to the nominal value of each Share. Conditions of the Scheme The Scheme will become effective and binding between the Company, Team Concepts and the Scheme Creditors provided that each of the following conditions is fulfilled on or before 15 July 2001 (or such later date as the Court may allow on the application of the Company): (a) the approval of the Scheme by a majority in number representing three-fourths in value of the Scheme Creditors who, being so entitled, are present in person or by proxy and vote at the Court Meeting, the sanction by the Court of the Scheme and the delivery of a copy of the order sanctioning the Scheme to the Registrar of Companies of Hong Kong for registration; and (b) the granting by the Listing Committee of the Stock Exchange of the listing of and permission to deal in all new Shares to be issued pursuant to the Scheme and the Conversion Shares. Effective Date The Scheme will become effective upon an office copy of the order of the Court sanctioning the Scheme being duly registered by the Registrar of Companies in Hong Kong. Information On The Group The Group is principally engaged in the design, manufacture and marketing of electronic learning toys and consumer electronic products. Information On Team Concepts Team Concepts is a wholly owned subsidiary of the Company and was incorporated in Hong Kong on 19 March 1982 under the Companies Ordinance. The principal activities of Team Concepts are the manufacture of telecommunication and consumer electronics products and the procurement of materials for telecommunication and consumer products. The audited net loss after taxation and net liabilities of Team Concepts for the year ended 31 December 1999 were HK$15,125,571 and HK$36,996,895 respectively. The unaudited net loss after taxation and unaudited net liabilities of Team Concepts for the fifteen months ended 31 March 2001 were HK$66,814,246 and HK$125,812,983 respectively. Reason For The Scheme As of 31 March 2001, Team Concepts was indebted to its unsecured creditors in the aggregate sum of approximately HK$389,641,560 of which HK$270,470,021 is owed to the wholly owned subsidiaries of the Company and HK$119,171,539 is owed to other Scheme Creditors, which sum together with interest and charges thereon is still due and owing. On 14 May 2001, the directors of Team Concepts resolved to put forward a proposal to the Scheme Creditors, intended to be implemented by way of the Scheme, to discharge in full and extinguish all debts due from Team Concepts to the Scheme Creditors as of 31 March 2001. If the Scheme is implemented, the outstanding liabilities of Team Concepts as of 31 March 2001 will be reduced by about HK$334.1 million. The outstanding liabilities of HK$55.5 million are the bank loan and will remain outstanding. Based on the above, the Directors believe that, if the Scheme is implemented, the overall indebtedness of the Group will be reduced and its financial position improved. The Directors are of the view that the proposed terms of the Scheme are fair and reasonable and the implementation of the Scheme is in the interest of the Group and the shareholders of the Company as a whole. Resumption Of Trading Trading of the shares of the Company has been suspended from 2:30 p.m. on 17 May 2001 pending the issue of this announcement and an application has been made for the resumption of trading of the shares of the Company, effective 10:00 AM on 18 May 2001. General The effectiveness of the Scheme is conditional on, among other things, the Scheme having been approved by a majority in number representing three-fourths in value of the Scheme Creditors. Team Concepts has applied to the Court for an order convening the Court Meeting. The Directors confirm that the proposed issuance of new Shares and Convertible Debentures to settle the unsecured debts of Team Concepts will not affect the completion of the major and connected transactions for the Company as announced on 22 March 2001. The shareholders and investors of the Company are advised to exercise extreme caution when dealing with the Shares of the Company. LEARNING CONCEPT: Trading Suspended ----------------------------------- At the request of Learning Concepts Holdings Limited, trading in its shares has been suspended with effect from 2:30 PM 17 May 2001, pending an announcement of the proposed issuance of new shares and convertible debentures to settle the unsecured debts of Team Concepts Manufacturing Limited, a wholly owned subsidiary of the Company. NEW WORLD: Enters Into Deal With Mega Easy ------------------------------------------ The board of directors of the New World Development Company Limited revealed that on 17 May 2001, an agreement was entered into between Mega Easy as vendor, the Purchaser as purchaser and the Company as the Purchaser's guarantor whereby Mega Easy has agreed to sell the entire issued share capital of Biowin to the Purchaser at a consideration not exceeding 3 percent of the consolidated net asset value of the Company as disclosed in its latest published consolidated audited accounts and upon the terms and conditions therein contained. Mega Easy is a direct wholly-owned subsidiary of NWDHI which is beneficially owned as to 64 percent by the Company and 36 percent by CTF and the Purchaser is a direct wholly-owned subsidiary of the Company which is owned as to approximately 37 percent by CTF. Accordingly, the Acquisition constitutes a connected transaction for the Company and falls within the de minimus provisions under Rule 14.25(1) of the Listing Rules. Details of the Acquisition will be included in the Company's next published annual report and accounts. 1. Acquisition 1.1 Details Of Agreement Date: 17 May 2001 Vendor: Mega Easy Purchaser: Firmshare Investments Limited, a wholly-owned subsidiary of the Company Purchaser's guarantor: the Company Assets sold: the entire issued share capital of Biowin Activities of Biowin Biowin is the beneficial holder of 75 percent of the entire issued share capital of Eurasia, which carries on the business of operating the Hotel held under a sub-lease expiring on 28 December 2010. Consideration By reference to Biowin's net assets value and the dividend derived as shareholder of Eurasia, the aggregate consideration will not exceed 3 percent of the consolidated net asset value of the Company of HK$57,148 million as disclosed in its latest published consolidated audited accounts. Completion Completion is expected to take place on or before 31 May 2001. 1.2 Basis Of Determining Consideration The consideration for the Acquisition has been arrived at after arm's length negotiation between the parties and is on normal commercial terms. The directors, including the independent non- executive directors, of the Company believe that the Acquisition is fair and reasonable and is in the interest of the Company and its shareholders as a whole. The consideration for the Acquisition will be financed by internal resources. 1.3 Reason For The Acquisition The Company through its wholly-owned subsidiary is the owner of the property on which the Hotel is situated. The Acquisition will enable the Company to consolidate its ownership of the Hotel, and its interests and that of its connected party in the operator of the Hotel business herein. The remaining 25 percent of the issued share capital of Eurasia is held by an independent third party. 2. Connection Between The Parties To The Acquisition Mega Easy is a direct wholly-owned subsidiary of NWDHI which is beneficially owned as to 64 percent by the Company and 36 percent by CTF and the Purchaser is a direct wholly-owned subsidiary of the Company which is owned as to approximately 37 percent by CTF. Accordingly, the Acquisition constitutes a connected transaction for the Company. 3. Further Information The Company is principally engaged in the business of property investment and development, infrastructure, services, telecommunications and technology. The Acquisition constitutes a connected transaction for the Company under the Listing Rules. The consideration payable for the Acquisition represents less than 3 percent of the consolidated net asset value of the Company as disclosed in the latest published audited consolidated accounts of the Company and falls within the de minimus provisions under Rule 14.25(1) of the Listing Rules. Details of the Acquisition will be included in the next published annual report and accounts of the Company in accordance with the Listing Rules. ================= I N D O N E S I A ================= BANK DANAMON: Faces Bankruptcy Petition --------------------------------------- Publicly listed Bank Danamon is up against a bankruptcy petition, filed by petitioner Bank IFI, Jakarta Post reported Friday. Bank IFI is charging Bank Danamon for neglecting payments on its debts and obligations totaling US$12 million in principal, interests, and penalties, which the bank incurred after its merger with seven other banks including Bank Nusa Nasional, which originally owed the debts. The Central Jakarta Commercial Court accepted Thursday last week the petition, notwithstanding the opposition from the central bank, Bank Indonesia, the report said. As to the court's acceptance of the case, Chief Judge Subari explained, "The validity (of the petition) comes later, that's part of the case's substance," adding that a rejection would be tantamount to handing down a verdict. Bank Indonesia, the report said, argues that the case filed by Bank IFI has violated the bankruptcy law, citing that only Bank Indonesia, under the 1998 bankruptcy law, has the authority to file a petition against a bank. CHANDRA ASRI: IBRA To Block Debt Revamp Plan -------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) foresees failure in the $700-million debt restructuring plan for PT Chandra Asri, Bloomberg reported Thursday last week. The Financial Sector Policy Committee (FSPC)-drafted plan, the report said, calls for a debt-to-equity conversion of $375 million of IBRA's $425-million total loans given to Chandra Asri into a 31-percent stake, while Japan's Marubeni Corporation is asked to provide a debt-waiver involving $100 million of its total loan exposure of $700 million for 20 percent stake. IBRA officials believe this debt workout deal is made more advantageous for Marubeni, Bloomberg said. IBRA has not signed the deal yet, as IBRA staff is reported to be opposing the deal. ========= J A P A N ========= MITSUBISHI HEAVY: Posts Losses Second Year Running -------------------------------------------------- Mitsubishi Heavy Industries Limited has dropped into red for the fiscal year 2000, posting a consolidated net loss of Y20.35 billion, Japan Times Online reported yesterday. The loss, however, narrowed by around 85 percent from last year's Y137.01 billion, the report said. In addition, the loss was attributed to evaluation loss results on securities holdings, and its investment loss from its 23 percent holdings in the ailing carmaker Mitsubishi Motors Corp. Meanwhile, group sales was listed at Y3.045 trillion, climbing by around 5.9 percent due to increase in order volumes. MITSUBISHI MOTORS: Idling One Production Line In 2002 ----------------------------------------------------- Under another restructuring program, Mitsubishi Motors Corporation (MMC) is set to shut down one passenger-car production line in its Mizushima plant in Kurashiki, Okayama Prefecture next year, Kyodo News reported over the weekend. The plant currently has four of the passenger-car production lines. NEC CORP: Revamps US Unit's Manufacturing Operations ---------------------------------------------------- NEC Corporation's US-based unit, NEC Electronics, has cut about 400 jobs early last week, in addition to the first 100 employees who were retrenched last month as a result of the shut down of the unit's assembly and test operations, The Asian Wall Street Journal reported Friday. 200 more jobs will be axed by the end of the third quarter, reducing the unit's 2,200-strong workforce by over 40 percent. The move is part of the firm's restructuring program in attempts to cut costs and bolster the American operations, which is already undergoing a shift in production from DRAM memory to higher value system LSI and logic devises needed in the communications market, The Journal said. SEAGAIA: Deal With Ripplewood Calls For Gov't Aid ------------------------------------------------- In order to continue the operations of the Ocean Dome of the failed resort operator Seagaia, Phoenix Resort Limited in Miyazaki, local government funding is deemed necessary, as stipulated in the agreement signed by both the resort's bankruptcy administrator and American investment firm, Ripplewood Holdings LLC, Yomiuri Shimbun reported yesterday. According to sources close to the negotiations, both parties agreed to ask for financial assistance from either the government of the Miyazaki Prefecture, in the form of ownership of the Ocean Dome indoor swimming pool, or the city government, through the provision of special options in taxes, the report said. The clause, was specifically devised to unload a part of the financial burden to be assumed by Ripplewood in its takeover in Seagaia. Otherwise it appeared Ripplewood would pull out from the operations, as the investment firm sees the difficulty in carrying out the resort's operations with the current annual fixed property tax. ========= K O R E A ========= HYNIX SEMICON: Pitch For GDRs, Bonds Starts ------------------------------------------- Hynix Semiconductor Inc's three-week overseas roadshow started Monday, to promote the company's Global Depository Receipts (GDRs) and high-yield bonds worth $800 million and $350 million respectively, The Asian Wall Street Journal reported Sunday. Lead manager of the show is Salomon Smith Barney. The GDRs amounting to $1.5 billion to be issued in June in the United States, Europe and Korea are going to be listed on the Luxembourg Stock Exchange, The Journal said. HYUNDAI ENGINEERING: Seek Debt Rollover By End Of 2001 ------------------------------------------------------ Creditor banks of Hyundai Engineering and Construction Company (HDEC) are pushing for a tentative debt rollover towards the end of 2001, so as to allow the ailing builder to regularize its operations and financial condition, The Asian Wall Street Journal reported Sunday, citing the Korea Economic Daily. Along with this move, the creditor banks are also calling on creditors from the domestic investment sector, holding HDEC corporate bonds totaling W540 billion, to participate in this rollover proposition, The Journal said. HYUNDAI ENGINEERING: New CEO To Carry Out Staff Revamp ------------------------------------------------------ Hyundai Engineering & Construction Company (HDEC) CEO Shim Hyun- young is set to implement HDEC staff restructuring, which will entail the reduction of workforce by about 1,000 more employees, as recommended by finance adviser Arthur D. Little Inc., The Asian Wall Street Journal reported Sunday. HYUNDAI INVESTMENT: Due Diligence Deadline Coming Up ---------------------------------------------------- The due diligence on Hyundai Investment Trust & Securities (HITS) is expected to be released this weekend at the latest, before the negotiations between the government and the AIG-led consortium could start next Monday, The Korea Herald reported over the weekend, citing the Financial Supervisory Commission (FSC). According to Chin Dong-soo, a member of the Securities and Futures Commission, the delay of the due diligence would not have an adverse impact on the said negotiations, The Herald said. At this point, the report said, it would be too early to say whether the Hyundai Securities would be relinquished to AIG, unless the negotiations are completed. Chin told Herald, "In the meantime, the financial watchdog panel will launch an extraordinary inspection into Hyundai Securities, with domestic accountants participating for a more accurate probe into the financial situation of Hyundai Securities." KOREA TELECOM: Inks Partnership Deal With China Netcom ------------------------------------------------------ Korea Telecom Corporation (KT) has entered into a business alliance agreement with China Netcom, a Chinese government-owned Internet service provider (ISP), The Asian Wall Street Journal reported over the weekend. The deal covers strategic partnership in such operations as Internet, cellular and fixed-line phone services. The deal also entails joint ventures undertaking in telecommunication equipment swaps, joint marketing for international telephone calling cards and building telecommunication networks in Chinese provinces. KOREA TELECOM: Will Issue ADRs On Gov't Stake --------------------------------------------- Korea Telecom Corporation is set to issue American Depository Receipts (ADRs) next month in New York, comprised of the 16 percent stake owned by the South Korean government, The Asian Wall Street Journal reported over the weekend, citing the Ministry of Planning and Budget. The ADR issue is part of the government's efforts to privatize the state-run telecommunications giant, disposing of its 58 percent stake in the company by June next year. =============== M A L A Y S I A =============== ABRAR CORP: Still In Default ---------------------------- Abrar Corporation Berhad says there has been no change in the status of payment since the previous announcement made on 18 April 2001. ACB originally operated as a textile retailer under the name of Mun Loong stores. In 1996, construction activities and infrastructure development replaced retailing as the main core business. The retailing business was then disposed of in 1997. In the same year, ABRAR Group International became the Company's major shareholder, resulting in a change of name from Mun Loong Berhad to Abrar Corporation Berhad. On May 27, 2000, Pengurusan Danaharta Nasional Berhad appointed Gong Wee Ning and Lim San Peen as Special Administrators (SAs) of ACB pursuant to Section 24 of the Danaharta Act, 1998. The SAs will carry out an assessment on the viability of ACB's business and will thereafter prepare a workout proposal to address ACB's debt issues. In May 2000, pursuant to a directive from the Economic Planning Unit, ACB agreed to dispose of its entire 20 percent stake in Express Rail Link Sdn Bhd at the original cost of RM5.2 million. The disposal was completed in October, 2001. DENKO INDUSTRIAL: Relates Further Details Re Proposals -------------------------------------------------------- Denko Industrial Corporation Berhad wishes to announce the additional information in relation to the announcement dated 17 May 2001 Ref. No. DI-010517-54052. The approved proposals referred to Denko's corporate proposals that were approved by the Securities Commission on 16 April 2001. Alliance Merchant Bank Bhd, on 19 April 2001, made the announcement of the details of the above approved proposals on behalf of Denko of which the details are: * Proposed property acquisition; * Proposed renounceable rights issue of shares with warrants attached; * Proposed establishment of an employees' share option scheme; and * Proposed increase in the authorized share capital. The Denko Group, originally involved in the manufacture and distribution of packaging materials, also manufactures and distributes plastic pipes as well as ladies' undergarments. Its packaging factory is situated in the Kulim Hi-tech Industrial Park, and its products are supplied to MNCs in the audio and electronics industry in the northern part of Peninsular Malaysia. The Denko Group is in the process of rationalizing its other businesses and diversifying from its manufacturing base to that of IT and Internet related activities. The proposal to invest in IT-based companies under the Xylog Group, was incorporated into the Group's corporate exercises which include acquisition of ten condominium units and capital raising exercise via rights issue. The proposals were submitted to the SC by September 2000. DEWANGSA HOLDINGS: Lodges Appeal To High Court ---------------------------------------------- Upon obtaining judgment against Dewangsa Holdings Sdn Bhd (the Defendant) on 11 May 2001, Prime Utilities Berhad (PUB) has instructed its solicitors to proceed with winding up proceedings against the Defendant on 16 May 2001. Pursuant to that, the Statutory Notice under Section 218 of the Companies Act, 1965 was issued and served on Dewangsa 16 May 2001 with a view of recovering the judgment sum. Meanwhile, Dewangsa has lodged an appeal to the High Court Judge in Chambers against the judgment dated 11 May 2001 and the appeal is scheduled for hearing on 9 August 2001. HUALON CORP: RAM Downgrades RM1.2-B PDS --------------------------------------- Ratings Agency Malaysia Berhad (RAM) has downgraded Hualon Corporation (Malaysia) Sdn Bhd's long-term and short-term ratings on its seven private debt securities (PDS) issues of RM1.29 billion from BBB3 and P3 to C3 and NP respectively. Concurrently, the Rating Watch with a Negative Outlook placed on Hualon's PDS has been lifted. The rating action primarily reflects Hualon's heightened risk in relation to the timing and adequacy of its future cash flow. Despite its encouraging sales performance and improved market sentiment over the year, we are concerned about its short-term debt-servicing ability, given its markedly deteriorated debtors' ageing profile. Between the period June and December 2000, the proportion of receivables uncollected beyond the 180-days bracket has leapt from 42.1 percent to 55.0 percent. While market transactions between related parties are not unusual given its marketing strategy, this risk is made worse given the poor debt collection from these parties. We believe that the impact of a deteriorating debtors' ageing profile on its liquidity position has resulted in a series of events to the detriment of the Company. As a combined result of the above factors, Hualon was unable to meet the revised monthly repayments as set out under the debt- restructuring exercise (DRE) implemented in 1999. Consequently, several actions have been taken by the Noteholders of its PDS issues under the Termination Event and Event of Default clauses of the respective Facility Agreements/Trust Deeds to address the non-payment by Hualon. Hualon undertook the DRE to address its diminished cash flow streams as a result of the sudden contraction in demand from China, its largest market. The two-pronged effect of drastic product price reduction and decline in sales to China in the first-half of 1999 resulted in significantly altered cash flow profile which was unable to support its debt obligations. Although the DRE was completed four months behind the targeted March 2000 deadline, the purpose and the quantum of debt of RM1.29 billion to be restructured remain unchanged. Hualon's PDS, except for its two Islamic PDS, remain unconditionally and irrevocably guaranteed by consortiums of financial institutions, some of which are unrated. Hence, RAM is unable to comment on the level of credit enhancement to these debt issues. PERBADANAN JOHOR: Fails To Redeem RM55-M NIF -------------------------------------------- Perbadanan Johor (JCORP) was unable to fully redeem its RM55 million Notes Issuance Facility (NIF) which matured on 17 May 2001. However, JCORP has sought and received approval from the noteholders for an indulgence period of 21 days, during which the noteholders will not declare an event of default on the NIF. The indulgence period expires on 7 June 2001. RAM will continue to monitor the situation. The NIF, which was first issued on 17 May 1995, initially amounted to RM200 million. However, subsequent to Bank Negara Malaysia's approval on 14 April 2000, the facility was reduced to RM55 million and extended by another year. RAM has been informed by the management of JCORP that a comprehensive debt- restructuring scheme is currently being devised to address the financial position of the entire group. JCORP is a state development authority created under an enactment to promote, stimulate and undertake economic development in Johor. RNC CORP: SC OKs Extension For Implementation Of Scheme ------------------------------------------------------- Affin Merchant Bank Berhad (formerly known as Perwira Affin Merchant Bank Berhad), on behalf of the Special Administrators of RNC Corporation Berhad, announced the Securities Commission approved an extension for the implementation of the Proposed Corporate and Debt Restructuring Scheme. The approval, via a letter dated 17 May 2000, increased the deadline by six months, up to 19 November 2001. Background The RNC Group is under the management of Special Administrators appointed by Pengurusan Danaharta Nasional Berhad on 28 July 99. In 2000, the Group proposed to undertake a corporate and debts restructuring scheme approved by Danaharta. The scheme will involve the incorporation of a new entity, Equity Promenade Sdn Bhd (EPSB), the injection of water treatment businesses, and the disposal and liquidation of selected subsidiaries. Upon completion of the proposal, the listing status of RNC will be transferred to EPSB. RNC's business is primarily the manufacture and sale of UPVC pipes and fittings for water supply systems, soil, waste and vent systems and drainage systems. The products are manufactured under the "SSS" brand. Operations are located in the Shah Alam Industrial Estate, Selangor. ===================== P H I L I P P I N E S ===================== BELLE CORP: Company Chief Resigns --------------------------------- Belle Corporation President and CEO Gregorio Yu is leaving his post, and his other positions in the gaming and property group's other subsidiaries and affiliates, effective June 15, The Asian Wall Street Journal reported Sunday. Yu is resigning to yield to the majority shareholders of the company, giving them the opportunity to steer the company. As of press time, no one has been appointed to replace Yu. NATIONAL BANK: Gov't To Consider Debt-Equity Swap ------------------------------------------------- The government is considering a debt-to-equity scheme to raise its stake in the Philippine National Bank (PNB) and eventually reclaim its controlling holding in the bank through a process called "reverse privatization", The Philippine Star reported yesterday, citing sources at the Department of Finance (DOF). If realized, the scheme will allow the government to assume PNB's debt of P15 billion owed to the Bangko Sentral ng Pilipinas (Central Bank). Payment for the loan will be made through the issuance of government securities, and following this, the government will urge PNB to issue new shares worth P15 billion to dilute Lucio Tan's stakeholding in the said bank. Central Bank Governor Rafael Buenaventura told the newspaper, "Government still intends to privatize the bank. However, a joint sale does not seem feasible at this stage, while government's plan to retake control might be easier to implement the bank's rehabilitation and will allow government to recover its money." NATIONAL POWER: Sale Of Assets To Fetch US$4.5-B ------------------------------------------------ The privatization of the assets of the beleaguered National Power Corporation (Napocor) is expected to earn, for the government, around US$4.5 billion. The estimate is based on previous studies conducted by Suisse Boston, the firm's financial adviser, on the impact of the power reform bill, The Philippine Star reported yesterday, citing Energy Secretary Jose Isidro Camacho. Net proceeds, Camacho further added, from this asset disposal proposition could reach as much $2 billion, depending on how the power firm is being positioned by its proponents, and make it more palatable to investors, the report said. The proceeds of the sale, would help the government determine how much the government and the end-user would shoulder through the so-called universal levy. Camacho said, "We have to balance investors' interest with that of what we want to sell. We have to provide an environment wherein they will be encouraged to invest in the country." Once the power reform bill is passed, the first few months would be devoted to an overseas roadshow to attract foreign investments, the newspaper said. ================= S I N G A P O R E ================= L&M GROUP: Bids For Capital Reduction ------------------------------------- The Board of Directors of the L&M Group Investments Ltd is proposing a capital reduction to be carried out by the Company to reduce the par value of each ordinary share in the capital of the Company from S$0.50 to S$0.10. The resolution was duly passed by the Directors at the Board of Directors' Meeting held on 18 May 2001. An application to the Singapore Exchange Securities Trading Limited (SGX-ST) has been made for its approval for the Proposed Capital Reduction. Details of the Proposed Capital Reduction If approved, the Proposed Capital Reduction will be carried out pursuant to Section 73 of the Companies Act, Chapter 50 of Singapore whereby the Company's resultant issued and paid-up share capital will be reduced from S$111,088,755 divided into 222,177,510 ordinary shares of S$0.50 each to S$22,217,751 divided into 222,177,510 ordinary shares of S$0.10 each. The effect of the Proposed Capital Reduction will be as follows: a) the nominal amount of all Shares, both issued and unissued, will be reduced from S$0.50 to S$0.10 each; b) in relation to (a) above, the paid-up share capital will be cancelled by an amount of S$0.40 each of the 222,177,510 Shares which have been issued and are fully-paid up, or credited as fully paid-up; and c) forthwith upon the Proposed Capital Reduction taking effect: (i) an amount equal to S$88,871,004 being the credit arising on the Proposed Capital Reduction taking effect be applied in writing-off the accumulated losses of the Company as of 31 December 1999. The Proposed Capital Reduction would have the effect of reducing the authorized share capital of the Company from S$500,000,000 to S$100,000,000; and (ii) the authorized share capital of the Company will be increased from S$100,000,000 to an authorized share capital of S$250,000,000 by the creation of an additional 1,500,000,000 S$0.10 Shares. There will be no change in the number of Shares held by shareholders of the Company immediately after the Proposed Capital Reduction nor will the Proposed Capital Reduction entail the distribution of any assets to Shareholders. Rationale for the Proposed Capital Reduction The Directors have been exploring ways in which the Company can raise new capital. The Shares have been trading less than their par value of S$0.50 in the last few months prior to the date of this announcement. In view of the fact that new shares cannot be issued at a discount to par value, it is proposed that the par value of the Shares be reduced from S$0.50 to S$0.10. In addition, the accumulated losses of the Company based on the audited accounts as of 31 December 1999 amounted to S$93,401,000. The cancellation of a substantial part of the share capital of the Company no longer represented by available assets would rationalize the Company's balance sheet. It is accordingly, in the opinion of the Directors, in the interests of the Company that the Proposed Capital Reduction be effected upon the terms set out in this announcement as soon as practicable so that the Company can take advantage of opportunities when they arise. Financial effects of the Proposed Capital Reduction The Proposed Capital Reduction has no impact on the number of issued shares, earning per share, net tangible assets per share and gearing of the Company as of 31 December 1999 as the Proposed Capital Reduction is an accounting procedure that cancels the portion of the value of the issued and paid up share capital which is lost or unrepresented by unavailable assets. Approval of the Proposed Capital Reduction The Proposed Capital Reduction is subject to, inter alia: (a) the in-principle approval from the SGX-ST; (b) approval of Shareholders at an extraordinary general meeting (EGM) to be convened at a later date; and (c) the confirmation of the High Court of the Republic of Singapore. The above-mentioned approval may be subject to conditions, which may vary the terms of the Proposed Capital Reduction as set out herein. A circular to Shareholders setting out details of the Proposed Capital Reduction and the notice convening the EGM will be dispatched to Shareholders once the relevant approval from SGX- ST has been obtained. VICKERS BALLAS: Court Sanctions Scheme -------------------------------------- The Board of Directors of Vickers Ballas Holdings Limited announces that the Scheme of Arrangement involving acquisition of Vickers Ballas shares by DBS Bank has been sanctioned by the High Court of the Republic of Singapore on 18 May 2001. The Scheme will become effective upon lodgment of an office copy of the Order of Court with the Registrar of Companies and Businesses, which is expected to be on 29 May 2001. Reminder of Books Closure Date and Last Day for Trading of Shares As announced on 30 April 2001, the Transfer Books and the Register of Members of the Company will be closed at 5:00 PM on 28 May: a. for the purpose of determining the entitlements of the Entitled Shareholders under the Distribution as at the Books Closure Date, on the basis set out in the Circular to shareholders dated 5 April 2001. Entitled Shareholders (not being Depositors) should ensure that their Shares are registered in their names or in their nominees on or before such date. Entitled Shareholders (being Depositors) whose Securities Accounts with The Central Depository (Pte) Limited (CDP) are credited with Shares as at the Books Closure Date will be allotted Vickers Capital Limited (VC) shares on the basis of the number of their Shares in the Company standing to the credit of their respective Securities Accounts with CDP as at the Books Closure Date. Duly completed transfers received by the Company's Share Registrar, B.A.C.S. Private Limited, at 63 Cantonment Road, Singapore 089758 up to 5.00 pm on 28 May 2001 will be registered to determine the Entitled Shareholders' entitlement to the VC shares; b. for the purpose of determining the entitlements of Scheme Shareholders as at the Books Closure Date, on the basis as set out in the Scheme. Scheme Shareholders (being Depositors) whose Securities Accounts with CDP are credited with Scheme Shares as at the Books Closure Date will be entitled to the Scheme Price of S$0.90 for each Scheme Share based on the number of Scheme Shares standing to the credit of their respective Securities Accounts with CDP as at the Books Closure Date. Scheme Shareholders (not being Depositors) will be entitled to the Scheme Price of S$0.90 for each Scheme Share based on the number of Scheme Shares registered in their respective names in the Register of Members as at the Books Closure Date. Duly completed transfers received by the Company's Share Registrar, B.A.C.S. Private Limited, at 63 Cantonment Road, Singapore 089758 up to 5.00 pm on 28 May 2001 will be registered to determine the Scheme Shareholders' entitlement to the aggregate Scheme Price; and c. for the preparation of dividend warrants. Duly completed transfers received by the Company's Share Registrar, B.A.C.S. Pte Ltd of 63 Cantonment Road, Singapore 089758 up to the close of business at 5.00 p.m. on 28 May 2001 will be registered to determine members' entitlements to the dividends. In respect of shares in securities accounts with CDP, the said dividends will be paid by the Company to CDP which will in turn distribute the dividend entitlements to holders of shares in accordance with its practice. The dividends will be paid on 12 June 2001. The last day for trading of Shares is 23 May 2001. =============== T H A I L A N D =============== PREECHA GROUP: Posts Operating Net Loss Of Bt75.18-B ---------------------------------------------------- According to the submission of Preecha Group Public Company Limited 's reviewed financial statement for the first quarter 2001, the company discloses that the company and its subsidiaries have a net loss from the operation at Bt75.18 million. In comparison, the company had net loss from the operation at Bt192.58 million at the end of the 1st quarter of last year. In 2001, the company has not reserved the allowance for doubtful accounts, says Director Vorayuth Pongsuwan. SIAM SYNTECH: Will Push For Submission Of FS -------------------------------------------- Referring to the delayed of submission of the "Company and the Consolidated Financial Statements as of March 31, 2001", and the Bankruptcy Court has appointed Plan Administrator of Siam Syntech Construction Public Company Limited on March 30, 2001, then the Plan Administrator has reviewed the financial statement which caused the delayed of submission. Siam Syntech Construction Public Company Limited, according to its CEO Sawang Mankongchareon, will push the auditor to complete the financial statement and expect to be submitted within May 2001. THAI PETROCHEM: Seeks Deal For Fresh Financing ---------------------------------------------- Effective Planners Limited, the creditor-appointed managers of Thai Petrochemical Industry PCL (TPI) is seeking a fresh financing deal, worth US$100 million, with both domestic and foreign banks to bolster its crude oil production to 125,000 barrels a day, Asian Wall Street Journal reported Thursday last week, citing TPI Managing Director Anthony Norman. TPI is expecting to clinch a deal within a month, as the fresh capital infusion constitutes the most "pressing" aspect of the debt restructuring plan implementation of one of Thailand's largest industrial firms. Norman told The Journal, "We are hoping inside a month. I'm hoping for a draw down of a few tens of millions of dollars to get us started in this process." TPI, is also hoping to get a deal with Indonesia's Pertamina, a state oil company, which has been discussed between the governments of Thailand and Indonesia. In that deal, TPI would be contracted by Pertamina to refine its crude oil produce, and in so doing, would get another capital infusion from sources based in Indonesia. TPI, which runs the only fully integrated petrochemical complex in Southeast Asia, is laden with debts and obligations amounting to US$3.7 billion. The company is currently being run by Effective Planners, appointed by the creditors after they have gained control over the company, under a four-year rehabilitation program. THAI WAH: Signs Debt Workout Deal --------------------------------- Pursuant to the Central Bankruptcy Court order on February 14, 2001 approving the Business Reorganization Plan of Thai Wah Public Company Limited, the Plan Administrator reports the progress on the implementation of Business Reorganization Plan as follows: 1. The Company by the Plan Administrator has already signed the Debt Restructuring Agreement and effected the first principal loan repayment including accrual interest as at March 30, 2001 to the creditor in the Debt Restructuring Agreement totaling US$9.45 million and Bt141.62 million. 2. The Company by the Plan Administrator has already sold shares held in Laguna (3) Company Limited, one of the non-core assets, to Laguna Resorts & Hotels Public Company Limited. Proceeds from sale reached Bt2.56 million above the minimum asset price indicated in the Business Reorganization Plan. TPI POLENE: Info Re Sale-Purchase Deal With Holderbank ------------------------------------------------------ Reference is made to the advertisement in the newspaper dated 17 May 2001 regarding Holderbank's interest for the purchase of equity stake in TPI Polene Public Company Limited (TPIPL). TPIPL announced that currently TPIPL is in the process of raising equity fund of at least US$180 million within June 29, 2001 by way of the Private Placement and/or Public Offering, which is in compliance with the Company's Rehabilitation Plan, as ordered by the Bankruptcy Court on February 9, 2001. Currently, TPIPL has been approached by 5 International Cement Players and TPIPL is in the negotiation process with such Cement Players. At present, the conclusion on terms and conditions of the investment has not been finalized with the potential investor, TPIPL Senior executive Vice President Orapin Leophairatana says. 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 ***