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            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 29, 2001, Vol. 4, No. 104


                               Headlines

A U S T R A L I A

ALPHA HEALTHCARE: S-Holders Urged To Accept Ramsay Offer
ANACONDA NICKEL: Court Rejects CEL's Request For Info
AUSTRIM NYLEX: Plans Exit From Textiles Industry
AUSTRIM NYLEX: Will Work With Bracks Gov't
HIH INSURANCE: ASIC Freezes Former HIH Directors' Assets
HIH INSURANCE: Finalizes Transactions With QBE
ISIS COMMUNICATIONS: Posts Notice Re Radly Agreement
KUSP LIMITED: KPMG Named Independent Expert
ONE.TEL LIMITED: PMHC Lowers Relevant Interest
WAIVCOM WORLDWIDE: VAs Report To Creditors


C H I N A   &   H O N G  K O N G

AKAI HOLDINGS: Nelson Wheeler Appointed As Liquidators
CITREND SERVICES: Hearing of Winding Up Petition Set
FOOK CHEONG: Faces Winding Up Petition
MARINA INDUSTRIES: Winding Up Petition To Be Heard
PACIFIC CENTURY: Chairman Meets Angry Shareholders
PACIFIC CENTURY: Call Warrants Dealings To Resume Today
SINO POINT: Date For Wind Up Petition Set
SPEED ASIA: Winding Up Petition Set For Hearing


I N D O N E S I A

CHANDRA ASRI: Debt Workout Still Hanging
PERUSAAHAN LISTRIK: Renegotiation With IPPs Finalized
SEMEN CIBINONG: Holcim, Creditors Getting Tirtamas Stake


J A P A N

CRAYFISH COMPANY: Rejects Hikari Demand
DAIEI INC: Sell Off Planned For Takashimaya Interests
HINO MOTORS: Group Net Loss Narrows To Y13.30-B
MITSUBISHI TOKYO: Posts Group Net Loss Of Y124.58-B


K O R E A

HYNIX SEMICON: 70% Of Maxtor Shares Up For Grabs
HYUNDAI ENGINEERING: Bondholders Cling To Payment Request
HYUNDAI ENGINEERING: Local Creditors To Roll Over BWs
HYUNDAI MERCHANT: Undecided On Sale Of 16.6% HDS Stake


M A L A Y S I A

ABRAR CORP: Moratorium Extended
AMSTEEL CORP: RM222.7-M Deficit Dictates Status
MBF CAPITAL: Court Grants Two Units Restraining Order
MBF CAPITAL: Restraining Order Expires In August
SRI HARTAMAS: Enters Into Reconstruction Deal With FACB
TITAN GROUP: Reaches Loan Deferment Deal With Banks  
TRONOH MINES: Appoints Receiver, Manager To SUSB


P H I L I P P I N E S

ATLAS CONSOLIDATED: White Knight Found
GUOCO HOLDINGS: Books Q1 Loss Of P385-M
NATIONAL BANK: Posts Net Loss Of P5.97-B
NATIONAL POWER: Options Seen To Settle Debts
URBANCORP INVESTMENTS: Interest Payment Deferment OK'd


S I N G A P O R E

OSPREY MARITIME: Bids To Dispose Of LNG Operations
VICKERS BALLAS: Requests Trading Suspension Be Lifted


T H A I L A N D

B GRIMM ENG'G: Bankruptcy Suit Begins, Hearing June 8
CHIANGMAI INDUSTRY: Facing Bankruptcy Suit
REGIONAL CONTAINER: Sinks Into Red


     -  -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


ALPHA HEALTHCARE: S-Holders Urged To Accept Ramsay Offer
--------------------------------------------------------
Alpha Healthcare Limited Chairman B Martin wrote the following
letter to the company's shareholders:

"As you are aware, Ramsay has launched an offer for Alpha at a
price of 40 cents per share.

"The Directors unanimously recommend that you accept the Offer
in the absence of a higher offer.

"The Directors are making this recommendation because they
consider that there are substantial risks involved in not
accepting the Offer.  Those risks (apart from the normal risks
associated with any investment in a listed company) are:

"* in the absence of Alpha repaying or successfully refinancing
the outstanding debt owed to Ramsay, and, in that case, if
Ramsay fails to agree to vary the terms of Alpha's outstanding
debt, that Alpha's debt restructuring may not be successfully
completed by 31 July 2001. Ramsay could then seek to force Alpha
to make asset sales leading to a serious destabilization of
Alpha's financial position;

"* that after the close of the Offer, Alpha's share price may
fall below Ramsay's offer price of 40 cents per share;

"* that there may not be a further offer for all Alpha shares at
a price greater than 40 cents per Alpha Share in the foreseeable
future;

"* that the liquidity of the market for Alpha's shares may be
adversely impacted by the level of Ramsay's ownership in Alpha
at the close of the Offer.

"Alpha's key platform for growth of its business is Westmead
Private Hospital. Although the Directors making this
recommendation believe there are reasonable good prospects of
Alpha realizing that growth, this will only be achieved in the
medium to long term and cannot be guaranteed.

"In making this recommendation, the Directors consider that the
risks identified above outweigh the potential for Alpha's long
term growth through Westmead Private Hospital.

"However, some shareholders may choose to reject the Offer based
on their own assessment of these and the other matters referred
to in this booklet.

"Shareholders should be aware that your Directors who presently
own Alpha shares will not be accepting the Ramsay Offer. Mr
Compton, who owns employee options, intends to convert those
options into shares, and accept the offer for those shares.

"An important recent development which Alpha shareholders should
be aware of is that Ramsay's bid was referred to the Takeovers
Panel as described in the Target's Statement in Section B of
this booklet.

"The Panel has resolved that Ramsay's bid did not amount to
`unacceptable circumstances' and accordingly, Ramsay is allowed
to proceed on the terms set out in the Bidder's Statement. In
light of this development, the Directors believe that it is very
unlikely that Alpha shareholders will now receive an alternative
bid for their Alpha shares. Ramsay is issuing a Supplementary
Bidder's Statement that clarifies or supplements certain matters
contained in or omitted from its original Bidder's Statement.
The Directors recommend that Alpha shareholders also read the
Supplementary Bidder's Statement before they decide whether or
not to accept the offer.

"Each shareholder is urged to consider all the matters mentioned
in this booklet prior to making a decision.

"* With the exception of Mr Schelling who is not expressing an
opinion on the offer due to his position with Sun Healthcare
Inc.

"Ramsay's Offer

"* The offer price of 40 cents per share compares to Alpha's net
tangible asset backing at 31/12/2000 of 82 cents per share.

"* Discussions took place prior to the offer being made by
Ramsay in respect of administrative cost savings available to
Ramsay in the event that it acquired 100% of control of Alpha.
We believe that Ramsay identified annual savings of between $2
million and $2.5 million before tax.

"* Alpha shares traded in the range of 35 cents to 46 cents in
the month leading up to Ramsay announcement of the offer, and
every day since the offer was announced up to the close of
business on 24 May, they have traded at or above the offer
price.

"If you have any enquiries please do not hesitate to call either
our Managing Director, Mark Compton, on (02) 94247 8439, or Paul
Young of our financial advisers, Baron Partners Limited, on (02)
9232 5500."


ANACONDA NICKEL: Court Rejects CEL's Request For Info
-----------------------------------------------------
Justice Parker delivered his judgment in the Supreme Court
Friday morning denying the Central Exchange Limited's (CEL)
application to access information and documents from Anaconda
Nickel Ltd ("Anaconda") in relation to Anaconda's compliance
with their obligations to pay the Company $18,216,888 (as
indexed(1)) under a settlement deed dated 17 September 1996.

CEL's lawyers, Solomon Brothers, had advised CEL on a
preliminary basis that there are a number of grounds for
appealing Justice Parker's decision.

CEL is currently reviewing its options in this matter, including
lodging an appeal and all other possible means of pursuing its
rights under the settlement deed.

CEL noted Justice Parker's decision in this matter does not in
any way affect the Company's ultimate entitlement to seek
$18,216,888 from Anaconda under the settlement deed. The current
action related purely to the Company seeking access to
information and documents from Anaconda in relation to
Anaconda's compliance with their obligations under the
settlement deed.

CEL will keep shareholders informed of any developments in this
matter.


AUSTRIM NYLEX: Plans Exit From Textiles Industry
------------------------------------------------
The Directors of Austrim Nylex Limited have announced plans for
a strategic exit from the textiles industry.

The Company has appointed experienced corporate advisers,
Pelorus Australia Pty Ltd (Pelorus), to manage the sale of the
textiles operations, some of which are performing strongly in
the niche markets where they operate in Australia.

The appointment of Pelorus follows a detailed analysis of the
division's performance and prospects. As a result, the Chief
Executive Officer of the Austrim Textiles Group, Mr Morris Joel,
will be departing the Company.

Two weeks ago, Austrim Nylex forecast that a loss would be
recorded for the current financial year and that pre-tax write
downs of $42 million would be incurred as part of its
rationalization of the Coburg Textiles plant.

CEO and Managing Director of Austrim Nylex, Peter Crowley, said,
"We have investigated the ongoing operations of the textiles
division, as part of a major review and have determined that the
division will not play a role in the re-structured Group."

He added, "We believe that Pelorus will provide excellent
management skills to re-structure the division and work with its
employees to create attractive investment opportunities for
potential buyers."

Pelorus is a Melbourne-based team of experienced managers with
diverse industry backgrounds. The group has turned around a
range of companies over the last decade, including Associated
Pulp and Paper Mills, The Jennings Group and Eiffel Technologies
Ltd.

Austrim Nylex's directors expressed their desire to protect and
balance the interests of employees in the textiles division and
shareholders, who have been affected by the fall in the
Company's share price in recent months.

For further information, call Peter Crowley at (03) 9529 2999.


AUSTRIM NYLEX: Will Work With Bracks Gov't
------------------------------------------
The Bracks Government will work closely with Austrim Nylex
Limited to manage its strategic withdrawal from its textile
business, the Minister for Manufacturing Industry, Rob Hulls,
said Thursday.

"The Victorian Government through the Office of Manufacturing
will work with Austrim Nylex and the union to seek a buyer for
the Austrim textile businesses as an ongoing concern," Hulls
said.

At a meeting with Austrim Nylex CEO Peter Crowley Thursday Hulls
said the Office of Manufacturing would work with Austrim and
their consultants Pelorus to help restructure a viable and
sustainable division to create an attractive investment
opportunity for potential buyers.

Hulls said the Bracks Government's audit of textile, clothing,
footwear and & leather industries showed that many parts of the
industry were facing a range of challenges as they adjusted to
the impact of the GST and to the international marketplace.

"TCF&L is an industry in transition. Restructuring is occurring
in key areas and new investments are occurring in others as
companies develop and expand into niche markets," he said.

"Most of the policy levers in this area are the responsibility
of the Federal Government. We will continue to work with the
Federal Government and with industry and unions to get the best
outcomes for the industry."

Hulls said the Bracks Government has facilitated 384 new jobs in
TCF&L and $60 million in investment, which has created $103.45
million in exports, through its Office of Manufacturing.

In total manufacturing, the Bracks Government has facilitated
more than $1.8 billion in investment and created nearly 3,500
new jobs in the manufacturing industry since coming to power in
October 1999.


HIH INSURANCE: ASIC Freezes Former HIH Directors' Assets
--------------------------------------------------------
Jillian Segal, Deputy Chair of the Australian Securities and
Investments Commission (ASIC), announced Thursday that ASIC had
obtained court undertakings from former directors of HIH
Insurance Limited.

The court undertakings were provided from former CEO Ray
Williams, former HIH Director Rodney Adler and former CFO
Dominic Fodera.

ASIC sought these protective orders as an interim step in its
broad investigation into the collapse of HIH.

Prior to ASIC's court application, Williams voluntarily
surrendered his passport to ASIC.

As part of today's court undertakings Williams has agreed,
without admission, that he:

* will not deal with any of his interests in personal or
household assets (exceeding $50,000), real property, securities
or superannuation without first giving ASIC 30 days notice of
his intention to do so;

* will not transfer monies or assets outside Australia without
first giving ASIC 30 days prior notice;

* does not have any real or personal property that is otherwise
not subject to the court undertaking with a value greater than
$50,000.

Williams provided ASIC with details of his assets.

Fodera gave undertakings, without admission, that:

* he will not deal with any of his assets, subject to payment of
ordinary living expenses and legal costs incurred in the
proceedings without first giving ASIC 30 days notice of his
intention to do so;

* he will not transfer monies or assets outside Australia
without first giving ASIC 30 days prior notice;

* if he desired to travel outside Australia he would provide
ASIC with seven days notice, a detailed itinerary and a
photocopy of his return airline ticket.

Adler gave undertakings to the court which will expire on 31 May
2001, on which day there will be further argument about any
undertakings he should be required to give.

Adler gave, without admission, undertakings that:

* he would not deal in any real estate held by him or on his
behalf, or shares, securities or future contracts without 30
days written prior notice to ASIC; and

* he would not transfer of monies, shares, securities or futures
contracts outside Australia without first giving ASIC 30 days
prior notice.

This matter is re-scheduled for further argument in relation to
the orders sought against Adler on 31 May 2001.

ASIC also commenced civil proceedings against the three former
directors alleging that they had breached their duties as
directors in relation to a payment of $10 million by an HIH
subsidiary (HIH Casualty and General Insurance Limited) to
Pacific Eagle Equities Pty Ltd, a company of which Adler was a
director. ASIC also alleges a breach of director's duties in
respect to Pacific Eagle Equities.

ASIC is continuing its broad investigation into HIH and will not
be commenting further on Thursday's proceedings.


HIH INSURANCE: Finalizes Transactions With QBE
----------------------------------------------
QBE and HIH announced Thursday that following receipt of court,
regulatory and financiers' approvals, QBE has finalized its
transactions with HIH in line with QBE's announcement on 27
March 2001, as attached.

An in-principle agreement was reached with the provisional
liquidators of HIH Insurance Limited not to proceed with the
proposed joint venture company for corporate insurances.

Subject to any necessary court, financier and regulatory
approvals, definitive agreements and limited due diligence, QBE
will now offer renewal to the corporate insurance and travel
policyholders of HIH in Australia and New Zealand and
professional liability policyholders of HIH in Asia.

QBE will assume the policy liabilities of HIH in New Zealand
(except FAI run off and certain trade credit policies) and the
travel insurance liabilities in Australia.

All HIH Australian business will be written into QBE's wholly-
owned subsidiary, QBE Insurance (Australia) Limited. The price
payable by QBE to offer renewal of the HIH business is
consistent with the transaction previously announced.

QBE will not assume any of the liabilities of HIH in Australia
other than the travel liabilities under the in-principle
agreement.

Frank O'Halloran, CEO of QBE said, "The appointment of
provisional liquidators to HIH caused both parties to review the
participation of HIH in the proposed joint venture. We are
pleased that we have been able to reach an acceptable
alternative with the provisional liquidators, which now involves
QBE assuming responsibility for all the existing travel
insurance liabilities of HIH in Australia. The revised
transaction gives corporate and travel HIH policyholders a
higher degree of certainty after some doubts caused by the
provisional liquidation."

O'Halloran further added, "A substantial amount of HIH corporate
and travel insurance business has been renewed into QBE. The HIH
and QBE teams are working closely with brokers and other
intermediaries to provide insurance coverage for a large number
of corporate and travel policyholders of HIH."

For further information, contact Frank O'Halloran at tel: 61 2
9375 4400; Raymond Jones, general manager- QBE Australian
operations at tel: 61 2 9375 4111; Vince McLenaghan tel: 61 2
9375 4349; and Duncan Ramsay, general counsel at tel: 61 2 9375
4422.


ISIS COMMUNICATIONS: Posts Notice Re Radly Agreement
----------------------------------------------------
ISIS Communications Limited said the Australian Stock Exchange
(ASX) has contacted ISIS with respect to the Restriction
Agreement dated 25 August 1999, entered into by Radly
Corporation Limited. The restriction agreement is in relation to
72,400,000 shares and 33,672,373 options held by Radly
Corporation Limited. The Restriction Agreement expires in
September of this year.

ASX alleges certain breaches of the Restriction Agreement by
Radly Corporation Limited. Its particular concern arises out of
the fact that a charge was given by Radly Corporation Limited
well in advance of entering into the Restriction Agreement and
prior to the initial public offering and listing.

The existence of the charge technically constitutes a breach of
a warranty in the Restriction Agreement. Radly Corporation
Limited has notified the Company that the charge is unlikely to
be released prior to the forthcoming AGM.

By virtue of the terms of the Restriction Agreement and the
Company's constitution, a party in breach of a restriction
agreement is not entitled to dividends or voting rights in
relation to restricted securities while the breach subsists.

ISIS therefore announced that, at the Company's forthcoming AGM,
Radly Corporation may not vote its shares subject to the
Restriction Agreement, unless the breaches are remedied.

Radly Corporation Limited has advised ISIS it will rectify the
alleged breaches as soon as possible.


KUSP LIMITED: KPMG Named Independent Expert
-------------------------------------------
KUSP has appointed KPMG as the Independent Expert in relation to
any bid that is made by Senetas for KUSP.

Until the Bid Statement is made by Senetas and KPMG has had time
to prepare the independent expert's report, the Directors
recommend that KUSP shareholders take no further action.


ONE.TEL LIMITED: PMHC Lowers Relevant Interest
----------------------------------------------
Principal Mutual Holding Company (PMHC) decreased its relevant
interest in One.Tel Limited on 21 May 2001, from 171,370,091
fully paid ordinary shares (6.54 percent) to 137,457,994 fully
paid ordinary shares (5.18 percent).


WAIVCOM WORLDWIDE: VAs Report To Creditors
------------------------------------------
The following is the circular made by the appointed voluntary
administrators (VA) of Waivcom Worldwide Limitied to creditors
of:  

Waivcom Worldwide Ltd ACN 006 031 161
Waiviata Pty Ltd ACN 005 577 873
Money Saver Free Coupons Pty Ltd ACN 068 353 739
Money Saver E-Coupons Pty Ltd ACN 057 779 566
Niche Media Pty Ltd ACN 064 613 529
H H & M Media Pty Ltd ACN 091 724 588
Magazine Production Pty Ltd ACN 092 349 061
(All Administrators Appointed).

Administrator N Brooke wrote:

"As you would be aware, my partner David McEvoy and I were
appointed Voluntary Administrators of the abovenamed companies
on 16 March 2001. The purpose of this circular is to provide
creditors with information about the business, property, affairs
and financial circumstances of each of the above companies in
preparation for the second statutory meetings of creditors which
will be held on Monday 28 May 2001 at the Spring Street offices
of PricewaterhouseCoopers.

"The meetings are to be held concurrently in the Allard Room,
Level 8, 215 Spring Street, Melbourne (offices of
PricewaterhouseCoopers) on Monday 28 May 2001 at 3pm.

"Would those creditors attending please arrive at the venue
approximately half an hour prior to the commencement of the
meeting to facilitate registration.

"At the meetings, creditors will be entitled to vote on whether
each of the respective companies of which they are creditors
should enter a Deed of Company Arrangement, or whether the
administration should end, or whether the company should be
wound up. Whilst one concurrent meeting is to be held for
convenience, the resolutions to decide the future of each of the
companies and any other resolutions will be put to the vote on a
company-by-company basis.

"Please note that creditors wishing to attend and vote at the
meetings of creditors are required to lodge particulars of their
claim in the required form (attached) prior to the date of the
meetings. Creditors who have previously submitted particulars in
respect of the first meeting of creditors are not required to
file a future proof of debt, unless particulars of their debt
have changed.

"Creditors who are unable to attend the meetings and wish to be
represented should ensure that either a proxy form, power of
attorney, or evidence of appointment of a company representative
is provided.

"Documents may be lodged with me prior to the meeting or may be
brought to the meeting.

"Creditors who wish to discuss any aspects of the above should
contact Lisa Foster of my staff at (03) 8603 3609.

Background

"* On 28 May 2001, combined meetings of creditors will be held
at which the options for the future of

- Waivcom Worldwide Ltd (ACN: 006 031 161) (Waivcom)
- Waiviata Pty Ltd (ACN: 005 577 873) (Waiviata)
- Moneysaver Free Coupons Pty Ltd (ACN: 068 353 739) (Moneysaver
  Free)
- Moneysaver E-Coupons Pty Ltd (ACN: 057 779 566) (Moneysaver E)
- Niche Media Pty Ltd (ACN: 064 613 529) (Niche)
- H H & M Media Pty Ltd (ACN: 091 724 588) (HH&M)
- Magazine Production Pty Ltd (ACN: 092 349 061) (Magazine)

"referred to collectively as the `Group' will be considered.
Creditors at the meetings may resolve one of the following in
respect of each company by separate resolution:

1. that the company execute a Deed of Company Arrangement (DCA);
2. that the Administration of the company end; or
3. that the company be wound up.

"* The purpose of this report is to assist creditors in their
decision about each company's future, in accordance with Section
439A(4) of the Corporations Law.

"* Nicholas Brooke and David Laurence McEvoy were appointed
Voluntary Administrators of Waivcom, Waiviata, Moneysaver Free,
Moneysaver E, Niche, HH&M and Magazine on 16 March 2001. Their
duties include investigating each company's affairs and forming
an opinion as to each company's future.

"* On 5 April 2001, Justice Byrne of the Supreme Court of
Victoria made an order extending the convening period for the
second creditors meetings to 21 May 2001. This means that the
second creditors meetings are to be held on or before 28 May
2001.

"* In granting the orders for the extensions of time, Justice
Byrne required the Administrators to make application to the
Court to address some outstanding issues identified in relation
to the Administrators' compliance with legislative requirements.
On 27 April 2001, the Court declared that the Administrators
were validly appointed and further ordered that:

"- the resolutions passed at the first meeting of the creditors
were valid, and

"- the committee of creditors is validly appointed and
constituted.

"* Each company in the Group is required to hold its own
separate meeting of creditors to decide the future of each
company pursuant to section 439C. The nature of the trading
activities of the Group is such that each company has blurred
the commercial and legal boundaries within the particular sphere
of its operation within the Group.

"Accordingly, the Administrators propose to hold combined
meetings of creditors as

"- there is a significant commonality with the background to
each company,

"- the operating framework of each company is legally and
commercially blurred

"- there are significant intercompany debts throughout the
Group.

"* However, during the course of the combined meetings, separate
resolutions, as appropriate for each company, will be put as
discrete motions upon which creditors may vote.

"* If the companies are wound up, certain actions and
investigative powers would be available to the Liquidators.
These include the ability to commence actions to recover
preferential payments and making claims against the directors of
the respective companies if it was established they traded
whilst insolvent. These actions may produce a return for
creditors, however the likelihood of success is uncertain and
funding for such actions may need to be provided to the
Liquidators by the creditors or through litigation insurance

"* A Deed of Company Arrangement (DCA) proposal has been
submitted to the Administrators which provides a significantly
better return to the trade creditors in each company than they
would otherwise receive if each company was wound up. Whilst the
proposed DCA does not provide a comparative return to
intercompany creditors, thereby impacting the return to the
creditors of Waivcom, the Administrators recommend that
creditors in each company vote in favor of each company entering
into and executing a DCA as it achieves a higher return to all
creditors than the likely return if each company was wound up.
The companies are currently insolvent so it is not appropriate
for the Administrations to end.

"Purpose Of The Report

"This report is prepared pursuant to the statutory obligations
under section 439A(4) of the Corporations Law, and is designed
to assist creditors in their decisions concerning each company's
future.

"Creditors will be asked to consider each company's future at
meetings of creditors to be held on 28 May 2001. Formal notices
of the meetings are attached.

"Creditors are faced with three choices at each meeting. They
can vote for:

"* the Administration of each company to end. This returns
control of the company to the directors. In this case each
company is insolvent and as a result this option is not
appropriate.

"* that the company execute a Deed of Company Arrangement (DCA).
A DCA is basically a compromise arrangement which will result in
creditors being paid in line with an agreed formula or out of
specified assets. The DCA can be very flexible and the exact
form depends upon the circumstances of each company.

"* that the company be wound up. In this case, the
Administrators become the Liquidators of the company. Assets are
recovered and distributed to creditors in order of their
statutory priority.

"It should be noted that a Liquidator of a company has certain
powers, which can result in additional funds becoming available
to creditors. These powers are not available if the company
executes a DCA. Details of these powers and their relevance in
the case of each company is set out in Section 5 of this report.

"The Administrators will only recommend a DCA to creditors of
each company if, in their view, it would achieve a higher return
to creditors than in liquidation. However, creditors are able to
consider any Deed that is proposed.

"Notice Of Meetings Of Creditors To Decide Each Of The Company's
Future Convened Pursuant To Section 439A

Waivcom Worldwide Ltd ACN 006 031 161
Waiviata Pty Ltd ACN 005 577 873
Money Saver Free Coupons Pty Ltd ACN 068 353 739
Money Saver E-Coupons Pty Ltd ACN 057 779 566
Niche Media Pty Ltd ACN 064 613 529
H H & M Media Pty Ltd ACN 091 724 588
Magazine Production Pty Ltd ACN 092 349 061
(Administrators Appointed)

"1. Notice is given that meetings of the creditors of the above
companies to decide each of the company's future will be held at
Level 8, 215 Spring Street, Melbourne, VIC, 3000 on Monday 28
May 2001 at 3.00 pm.

"2. The purpose of the combined meetings is to separately
consider the following matters after a report on the Group of
companies is submitted by the Administrators:

"* To consider the Administrators' report about the business,
property, affairs and financial circumstances of each of the
companies and of the Group.

"* To consider the Administrators' opinion on each of the
following matters:

"(a) Whether it would be in the creditors interests for each of
the companies to execute a Deed of Company Arrangement.

"(b) Whether it would be in the creditors interests for each of
the administrations to end.

"(c) Whether it would be in the creditors interests for each of
the companies to be wound up.

"A statement of the Administrators' opinion on each of the above
is enclosed in the report to creditors dated 18 May 2001.

"* To consider the terms of a deed(s) of company arrangement (if
any is proposed).

"* To consider the appointment of a person to be Administrator
of a deed of company arrangement (if one is to be appointed) or
liquidator if creditors vote for any of the companies to be
wound up.

"* To fix the remuneration of the Voluntary Administrator of the
companies and the Deed Administrator of a deed of company
arrangement (if one is to be appointed) or Liquidator if the
companies are put into liquidation.

"3. A form of proxy is enclosed to enable you to appoint another
person to act on your behalf at the meeting (see note below).
Proxies must be returned to the above office marked for the
attention of Lisa Foster by 11:00 am on 28 May 2001. A corporate
creditor can only be represented by proxy or representative
appointed under Section 249(3); or by attorney.

"4. A proof of debt is attached for completion to be used for
voting purposes only."


================================
C H I N A   &   H O N G  K O N G
================================


AKAI HOLDINGS: Nelson Wheeler Appointed As Liquidators
------------------------------------------------------
The Court of First Instance has officially appointed Nelson
Wheeler as liquidators to Akai Holdings, Hong Kong IMail
reported Friday. The court's decision brought to a near end the
legal battle between the creditors of Akai Holdings and the
company's former management, the Grande Group, allegedly
involved in assets transfers.

According to the report, Justice Maria Yuen Ka-ning cited  
Nelson Wheeler was the "natural choice" for the company's
liquidation, it being the liquidator appointed in Bermuda, where
the company was incorporated.

At one point Grande attempted to block Nelson Wheeler's
appointment, with claims the insolvency firm didn't appear to be
devoid of prejudices as its investigations were financed by
Akai's major creditor Standard Chartered Bank.

However, Justice Yuen argued, "The fact that a creditor is
funding the liquidators does not mean the liquidators are `in
the pocket' or would be properly perceived to be `in the pocket'
of a creditor."


CITREND SERVICES: Hearing of Winding Up Petition Set
----------------------------------------------------
The petition to wind up Citrend Services Limited is scheduled
for hearing before the High Court of Hong Kong on  June 27, 2001
at 9:30 am. The petition was filed with the court on May 8, 2001
by Kincheng Banking Corporation, a banking corporation
incorporated under the laws of The People's Republic of China.  
The branch office is at 55 Des Voeux Road Central, Hong Kong.


FOOK CHEONG: Faces Winding Up Petition
----------------------------------------
The petition to wind up Fook Cheong Holdings (Hong Kong) Limited
is scheduled to be heard before the High Court of Hong Kong on
June 20, 2001 at 10:00 am. The petition was filed with the court
on April 27, 2001  by Li Wing Chuen of Room 2002, 20th Floor,
Lung Fook House, Lower Wong Tai Sin Estate, Kowloon, Hong Kong.


MARINA INDUSTRIES: Winding Up Petition To Be Heard
--------------------------------------------------
The petition to wind up Marina Industries Limited will be heard
before the High Court of Hong Kong on 20 June 2001 at 10:00 am.
The petition was filed with the court on 27 April 2001 by
Kincheng Banking Corporation, a banking corporation incorporated
under the laws of The People's Republic of China whose branch
office is at 55 Des Voeux Road Central, Hong Kong.


PACIFIC CENTURY: Chairman Meets Angry Shareholders
--------------------------------------------------
Pacific Century Cyberworks Limited (PCCW) Chairman Richard Li
Tzar-kai met with angry shareholders of the company Friday,
telling them the struggling company has bright hopes for the
current year as the company expects to generate profits, South
China Morning Post reported over the weekend.

However, the shareholders raised complaints against the
compensations given to PCCW's directors.

One shareholder was quoted by the Post as saying, "Why would you
raise your directors' remuneration while we did not receive a
cent of dividend last year? Yuen Tin-fan is making hundreds of
millions in salary - is that fair?"

The shareholders also expressed their sentiments against the
fall of PCCW shares by over 82 percent, since PCCW took over
HKT, the Post said. Share prices closed on Friday at $2.70, Post
said.

Li assure the shareholders that the company "will turn in some
profits this year," as opposed to last year's recorded loss of
$6.91 billion, Post said.


PACIFIC CENTURY: Call Warrants Dealings To Resume Today
-------------------------------------------------------
Pacific Century Cyberworks Limited says dealings in the 2001
European Style (Cash Settled) Call Warrants relating to existing
issued ordinary shares of HK$0.05 each of Pacific Century
CyberWorks Limited, issued by KBC Financial Products
International Ltd, will commence at 10:00 am Tuesday, 29 May
2001 under the following particulars:

Stock Code      Stock Short Name        Board Lot
-----------     -----------------       ---------
1750            KC-PCCWL@EC0111         1,000 units


SINO POINT: Date For Wind Up Petition Set
-----------------------------------------
The petition to wind up Sino Point Limited is scheduled for
hearing before the High Court of Hong at 10:00 am on 6 June,
2001. The petition was filed with the court on the 11 April,
2001 by Century Success Development Limited whose registered
office is situated at Room 502, Aon China Building, 29 Queen's
Road Central, Hong Kong.


SPEED ASIA: Winding Up Petition Set For Hearing
-----------------------------------------------
The petition to wind up Speed Asia Limited is set for hearing
before the High Court of Hong Kong at 9:30 am on 13 June 2001.
The petition was filed with the court on 12 April 2001 by Cheung
Wing Sun of Room 1406, Block A, Kwun Lung Lau, Kennedy Town,
Hong Kong.


=================
I N D O N E S I A
=================


CHANDRA ASRI: Debt Workout Still Hanging
----------------------------------------
PT Chandra Asri's restructuring scheme for its US$730 million
foreign debts has not yet secured the agreement of all involved
parties. Though approved by the Financial Sector Policy
Committee, the Indonesian Bank Restructuring Agency (IBRA)is not
satisfied, Jakarta Post reported yesterday, citing officials
involved in the debt workout.

The Post sources was quoted as saying, "The deal, reached after
more than 19 months of negotiations, is instead in danger of
collapsing after the Indonesian Bank Restructuring Agency (IBRA)
refused to implement technical elements of the scheme."

They added, "Obviously, the FSPC does not have the resources to
do such technical tasks as drawing up all the documents needed
to close the deal."

The debt workout scheme entails the conversion of US$100 million
of the total US$730 million loans provided by creditor Marubeni
Corporation into equity. The rest of the amount would be
rescheduled over a period of 15 years at an annual interest
floating 1.5 percentage points above the London Interbank
Offered rate (Libor).

Also, under the debt workout scheme, IBRA would convert US$375
million of the entire US$425 million in loans, which the agency
took after domestic banks, creating a 31 percent stake in the
Chandra Asri. The remainder will be treated as an outstanding
loan to Chandra Asri, the Post reported.


PERUSAAHAN LISTRIK: Renegotiation With IPPs Finalized
-----------------------------------------------------
PT Perusaahan Listrik Negara (PLN) President Director Eddie
Widiono announced last week that the state-owned power firm had
finalized renegotiations of power purchase agreements with three
independent power producers (IPP), IndoExchange reported late
last week.

The closed renegotiation concerned three projects; namely the
geothermal power plant (PLTP) Daradjat in West Java, the coal
fired power plant (PLTU) Tanjung Jati A and the electricity
plant in Cilacap, Central Java.

According to Widiono, a total of 27 projects are currently being
renegotiated, as renegotiations will be a significant way to cut
the power firm's expenditures attributed to the power purchase
contracts with the private sector. These projects will have a
combine capacity of 2,116 Terra Watt Hour (TWH).

So far, the power firm has reduced matured contract value to
$73.5 billion from $133.5 billion, the report said.


SEMEN CIBINONG: Holcim, Creditors Getting Tirtamas Stake
--------------------------------------------------------
PT Tirtamas Majutama, the founding shareholder of PT Semen
Cibinong, is giving up its entire stake holding of 43.31 percent
in the listed cement producer to Holcim Limited and creditors.
The stake changes hands as part of Semen Cibinong's debt
restructuring agreement, involving debts worth some US$1.18
billion, Jakarta Post reported Friday, citing the cement
producer's published advertisement.

The report also said the 44.19 stake shared by the public will
be diluted in the process, to 6.7 percent.

However, this deal, which was arranged last year, still requires
the approval of an independent shareholder at the shareholders'
meeting scheduled for June 26.

As quoted in the Post report, Cibinong reasoned, "As a follow up
(to the agreement), from August until December 2000, Holcim held
intensive debt restructuring talks with Cibinong's creditor
steering committee."


=========
J A P A N
=========


CRAYFISH COMPANY: Rejects Hikari Demand
---------------------------------------
Crayfish Company has refused to yield to the demand of Hikari
Tsushin, a cellular phone sales agent, who holds 40.4 percent
stake in Crayfish, to replace the members of Crayfish's board
with officials of Hikari Tsushin, Dow Jones Newswires reported
Thursday. The Board has been the subject of the squabble between
the two firms.

However, Crayfish said it would push for the proposed revamp in
the company's management ranks by bringing in personnel from
outside the company. The report added Crayfish has been opposing
Hikari Tsushin's bid to lead Crayfish's restructuring, citing
that the schemes proposed by the latter firm were not suitable
to the restructuring.

But both parties will proceed with their negotiations, the
report said, adding that Hikari Tsushin's counter proposal will
be presented for approval to Crayfish shareholders in an
extraordinary meeting on June 20.


DAIEI INC: Sell Off Planned For Takashimaya Interests
-----------------------------------------------------
Troubled retailer Daiei Incorporated is planning to dispose of
all of its shares in Takashimaya Company, The Asian Wall Street
Journal reported Friday. The timing of the sale will be
dependent on Takashimaya's stock price.

The newspaper added the company is going to unload its financial
burden of Y2.560 trillion in interest-bearing debts, by shedding
potential losses and through listing its subsidiary Printemps
Ginza Company, which is a major shareholder in Takashimaya.

Daiei's 12.07 million Takashimaya shares were acquired in 1981
for Y5.4 billion. These were later sold to Printemps Ginza for
Y17.7 billion between 1996 and 1997.


HINO MOTORS: Group Net Loss Narrows To Y13.30-B
-----------------------------------------------
Although it remains in the red, Hino Motors Limited's group net
loss booked in fiscal year 2000 narrowed to Y13.30 billion from
a loss of Y21.84 billion made in the previous year, Kyodo News
reported Friday. Last year's loss was largely blamed on the
company's extraordinary loss attributed to the retirement write-
off and pension provisions.


MITSUBISHI TOKYO: Posts Group Net Loss Of Y124.58-B
-------------------------------------------------------
Mitsubishi Tokyo Financial Group Inc, for the fiscal 2000,
suffered a consolidated net loss of Y124.58 billion, down from a  
consolidated net profit of Y173.01 billion booked in the
previous year, Kyodo News reported Friday. The figures represent
the combined performance of Mitsubishi Tokyo's three constituent
banks.


=========
K O R E A
=========


HYNIX SEMICON: 70% Of Maxtor Shares Up For Grabs
------------------------------------------------
Hynix Semiconductor Inc is going to dispose next month of 28.3
million shares, or almost 70 percent of its 40.8-million
shareholding in Maxtor Corporation, The Asian Wall Street
Journal reported Thursday, citing the Seoul Economic Daily. The
sale of these Maxtor shares is expected to fetch around US$200
million.

Meanwhile, the ailing Hyundai Group chipmaker has disposed of
its 90-percent stake in its security equipment unit. The sale
generated a total of about W9 billion.


HYUNDAI ENGINEERING: Bondholders Cling To Payment Request
---------------------------------------------------------
In a meeting Thursday last week, holders of bonds with a
combined worth of US$45 million issued by beleaguered contractor
Hyundai Engineering & Construction Company (HDEC) failed to
reach a concession regarding their early payment request,
Bloomberg reported Friday.

HDEC creditors have asked the bondholders to withdraw their
early payment request to keep a possible default at bay, the
report said.

Also, according to the report, major HDEC creditor Korea
Exchange Bank (KEB) pledged, in the same meeting, to the
bondholders that repayments on debts will be made in April next
year after the takeover of the company's domestic creditors.

If bondholders insist on early payment, the contractor's
bailout, spearheaded by its creditors, would be placed at a
great risk. The bailout involves a sum of W2.9 trillion, about
56 percent of the company's total debts of W5.16 trillion.


HYUNDAI ENGINEERING: Local Creditors To Roll Over BWs
-----------------------------------------------------
Local creditors, including major creditor Korea Exchange Bank
(KEB), of beleaguered construction giant Hyundai Engineering &
Construction Company (HDEC) have reached an in-principle
agreement to rollover dollar-denominated bonds with warrants
(BWs) due Monday, The Herald Sun reported over the weekend.

At the Thursday meeting last week, the creditors have yet to
decide when the BWs should be redeemed, the report said.

Meanwhile, foreign BW holders, at a conference call conducted by
the BWs lead manager Deutsche Bank, also failed to resolve the  
default issue.


HYUNDAI MERCHANT: Undecided On Sale Of 16.6% HDS Stake
------------------------------------------------------
Hyundai Merchant Marine Company revealed Thursday the company
remains unresolved as to whether to sell off its 16.6 percent
stake in Hyundai Securities Company (HDS), The Asian Wall Street
Journal reported Thursday.

Hyundai Merchant, as quoted in the newspaper, said, "The report
that we will sell Hyundai Securities' shares to a consortium led
by American International Group Inc. (AIG) is incorrect."


===============
M A L A Y S I A
===============


ABRAR CORP: Moratorium Extended
-------------------------------
Abrar Corporation Berhad says the moratorium under section 41 of
the Danaharta Act, which took effect from 27 May 2000, i.e. the
date of the appointment of Special Administrators to the
Company, has been further extended to 26 May 2002.

The extension of the moratorium is pursuant to Section 41(3) of
the Danaharta Act. During the period of the moratorium, no
creditor may take action against the Company except in
accordance with Section 41 of the Danaharta Act.


AMSTEEL CORP: RM222.7-M Deficit Dictates Status
-----------------------------------------------
In accordance with the requirements of Practice Note No. 4/2001
issued pursuant to paragraph 8.14 of the Kuala Lumpur Stock
Exchange's (KLSE) Listing Requirements, effective 15 February
2001 (PN4), the Directors of Amsteel Corporation Berhad
(Amsteel) hereby announce Amsteel is an affected listed issuer.
The consolidated adjusted shareholders' equity of Amsteel (as
defined in Section 2.2(a) of PN4) calculated based on the
unaudited consolidated balance sheet of Amsteel as of 31 March
2001 shows a deficit of RM222.7 million.

Pursuant to PN4, Amsteel is:

1) given a time frame of between 6 to 12 months to implement its
plan to regularize its financial conditions;

2) to announce the status of its plan to regularize its
financial condition on a monthly basis until further notice from
the KLSE;

3) to submit monthly reports to the KLSE within 10 market days
from the end of each month reported;

4) to announce its compliance, or failure to comply, with any
particular obligation imposed on Amsteel by the KLSE pursuant to
PN4 as and when such obligation becomes due; and

5) to appoint a monitoring accountant if Amsteel falls within
the criteria set out in paragraph 6.1 of PN4.

Failure to comply with any of the aforesaid obligations imposed
by PN4 may lead to the suspension or delisting of Amsteel shares
from the KLSE.

In relation to item (1) above, shareholders and potential
investors should refer to the announcement made jointly by
Amsteel, Lion Corporation Berhad, Lion Land Berhad, Angkasa
Marketing Berhad and Chocolate Products (Malaysia) Berhad
(collectively the Lion Group) on 5 July 2000 which sets out an
overall corporate and debt restructuring scheme for the Lion
Group as a whole (Proposed GWRS) and subsequent announcements on
19 October 2000, 19 February 2001, 27 February 2001, 30 March
2001 and 2 May 2001 on the progress of the Proposed GWRS.

The Proposed GWRS is intended to regularize the financial
condition of the Lion Group (including the Amsteel Group) and
provide the Lion Group with the financial ability to meet its
financial commitments to its creditors and in the long term, to
regain a position of profitability. The Proposed GWRS would also
address the aforesaid deficit in the consolidated adjusted
shareholders' equity of Amsteel.

The applications to obtain the regulatory approvals for the
Proposed GWRS from the Securities Commission, Foreign Investment
Committee and Ministry of International Trade and Industry were
submitted in October 2000. The following approvals have been
obtained on the respective dates:

i) Bank Negara Malaysia on 2 October 2000 and 5 October 2000;

ii) Foreign Investment Committee on 19 January 2001 and 23
February 2001;

iii) Ministry of International Trade and Industry in relation to
the divestment of shares in Silverstone Berhad to Angkasa
Marketing Berhad on 13 February 2001; and

iv) Order granted by the High Court to convene the
creditors'/members' meetings of the relevant companies on or
before 24 July 2001 to approve the Proposed GWRS pursuant to
Section 176(1) of the Companies, Act, 1965.

Messrs Arthur Andersen Corporate Advisory Sdn Bhd has been
appointed as the Independent Adviser to advise the minority
shareholders of Amsteel on the fairness and reasonableness of
the terms of the proposals within the Proposed GWRS which relate
to the Amsteel Group.

With regard to items (2) and (3) above, Amsteel will be
announcing the status of the Proposed GWRS on a monthly basis
and submitting monthly reports to the KLSE respectively.

In relation to item (4) above, no particular obligation has been
imposed by KLSE. As for item (5) above, the appointment of a
monitoring accountant is not required, as Amsteel does not fall
within the criteria set out in paragraph 6.1 of PN4.


MBF CAPITAL: Court Grants Two Units Restraining Order
-----------------------------------------------------
MBf Capital Berhad announces that two wholly-owned subsidiaries
of MBf Capital, namely MBf Leasing Sdn Bhd (MBfL) and MBf
Factors Sdn Bhd (MBfF) had on 22 May 2001 obtained a restraining
order under Section 176(10) of the Companies Act, 1965 from the
High Court of Malaya at Kuala Lumpur for a period of three
months.

The business of MBfL and MBfF had, since 1997, been badly
affected by non-performing loans and losses, leaving both
companies unable to service their debt obligations. The
restraining order was obtained for the purpose of facilitating
the implementation of a debt restructuring scheme for the two
subsidiaries.

As announced on 15 February 2001, 23 February 2001, 1 March
2001, 2 April 2001 and 2 May 2001, MBf Capital is in the process
of formulating a corporate and debt restructuring scheme to
regularize the financial position of the MBf Capital Group. The
proposed scheme shall be announced in due course.

MBf Capital Berhad is located at Block B1, Level 9 Pusat Dagang
Setia Jaya (Leisure Commerce Square) No.9, Jalan PJS 8/9 46150
Petaling Jaya (Tel : 03-7877 3777; Fax : 03-7877 1051). It was
incorporated on 10 October 1963 in Malaysia and was converted
into a public company on 21 October 1963.

The Group began as Island Hotels & Properties, a developer of
hotels, holiday resorts and other landed properties. It later
diversified into financial services and manufacturing and bought
a substantial stake in Malaysia Borneo Finance Corporation (M)
Bhd (now MBf Finance Bhd), which was floated in 1983.

The Group ventured into insurance, credit cards and countertrade
businesses between 1983 and 1985. By 1987, the Group began
venturing overseas.

A restructuring and rationalization saw the Group transferring
its interests in financial services-related companies to MBf
Capital Bhd in 1992. MBf Capital was subsequently listed on KLSE
in place of MBf Finance following a share exchange.

In July 1998, the Company and some of its subsidiaries proposed
to restructure operations. All local lenders have given their
approvals-in-principal to a Scheme of Arrangement (SOA).

The proposed SOA, which includes the restructuring of the
Group's borrowings, involves MBf Holdings Bhd (MBfH) and
selected subsidiaries. It is anticipated to be completed by
1Q2001. A major thrust is to reorganize the Group to focus on
three core businesses, i.e. credit card and related services,
property development, and trading. Meanwhile, operations of MBf
Finance were taken over by BNM in January 1999.


MBF CAPITAL: Restraining Order Expires In August
------------------------------------------------
In reply to the Kuala Lumpur Stock Exchange's letter dated 25
May 2001 pertaining to the Restraining Order in respect to its
two wholly-owned subsidiaries, MBf Leasing Sdn Bhd (MBf Leasing)
and MBf Factors Sdn Bhd (MBf Factors), MBf Capital Berhad
announces the Restraining Order will expire on 22 August 2001.

As announced on 24 May 2001, MBf Capital is in the process of
formulating a corporate and debt restructuring scheme to
regularize the financial condition of the MBf Capital Group.

In order to prevent any threat of winding up without giving the
lenders of MBf Leasing and MBf Factors the opportunity to
consider a debt restructuring scheme, MBf Leasing and MBf
Factors had in May 2001, in accordance with the provisions of
section 176(10) of the Companies Act, 1965, obtained majority
approval from the lenders in the nomination of Encik Abdul Rahim
bin Abdul Rahman as a Director on the Boards of MBf Leasing and
MBf Factors.

The Restraining Order is not expected to have any financial or
operational impact on the MBf Capital Group.


SRI HARTAMAS: Enters Into Reconstruction Deal With FACB
-------------------------------------------------------
In addition to the announcement dated 30 March 2001, by the
Special Administrators of SHB, i.e. Gan Ah Tee, Ooi Woon Chee
and Mohamed Raslan bin Abdul Rahman of KPMG (Special
Administrators), Commerce International Merchant Bankers Berhad
is pleased to announce on behalf of Sri Hartamas Berhad (SHB),
that SHB, on 23 May 2001, entered into a reconstruction
agreement with FACB Resorts Berhad, pursuant to the Proposed
Scheme of Arrangement.

The Proposed Scheme of Arrangement essentially involves the
injection of the following two business undertakings/assets of
FACB into Newco to rescue SHB:

(i) The business undertaking of a hotel ownership and operations
comprising the five-star international beachfront resort hotel
with 502 rooms and other facilities known as Nexus Resort
Karambunai (NRK), Kota Kinabalu, Sabah (NRK), which is situated
on the Karambunai Peninsula located in the Mukim of Menggatal,
Daerah Kota Kinabalu, Sabah (NRK Undertaking); and

(ii) The business undertaking of developing a mixed township
project known as "Bukit Unggul Eco-Media City" or "Bukit Unggul
Tele Suburb" project (BUEMC) with good title over the unsold
gross land area of approximately 915 acres, which is located in
the Mukim Dengkil, Daerah Sepang that is strategically situated
within the Multimedia Super Corridor (MSC).

Pursuant to the Proposed Scheme of Arrangement, Newco would
assume the listing status of SHB.

The Reconstruction Agreement set forth the details of the
individual proposed restructuring under the Proposed Scheme of
Arrangement, which inter alia include the following:

(i) The Proposed Assets Injection by FACB;

(ii) The Proposed Capital Cancellation of SHB;

(iii) The Proposed Shares Issue to Special Administrators by
SHB;

(iv) Proposed Shares Issue to SHB Shareholders by Newco;

(v) Proposed Shares Issue to SHB Creditors by Newco;

(vi) Proposed Transfer of Listing;

(vii) Proposed Restricted Rights Issue by Newco; and

(viii) Proposed Cash Payment to SHB by Newco.

The abovementioned Proposed Scheme of Arrangement, save and
except for the Proposed Restricted Rights Issue by Newco and
Proposed Cash Payments to SHB by Newco, are implemented
simultaneously and are inter-conditional to each other.

Tan Sri Dr. Chen Lip Keong and/or parties to be nominated by him
and acceptable by the Special Administrators (Grantors), FACB
and/or parties deemed acting in concert may be required to make
a mandatory offer for the remaining shares in Newco which are
not owned by them upon the completion of the Proposed Transfer
of Listing. It is the intention of Grantors, FACB and/or the
parties deemed acting in concert to apply to the Securities
Commission (SC) for the waiver from the need to carry out the
mandatory offer (Proposed Waiver) should it be applicable.

The Proposed Scheme of Arrangement and the Proposed Waiver, if
applicable, are inter-conditional.

Details Of Proposed Scheme Of Arrangement

Proposed Assets Injection By FACB

The Proposed Assets Injection by FACB involves FACB and its
wholly-owned subsidiaries injecting the NRK Undertaking and the
BUEMC Undertaking into Newco.

The NRK Undertaking would be injected directly into Newco by a
wholly-owned subsidiary of FACB, for an indicative consideration
of RM350.0 million to be settled by way of Newco issuing
350,000,000 new Newco Shares at an issue price of RM1.00 per
Newco Share.

The BUEMC Undertaking, which is currently wholly-owned by FACB,
will initially be transferred to FACB Marketing and Sales
Services Sdn Bhd (FMSS). Subsequently, FMSS together with the
BEUMC Undertaking will be injected into Newco for an indicative
consideration of RM310.0 million to be settled by way of issue
of 310,000,000 new Newco Shares at an issue price of RM1.00 per
Newco Share.

The final purchase consideration for the transfer of NRK
Undertaking and FMSS together with BUEMC Undertaking, may be
adjusted pending the completion of valuation of the NRK
Undertaking and the BUEMC Undertaking to be carried out by
independent professional valuers approved by the Special
Administrators.

The information on Newco, FMSS, NRK Undertaking and BUEMC
Undertaking are set out in Section 4 of this announcement.

The Proposed Capital Cancellation Of SHB

The Proposed Capital Cancellation of SHB shall be carried out by
the Special Administrators and involves the proposed
cancellation of the entire issued and paid-up share capital of
SHB of RM860,081,667 comprising 860,081,667 SHB Shares pursuant
to Section 64(1) of the Companies Act, 1965.

The Proposed Shares Issue To Special Administrators By SHB

Simultaneous with to the Proposed Capital Cancellation of SHB,
SHB will issue three (3) new SHB Shares to the Special
Administrators or its nominated party/parties. Pursuant to the
Proposed Shares Issue to Special Administrators by SHB, SHB
would be wholly-owned by the Special Administrators, directly or
via its nominee(s).

The Proposed Shares Issue To SHB Shareholders By Newco

The Proposed Shares Issue to SHB Shareholders by Newco involves
the proposed issue of 43,004,083 new Newco Shares by Newco
credited as fully paid-up to the shareholders of SHB on the
basis of one new Newco Share for every twenty existing SHB
Shares held prior to the Proposed Capital Cancellation of SHB.
The 43,004,083 new Newco Shares will be issued in consideration
of the transactions contemplated under the Proposed Scheme of
Arrangement.

Only the Newco Shares which are to be issued pursuant to the
Proposed Shares Issue to SHB Shareholders by Newco will be
entitled to the Proposed Restricted Rights Issue by Newco.

The Proposed Shares Issue To SHB Creditors By Newco

The Proposed Shares Issue to SHB Creditors by Newco involves the
proposed issue of 50,000,000 new Newco Shares by Newco credited
as fully paid-up to the creditors of SHB in consideration of the
transactions contemplated under the Proposed Scheme of
Arrangement.

The 50,000,000 new Newco Shares would be issued either to the
Special Administrators and/or directly to the creditors of SHB
in the proportions to be advised by the Special Administrators.
Where the new Newco Shares are issued to the Special
Administrators, the Special Administrators will decide later on
the actual allocations of the 50,000,000 Newco Shares to the
respective creditors of SHB.

The Grantors would enter into a put option agreement with the
creditors of SHB who receive 50,000,000 new Newco Shares
(Grantees) whereby the Grantees would have the right to sell to
the Grantors the new Newco Shares at an exercise price of RM1.00
per Newco Share (Put Option Agreement) in the following manner:

The Proposed Transfer Of Listing Status

Simultaneous with the Proposed Assets Injection by FACB,
Proposed Capital Cancellation of SHB, Proposed Shares Issue to
Special Administrators by SHB, Proposed Shares Issue to SHB
Shareholders by Newco and the Proposed Shares Issue to SHB
Creditors by Newco, the listing status of SHB on the Main Board
of KLSE would be transferred to Newco as an integrated part of
the Proposed Scheme of Arrangement.

The proposed Restricted Rights Issue By Newco

The Proposed Restricted Rights Issue by Newco involves the
proposed restricted renounceable rights issue of 86,008,166
Rights Shares together with 86,008,166 Rights Warrants by Newco
at an issue price of RM1.00 per Newco Share, payable in full
upon acceptance, on the basis of two (2) Rights Shares plus two
(2) Rights Warrants for every one (1) Newco Share to be issued
pursuant to the Proposed Shares Issue to SHB Shareholders by
Newco. The Rights Warrants would be issued without charge
together with the Rights Shares to the subscribers of the Rights
Shares. The Proposed Restricted Rights Issue by Newco would be
procured to be fully underwritten by FACB in the event that no
underwriters can be secured.

Only the 43,004,083 Newco Shares issued to the existing
shareholders of SHB pursuant to the Proposed Shares Issue to SHB
Shareholders by Newco would be entitled to the Proposed
Restricted Rights Issue by Newco.

The Proposed Restricted Rights Issue by Newco would raise gross
proceeds of RM86.0 million which would be utilized in the
following manner:

TABLE B

Payment to SHB pursuant to the Proposed Cash Payment to SHB by
Newco:
                                       RM50,000,000
General working capital requirements   RM28,008,000
Estimated expenses (including underwriting fees) for the
Proposed Scheme of Arrangement                            
RM8,000,000
Gross proceeds                         RM86,008,000

The indicative terms of the Rights Warrants are set out as
follows:

TABLE C

Issue and detachability: Up to 86,008,166 Rights Warrants to be
issued together with the Rights Shares pursuant to the Proposed
Restricted Rights Issue by Newco on the basis of one Rights
Warrant for every one Rights Share to be issued. The Rights
Warrants are only detachable after the issue and allotment of
the Rights Shares

Form: The Rights Warrants are issued in registered form and
shall be constituted by a Deed Poll to be executed by the Newco.
The registered holders of the Rights Warrants will have the
right by way of exercise of such warrants, at any time during
the Exercise Period, to subscribe for Newco Shares at the
Exercise Price, subject to adjustments in accordance with the
provisions of the Deed Poll

Board Lot: For purposes of trading on the KLSE, a board lot of
Rights Warrants will be 1,000 warrants

Subscription Rights: Subject to the conditions of the Deed Poll,
each Rights Warrant carries the entitlement to subscribe for one
(1) new Newco Share at the Exercise Price at any time during the
Exercise Period

Exercise Period : The exercise period of the Rights Warrants
will be for a period of five (5) years commencing from the date
of issue of the warrants

Exercise Price : The exercise price, subject to adjustments in
accordance with the Deed Poll is set at RM1.00 per Newco Share

Expiry of Warrants: At the close of business on the last day of
the Exercise Period, any Subscription Rights, which have not
been exercised and the subscription form not received by the
Registrar, will lapse and every Rights Warrant will cease
thereafter to be valid for any purpose

Transferability : The Rights Warrants are transferable by an
instrument of transfer in any usual or common form as may be
approved by the Board of Directors of Newco and KLSE

Listing Status : Application will be made for the admission of
the Rights Warrants to the Official List of the KLSE and the
listing of and quotation for the Rights Warrants and the listing
of and quotation for the new Newco Shares to be issued upon the
exercise of the Rights Warrants on the Official List of the KLSE

Ranking of the new Newco Shares to be issued: The new Newco
Shares to be issued upon the exercise of the Rights Warrants,
shall upon allotment and issue, rank pari passu in all respect
with the existing Newco Shares except that they will not be
entitled to dividends, rights, allotments and/or other
distributions unless the allotment of new Newco Shares were made
on or prior to the entitlement date, which is the date as at the
close of business on which shareholders must be registered in
order to be entitled to any dividends, rights, allotments and/or
other distributions.

Deed Poll: The Rights Warrants will be constituted under a deed
poll to be executed by Newco

Governing Law:  The Rights Warrants shall be governed by the
Laws of Malaysia

The Proposed Cash Payment To SHB By Newco

The Proposed Cash Payment to SHB by Newco involves the proposed
cash payment of RM50.0 million to the Special Administrators who
would then decide as to the proportion in which the cash payment
to be allocated to the creditors of SHB. The cash payment of
RM50.0 million would be paid out from the proceeds to be raised
from the Proposed Restricted Rights Issue by Newco.

Hence, the cash payment of RM50.0 million would only be made
upon the successful implementation of the Proposed Restricted
Rights Issue by Newco within three months from the Proposed
Transfer of Listing.

However, FACB would give an irrevocable and unconditional
undertaking to the Special Administrators, upon terms which are
acceptable to the Special Administrators, to make RM50.0 million
cash payments to the Special Administrators in the event that
the RM50.0 million cash payment to be made by Newco from
proceeds of the Proposed Restricted Rights Issue by Newco is not
fulfilled as a result of Newco on its own volition refusing or
failing to implement the Proposed Restricted Rights Issue by
Newco and/or make the RM50.0 million cash payment and such
failure or refusal is attributable to the fault or omission of
FACB, the subsidiaries of FACB involved in the Proposed Scheme
of Arrangement, or their appointees on the Board of Directors of
Newco or any persons related to them (FACB Undertaking). Such
payment so received by the Special Administrators would be used
by the Special Administrators to pay the creditors of SHB in
such proportion as the Special Administrators may determine.

The Salient Terms Of Reconstruction Agreement

The salient terms of the Reconstruction Agreement include inter-
alia the following:

(i) The Proposed Scheme of Arrangement and the Proposed Waiver,
if applicable, are inter-conditional;

(ii) FACB Undertaking to be entered into between FACB and the
Special Administrators;

(iii) Put Option Agreement to be entered into between the
Grantors and the creditors of SHB as may be determined by the
Special Administrators;

(iv) The completion of the Reconstruction Agreement is subject
to certain conditions precedent being obtained and/or fulfilled
within eight (8) months from the date of the Reconstruction
Agreement or such other date the Special Administrators may
agree; and

(v) The Reconstruction Agreement provides for the various
circumstances in which the deposit paid with accrued interest
pursuant to the Memorandum of Understanding dated 30 March 2001
to be refunded to FACB or forfeited by the Special
Administrators.

Information On Newco And The Subject Assets

The Newco

Newco will be a company to be identified or incorporated at a
later date. Pursuant to the Proposed Scheme of Arrangement,
Newco would assume the listing status of SHB on the Main Board
of KLSE and would principally be involved in the ownership and
management of assets and businesses comprised in the NRK
Undertaking and the BUEMC Undertaking. After completion of the
Proposed Scheme of Arrangement but before the exercise of the
86.0 million Rights Warrants to be issued pursuant to the
Proposed Restricted Rights Issue by Newco, Newco would have an
issued and paid-up share capital of RM839.0 million comprising
839.0 million Newco Shares and an NTA of approximately RM688.0
million or equivalent to approximately RM0.82 per Share.

Information  On FMSS

FMSS was incorporated in Malaysia on 7 March 1994 under the
Companies Act, 1965 and is a subsidiary of FACB. FMSS was
previously involved in the marketing and sales and services for
home appliances but has ceased operations in 1997. It has an
authorized share capital of RM1.0 million comprising 1.0 million
ordinary shares of RM1.00 each and an issued and paid-up share
capital of RM1.0 million comprising 1.0 million ordinary shares
of RM1.00 each. As of 31 March 2000, it has an audited negative
NTA of RM0.5 million. The negative NTA is the result of
accumulated losses of RM1.5 million that has wiped out the
equity of FMSS.

As of 31 March 2000, FACB has invested a total of RM1.3 million
in FMSS comprising RM1.0 million in the form of investment in
the issued and paid-up share capital of FMSS and inter-company
advances amounting to RM0.3 million.

Information On The NRK Undertaking

The NRK Undertaking encompasses the ownership business
undertaking of hotel operations of NRK, an international
standard five-star beachfront resort hotel with 502 rooms and
other facilities, which is situated at the Karambunai Peninsula
located in the Mukim of Menggatal, Daerah Kota Kinabalu, Sabah.

NRK is built on a plot of beachfront land measuring
approximately 64.5 acres and is equipped with a wide range of
facilities including a business center, a library, a number of
food and beverage outlets, retail centers, gymnasium, swimming
pool, health spa, games room as well as a 1,200 square metre
grand ballroom and eight (8) meeting rooms with built-up area
ranging from 200 to 400 square meter. NRK was accredited the
distinctive award namely, FIABCI Year 2000 Award of Distinction
for "Best Leisure/Resort Development" in Malaysia (FIABCI is the
French Acronym for the International Real Estate Federation).

The NRK Undertaking forms an integrated part of Karambunai
Resorts Sdn Bhd's development on a piece of land measuring
approximately 1,500 acres on the Karambunai Peninsula which is
owned and managed by FACB and its subsidiaries (FACB Group).

Karambunai Resorts is strategically located approximately 25
minutes' drive from the city center of Kota Kinabalu and
approximately 35 minutes from the Kota Kinabalu International
Airport via the Jalan Tuaran bypass and the dual-carriage
coastal highway. On a regional basis, it is located within three
hours flight time from Asia's major international airports
including that of Singapore, Bangkok, Taipei, Manila, Brunei and
the Kuala Lumpur International Airport (KLIA). Within the
vicinity are the existing international tourist destinations
such as the Tunku Abdul Rahman Park and the Kinabalu National
Park, which contains Mount Kinabalu, South East Asia's highest
mountain.

Apart from NRK, Karambunai Resorts currently operates a
championship 18-hole golf course together with a clubhouse.
Karambunai Resorts is an integrated resort development
capitalizing on the unique natural tropical beauty and serenity
including an approximately six kilometer stretch of white sandy
beach, deep bend of matured mangrove swamplands, wetlands,
crystal clear river, lagoon with water body and well-preserved
rain forest at a single location offering the best for eco-
tourism.

As of 31 March 2000, FACB through Karambunai Resorts Sdn Bhd
(KRSB) had invested a total of RM278.2 million in NRK,
comprising the cost of land and development cost of the hotel.
The audited book value of the NRK Undertaking carried in the
book of KRSB as of 31 March 2000 was RM296.8 million. The
difference between the audited book value and the cost of
investment of NRK is due to a revaluation surplus of RM18.5
million in year 1992. The relevant deferred tax in respect of
the revaluation surplus amount to RM1.7 million. Subsequent to
31 March 2000, FACB through KRSB, had invested a further sum of
approximately RM20.0 million in NRK.

Information On The BUEMC Undertaking

The BUEMC Undertaking comprises the development business of a
mixed township project known as "Bukit Unggul Eco-Media City" or
"Bukit Unggul Tele Suburb" with title to unsold gross land area
estimated at 915 acres.

BUEMC is located in Daerah Sepang, Mukim Dengkil which is
strategically situated within the heart of the MSC, close
proximity to KLIA, Putrajaya and Cyberjaya, and approximately 35
kilometers from the Kuala Lumpur city center. The development is
accessible through well-developed network of infrastructure such
as the North-South Highway, North-South Expressway Central Link,
proposed KLIA Dedicated Link, and the proposed Express Rail
Link. The Malaysia Highway Authority has approved an interchange
to be built along the Kuala Lumpur-Seremban Highway between the
existing Bangi and Nilai interchange, which shall further
shorten the driving time from Kuala Lumpur to BUEMC.

BUEMC is an ongoing mixed development of an upcoming self-
sufficient township having a combined prime land area of
approximately 1,363 acres. FACB through its wholly-owned
subsidiary, has in previous years sold some properties which
will be excluded from the BUEMC Undertaking to be injected into
Newco.

BUEMC will emphasize preserving and retaining the existing
natural environment on the land, by demarcating and segregating
the development into smaller phases to capitalize on the lush
greenery and tree line areas to provide quality resort
environment. This is expected to be in line with the Malaysian
government's call to preserve the ecology of the existing North
and South Kuala Langat Forest Reserve areas and to create a
stretch of green belt between KLIA and Putrajaya.

BUEMC also comprises an international 18-hole golf course
covering approximately 144 acres together with a golf clubhouse.
However, the golf course and clubhouse shall be excluded from
the BUEMC Undertaking. The planned development on the BUEMC
Undertaking includes inter-alia an IT commercial center and
retail properties, residential properties, a recreational
center, cultural centers, private colleges and smart schools.

As of 31 March 2000, FACB through Bukit Unggul Golf & Country
Resort Sdn Bhd (BUGCR) had invested a total of RM127.1 million
in the BUEMC Undertaking, comprising the cost of land and
improvement works carried out thereon. The audited book value of
the BUEMC Undertaking carried in the book of BUCGR as of 31
March 2000 was RM292.6 million. The difference between the
audited book value and the cost of investment of BUEMC
Undertaking is due to a revaluation surplus of RM165.5 million
in year 1996. The relevant deferred tax in respect of the
revaluation surplus amounted to RM46.8 million.

Prospects Of The NRK Undertaking

Following the success of the initial phase of the Karambunai
Resorts which comprise NRK, a championship 18-hole golf course
and clubhouse and main infrastructure and access road, FACB has
embarked on the next phase of the development of Karambunai
Resorts designated as "Borneo Resorts Karambunai".

Borneo Resorts Karambunai involves the development and
construction of themed hotels and resorts, resort apartments, a
second 18-hole golf course, guarded and gated communities, a
water village, nature park and a cultural center. The Borneo
Resorts Karambunai project is expected to be financed partly
from the proceeds from the approved rights issue to be
implemented by FACB.

With the development of Borneo Resorts Karambunai, the
Karambunai Resorts is expected to gain further international
recognition as a world-class integrated resort, offering a wide
variety of resort tourism products. In addition, the entire
Karambunai Resorts including the NRK Undertaking is in line with
the Sabah and Federal governments' aspirations to promote local
hospitality and tourism industry.

Prospects Of The BUEMC Undertaking

BUEMC is strategically located in one of the fastest growing
segment of the development in the MSC encompassing Putrajaya,
Cyberjaya and the KLIA. In addition, the components of the
developments of the BUEMC Undertaking have been enhanced by the
designation of BUEMC as part of the "Tele-Suburb Zone" under the
proposed Sepang Development Plan 2000-2015.

BUEMC is linked to a well-developed network of highways and the
existing choices of access will be further enhanced by the
completion of the proposed interchange along the Kuala Lumpur-
Seremban Highway.

Information On FACB

FACB was incorporated in Malaysia on 30 December 1965 under the
Companies Act, 1965, as a private company under the name
Electrical & Allied Industries Sdn Bhd. On 6 June 1967, it was
converted into a public limited company as Electrical & Allied
Industries Bhd. The Company was listed on the Main Board of the
KLSE on 4 July 1967 and later changed its name to First Allied
Corporation Bhd on 1 November 1983. On 13 September 1993, the
Company changed its name to FACB Berhad and again on 30
September 1999 to FACB Resorts Berhad.

The principal activities of FACB are that of investment holdings
and provision of management services, whilst its subsidiaries
among others are involved in the property development,
construction, hotel, resort and golf club management, trading of
wood products and travel and tour operations.

As of 12 March 2001, FACB has an authorized share capital of
RM2,000,000,000 comprising 4,000,000,000 ordinary shares of
RM0.50 each and an issued and paid-up share capital of
RM1,015,029,840 comprising 2,030,059,680 ordinary shares of
RM0.50 each.

Rationale For The Proposals

As of 30 June 2000, SHB on a consolidated basis has a net
current liabilities position of RM456.6 million and
shareholders' deficit of RM97.2 million. The audited
consolidated accumulated losses of SHB as at 30 June 2000 stood
at RM1,076.2 million which has effectively wiped out the entire
equity of SHB on a consolidated basis.

On 16 June 2000, Pengurusan Danaharta Nasional Berhad has
appointed Special Administrators over SHB pursuant to Section 24
of the Pengurusan Danaharta Nasional Act, 1998 and as set out in
the audited accounts of SHB, the ability of SHB to continue as a
going concern is also dependent on the outcome of the workout
proposal which is being prepared by the Special Administrators.

The workout proposal which is being prepared by the Special
Administrators would include the Proposed Scheme of Arrangement
aimed at effectively transferring the listing status of SHB to
Newco which would be injected with the Subject Assets, namely
the BUEMC Undertaking and the NRK Undertaking.

Under the Proposed Scheme of Arrangement, the shareholders of
SHB would receive 43,004,083 Newco Shares and the creditors of
SHB would eventually receive 50,000,000 Newco Shares plus RM50.0
million cash payment from the proceeds of the Proposed
Restricted Rights Issue by Newco.

The shareholders of SHB would also be allowed to further
participate in Newco via the Proposed Restricted Rights Issue by
Newco which would only be eligible to the holders of the Newco
Shares to be issued to the shareholders of SHB pursuant to the
Proposed Shares Issue to SHB Sharesholders by Newco.

Pursuant to the Proposed Scheme of Arrangement, Newco would
assume the listing status from SHB and would principally be
involved in the ownership and management of the NRK Undertaking
and the BUEMC Undertaking. The management of FACB expects the
Subject Assets to contribute positively to the future earnings
of Newco. Pursuant to the Proposed Scheme of Arrangement, prior
to the exercise of the Rights Warrants, on a proforma basis,
Newco is expected to have a NTA of approximately RM688.0 million
or RM0.82 per Newco Share.

In addition, the Special Administrators would take control of
SHB following the Proposed Capital Cancellation of SHB and
Proposed Shares Issue to Special Administrators by SHB. This
will allow the Special Administrators to continue to manage the
existing assets of SHB in the most expedient way to realize the
value of the assets for the repayment of debts in SHB.


The effects of the Proposed Scheme of Arrangement on the issued
and paid-up share capital of Newco are set out as follows:

TABLE D
                             Issued and paid-up share capital
                                          RM'000
Share capital of Newco immediately prior to its participation in
the Proposed Scheme of Arrangement * Arising from the Proposed
Assets Injection by FACB                 
                                                  660,000
After the Proposed Assets Injection by FACB       660,000
Arising from the Proposed Shares Issue to SHB Shareholders by
Newco
                                                  43,004
After the Proposed Shares Issue to SHB Shareholders by Newco
                                                  703,004
Arising from the Proposed Shares Issue to SHB Creditors by Newco
and Proposed Transfer of Listing                                
50,000
After the Proposed Shares Issue to SHB Creditors by Newco and
Proposed Transfer of Listing                                
753,004
Arising from the Proposed Restricted Rights Issue by Newco and
the Proposed Cash Payment to SHB by Newco                        
86,008
After the Proposed Restricted Rights Issue by Newco and the
Proposed Cash Payment to SHB by Newco                            
839,012
Arising from the full exercise of the Rights Warrants 86,008
Enlarged issued and paid-up share capital           925,020

Note:
* Negligible.

The Proposed Capital Cancellation of SHB and Proposed Shares
Issue to Special Administrators by SHB do not affect the share
capital of Newco. The Proposed Capital Cancellation of SHB would
result in the entire existing issued and paid-up share capital
of SHB to be cancelled and the Proposed Shares Issue to Special
Administrators by SHB would result in the Special Administrators
or its nominated party/parties to hold 100% equity interest in
SHB pursuant to the Proposed Scheme of Arrangement.

NTA

The proforma effects of the Proposed Scheme of Arrangement on
the NTA of Newco are set out as follows:

TABLE F
                            Proforma NTA   Proforma NTA per
share
                             RM'000              RM
Immediately prior to Newco's participation in the Proposed
Scheme of Arrangement          *                  1.00
After the Proposed Assets Injection by FACB  
                             660,000            1.00
After the Proposed Shares Issue to SHB Shareholders by Newco*i
                              660,000 0.94
After the Proposed Shares Issue to SHB Creditors by Newco and
the Proposed Transfer of Listing 660,000 0.88
After the Proposed Restricted Rights Issue by Newco
                               *ii738,008 0.88
After the Proposed Cash Payment to SHB by Newco
                                688,008 0.82
After the full exercise of the Rights Warrants
                               774,016 0.84

Notes:

* Negligible.

*i The cost of issuing the 43,004,083 and 50,000,000 new Newco
Shares to the shareholders of SHB and the creditors of SHB
respectively under the Proposed Shares Issue to SHB Shareholders
by Newco and Proposed Shares Issue to SHB Creditors by Newco
respectively as well as the RM50.0 million cash payment to SHB
under the Proposed Cash Payment to SHB by Newco is assumed to
have been charged against the profit and loss account of Newco.

*ii The NTA after the Proposed Restricted Rights Issue by Newco
is determined after setting off the estimated expenses
(including underwriting fees) for the Proposed Scheme of
Arrangement of RM8.0 million.

The Proposed Capital Cancellation of SHB and Proposed Shares
Issue to Special Administrators by SHB do not affect the NTA of
Newco.

Earnings

Barring any unforeseen circumstances, the Proposed Scheme of
Arrangement is expected to be completed by first quarter of the
financial year ending 31 March 2003. Pursuant to the Proposed
Scheme of Arrangement, the results of Newco would depend on the
performance of the NRK Undertaking and the BUEMC Undertaking.
The management of FACB has indicated that the NRK Undertaking
and the BUEMC Undertaking would contribute positively to the
earnings of Newco in the future years.

Gearing

Newco is not expected to have any borrowings prior to its
participation in the Proposed Scheme of Arrangement and the
Proposed Scheme of Arrangement would not result in the creation
of any borrowings in Newco.

However, it is likely that the future management of Newco would
arrange for loan financing for Newco to fund its working capital
requirements after the completion of the Proposed Scheme of
Arrangement.

Dividends

The management of FACB does not expect Newco to pay any
dividends in its initial years of operations. The decision to
declare and pay dividends in the future years would depend on
the performance, cashflow position and future funding
requirements of Newco.

Approvals Required

The Proposed Scheme of Arrangement is conditional upon approvals
being obtained from the following:

(i) the SC, for the Proposed Waiver (if required or applicable)
and the Proposed Scheme of Arrangement;

(ii) the Foreign Investment Committee and Ministry of
International Trade and Industry for the Proposed Scheme of
Arrangement, where applicable;

(iii) the KLSE, for the admission of and the listing of and
quotation for the Newco Shares to be issued pursuant to the
Proposed Scheme of Arrangement and the exercise of the Rights
Warrants on the Official List of the KLSE, the admission of and
the listing of and quotation for the Rights Warrants on the
Official List of the KLSE and the Proposed Transfer of Listing;

(iv) Pengurusan Danaharta Nasional Bhd. on the workout proposal
of SHB pursuant to the Pengurusan Danaharta Nasional Bhd., Act
1998;

(v) the secured creditors of SHB on the workout proposal which
include the Proposed Scheme of Arrangement at a secured
creditors' meeting to be convened;

(vi) the approval of the shareholders of FACB for its
participation in the Proposed Scheme of Arrangement, if
necessary; and

(vii) any other relevant authorities and/or parties.

None of the Directors and substantial shareholders of SHB and
persons connected to Directors and substantial shareholders of
SHB have any interest, direct or indirect, in the Proposed
Scheme of Arrangement.

The Special Administrators understand from the management of
FACB that Newco or its subsidiaries would not enter into any
service contracts with the future Directors of Newco.

The Special Administrators after careful deliberation on the
Proposed Scheme of Arrangement are of the opinion that the
Proposed Scheme of Arrangement is in the best interest of SHB.

CIMB will submit an application in respect of the Proposed
Scheme of Arrangement to the relevant authorities within four
months from the date of this announcement.

CIMB has been appointed as the adviser to SHB for the Proposed
Scheme of Arrangement.


TITAN GROUP: Reaches Loan Deferment Deal With Banks  
---------------------------------------------------
The Titan Group and its creditor banks have reached an agreement
to defer the petrochemical company's outstanding principal
repayment for its US$840-million loan, The Star (Malaysia)
reported last week. The loan will be fully repaid by August
2007, according to this new plan.

The Titan Group, the report continued, will then sign an amended
agreement with creditors, namely, JP Morgan, Maybank
International Ltd, The Bank of Nova Scotia, RHB Bank Ltd, and
Bumiputra-Commerce Bank Ltd.

"The loan restructure was a win-win situation for both the
lenders and Titan Group," said M. Terence Robinson, managing
director of JP Morgan for global chemicals and global investment
banking.

The agreement will give the Titan Group a two-year breather,
until February 25, 2003. When this period lapses, the company
will start repaying the principal per the amended repayment
schedule.


TRONOH MINES: Appoints Receiver, Manager To SUSB
------------------------------------------------
The Board of Directors of Tronoh Mines Malaysia Berhad (TMMB)
announced Lim Tian Huat (NRIC No: 541128-04-5235) of Arthur
Andersen & Co., Level 23A, Menara Milenium, Jalan Damanlela,
Pusat Bandar Damansara, 50490 Kuala Lumpur, was appointed  
Receiver and Manager of SUSB (Company No. 218776-P) on 21 May
2001. The appointment was made under the powers contained in the
debenture dated 7 October, 1994 given to BBMB International Bank
(L) Ltd. (BBMB(L)) now assumed by Danaharta Urus Sdn Bhd
("Danaharta).

The above mentioned debenture was created for following loans
granted to SUSB which were arranged by BBMB(L):

US$ Loan

1. BBMB (L) US$10,000,000
2. Maybank International (L) Ltd US$4,500,000

Total US$14,500,000

Ringgit Loan

1. Bank Bumiputra Malaysia Berhad (BBMB) RM7,500,000
2. Malayan Banking Berhad RM5,000,000

Total RM12,500,000

SUSB is a 50 percent associated company of TMMB. The company was
set up to manufacture ductile iron pipes and commenced its
operations in February 1998. Due to the recent financial crisis
and the technical problems encountered in the production
process, the company was not able to meet its financial
obligations to the secured lenders and defaulted in the
repayment of the loan to the secured lenders in May 1998.

Resulting from this, the portion of BBMB (L) and BBMB loans had
been assumed completely by Danaharta in June 1999. In an effort
to revive the company, SUSB had in July 1999 proposed a debt
restructuring scheme to Danaharta in order to restructure its
debts.

However, with the ongoing financial and operational problems
faced by SUSB, the debt restructuring exercise did not
materialize. As at 31 January 2001, SUSB has an unaudited
deficit in shareholders' fund of RM64.5 million. SUSB ceased
operations on 8 February 2001.

Under a condition of the loan agreement with the financial
institutions, the shareholders of SUSB provided a proportionate
corporate guarantee. The appointment of the Receiver and Manager
is not likely to have any material financial and operational
impact on TMMB Group as adequate provisions had been made
thereon in the Group's account for the year ended 31 January
2001.

Arising from the appointment of the Receiver and Manager, the
powers of management of SUSB are suspended. However, the
statutory duties as a director/secretary to register share
transfers, submit statutory returns and comply with all
government regulations are not affected by the appointment.


=====================
P H I L I P P I N E S
=====================


ATLAS CONSOLIDATED: White Knight Found
--------------------------------------
Atlas Consolidated Mining & Development Corporation (ACMDC),
operator of the largest copper mine in the country, has finally
found local investor Alakor Corporation to resuscitate the
latent listed firm's mining operations in Toledo, Business World
reported Thursday.

Alakor Corporation, a Filipino company owned by Alfredo Ramos
who runs the National Bookstore chain, comes to the rescue
nearly seven years after the Toledo mine was shut down in 1994,
due to the copper price plunge and hefty debts, the newspaper
said.

According to Atlas President Fernando Verde, Alakor settled
Atlas' debts owed to domestic and overseas creditor banks
totaling P1.9 billion, including unpaid interests and penalties.
In turn, Atlas gave Alakor a 41 percent stake in the mining
firm, the newspaper said.

Verde said, "The company will issue shares equivalent to the
total value of the debentures discharged, including interests
and penalties, in accordance with the agreement."

The takeover deal closed, Atlas has terminated all negotiations
it had with other prospective investors interested in
rehabilitating the Toledo copper mine, the report said.


GUOCO HOLDINGS: Books Q1 Loss Of P385-M
---------------------------------------
Guoco Holdings (Philippines) Incorporated sustained a net loss
of P385 million for the first quarter, down 15 percent from the
net loss figures booked in the corresponding period last year,
Business World reported. The reduced net loss was largely due to
lower operating expenditures and the cost impact of the upswing
in the foreign exchange.

Due to the incurred losses, the newspaper said, the company's
balance sheet registered a deficit of P365 million, with only
the company's retail operations at the Tutuban Center bringing
in money for the group, as most of the group's units engaged in
property, beverage and cement were making losses.

Meanwhile, the group's management is mulling over the sale of
assets to generate cash to partially repay debts totaling P1.2
billion. The subsidiary Zeus Holdings Incorporated (ZHI) is
being considered for sale.


NATIONAL BANK: Posts Net Loss Of P5.97-B
----------------------------------------
The beleaguered Philippine National Bank (PNB) booked a net loss
of P5.97 billion for the year 2000, largely attributed to added
loan-loss provisions worth P5 billion, The Philippine Star
reported Friday, citing PNB President and CEO Feliciano Miranda.

However, the newspaper said 2000's reported loss figures dropped
nearly 40 percent from the preceding year's reported loss of
P9.87 billion, due to a fresh capital infusion made in October
last year by major shareholder Lucio Tan. The bank's capital to
liability ratio rose to 11.9 percent in 2000 from 5.8 percent in
1999.

According to Miranda, the marked improvement in the bank's debt
to equity ratio would help bolster the confidence of both
depositors and creditors in the bank's stability, the report
said.

Miranda further said part of the emergency loans worth P25
billion extended by Bangko Sentral ng Pilipinas (Philippine
Central Bank) and Philippine Deposit Insurance Corporation
(PDIC) would be included in the debt-to-equity conversion, as
the government had agreed to rehabilitate PNB.


NATIONAL POWER: Options Seen To Settle Debts
--------------------------------------------
The Philippine government, under the Arroyo administration, is
eyeing the use of revenues generated from commercial operations
of the Malampaya natural gas field in Palawan to partly settle
the financial burden of state-run National Power Corporation
(Napocor), Manila Times reported Friday.

According to Energy Minister Jose Isidro Camacho, the government
is also considering settling stranded costs resulting from the
contracts Napocor has with independent power producers (IPPs)
through the universal levy, the newspaper said.

"But it is still too early to say. We would explore other ways
of which to be able to utilize those revenues earlier when they
are expected to come. There are many mechanisms that we can use.
At the same time, we would also have to review all the legal
implications," Camacho explained, as quoted by Times.

The Malampaya gas is being developed by a consortium headed by
Shell Philippines Exploration BV (Spex), Texaco Phillipines Inc,
and Philippine National Oil Company-Exploration Corporation.
>From the commercial operations of the project the government
expects to generate as much as $9 billion over twenty years, the
newspaper said.

Investments injected into the project have already reached $1.6
billion of the total projected investments of $4.5 billion.
First gas is expected to be drawn out on October 1 this year,
the newspaper said.


URBANCORP INVESTMENTS: Interest Payment Deferment OK'd
------------------------------------------------------
The country's securities watchdog, the Securities and Exchange
Commission (SEC), has approved the proposal of Philippine
Deposit Insurance Corporation (PDIC) to defer payment of
interests on loans and other earning assets of Urbancorp
Investments (UII) incurred during payment suspension period,
Business World reported Friday.  

The proposal was part of the progress report filed by UII
Interim Receiver Cora dela Paz, which was approved by the SEC.

The SEC cited that "nothing [is] legally objectionable in the
report made by the interim receiver", including PDIC's proposal,
and that to maintain equal and fair treatment to all creditors,
including those of parent Urban Bank, interest payments should
be deferred unless the rehabilitation plan is completed, the
newspaper said.

The rehabilitation plan is jointly proposed by Export and
Industry Bank, and the National Association of Urban Bank and
UII Depositors and Creditors (Naud).  


=================
S I N G A P O R E
=================


OSPREY MARITIME: Bids To Dispose Of LNG Operations
--------------------------------------------------
The Board of Directors of Osprey Maritime Ltd (Osprey) announces
a proposed disposal by Osprey of its LNG operations to a wholly-
owned subsidiary, Golar LNG Ltd (Purchaser).

Proposed Disposal

Purchase Agreement.

Osprey, on 21 May 2001, entered into a purchase agreement with
the Purchaser, a wholly-owned subsidiary of Osprey. Under the
Purchase Agreement, Osprey will sell and transfer to the
Purchaser or its subsidiary:

* all of its shares in Gotaas-Larsen Shipping Corporation, Oxbow
Holding Inc. and Golar Gas Cyrogenics Inc (the LNG Companies)
and Osprey Maritime Management Limited (Osprey Management) free
of all encumbrances. The LNG Companies are the holding companies
of Osprey's LNG carriers (Golar Mazo, Golar Spirit, Golar
Freeze, Hilli, Khannur and Gimi) and related LNG-assets and
operations;

* all of its claims for money against the LNG Companies and
Osprey Management and the subsidiaries of each of the LNG
Companies and Osprey Management free of all encumbrances; and

* all of its rights under a newbuilding contract with Daewoo
Shipbuilding and Engineering Corporation Ltd for the
construction of a new 138 cbm3 LNG carrier and an option to
order one further LNG carrier. The first installment payment
under the Newbuilding Contract is due in early June 2001. If the
due date falls before Closing, the Purchaser or its subsidiary
will advance an interest-free loan to Osprey to pay for the
installment.

Alternative Security. Under the Purchase Agreement, Osprey is
required to deliver the LNG operations free of all encumbrances,
except in connection with Golar Mazo. For this purpose, Osprey
will, prior to Closing and in co-operation with the Purchaser
arrange for alternative security for the existing loans secured
by the assets of Osprey.

Purchase Price. The purchase price for the LNG operations has
been negotiated and agreed upon by the parties on a willing-
buyer, willing-seller basis. The Purchase Price is based on the
debt free value of the LNG Carriers of US$635,000,000 included
in the Disposal, which is within the range of Osprey's own
valuation thereof and which has been confirmed by external
advisers. The Purchase Price will be paid by the Purchaser seven
business days after closing of the Disposal. The Purchase Price
will be the sum of:

*US$635,000,000 less the outstanding principal of the loan
secured against the Golar Mazo as of 31 May 2001 plus
US$2,500,000;
* the book value of the equity in each of the LNG Companies as
of 31 May 2001 exclusive of the LNG carriers and their financing
but adjusted for the market value of an office lease in London;
and

* the first installment payment under the Newbuilding Contract.

Assumption of Liabilities. The Purchaser will, as soon as
reasonably practicable after Closing, procure the discharge of
Osprey from all its liabilities and obligations (actual or
contingent) in connection with the LNG operations (including,
without limitation, the liabilities and obligations of Osprey
under or in connection with the Newbuilding Contract or any
guarantees, indemnities or securities made by Osprey for the
benefit of the LNG operations).

Closing. Closing of the Disposal shall take place on 31st May,
2001 or such subsequent business day in Singapore, Oslo and New
York prior to 15th June, 2001 as the Purchaser shall nominate to
Osprey.

Rationale for Disposal

WSL Reorganisation. The Disposal is undertaken by Osprey in line
with the proposal by World Shipholding Ltd (WSL), Osprey's
controlling shareholder, to reorganise and consolidate all of
its LNG interests, under Osprey and elsewhere, into the
Purchaser with a view to a possible flotation of the Purchaser
in Norway and the United States or such other means of
strengthening the capital base of the LNG operations.

Benefits to Osprey. The Disposal gives Osprey the opportunity to
restructure its LNG assets and to repay its existing debt. After
Closing, the Directors would review the on-going business of the
Osprey group of companies (the Group).

Financial Effects

There will be no material financial impact of the Disposal on
the issued and paid-up share capital of Osprey and on the net
tangible assets, net gearing ratio and earnings per share of the
Group.

Interests of Directors and Substantial Shareholders

Interests of Directors and Substantial Shareholders. None of the
Directors or substantial shareholders has any interest, direct
or indirect, in the Disposal, other than through their
shareholdings in Osprey.

The Purchaser

The Purchaser is a company incorporated under the laws of
Bermuda and is a wholly-owned subsidiary of Osprey as at the
date hereof. Following the Disposal, Osprey is also considering
increasing the capitalization of the Purchaser as part of the
review of the on-going business of the Group.


VICKERS BALLAS: Requests Trading Suspension Be Lifted
-----------------------------------------------------
The Board of Directors of Vickers Ballas Holdings Limited has
filed a request for a lifting of the suspension in trading of
the Company's shares with effect from 9.00 a.m. Friday 25 May
2001.

Scheme of Arrangement involving the Acquisition of Vickers
Ballas Shares by DBS Bank

With reference to the announcement made on 23 May 2001, the
Board of Directors of the Company wishes to inform that the
Company is in intensive negotiations with the third party
entity.

The negotiations relate to the transfer of the assets,
liabilities, agreements, employees of the Structured Finance
Business (together with all economic rights and obligations
accruing on or after 1 January 2001) from the VBH Group to the
third party entity.

Although certain broad terms and principles of the transfer have
been agreed and draft agreements exchanged, the parties are
still in the process of negotiating the details and other terms
of the transfer.

The Company is working hard towards an agreement on all the
terms and details of the transfer which form the subject matter
of the condition precedent for the Scheme set out at item (6) on
page 11 of the Scheme Document dated 6 April 2001 to
shareholders, within the shortest possible time frame.

Save for item (6), all other conditions precedent as stated on
pages 10 and 11 of the Scheme Document have been fulfilled or
otherwise waived by the Company and DBS Bank.

As earlier announced, the last day for trading of the Shares,
the Books Closure Date for the Scheme, the Effective Date of the
Scheme and the date of delisting will be deferred to a later
date(s) to be announced. Shareholders should note that upon
resumption of trading on 25 May 2001, Shares traded on or after
25 May 2001 will exclude the entitlement to the VC shares and
the dividends.

The Company will make prompt and timely announcements of further
developments concerning the fulfillment of the abovesaid
condition precedent in due course.


===============
T H A I L A N D
===============


B GRIMM ENG'G: Bankruptcy Suit Begins, Hearing June 8
-----------------------------------------------------
Financially troubled B. Grimm Engineering Systems Public Company
Limited, which is currently listed under the `Rehabco' category,
is facing a bankruptcy suit filed with the Central Bankruptcy
Court Tuesday last week by Phayathai AMC, Bangkok Post reported.
First hearing of the case has been scheduled on June 8.

Phayathai claimed B. Grimm has refused to pay Bt8.56 million in
principal and interest accrued when the company issued a
promissory note worth Bt6 million to Thai Military Bank on July
20, 1998.


CHIANGMAI INDUSTRY: Facing Bankruptcy Suit
------------------------------------------
K.C. Chiangmai Industry Company, and two of its loan guarantors,
namely Malee Sampran Plc and Ong-ard Kittikhunchai, are facing a
bankruptcy suit at the Central Bankruptcy Court filed by
National Finance Plc Tuesday last week, Bangkok Post reported
late last week. The case will be heard before the court on June
8.

National Finance is claiming against Chiangmai Industry and its
two guarantors a total Bt38.8 million, including the principal
of Bt20 million and annual interest of 15.75 percent, Post said.
The loan was extended to Chiangmai Industry in return for the
company's promissory note dated August 17, 1995.


REGIONAL CONTAINER: Sinks Into Red
----------------------------------
Thailand's Regional Container Lines has reported a first-quarter
net loss of Bt98 million largely due to foreign exchange loss of
Bt365 million. Net profit before the foreign exchange loss was
Bt268 million. Turnover rose 28 percent to Bt3.5 billion.


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

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