/raid1/www/Hosts/bankrupt/TCRAP_Public/010620.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Wednesday, June 20, 2001, Vol. 4, No. 120
Headlines
A U S T R A L I A
ALPHA HEALTHCARE: Ramsay Raises Substantial Holding
AUSTRIM NYLEX: Stokes Changes Relevant Interest
BURNS, PHILP: Board Recommends Approval of Rights Issue
BURNS, PHILP: EGM Approves Issue Of CP Shares
BURNS, PHILP: S&P Gives Credit Rating `B+'
GIO: Suncorp Metway Seeks To Raise $550M
HIH INSURANCE: Collapse Affects Cellnet
ONE.TEL LIMITED: Cellnet Comments On Collapse
PASMINCO LIMITED: Open Briefing On Century Mine
STRAITS RESOURCES: Announces Non-Renounceable Rights Issue
C H I N A & H O N G K O N G
AMSMART CATERING: Hearing of Winding Up Petition Set
AMSONIC LIMITED: Petition To Wind Up
BEIJING LIGHT: Gets Six Months' Reprieve
CANADIAN CHARAGRAPHIC: Winding Up Petition Hearing Slated
CHUNG FAT: Winding Up Petition Hearing Set
CLIMAX INT'L: AGM Set For July 31
CLIMAX INT'L: Posts Net Loss Of HK$32.766M For FY2001
HONKO INT'L: Completes Restructuring Of HK$91.6-M Debt
SHENZHEN ZHONGHAO: Gets Delisting Reprieve
XINJIANG BAIHUACUN: Delisting Possible
I N D O N E S I A
CITRA MARGA: Foreign Debt Restructuring Completion Nears
J A P A N
CRAYFISH COMPANY: Voting Injunction Filed By Former Prez
CRAYFISH COMPANY: Stockholders Meeting Set For Wednesday
SEGA CORP: Takakura Named ISAO CEO
K O R E A
DAEHAN FIRE: Four Firms Voice Interest In Acquisition
DAEWOO ENGINEERING: Debt-For-Equity Swap Set
DAEWOO MOTOR: GM's Cut-Rate Offer
HYUNDAI ENGINEERING: Bailout To Ease Cash Constraints
KOREA LIFE: Six Firms Bid To Take Over
KUKJE HWAJE: Two Firms Interested To Take Over
M A L A Y S I A
AUTOWAYS HOLDINGS: Autoways Const. Defense Filing Pending
BERJAYA GROUP: Chairman Changes Substantial Holding
LAND & GENERAL: Served Notice Of Demand For Debt Payment
RAHMAN HYDRAULIC: Served Writ Of Summons
TECHNO ASIA: Submits May Report To KLSE
P H I L I P P I N E S
NATIONAL STEEL: Three Firms Tender Lease Bids
UNIWIDE GROUP: Land Bank Calls For Dissolution, Liquid'n
S I N G A P O R E
ASIA PULP: S&P Cut Ratings To `Default'
T H A I L A N D
CARNAUDMETALBOX: EGM Set For Today
CARNAUDMETALBOX: Explains Delisting Move
ROBINSON DEPARTMENT: Posts Info On Connected Transaction
ROBINSON DEPARTMENT: Reports Capital Increase
MODERN PLASTIC: Sale Of Core Assets Scheduled
- - - - - - - -
=================
A U S T R A L I A
=================
ALPHA HEALTHCARE: Ramsay Raises Substantial Holding
---------------------------------------------------
Ramsay Centauri Pty Ltd increased its relevant interest in Alpha
Healthcare Limited on 18 June 2001, from 37,385,837 ordinary
shares or 82.9 percent to 37,888,133 ordinary shares or 84
percent.
AUSTRIM NYLEX: Stokes Changes Relevant Interest
-----------------------------------------------
Kerry Matthew Stokes changed his relevant interest in Austrim
Nylex Limited on 18 June 01 as follows:
PREVIOUS NOTICE PRESENT NOTICE
SUBSTANTIAL CLASS OF PERSON'S VOTING PERSON'S VOTING
SHAREHOLDER SECURITIES(4) VOTES POWER(5) VOTES
POWER(5)
Australian
Capital Equity
Pty Ltd* Ordinary 30,195,700 12.62% 37,130,627 15.22%
Clabon
Pty Ltd Ordinary 30,195,700 12.62% 36,854,914 15.11%
Stokes Ordinary 28,902,098 12.07% 35,422,313 14.52%
Garden Park
Equities
Pty Ltd Ordinary 18,527,507 7.74% 22,421,507 9.19%
Binalong Pty
Ltd Ordinary 10,513,791 4.39% 13,528,006 5.55%
Garden Park
Pty Ltd* Ordinary 18,562,508 7.75% 22,476,508 9.21%
* Includes Stokes and Garden Park Equities.
BURNS, PHILP: Board Recommends Approval of Rights Issue
-------------------------------------------------------
Burns, Philp & Company, Limited Chairman A McGregor gave a
report to the company's shareholders at the extraordinary
general meeting the board of directors' recommendation. His
speech was as follows:
"This meeting has been called to approve the issue of Converting
Preference Shares in a $107 million rights issue to all
shareholders, optionholders, 7.5 percent Noteholders and Estate
Noteholders, and the issue of $133 million Converting Preference
Shares as part consideration for a buy-back offer of the
approximately $266 million outstanding 7.5 percent notes.
"Without the approval of shareholders to the five resolutions to
be put to you today, the issue of Converting Preference Shares
in the Rights Issue and Notes Buy-Back cannot proceed and
neither can the Company's proposed bank refinancing, schedule
for August this year.
"I will outline for you this morning the history of how the
Board has come to recommend shareholders approve these
resolutions at this meeting.
"Background
"As at the end of May 2001, your Company had total net debt of
approximately $1.083 billion. This debt consisted of
approximately $619 million of net senior debt, repayable in
August this year as well as $266 million of 7.5 percent Notes
repayable in August 2003 and $198 million of euroconvertible
bonds, repayable in April 2004.
"With the senior debt due to be repaid in August this year, the
Directors spent considerable time investigating how best to
refinance the Group's borrowings.
"The Board's objectives in obtaining a refinancing were:
"* Firstly, to ensure certainty of refinancing while at the same
time minimizing costs as far as reasonably possible;
"* Secondly, to increase shareholder value by providing the
Company with the flexibility to pursue growth opportunities and
acquisitions in its core yeast and bakery ingredients operations
in the future.
Issues
"While exploring how to refinance the senior bank borrowings
with various prospective lenders, the Directors identified two
key issues:
"1. The Company's total debt is high when compared to its
equity. Lenders to companies with similar gearing levels require
high margins and impose very restrictive conditions and
covenants on the borrower's operations;
"2. The 7.5 percent Notes mature in August 2003. This is secured
debt but ranks behind the senior debt. Given the relatively
short period before this debt matures, prospective lenders were
reluctant to advance money past this date, as the junior debt
would be repaid ahead of the senior debt. The possible need to
repay the 7.5 percent Notes was identified last year when the
Company changed the terms of the 7.5 percent Notes to allow
their early redemption.
"From the Company's discussions with lenders early this year, it
was clear that to achieve these objectives the Company's total
debt needed to be reduced, equity increased and a portion of the
junior debt repaid early. Without these changes the refinancing
terms available would be expensive and unduly restrictive and
would inhibit growth and expansion opportunities that may well
arise for the Company in the future.
"The Directors also considered it appropriate to further
strengthen the balance sheet by raising additional equity to
allow the Company to pursue future growth opportunities. The
Directors concluded that the amount of new equity capital
required was $240 million. At the time, this was equivalent to
over 75 percent of the market capitalization of the Company
(excluding the options) and over 35 percent including the
options.
"The Board engaged Credit Suisse First Boston to advise on the
most appropriate means to raise the additional equity. After
reviewing a range of options, which I will discuss in a moment,
the Board decided to proceed with the current proposal.
"Based on advice from CSFB, the Board took the view that the
Noteholders offered a source of capital in a market that was
unlikely to have sufficient appetite for an equity issue of $240
million by the Company. On that basis, the Board had to make a
judgment as to how Noteholders might be induced to give up their
secured position as Noteholders and their interest income for
the next two years.
"Even with the Noteholders as a source of capital, the issue of
$240 million of equity by the Company represents a large issue
by any measure. To maximize the issue price of the new equity,
and reduce the dilution to existing shareholders and
optionholders, the decision was taken to issue Converting
Preference Shares.
"The Converting Preference Shares rank as equity and unlike the
Notes cannot be repaid. The dividends payable provide an
inducement for the secured Noteholders to exchange a portion of
their holding for equity and give up their existing interest
payments for the next tow years.
"In addition, the rights issue to shareholders, optionholders
and Noteholders provides additional capital and further
strengthens the Company's balance sheet. In extending the
capital raising to shareholders and optionholders, the Board
recognised that some shareholders and optionholders may not wish
to take up their rights.
"In setting the issue price at 30 cents, the Board believed that
these shareholders and optionholders would have the opportunity
to realize value through a sale of the rights in the stock
market if they chose to do so.
"After due consideration, the Board determined that the most
suitable alternative available was the proposal that is before
you for approval today. The Board believed it was crucial to the
success of the refinancing to obtain certainty and so appointed
CSFB as the underwriter to the equity issue. To do this, it was
essential that the Company's major shareholder, Rank Group,
supported the proposal.
"While the decision to retire the Notes by offering the
Noteholders equity in the Company is dilutive to existing
shareholders, it represents the best option available to the
Company to achieve its objectives.
"One result of the structure adopted for the capital raising is
that the interest of the major shareholder, Rank Group, is
increased from approximately 54 percent to approximately 57
percent, should it take up all of its entitlement under the
rights issue and accept the Buy-Back for all of its holding of
Notes.
"This is a result of Rank Group's significant holding of
approximately 74 percent of the Notes on issue. In the Board's
view, the subscription by Rank group for the Converting
Preference Shares through an exchange of its Notes and its
participation in the Rights Issue is a strong endorsement of
management's strategy for the Company.
"The issue of the transfer of value that has been referred to in
some press articles was thoroughly considered by the Board.
Based on current market prices the amount involved was not
considered a significant issue to the Company having regard to
the overall size of the capital raising.
"Indeed, certain other alternatives that have been suggested by
some commentators would have resulted in a larger transfer of
value or higher cost to the Company to the detriment of the
shareholders and optionholders.
"In the light of some improvement in equity market conditions
subsequent to the Boards decision to recommend the current
proposal, some shareholders have expressed the view that there
were other capital alternatives for the Company which might be
viewed as more appropriate.
"Each of the alternatives were considered in some detail before
the decision was made to recommend the current $240 million
equity proposal.
"The alternatives considered by the Directors included:
"* Refinancing the senior debt on a 2-year basis, to eliminate
the need to repay the Notes early. This was seen as a highly
undesirable alternative, as it would be an extremely inefficient
capital structure, would not allow the Company to pursue growth
opportunities and would be viewed unfavorably by the markets. It
is difficult for management to take long-term decisions
regarding shareholder value if the Company is constrained by
short term financing.
"* A rights issue for $240 million. In the equity markets at the
time, this alternative was seen as having little chance of
success and difficult to underwrite, given the scale of such an
issue compared to the existing equity in the Company. In
addition, recent rights issues conducted in the Australian
market had required deep discounts, parent/major shareholder
support and had generally not been underwritten. Without
underwriting the Company would have been exposed to considerable
uncertainty and risk.
"* A placement to non shareholders for $240 million. Once again,
given the Company's profile and the market conditions at the
time, this was also seen as being unlikely to succeed. In
particular, the lack of developed institutional shareholder base
on the Company's register would also have required a large
discount to the market price of shares and resulted in
additional dilution to ordinary shareholders than any other
possibility.
"* The sale of non core assets has also been considered. The
North American herbs and spice business and the Australian bulk
storage business are high quality and provide good returns.
Neither, if offered for sale at this time, are likely to provide
returns which reflect their inherent value of the businesses.
"Having any refinancing, dependent on asset sales such as these
businesses would place prospective purchasers in a superior
negotiating position and would be unlikely to yield optimum
prices for the assets. Therefore, the sale of these assets at
this time was not considered either practical or in the best
long-term interests of shareholders.
"Looking forward, you will be aware that the Company has
published estimates of this and next year's results based on
carrying out the proposals before today's meeting. You will see
from these estimates that the Board believes we will see a
substantial improvement in the results in the coming year. The
principal reasons for this are:
"1. The reduction in total debt of approximately $200 million if
the proposed equity raising proceeds;
"2. Cost reduction initiatives in North America and Argentina;
"3. Recent price increases in North America;
"4. Additional dry yeast sales as a result of the new capacity
in
Portugal; and
"5. Continued volume growth in South East Asia.
"Most of these initiatives have been implemented and the
benefits are now being realized.
"The Company forecasts the net profit to increase from $85
million in the 2001 financial year to $120 million in the 2002
financial year. This increase can only be fully achieved if the
equity raising on the terms before you today is approved.
"In addition, the Company intends to further pursue growth
opportunities in its key yeast and bakery ingredients operation.
We anticipate there are likely to be opportunities in this area
and the Company wishes to be in a position to pursue them
without the need for further external financing.
"I therefore strongly encourage you to vote in favor of all of
the resolutions."
BURNS, PHILP: EGM Approves Issue Of CP Shares
---------------------------------------------
At the Extraordinary General Meeting of Burns, Philp & Company
Limited Friday, 15 June 2001, the company's shareholders passed
the following:
1. Resolution 1: Ordinary resolution to approve the
conditionality of resolutions
The resolution was passed as an ordinary resolution on a show of
hands.
The total number of proxy votes exercisable by all proxies
validly appointed in respect of the resolution was 285,636,775
made up as follows:
* for the resolution 231,963,157 votes
* against the resolution 37,559,898 votes
* abstain 367,652 votes
* discretionary 15,746,068 votes
Total: 285,636,775 votes
2. Resolution 2: Special resolution to approve the terms of
issue of converting preference shares (CP Shares)
The resolution was passed as a special resolution on a show of
hands.
The total number of proxy votes exercisable by all proxies
validly appointed in respect of the resolution was 285,636,775
made up as follows:
* for the resolution 231,835,808 votes
* against the resolution 37,715,537 votes
* abstain 306,616 votes
* discretionary 15,778,814 votes
Total: 285,636,775 votes
3. Resolution 3: Ordinary resolution to approve the issue of CP
Shares to certain directors and other entities as related
parties (ASX Listing Rule 10.11)
The resolution was passed as an ordinary resolution on a show of
hands. The total number of proxy votes exercisable by all
proxies validly appointed in respect of the resolution was
178,281,785 made up as follows:
* for the resolution 123,750,149 votes
* against the resolution 38,398,533 votes
* abstain 317,089 votes
* discretionary 15,816,014 votes
Total: 178,281,785 votes
4. Resolution 4: Ordinary resolution to approve the issue of CP
Shares to certain noteholders and to the underwriters (ASX
Listing Rule 7.1)
The resolution was passed as an ordinary resolution on a show of
hands.
The total number of proxy votes exercisable by all proxies
validly appointed in respect of the resolution was 258,113,537
made up as follows:
* for the resolution 185,263,191 votes
* against the resolution 32,517,375 votes
* abstain 28,637,055 votes
* discretionary 11,695,916 votes
Total: 258,113,537 votes
Resolution 5: Ordinary resolution to approve the giving of a
financial benefit to directors and other entities as related
parties (Chapter 2E Corporations Law)
The resolution was passed as an ordinary resolution on a show of
hands.
The total number of proxy votes exercisable by all proxies
validly appointed in respect of the resolution was 173,289,527
made up as follows:
* for the resolution 123,204,126 votes
* against the resolution 33,704,704 votes
* abstain 459,061 votes
* discretionary 15,921,636 votes
Total: 173,289,527 votes
The Rights Issue and Notes Buy-Back will now proceed as
described in the Notice of Extraordinary General Meeting and
Explanatory Memorandum issued by the Company and dated 16 May
2001.
BURNS, PHILP: S&P Gives Credit Rating `B+'
------------------------------------------
Standard & Poor's 'B+' corporate credit rating on Burns, Philp &
Co Ltd, and the ratings on guaranteed debt issues (see list
below), remain on CreditWatch with positive implications, where
they were placed on May 9, 2001.
Resolution of the Creditwatch will follow final completion of
the recapitalization involving a five-year term bank facility;
and a A$240 million converting preference share issue, which was
approved by shareholders at the company's extraordinary general
meeting on June 15, 2001.
The planned refinancing should improve Burns Philp's financial
flexibility by lengthening its debt maturity profile.
At the end of May 2001, Burns Philp had total net debt of about
A$1.08 billion, including about A$619 million of net senior
debt, and two tranches of subordinated debt, being A$266 million
of 7.5 percent notes and A$195 million of euroconvertible bonds.
The converting share issue will consist of a A$107 million
renounceable rights issue of converting preference shares and a
simultaneous offer to buy back the outstanding notes at their
face value of A$266 million.
The consideration for the buy-back will be A$133 million cash
and A$133 million in the form of converting preference shares.
Burns Philp also will raise A$900 million through a new five-
year term bank facility.
The ratings on Burns, Philip & Co Ltd reflect its current weak
financial profile, with high debt levels resulting from largely
unsuccessful acquisitions in the past decade.
However, the stabilization of earnings performance from core
units, and lengthening debt maturities, are offsetting factors.
Resolution of the CreditWatch will follow finalization of the
refinancing and a review of the company's capital structure at
June 30, 2001.
Key issues will include the successful completion of all
refinancing and an analysis of the mount of debt reduction
achieved from the conversion of notes and the application of
free cash flow in fiscal 2001, as well as demonstrated
improvement in operational performance in fiscal 2001 and
expected further improvement in fiscal 2002. On resolution of
the CreditWatch, Burns Philp's rating could either be raised to
`BB-` with a stable outlook, or affirmed at `B+' with a positive
outlook.
Rating
Burns, Philp & Co Ltd
Corporate credit rating B+
Burns Philp Inc
US$110 million secured notes due 2001 B+
(Gtd: Burns, Philp & Co Ltd)
US$120 million secured notes due 2001 B+
(Gtd: Burns Philp & Co Ltd)
Burns Philp Treasury (Europe) BV
US$100 million subordinated bonds due 2004 B-
(Gtd: Burns, Philp & Co Ltd)
Contact: Brenda Wardlaw, Melbourne (61) 3-9631-2074.
GIO: Suncorp Metway Seeks To Raise $550M
----------------------------------------
Suncorp Metway and AMP have agreed to a transaction that will
make Suncorp Metway the second largest general insurance company
in Australia.
Suncorp Metway is buying the Australian GIO general insurance
business of AMP for $1.24 billion.
Suncorp Metway And AMP Business Cooperation
Combining the general insurance business of Suncorp Metway and
GIO will produce a strong profitable general insurer able to
satisfy a broad range of customer needs and produce attractive
shareholder returns. To support this initiative AMP will:
* invest $250 million in new Suncorp Metway ordinary shares;
* exclusively distribute Suncorp Metway general insurance
products to its Australian customer base; and
* acquire 15.15 million cash settled options over Suncorp Metway
shares, exercisable at $16.38 per share, between three and five
years after the date of issue.
As a significant shareholder and optionholder, AMP will
participate in the substantial benefits that will flow to
Suncorp Metway shareholders in this transaction. In addition,
Suncorp Metway is discussing with AMP opportunities for
distributing a select range of AMP investment products to its
customers.
Scope Of Business Acquired
The business being acquired includes the operations of the
former AMP Fire and General Company.
Excluded from the acquisition are the GIO Re-insurance business,
GIO Australia Holdings Limited (the former listed company which
is involved in class action litigation) and GIO's run-off-book
of its former large scale Commercial and Special Risks Insurance
Business.
Size of Business Being Created
Suncorp Metway's general insurance business will have a combined
annual premium income of approximately $2 billion, making it the
equal second largest general insurer in Australia, with strong
market shares in Queensland, NSW, Victoria and South Australia.
It will instantly gain a significant interstate distribution
platform to pursue its Allfinanz strategy.
"Strategically, this combination creates a large, strong general
insurance business and an excellent platform for Suncorp Metway
to grow nationwide," said CEO Steve Jones.
"In financial terms, it delivers value to shareholders in both
the near term and long run. Overall, we believe it's a great
deal for our shareholders, our customers and the customers of
GIO," he added.
Chairman John Lamble said the combination of the two companies
would be very successful.
"We have completed a thorough analysis of the business we are
acquiring and have had the benefit of being able to make
detailed assessments of the quality of the insurance book and
the on-going value of the company. We are confident that this is
a high quality acquisition which will greatly increase the
competitive position of Suncorp Metway and produce good returns
for shareholders," he said.
"The merger will transform Suncorp Metway into a truly national
company. It provides a good strategic fit with our existing
businesses, and will deliver significant economies of scale,"
said Lamble.
RACQ AND RAA Joint Ventures
AMP owns 50 percent shareholdings in successful growing General
Insurance Joint Ventures in both Queensland and South Australia.
The other 50 percent is owned by the RACQ and RAA (SA) motoring
associations respectively.
Suncorp Metway will buy the AMP shareholdings in these Joint
Ventures subject to its own due diligence and approval from
RACQ, RAA and regulatory authorities. Suncorp Metway believes it
can provide RACQ and RAA with an unsurpassed level of business
support to advance these businesses to the benefit of RACQ, RAA
and their members.
Financial Impact
The purchase meets Suncorp Metway's stringent acquisition
criteria, and will increase cash earnings per share after the
first year following settlement. Annual synergies obtainable
through the acquisition are estimated to exceed $80 million by
the third year.
Further, the acquisition positions Suncorp Metway to grow
revenues across Australia in all its lines of business.
Funding
The acquisition will be funded by a combination of equity, debt
and internal resources.
The key elements of the funding package are as follows:
$ Million
Placement of ordinary shares to AMP 250
Placement of ordinary shares to other institutions 550
Hybrid equity 200
Subordinated Debt Issue (includes $125 million to AMP) 250
Total Funding 1250
The joint venture acquisition and integration costs will be
funded from internal resources.
Trading in Suncorp Metway shares has been halted today pending
completion of the institutional placement, which will be filled
through a book-build process co-ordinated by Salomon Smith
Barney and underwritten by Salomon Smith Barney, Merrill Lynch
and JBWere.
Salomon Smith Barney will also lead manage the hybrid equity
issue, details of which will be announced shortly.
The ordinary shares to be acquired by AMP will be issued at
completion of the acquisition at the institutional placement
price.
However, AMP has the right to subscribe earlier and receive the
2001 final dividend and pay interest on the subscription amount
from the date of completion of the institutional placement to
the date AMP subscribes for the shares.
Following completion of the deal in September, Suncorp Metway
will have some 510 million shares on issue.
Post Acquisition Profile
The conservative funding structure ensures the combined company
will continue to be very well capitalized and secure.
"We are one of the most prudently reserved general insurance
companies in Australia and we are committed to maintaining a
strong financial position that safeguards the interests of our
customers and shareholders. This acquisition grows the company
strongly while the funding structure retains our conservative
financial position," said Jones.
Following the acquisition, Suncorp Metway's General Insurance
subsidiary will have capital available for solvency purposes of
close to $1 billion, which will be approximately 1.3 times the
more rigorous minimum capital requirements APRA is proposing and
2.4 times the current APRA minimum.
Suncorp Metway's bank holding company maintains a total capital
adequacy ratio of 10.5 percent of risk weighted assets, which is
well in excess of APRA minimum requirements.
The acquisition has been reviewed by ratings agencies, who are
satisfied that the company's strong credit ratings will
continue, and have acknowledged the longer term benefits flowing
from diversification.
Geographic And Business Diversification And Market Shares
The merged company will have a total of more than 3 million
customers spread across Australia.
The following chart sets out the premium revenue of AMP/GIO,
Suncorp Metway and the combined businesses.
GWP (FULL YEAR 2000, A$M) AMP GIO SMIL
COMBINED
Home 288 119
407
Domestic Motor 328 165
493
CTP 85 343
428
Commercial Lines 248 140
388
Workers Comp (underwritten) 141 0
141
Total premium 1090 766
1856
FEE INCOME
Workers Comp 74 0
74
Self Insurance 34 0
34
Total fee income 108 0
108
Total revenue 1198 766
1964
Based on this level of premium revenue, Suncorp Metway would
rank equal second in the Australian general insurance industry,
with strong market shares.
The level of diversification within the general insurance
division also will increase through the relative increase in
personal lines and commercial insurance compared with CTP, and
the addition of workers compensation to the business mix.
Geographical diversification also will improve dramatically.
Following the merger, approximately 60% of Suncorp Metway
general insurance premium will be sourced outside of Queensland,
with 34 percent in NSW and 26 percent in other states.
Suncorp Metway therefore will emerge with a significantly more
diversified business profile, both geographically, and in terms
of the various business streams in which it operates.
Distribution
The acquisition also delivers Suncorp Metway an extensive
distribution network throughout Australia, including 43
branches, primarily in NSW, but also in Victoria, Western
Australia and Tasmania. The branch network and GIO's other
distribution channels will be important avenues for Suncorp
Metway to exploit its Allfinanz strategy outside of Queensland.
It substantially increases the group's platform for supplying
banking and life insurance products to its customers.
As stated earlier an important facet of the acquisition is an
agreement with AMP that Suncorp Metway will be the supplier of
General Insurance products for the AMP's customers. The two
companies also have undertaken to discuss opportunities for
Suncorp Metway to distribute certain AMP investment products.
Customer Benefits
The new merged general insurance company will have a very strong
financial position, providing security for all policyholders.
For the majority of customers, there will be no obvious impact
of the merger. It will be business as usual, without
interruption to services. The GIO brand name will be retained
and premium rates will remain competitive and in line with
claims experience.
The full range of Suncorp Metway financial services products
will be made available to GIO customers in due course.
Management
Daniel Wilkie, currently the group's Chief Financial Officer,
will become Group General Manager, General Insurance,
responsible for all of Suncorp Metway's General Insurance
operations, including those acquired from AMP. Daniel has
outstanding experience in General Insurance, having spent many
years in senior roles with NRMA.
The group's new CFO will be Chris Skilton. Chris was recently
Westpac's Deputy Chief Financial Officer and a member of the
Westpac Group Executive.
Peter Johnstone, currently Group General Manager - Operations
and IT, becomes Group General Manager Operations and
Integration, with responsibility for the integration of the GIO
general insurance businesses.
His responsibilities in the area of Information Technology will
be taken up by Carmel Gray, who becomes Group General Manager
IT, responsible for the entire Group's IT activities.
Staff
The acquisition brings certainty to the staff of AMP's
Australian general insurance operations. The speculation which
has surrounded the ownership of GIO now has been resolved. Staff
can feel reassured to be part of a company which has general
insurance as a key part of its focus going forward.
Timetable and Approvals
The acquisition is scheduled for completion on September 30 and
requires regulatory consent.
The purchase of the AMP/GIO interest in the joint venture
operations in Queensland and South Australia requires the
approval of the RACQ in Queensland and RAA in South Australia,
as well as regulatory approvals.
Advisors
Suncorp Metway has been advised by Corrs Chambers Westgarth and
Salomon Smith Barney.
HIH INSURANCE: Collapse Affects Cellnet
---------------------------------------
Commenting on the collapse of HIH, Mel Brookman, the managing
director of Cellnet Telecommunications Group Limited, said
Cellnet had been affected by a single material debt.
"At Cellnet, we safeguard against any potential losses by
insuring our debtors' ledger. Previously, we had debt insured
with HIH and, as a result of the collapse, Cellnet has suffered
a material loss of $513,000 on a claim that was in progress with
HIH."
"Since the collapse of HIH, we have reinsured all debt with
another insurer," Brookman said.
Brookman said after consideration of the impact of both OneTel
and HIH, Cellnet is still on track to achieve a solid increase
on last years EBIT result.
Cellnet distributes leading brands of mobile phones and
accessories including Motorola, Ericsson, Kyocera, Siemens and
Sony, together with its own range of Cellnet branded
accessories.
Cellnet also distributes computer accessories and office
equipment through its subsidiary IT Wholesale, distributing
products for IBM, Panasonic, Acer, Kyocera, Lexmark, Oki,
Brother, Hypertec, Netcomm, Dynalink and Sony.
ONE.TEL LIMITED: Cellnet Comments On Collapse
---------------------------------------------
Leading distributor of telecommunications and information
technology products, Cellnet Telecommunications Group Limited,
yesterday announced the collapse of OneTel had not significantly
impacted its business and was still on track to better last
year's EBIT result for the full year.
Cellnet Managing Director Mel Brookman said OneTel had less than
$142,000 directly indebted to Cellnet and the company was
insured for 82 percent of this amount.
"On an indirect basis, we have accounts with several dealers who
connect to the OneTel network. However, we have had discussions
with these dealers and are confident there will be no material
impact to our business as these dealers move forward and sign up
with new carriers," Brookman said.
Brookman said although Cellnet operated within the
telecommunications industry, its core business was distribution
and logistics, distributing handsets and accessories for leading
manufacturers such as Ericsson and Motorola.
"Cellnet's market share is spread across the entire
telecommunications industry with our largest customer accounting
for less than 10 percent of our sales. Any loss of business with
an individual carrier is usually picked up by one of the
others," Brookman said.
"We distribute product to a diverse client base in the
telecommunications sector including traditional retailers and
dealers, mobile phone specialists and all four Australian
carriers (Telstra, Optus, Vodafone and Orange)."
"This diversity, together with our recent expansion into the
distribution of information technology products and our trade
debtor insurance, has protected us from company collapses such
as OneTel."
PASMINCO LIMITED: Open Briefing On Century Mine
-----------------------------------------------
The following is the open briefing on Century Mine between
Pasminco Limited General Manager David Rose and
Corporatefile.Com.:
Corporatefile.Com
Century exported its first zinc concentrate in December 1999.
What capital has so far been invested in Century and how are you
performing versus your initial ramp-up targets?
General Manager David Rose
The project was acquired from Rio Tinto for A$325 million and
the investment in the project development was A$788 million.
We've spent A$22.5 million in ongoing capital expenditure this
financial year and that level is falling. It should be around
A$19 million next year.
We refer to our 'Ramp-up Learning Curve' to explain how the
operation is performing versus the initial ramp-up targets. This
curve, developed for the feasibility study for the Project,
compares our ramp-up to benchmarks set by similar base metal
projects around the world. It takes into account recovery and
throughput and we've been consistently ahead of that benchmark,
with the exception of one month (April 2000).
We are currently sitting at around 92 percent of the design
capacity taking both recovery and throughput into account. We
are on track to achieve 100 percent by December this year.
Corporatefile.com
Zinc recoveries have trended down this calendar year and are
still nearly 5 percent below your target of 82 percent. How will
you increase the zinc recovery?
General Manager David Rose
We've recently undertaken a technical audit of the entire plant
and developed an improvement plan. None of these improvements
requires major circuit changes and we expect them to deliver an
overall increase in recovery. It doesn't involve anything too
radical but they are things that need to be done in a planned
fashion during planned shutdowns. That's why we are aiming to
achieve production capacity of 500,000 tons pa of zinc metal in
concentrate by December.
In various parts of the plant we will undertake further de-
bottlenecking. And we will continue to focus on silica
reduction.
We've still got work to do on optimizing feed to the UFM mills
in the ultra-fine grinding circuit.
In the primary flotation area we will be converting one of our
carbon cleaner cells to a rougher as cleaning is not required.
We will investigate some process control initiatives to optimize
the operation of the primary circuit and the re-grind and UFM
feed streams.
We've already seen some significant improvement on the froth
pumping and we expect more improvement. We will also be looking
at process control improvements in that area and improving the
cleaning action of the circuit through froth washing.
At the filtration plant at Karumba we will again be looking at
some incremental improvements with the filters and dryers. Some
of that has already been done and we don't expect many issues at
the Karumba end.
Corporatefile.com
The operation produces zinc and lead concentrate by conventional
methods except for the ultra-fine grind step to separate silica.
As you've mentioned, you've experienced problems with the silica
content in the concentrate and have plans in place to reduce it.
What are the implications of a silica content higher than
specification?
General Manager David Rose
The silica specification is 3.4 percent and we have achieved
silica levels down to 3.8 percent in some months, but we haven't
been able to consistently hold it at 3.8 percent. Some customers
are more sensitive to silica content than others and we know
that the lower we go with silica the better it places us in the
market. Our own smelter at Budel, where 50 percent of our
product goes, is less sensitive to silica.
The silica issue is having a minimum impact on sales and our
improvement process is about getting volume, recovery and silica
to design levels. There will be periods when one or another of
these will slide while we are working on improving the others,
but the overall trend over the last 12 months has been a
reduction in silica, an improvement in volumes and an
improvement in recovery. And we expect that trend to continue.
Corporatefile.com
What stripping profile do you expect over the next few years and
how do you account for stripping from a financial viewpoint?
General Manager David Rose
The current stripping ratio (ratio of waste to ore mined) is
around
17:1 and should average 9.8:1 over the life of mine.
We are moving around about 30 million bank cubic meters (bcm)
per year of material from the pit at the moment and that should
stay flat between now and 2006/2007. It should then decline
until 2012/2013 when it should be about 7 million bcm per year.
We capitalize the waste stripping and then amortize an amount
each year based on the number of tons milled. This year, until
the end of May we have capitalized around A$110 million and
we've amortized A$55 million. Our stripping cost will obviously
start dropping dramatically with the declining stripping ratio
from 2008 onwards.
Corporatefile.com
What recent improvements have you made at the operation?
General Manager David Rose
We've de-bottlenecked various parts of the plant and in December
production rose on the basis of an improvement in recovery and
throughput volumes.
We commissioned two new flotation cells in April and those have
certainly helped us on the primary side of the circuit.
Because of the very fine nature of the material in the ultra-
fine circuit, it forms a tenacious froth, which is difficult to
pump. This only presented as a problem as volumes increased.
We've been progressively improving the froth pumping on the
ultra-fine side of the circuit. That's allowed us to handle
increasing volumes of metal per hour through the plant and
shouldn't now present a bottleneck to our full design
throughput.
We've also improved the filtration and drying capacity and stock
management at Karumba and that has translated into some
significant improvements in product quality.
Corporatefile.com
What aspects of the mining side of the operation can be
improved?
General Manager David Rose
The main area is to improve our modeling of grade variation so
that we are able to improve the control of the feed into the
plant.
Corporatefile.com
Century has the largest single pump station pipeline in the
world, which pumps concentrate 304 kilometers northwest to
Karumba, Queensland where it is shipped overseas. How is the
pipeline system operating?
General Manager David Rose
It's operating very well. We've been successfully pumping two
products in the pipeline since July and we don't see it as a
potential bottleneck or drag on our performance.
Corporatefile.com
What current concentrate production and cash operating costs are
you achieving?
General Manager David Rose
We produced 69,000 tons of zinc concentrate in May and 13,000
tons of lead concentrate, which is our best month to date. Our
total operating cost, including depreciation and amortization,
is A$629 per ton of contained metal (lead and zinc) for the year
to May.
Corporatefile.com
What long term production and cash operating costs do you
expect?
General Manager David Rose
We are on track to achieve our target of 500,000 ton pa of
contained zinc by December, which is equivalent to 72,000 tons
of zinc concentrate per month.
Lead production is exceeding our plans but it is a fairly minor
contributor to our overall performance and lead production
varies more than zinc production because of the grade.
Our total unit cost position should improve a little from the
A$629 per ton level as we approach our production capacity.
Corporatefile.com
What mine life do you expect from Century at the target
production rate?
General Manager David Rose
We are currently in year two of the operation and we expect
twenty years in total.
Corporatefile.com
What zinc and lead grade profile do you expect for the next few
years?
General Manager David Rose
For the current year to date, zinc grades have averaged 11.7
percent zinc and next year we expect that to rise to 12 percent,
followed by 13.4 percent in 2002/03, 12.5 percent in 2003/04 and
13 percent in 2004/05.
For the current year to date, lead grades have averaged 2.4
percent and we expect the same level next year, followed by 1.8
percent in 2002/03, 2.4 percent in 2003/04 and 2 percent in
2004/05.
Corporatefile.com
Will Century achieve a positive earnings contribution after
depreciation and amortization this year?
General Manager David Rose
Yes.
STRAITS RESOURCES: Announces Non-Renounceable Rights Issue
----------------------------------------------------------
As holders of Straits Resources Limited Unsecured Convertible
Notes, and in accordance with Condition 6.1 of Schedule 1 of the
Unsecured Convertible Notes Trust Deed, the directors of Straits
Resources Limited (SRL) advised that SRL proposes to make to the
holders of Ordinary Shares an offer to subscribe for or
purchase, on a pro rata basis, marketable securities by way of a
non-renounceable rights issue.
Also, in accordance with Condition 6.1 of Schedule 1 of the
Deed, following the event noted above, a Noteholder may by
written notice to SRL at the address of the Register on which
the Noteholder's Notes are registered require SRL to convert all
of those Notes into Ordinary Shares in accordance with Condition
2.1(b) of the Deed.
To be effective, any such written notice given by a Noteholder
must be given within 15 days from the date of this notice.
Other information which may be of interest to Noteholders is
noted below:
* The issue will be a non-renounceable rights issue
* It will be offered to ordinary shareholders on a 1 for 4 basis
* Issue price of the securities will be 54c, with 27c per share
payable on acceptance, and the remaining 27c per share payable
on 30 November 2002
* The issue will be fully underwritten
* Approximately A$8 million will be raised on acceptance of the
offer
* The issue is intended to partly fund the balance of the
consideration for the acquisition of the Nifty Copper Operation
* The market sale price of ordinary fully paid shares in SRL on
ASX was 53 cents on 15 June 2001, being the last trading day in
Perth prior to the date of this notice
* During the last three months, the highest market sale price of
SRL shares was 64 cents (25 May 2001) and the lowest price was
35.5 cents (6 April 2001).
================================
C H I N A & H O N G K O N G
================================
AMSMART CATERING: Hearing of Winding Up Petition Set
----------------------------------------------------
The petition to wind up Amsmart Catering Development Limited is
scheduled for hearing before the High Court of Hong Kong on July
11, 2001 at 10:00 am. The petition was filed with the court on
May 17, 2001 by Wong Chi Cheung of Room 1009, Kwan Ming House,
Yuk Ming Court, Tseung Kwan O, New Territories, Hong Kong.
AMSONIC LIMITED: Petition To Wind Up
------------------------------------
The petition to wind up Amsonic Limited is set for hearing
before the High Court of Hong Kong on June 4, 2001 at 9:30 am.
The petition was filed with the court on May 10, 2001 by Sin Hua
Bank Limited, Hong Kong Branch whose principal place of business
is situated at 2A Des Voeux Road, Central, Hong Kong.
BEIJING LIGHT: Gets Six Months' Reprieve
----------------------------------------
Loss-making Beijing Light Bus Corporation has received a six
months' grace period to make a return to profitability from the
Shanghai Stock Exchange, on which it's A shares are listed, The
Asian Wall Street Journal reported Tuesday, citing China
Securities. Should Beijing Light fail, it will be delisted from
China's stock markets.
CANADIAN CHARAGRAPHIC: Winding Up Petition Hearing Slated
---------------------------------------------------------
The petition to wind up Canadian Charagraphic Technologies
Limited is scheduled to be heard before the High Court of Hong
Kong on July 4, 2001 at 9:30 am. The petition was filed with the
court on May 10, 2001 by Loh Shiu Chang, Apartment 605, 278
Bloor Street East, Toronto, Ontario M4W 3M4, Canada.
CHUNG FAT: Winding Up Petition Hearing Set
------------------------------------------
The petition to wind up Chung Fat Engineering Limited will be
heard before the High Court of Hong Kong on July 4, 2001 at 9:30
am. The petition was filed with the court on May 10, 2001 by
Yung Chung trading as Kong Ngai Engineering Company of Room
1706, Tin Fai House, Shun Tin Estate, Shun On Road, Kwun Tong,
Kowloon, Hong Kong.
CLIMAX INT'L: AGM Set For July 31
---------------------------------
Climax International Company Limited announced the 2001 annual
general meeting of the company will be held at the Tang Room,
3rd Floor, Sheraton Hong Kong Hotel & Towers, 70 Nathan Road,
Tsimshatsui, Kowloon, Hong Kong on Tuesday, 31 July 2001 at 3:30
p.m., for the following purposes:
1 To receive and consider the audited consolidated financial
statements and the reports of the directors and the auditors for
the year ended 31 March 2001.
2 To re-elect retiring directors and to authorize the directors
to fix their remuneration.
3 To re-appoint auditors and to authorize the directors to fix
their remuneration.
4 As special business, to consider and, if thought fit, pass
with or without amendments, the following resolutions as
ordinary resolutions:
(A) "That:
(a) subject to paragraph (c) below, the exercise by
the directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to allot,
issue and deal with additional shares in the capital of the
Company, or securities convertible into shares, or options,
warrants, or similar rights to subscribe for any shares, and to
make or grant offers, agreements and options which might require
the exercise of such powers, be and is hereby generally and
unconditionally approved;
(b) the approval in paragraph (a) above shall
authorize the directors of the Company during the Relevant
Period to make or grant offers, agreements and options which
might require the exercise of such powers after the end of the
Relevant Period;
(c) the aggregate nominal amount of share capital
allotted or agreed conditionally or unconditionally to be
allotted (whether pursuant to an option or otherwise) by the
directors of the Company pursuant to the approval in paragraph
(a) above, otherwise than pursuant to (i) a Rights Issue (as
hereinafter defined), (ii) the exercise of the subscription or
conversion rights attaching to any warrants, convertible bonds
or other securities issued by the Company which are convertible
into shares of the Company, (iii) the exercise of any options
granted under any option scheme or similar arrangement for the
time being adopted for the grant or issue to officers and/or
employees of the Company and/or any of its subsidiaries of
shares or rights to acquire shares of the Company, or (iv) any
scrip dividend or similar arrangement providing for the
allotment of shares in lieu of the whole or part of a dividend
on shares of the Company in accordance with the bye-laws of the
Company, shall not in aggregate exceed 20 per cent of the
aggregate nominal amount of the issued share capital of the
Company as at the date of passing this resolution and the said
approval shall be limited accordingly; and
(d) for the purpose of this resolution:
"Relevant Period" means the period from the
passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general
meeting of the Company;
(ii) the expiration of the period within which
the next annual general meeting of the Company is required by
the bye-laws of the Company or any applicable laws of Bermuda to
be held; or
(iii) the revocation or variation of the
authority given under this resolution by an ordinary resolution
of the shareholders of the Company in general meeting.
"Rights Issue" means an offer of shares open for a
period fixed by the directors of the Company to holders of
shares of the Company whose names appear on the register of
members of the Company on a fixed record date in proportion to
their then holdings of such shares (subject to such exclusions
or other arrangements as the directors of the Company may deem
necessary or expedient in relation to fractional entitlements or
having regard to any restrictions or obligations under the laws
of, or the requirements of, any recognized regulatory body or
any stock exchange in any territory applicable to the Company)."
(B) "That:
(a) subject to paragraph (b) below, the exercise by
the directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to
repurchase its securities subject to and in accordance with all
applicable laws and the requirements of The Stock Exchange of
Hong Kong Limited as amended from time to time, be and is hereby
generally and unconditionally approved;
(b) the aggregate nominal amount of securities to be
repurchased by the Company pursuant to paragraph (a) above
during the Relevant Period shall (i) in case of shares of the
Company, not exceed 10 per cent of the aggregate nominal amount
of the issued share capital of the Company as at the date of
passing this resolution; and (ii) in case of warrants of the
Company, not exceed 10 per cent of the aggregate amount of
subscription rights attached to all warrants of the Company
outstanding as at the date of passing this resolution, and the
said approval shall be limited accordingly; and
(c) for the purpose of this resolution:
"Relevant Period" means the period from the
passing of this resolution until whichever is the earlier of:
(i) the conclusion of the next annual general
meeting of the Company;
(ii) the expiration of the period within which
the next annual general meeting of the Company is required by
the bye-laws of the Company or any applicable laws of Bermuda to
be held; or
(iii) the revocation or variation of the
authority given under this resolution by an ordinary resolution
of the shareholders of the Company in general meeting."
(C) "That conditional upon the passing of resolutions 4(A)
and 4(B) above, the general mandate granted to the directors of
the Company to allot, issue and otherwise deal with securities
pursuant to resolution 4(A) above be and is hereby extended by
the addition thereto of an amount representing the aggregate
nominal amount of shares repurchased by the Company under the
authority granted pursuant to resolution 4(B) above, provided
that such amount shall not exceed 10 per cent of the aggregate
nominal amount of the issued share capital of the Company as at
the date of passing this resolution."
CLIMAX INT'L: Posts Net Loss Of HK$32.766M For FY2001
-----------------------------------------------------
Climax International Company Limited suffered a net loss of
HK$32.766 million in the year ended 31 March 2001 on revenues of
HK$305.277 million.
The board of directors of the company posted the following
audited consolidated income statement of the Company and its
subsidiaries (the "Group") for the year ended 31 March 2001,
together with the comparative figures:
2001 2000
HK$'000 HK$'000
Turnover 305,277 326,624
Cost of sales (260,410) (254,199)
Gross profit 44,867 72,425
Other revenue 12,639 16,375
Distribution costs (15,380) (20,693)
Administrative expenses (54,279) (73,358)
Other operating expenses (2,532) (6,379)
Provision for a legal claim
from a customer written back 7,442 --
Gain on disposal of the Climax Building 2,102 --
Loss from operations (5,141) (11,630)
Finance costs (27,545) (42,922)
Gain on discontinued operations -- 3,852
Loss from ordinary activities
before taxation (32,686) (50,700)
Taxation (70) (208)
Loss before minority interests (32,756) (50,908)
Minority interests (10) (256)
Net loss for the year (32,766) (51,164)
Loss per share 4 HK$0.030 HK$0.136
Loss Per Share
The calculation of loss per share is based on the net loss for
the year of HK$32,766,000 (2000: HK$51,164,000) and the weighted
average of 1,085,901,551 (2000: 374,990,800) shares in issue
during the year.
No diluted loss per share has been presented as the exercise
price of the Company's outstanding share options was higher than
the average market price of the Company's shares for both years
and the exercise of the Company's outstanding warrants would
result in a decrease in net loss per share.
Final Dividend
The Directors do not recommend the payment of a final dividend
in respect of the year ended 31 March 2001.
Closure Of Register
The register of members of the Company will be closed from
Wednesday, 25 July 2001 to Tuesday, 31 July 2001, both days
inclusive, during which period no transfer of shares will be
effected. All transfers accompanied by the relevant share
certificates must be lodged with the Company's Hong Kong branch
share registrars, Secretaries Limited, at 5th Floor, Wing On
Center, 111 Connaught Road Central, Hong Kong not later than
4:00 p.m. on Tuesday, 24 July 2001.
Operating Review
Financial year of 2000/2001 was another difficult and yet
challenging year for the Group. On the one hand, it had to face
severe competition in the industry under the sluggish global
markets and on the other hand, it was also haunted by the
unstable position under the long dragging process of debt
restructuring in the past two years.
However, with the determination of the management, the Group
successfully managed to overcome such extreme difficulties.
Therefore, even under the pressure of stringent operating
resources, the Group's sales recorded only a slight drop of 6.5
percent to HK$305 million for the year.
In order to secure for a better cash position, we were directed
to accept orders even at a lower profit margin. Gross profit
thereby reduced HK$27.5 million to HK$44.9 million this year.
Operating loss improved by HK$6.5 million from HK$11.6 million
to HK$5.1 million as a result of a series of cost control
measures implemented during the year.
Cost Control
Such measures included the strict implementation of a cost
saving program that aimed at lowering administration cost,
streamlining the management team and staff to improve overall
productivity.
In October 2000, the Group shifted its printing operation to its
existing production facilities in China from its headquarter in
Tai Po Industrial Estate which had been disposed to reduce bank
debt.
In February 2001, the Group consolidated its production plants
from three to two in China.
The cost controlling is an ongoing process. The emphasis in the
coming year is the price negotiation with raw material suppliers
and identification of new suppliers, which is expected to result
in cost reductions for certain raw materials by margin of 5
percent to 60 percent.
With the successful completion of the bank debt restructuring
agreement on 11 January 2001, interest expenses for the year
reduced substantially by HK$15.4 million to HK$27.5 million and
is expected to reduce further to a much lower level in the
coming year owing to the scheduled repayments of the bank debts.
Net loss for the year improved by HK$18.4 million to HK$32.8
million.
OEM Paper Product Manufacturing
OEM paper product manufacturing had firmly proved its importance
particularly in a volatile economy. The turnover slightly
reduced by 4.6 percent from previous year to HK$267.7 million
representing 87.7 percent of total turnover of the Group.
Sales to North American market remained rather stable. Although
sales to the last year's top customer dropped drastically by
41.9 percent owing to its reorganization and also the slowing of
the US economy, the decrease was compensated by the increase in
orders from US giant stores, namely Wal-Mart and Kmart.
As sales to other major markets, Europe experienced a 15 percent
decrease because of the sluggish demand while Asia Pacific more
or less maintained at the same level.
Antidumping Investigation
It was noticed that antidumping investigation was conducting
early this year by the U.S. Department of Trade on certain
folding gift boxes.
Although the Group's products do not fall into the scope of such
investigation, the Group takes a cautious approach to it and has
maintained a comprehensive system of product costing to ensure
compliance with respective important stipulations and proper
control on the profit margin on individual items.
License Of Printing Business In China
In furtherance of the "Rules in the Management of Printing
Business" enacted by the State Council of China in May 1997, the
Shenzhen Local government in October 1999 imposed detailed
licensing regulations to all printings in the SAR. Entities
failed to obtain such license may force to cease its printing
operations.
The Group is pleased to report that among a limited number of
recipients, it has successfully obtained a class-A license which
embraces the widest scope of its nature and shall ensure
unrestricted running of the Group's related operations.
House Brand Distribution
Drops in sales in each of the division's major markets, namely
China, Hong Kong and South East Asia ranged from 15 percent to
17 percent.
The drop was not unexpected because the stringent financial
resources to have sufficient cover designs, in particular, for
its photo albums and notebooks limited the development of the
division. The sales in LA files were basically maintained.
Subsequent to the year-end, the Group concluded a management
buyout of the division's operating subsidiary Climaxpaper
(Singapore) Pte Ltd. ("CPS") in Singapore in April 2001.
The Group has also entered into a Distribution Agreement with
CPS, pursuant to which CPS is appointed to be the sole and
exclusive distributor for re-sales of certain of its products
including albums and related collectables in the Region.
The Group believes that under the terms of the Distribution
Agreement, minimum sales to the region can be secured.
Furthermore, the strategic partnership arrangement empowers the
Group to maneuver its existing resources to other better
opportunities.
Enterprise Resources Planning (ERP) System and Company Website
In January 2001, the Group has contracted a reputable
Application Service Provider to install SAP, one of the top
selling ERP systems, for on line control and integration of flow
of cash, materials and information.
In June 2001, the Group also launched the first phase of its
Website www.climax-intl.com. These initiatives should position
the Group well to selectively explore the further potentials of
e-commerce and the Internet economy in the medium term.
HONKO INT'L: Completes Restructuring Of HK$91.6-M Debt
------------------------------------------------------
Honko International Holdings has completed the restructuring of
its debts amounting to HK$91.6 million, raising hopes about the
possibilty for the company's survival, South China Morning Posts
reports Monday.
Through the restructuring, the company has become a subsidiary
of TechCap Holdings, which is being controlled by investors, who
happen to be the directors of Greater China Sc-Tech Holdings.
The investors affirmed Honko's core business in electric parts
manufacturing and distribution will continue, and their private
businesses would not be incorporated into Honko within the next
year.
The takeover took effect after the investors subscribed to new
shares and convertible notes of Honko, which brought in total
net proceeds of HK$91.6 million.
SHENZHEN ZHONGHAO: Gets Delisting Reprieve
------------------------------------------
The Shenzhen Stock Exchange has granted Shenzhen Zhonghao Group
a year's grace period to make a turnaround in its business
performance, otherwise the company will face delisting, The
Asian Wall Street Journal reported Tuesday, citing China
Securities.
Shenzhen Zhonghao has been making losses for three consecutive
years, grounds for delisting under new China regulations.
XINJIANG BAIHUACUN: Delisting Possible
--------------------------------------
Xinjiang Baihuacun, which has been making losses for three
straight years, will face delisting from China stock markets,
if it fails to make a return to profitability within the year's
period granted by the Shanghai Stock Exchange, The Asian Wall
Street Journal reported Tuesday, citing China Securities.
=================
I N D O N E S I A
=================
CITRA MARGA: Foreign Debt Restructuring Completion Nears
--------------------------------------------------------
PT Citra Marga Nusaphala Persada Tbk (CMNP) hopes to complete
the restructuring of its floating rate notes (FRN) and Eurobond
by year's end, IndoExchange reports yesterday.
CMNP President Director Daddy Hariadi said in an announcement,
"The restructuring is currently in the process to be completed
by the end of 2001. For the purpose, the company has appointed
Credit Suisse First Boston (CSFB) as its financial advisor."
The FRNs and Eurobonds, worth $37.8 million and $79 million
respectively, are scheduled to mature in February next year.
Meanwhile, the company's rupiah-denominated bonds, "CMNP bonds
I" worth Rp16 billion and "CMNP bonds II" worth Rp240 billion
are maturing in 2001 and in 2004, respectively.
Although the debt restructuring scheme of the company is
proceeding , certain methods have yet to be determined,
especially with regard to the planned buy-back of the bonds with
the company's deposit fund.
"It will be very much dependent on various factors such as
interest rates, currency value and other related consideration,"
Daddy said.
=========
J A P A N
=========
CRAYFISH COMPANY: Voting Injunction Filed By Former Prez
--------------------------------------------------------
Crayfish Company's former president Isao Matsushima has filed
for an injunction from the Tokyo District Court asking company
shareholders not to vote on any of the proposals to be raise at
the upcoming stockholders' meeting Wednesday, 20 June 2001, Dow
Jones reports Tuesday.
The proposals concerned include the appointment of directors and
auditors, to be presented by both Crayfish and its major
shareholder Hikari Tsushin Inc.
Matsushima currently holds 12.89 percent stakeholding in
Crayfish. He stepped down as company president last month.
The court was expected to release its decision on Matsushima's
application yesterday.
CRAYFISH COMPANY: Stockholders Meeting Set For Wednesday
--------------------------------------------------------
Stockholders of e-mail service provider Crayfish Company are
expected to meet Wednesday at 10 a.m. in Tokyo, Yomiuri Shimbun
reports yesterday.
Also expected to attend at the meeting will be representatives
of both Crayfish led by the company's former president Isao
Matsushima and Hikari Tsushin Incorporated, who will be
presenting their respective candidates for new managing
directorships, the report says, citing sources close to the
companies.
Both parties have an ongoing dispute over management issues.
Hikari Tsushin, which holds 46 percent of stake in Crayfish,
claimed Crayfish did not have personnel capable of restructuring
the company, and proposed bringing in its own people to take
over Crayfish management.
Crayfish argued Hikari Tsushin's management policy could not be
considered `ideal'.
SEGA CORP: Takakura Named ISAO CEO
----------------------------------
ISAO Corporation's former Vice President Tetsuo Takakura has
been name ISAO Chief Executive Officer. Takakura is also serving
as managing director of Sega Corporation, the parent company of
ISAO.
Former ISAO President Toshimichi Ohyama stepped down as ISAO
SEO, to focus on his duties as senior managing director of Sega,
which is currently undergoing reconstructing exercises.
Takakura, in an interview with Nikkei NetBusiness, said: "The
demise of Dreamcast came too soon, just when the network gaming
was about to get on its feet. The first thing ISAO should do now
is to break away from a dependence on Sega. From now on we'll
place an emphasis on providing other software firms with
infrastructure and also proceed with the multi-platform system.
Sony Computer Entertainment Inc. and Nintendo Co., Ltd. can
become our customers, too."
He continued, "For ISAO to make profits, long hours and multi-
player titles were necessary instead of simple combat games. We
failed to do that. At the end of last year, we put on the market
`Phantasy Star Online (PSO)', which we thought would be very
promising. But now that we look back, it was too late for
Dreamcast to make a comeback with that.
"The three pillars of our business are serving as an ISP, game
server operation and communications service--including chats.
Even after Dreamcast, we won't cut off the ISP business. We'll
provide the service as "Gamers' ISP" with a pleasant connection
environment.
"In July 2000, we started ISP services for personal computers.
We also accept consignment orders from several software
companies for server management.
"However, our advertising campaign aimed at gathering customers
didn't work so well. We had expected to gather more than 2
million customers, but the result was only a tenth of that
figure. We'll stop developing our own contents and concentrate
on consignment management.
"We have 840,000 members and our monthly sales is about 400
million yen. The competition is just starting. Although late
Chairman Isao Okawa of Sega passed away, his name `ISAO' will
remain as our company name."
=========
K O R E A
=========
DAEHAN FIRE: Four Firms Voice Interest In Acquisition
-----------------------------------------------------
Four firms, both domestic and foreign, have expressed their
interest in acquiring Daehan Fire and Marine Insurance, The
Korea Herald reports Tuesday, citing the Korea Deposit Insurance
Corporation (KDIC).
The four firms are LG Insurance, Oriental Fire and Marine
Insurance, Basic International Development Corporation, and
Cronin Funding Group.
Bid proposals are expected to be handed to KDIC by the month's
end, while priority bidders will be picked in July.
The sale of the non-life insurer is part of the government's
move to restructure the country's debt-ridden insurance sector.
DAEWOO ENGINEERING: Debt-For-Equity Swap Set
--------------------------------------------
Daewoo Engineering and Construction Company is prepared to issue
around 85.8 million new shares to cover the planned debt-for-
equity swap worth W429.1 billion, The Asian Wall Street Journal
reports yesterday, citing a company disclosure.
This shares issue is scheduled to be made on June 26 and will be
issued to the company's 34 creditor finance firms such as Korea
Asset Management Corporation and Korea Development Bank (KDB),
the newspaper reports.
In December last year, the company spun off from Daewoo
Corporation of the collapsed Daewoo Group, as part of the
offshoot firm's creditor-led restructuring program.
DAEWOO MOTOR: GM's Cut-Rate Offer
---------------------------------
A top official at Korea Development Bank (KDB), the largest
creditor of insolvent Daewoo Motor, disclosed Monday General
Motors (GM) made a cut-rate offer for its takeover in Daewoo
Motor, The Digital Chosun reported Tuesday.
Apart from the low price offer, GM called for concessions by the
creditor group, on behalf of Daewoo, on several terms, such as
huge discount, funding facilities, and tax breaks, among others.
The creditors of Daewoo will resume another series of
negotiations with GM over the price offer.
GM is currently the lone candidate for the takeover in Daewoo.
HYUNDAI ENGINEERING: Bailout To Ease Cash Constraints
-----------------------------------------------------
Arthur D. Little, the consultant of Hyundai Engineering And
Construction Company (HDEC), in its report said the latest
bailout package for the ailing builder would help ease the
company's cash constraints, reduce the debt-to-equity ratio and
enable the company to meet interest payments in the next few
years, The Korea Herald reports yesterday.
The bailout package consists of debt-for-equity swap worth W1.4
trillion by the company's 41 creditors, who will also
participate in the company's rights offering of W750 billion,
the report says.
Moreover, Arthur D. Little projects that HDEC's debt-to-equity
ratio would be reduced to 180 percent next year from 298.1
percent this year, and then down to 160 percent in 2003.
Meanwhile, interest coverage ratio will climb between 2.7 and
5.3 times in 2002 and 2003, respectively, from a low of 1.1
times this year.
KOREA LIFE: Six Firms Bid To Take Over
--------------------------------------
The Korean Deposit Insurance Corporation (KDIC) has announced
that six firms have submitted letters of intent to buy bankrupt
Korea Life, The Digital Chosun reports Tuesday.
The six firms include TongYang Fire and Marine, LG Fire and
Marine, Ace World Venture Capital, Basic International
Development and American firm, Cronin Funding Group.
KDIC is scheduled to name the negotiating partner on July 4.
KUKJE HWAJE: Two Firms Interested To Take Over
----------------------------------------------
Keun Wha Pharmaceutical Company, and Hyosung Corporation have
already expressed their interest in acquiring debt-saddled Kukje
Hwaje Insurance Company, The Korea Herald reports Tuesday,
citing the Korea Deposit Insurance Corporation (KDIC).
According to the report, a KDIC official said the state deposit
insurer expected to receive all bid proposals by end of June as
it has been scheduled already to name the priority negotiating
partner by July 4.
Moreover, the memorandum of agreement on the sale is expected to
signed by July 11.
===============
M A L A Y S I A
===============
AUTOWAYS HOLDINGS: Autoways Const. Defense Filing Pending
---------------------------------------------------------
With reference to the case against subsidiary Autoways
Construction Sdn Bhd filed by Showa Credit (Malaysia) Sdn Bhd,
the Management of the Autoways Holdings Berhad announces
additional information, as follows:
1. The total cost of investment of the Company in Autoways
Construction Sdn Bhd is RM11,500,004.
2. There is no further financial loss to the Company as adequate
amount of claims has been provided in the accounts ending 31
December 2000 on the basis of prudent accounting principles.
3. The expected date of filing the defense in the High Court of
Malaya is within 10 days from the date of this announcement.
BERJAYA GROUP: Chairman Changes Substantial Holding
---------------------------------------------------
Berjaya Group Berhad (Bgroup) announces that its Chairman and
Chief Executive Officer Tan Sri Dato' Seri Tan Chee Yioun has
purchased shares in BGroup as follows:
Date Price Per Share No.of Shares % of issued share
capital
18 June 2001 RM0.2225 300,000 0.02
LAND & GENERAL: Served Notice Of Demand For Debt Payment
--------------------------------------------------------
In relation to the Standby Term Loan Facility of RM54 million
and the Standby Ringgit Time Loan Facility of RM32,442,500, the
Board of Directors of Land & General Berhad (L&G) announces the
bank lender who had granted the two facilities has issued two
notices of demand both dated 14 June 2001 to L&G which L&G
received on 15 June 2001, demanding the repayment respectively
of the following principal sums and interests in full on or
before 21 June 2001:
1) RM54 million Standby Term Loan Facility
Principal sum : RM 40.803 million
Current Interest : RM 933,217.82
Penalty interest : RM 446,920.09
2) RM32,442,500 Standby Ringgit Time Loan Facility
Principal sum : RM 32,442,500
Current Interest : RM 673,204.10
Penalty interest : RM 272,872.53
L&G will reply accordingly to the lender's demand in due course.
Default in Payment of Principal and Interest In Respect Of Bills
Acceptance and Discount Facility of L&G
The Board of Directors wishes to inform that L&G has defaulted
in the repayment of the principal sum of US$25,068,500 and
interest component of US$1,178,637.31 in respect of a Bills
Acceptance and Discount Facility which were both due on 15 June
2001.
The facility is secured by a second charge over a piece of
property which is owned by a subsidiary of L&G and an assignment
over a deposit of US$150,000 held in escrow by the lender.
As at the date of this announcement, L&G and the aforementioned
subsidiary have not received the default notice from the lender
and the directors are not aware of any further legal action
being taken against the Company by the said lender.
As previously announced by the Company, L&G is currently working
with its advisors to develop a debt restructuring proposal for
its bank lenders and bondholders.
The negotiations between L&G and its bank lenders and certain
bondholders to restructure its outstanding bank facilities and
convertible bonds, respectively are ongoing.
In addition, the Board of Directors wishes to inform that the
Corporate Debt Restructuring Committee (CDRC) has in principle
agreed to mediate and assist L&G in its restructuring of its
bank facilities.
RAHMAN HYDRAULIC: Served Writ Of Summons
----------------------------------------
Rahman Hydraulic Tin Berhad (RHTB), on behalf of its Special
Administrators, announced the following additional information
regarding the writ of summons issued by the High Court of Malaya
at Kuala Lumpur Suite No. D4-22-988 Year 2001:
1. Date of the presentation/service of the Writ of Summons
The Writ of Summons dated 5 June 2001 was served on the Special
Administrators and Rahman Hydraulic Tin Berhad at its registered
office on 13 June 2001.
2. Details of the default or circumstances leading to the filing
of the Writ of Summons
It was contended by the Plaintiff ( Leong Yew Chin) that:
i) the disbursement of the loan facility of RM250 million by
MBf Finance Berhad and MBf Leasing Sdn Bhd was conditional upon
approval being obtained from the Company's shareholders.
ii) the requirement of consent by the Company to acquire the
said facility through a resolution of its shareholders in
general meeting was within the actual knowledge of MBf Finance
Berhad and MBf Leasing Sdn Bhd, who had notice of the same.
iii) the loan facility was disbursed by MBf Finance Berhad
and MBf Leasing Sdn Bhd without the prior approval of the
Company's shareholders at general meeting.
iv) the Company therefore did not and/or could not in law
have accepted the loan facilities and was not a debtor of MBf
Finance Berhad and MBf Leasing Sdn Bhd respectively. In
consequence, the Plaintiff has contended that the vesting
certificate by Pengurusan Danaharta Nasional Berhad on the
acquisition of the RM250million loan from MBf Finance Berhad and
MBf Leasing Sdn Bhd; and the appointment of the Special
Administrators pursuant to the Pengurusan Danaharta Nasional
Berhad Act 1998 is null and void.
3. The nature of relationship of the 1st to 6th Defendants with
the Company
The first to sixth Defendants were the existing Board of
Directors of the Company at the material time of the acquisition
of the loan facility described in Item 2 above.
4. Financial and operational impact of the Writ of Summons
Pending the outcome of the Writ of Summons, we do not foresee
any impact on the financial and operational aspects of the
Company.
5. Steps taken and the proposed action to be taken in respect of
the Writ of Summons
The Company is seeking legal counsel on the proposed action to
be taken in respect of the suit. Any material developments in
the suit will be announced to the Exchange.
Background
Special Administrators (SA) were appointed to the Company (RHTB)
on 16 June 2000 pursuant to Section 24 of the Pengurusan
Danaharta Bhd Act 1998.
On 27 September 2000, a Heads of Agreement was entered into with
Speed Operations Sdn Bhd, an agent of the vendor of White Knight
Companies, for a restructuring of RHTB which will result in the
vendors becoming RHTB's substantial shareholders.
The proposed White Knight Companies to be injected by the
vendors are Metronic Engineering Sdn Bhd, Skymech Automation Sdn
Bhd and its subsidiaries, Metro Health Sdn Bhd, MH Medic Sdn
Bhd, and the Esquetech Group of Companies. The SA are presently
formulating a workout proposal with Speed Operations.
Currently also, there is an injunction against the Directors of
the Company which was brought about through a legal action taken
by one of the shareholders of the Company.
The Company meanwhile continues with its tin mining operations
in Perak, property development at Taman Kempas, Sungei Petani,
rubber gloves manufacturing, and rubber and oil palm plantation.
Since its formation, RHTB has been in the business of tin ore
extraction from mining leases located in Klian Intan, Perak.
RHTB widened its earnings base in 1970 via purchase of rubber
plantation Ladang Pinang Tunggal. The rubber gloves
manufacturing business which produces mainly latex examination
gloves for both export and the local market, commenced business
in 1988. The factory is located near Batu Caves, Selangor.
In 1990, RHTB added property development to its portfolio.
TECHNO ASIA: Submits May Report To KLSE
---------------------------------------
Techno Asia Holdings Berhad, being an affected listed issuer,
announces that in compliance with the obligation imposed under
the Practice Note 4/2001, the monthly report for the month of
May 2001 accompanied by the duly executed statutory declarations
by two directors had been submitted to the KLSE on 14th June
2001.
Profile
The Company carried on the business of cultivating and
processing oil palm in its early days, under the name of Central
Oil Palm Industries Sdn Bhd. The Company later evolved into an
investment holding company with subsidiaries involved in
property development, investment holding, oil palm plantations,
power generation and hotel operations.
The Company changed its name to Techno Asia Holdings to better
reflect its current activities and business as an investment
holding company with diversified business.
The oil palm operations are based in Teluk Intan, Perak and
Lahad Datu, Sabah. The main property development activity is in
the 1,276-acre Taman Mount Austin in Johor Bahru comprising
light industrial, commercial and residential development.
Overseas, the Company is involved in the supply of electricity
to Mombasa in Kenya, Ecuador, Bangladesh and Dominican Republic.
In July 2000, the Company appointed a merchant bank as adviser
to a proposed restructuring exercise which is presently still
under discussion.
In September 2000, the Company received a requisition from 11
shareholders to convene an EGM to remove 5 of the directors
pursuant to the powers conferred by Section 144(3) of the
Companies Act 1965. Following an EGM on 21 November 2000, the
directors were removed and six new directors were appointed.
=====================
P H I L I P P I N E S
=====================
NATIONAL STEEL: Three Firms Tender Lease Bids
---------------------------------------------
Three firms have already tendered their lease proposals to
operate the manufacturing plant of loss-making and debt-ridden
National Steel Corporation (NSC) with NSC liquidator Danilo
Concepcion, The Philippine Star reports yesterday.
The three firms are Allengoal Steel Fabrication and Trading,
which was the first lease proponent, Cathay Pacific Steel
Corporation, and Swiss firm Glencore Far East Philippines AG.
The proposals will be evaluated by the liquidator together with
the Department of Trade and Industry.
In hindsight, the Securities and Exchange Commission (SEC) gave
the go-signal to liquidate the steel firm's assets valued at P28
billion, as part of a program to pay off NSC's debts estimated
at P16 billion owed to creditor banks.
UNIWIDE GROUP: Land Bank Calls For Dissolution, Liquid'n
--------------------------------------------------------
Uniwide Group of Companies' creditor, Land Bank of the
Philippines has filed a petition with the Securities and
Exchange Commission calling for the termination of the company's
recovery program, pushing for the dissolution and liquidation of
the debt-laden group, The Philippine Star reports yesterday.
In its petition, Land Bank cited "failure [of the group] to
achieve the desired targets or goals as set forth" in its
rehabilitation plan, the report says.
Land Bank further added that Uniwide could not comply with its
recovery program due to the withdrawal of a prospective white
knight, French retail firm Casino Guichard-Perrachon, from the
negotiations for a takeover deal, the report says.
"Since Casino pulled out of talks investing in Uniwide, no other
investor has expressed interest to infuse capital in the debt-
ridden company. In the absence of such investor, the goal set
out in the Rehabilitation Plan may no longer be achieved," LBP
said.
Had the deal been completed, Casino was expected to inject fresh
fund into the group worth P3.57 billion.
Moreover, the rehab plan calls for the retention of the group's
core retail operations to shed the bank debts of the flagship
unit Uniwide Warehouse Club Incorporated, through payments, both
in-kind and in cash.
=================
S I N G A P O R E
=================
ASIA PULP: S&P Cut Ratings To `Default'
---------------------------------------
Standard & Poor's Monday reduced the credit ratings of the two
bonds issued by PT Indah Kiat Pulp & Paper, the Indonesian unit
of Asia Pulp & Paper Company (APP), to D, or "default", from
double-C.
The two bonds are the $200-million senior secured note due 2002,
and the $150-million senior secured note due in 2006, which are
both guaranteed by parent APP.
The two bonds were due to make interest payments of around $21.3
million on June 15.
But S&P said in a statement that the interest payments on the
$200 million and $150 million note issues are not expected to be
made within their respective grace periods of five business days
as a result of the cessation of APP group payments of interest
and principal on most of its outstanding debt.
S&P expects that the APP group will continue to make defaults on
debt issues in the next term.
===============
T H A I L A N D
===============
CARNAUDMETALBOX: EGM Set For Today
----------------------------------
CarnaudMetalbox (Thailand) Public Company Limited (CMBT)
announces that the Extraordinary General Meeting of Shareholders
No. 1/2001 will be held at Grand Ballroom III, Grand Hyat Erawan
Hotel, 494 Rajdamri Road, Bangkok, on Today, 20 June 2001 at
10.00 a.m., with the following agenda:
1. To certify the Minutes of the 35th Annual General Meeting of
Shareholders
Board's opinion The Board recommends that the Minutes of the
35th Annual General Meeting of Shareholders be certified.
2. To consider and approve the delisting of the Company's
securities from the Stock Exchange of Thailand
Board's opinion The Board recommends that the delisting of the
Company's securities be approved and be proposed to the
shareholders' meeting for approval.
The preliminary information of the delisting is as follows:
Type of securities: 17,622,196 ordinary shares at the par value
of Baht 10 each, totaling Bt176,221,960.
Name of the tender offeror:
Claremont Holdings (Thailand) Ltd.
Relationship with the Company:
Claremont Holdings (Thailand) Ltd. is a wholly owned subsidiary
of CarnaudMetalbox Asia Limited (CMBA), a controlling
shareholder of the Company. CMBA holds 99.99 percent of the
total issued shares in Claremont Holdings (Thailand) Ltd. CMBA
directly holds 12,509,000 shares, representing 70.98 percent of
the total issued shares in the Company and indirectly holds
650,000 shares through CarnaudMetalbox Packaging Pte Ltd (a
wholly owned subsidiary of CMBA), representing 3.69 percent of
the total issued shares in the Company.
Tender offer price:
Bt90 per ordinary share.
Financial advisor of the tender offeror:
United Advisory Services Company Limited
3. To consider and approve the cancellation of the condition
relating to Thai shareholder requirement as prescribed in the
certificates of the Board of Investment Board's opinion The
Board recommends that the cancellation of the condition relating
to Thai shareholder requirement as prescribed in the
certificates of the Board of Investment issued to the Company in
all projects be approved and be proposed to shareholders'
meeting for approval.
The reason for the cancellation is that Claremont Holdings
(Thailand) Ltd., a tender offeror, is a wholly owned subsidiary
of CarnaudMetalbox Asia Limited and accordingly, it is a foreign
majority owned company incorporated in Thailand.
Therefore, it may be restricted by the condition relating to
Thai shareholder requirement as prescribed in the certificates
of the Board of Investment, as a result of the acquisition of
shares in the Company under the delisting rule.
4. To consider and approve the deletion of Clause 8 of the
Articles of Association
Board's opinion The Board recommends that amendment to the
shareholding proportion between Thai and foreign shareholders by
deleting Clause 8 of the Articles of Association of the Company
which states that "The shares of the Company shall be freely
transferred without any restriction unless any share transfer
would cause foreigners to hold the shares in the Company
exceeding 81 percent of its total issued shares" including the
amendment to the number of the Articles of Association as a
result of the deletion of Clause 8 of the Articles of
Association, be approved and be put to shareholders for
approval.
5. To consider any other business.
CARNAUDMETALBOX: Explains Delisting Move
----------------------------------------
At the 178th Board of Directors' Meeting of the CarnaudMetalbox
(Thailand) Public Company Limited (CMBT), held on May 10, 2001,
the Board of Directors has passed a resolution to delist the
shares of the Company from the Stock Exchange of Thailand with
the following details:
1. Reasons and facts concerning the delisting of shares
a. Throughout these many years, CMBT's shares have
underperformed due to its limited trading volume. This coming
delisting will give the opportunity to the existing shareholders
either to sell the shares to the tender offeror at the tender
offer price or to maintain their share holding positions.
b. According to the SET regulations, CMBT is, from time to
time, required to disclose its financial and business
information which competitors who are not listed do not have to
do. This puts CMBT at a competitive disadvantage.
Additionally, such disclosure incurs costs and expenses
including man-hours as part of CMBT's administrative expenses.
c. CMBT has no plan to raise funds through the SET because
CMBT is able to rely on its internal working capital for future
corporate funding.
2. The general offer to purchase shares from the shareholders
and holders of securities
The offeror or group of offerors and relationship with the
Company: Claremont Holdings (Thailand) Ltd. is a wholly owned
subsidiary of CarnaudMetalbox Asia Limited (CMBA), a controlling
shareholder of the Company.
CMBA holds 99.99 percent of the total issued shares in Claremont
Holdings (Thailand) Ltd. The offer price for the ordinary shares
is Bt90.00 (ninety only) per share.
The offerees will bear a brokerage fee of 0.25 percent of the
offer price and value added tax (VAT) of 7 percent of the
brokerage fee; the amount receivable by shareholders (after
deducting the said fee and VAT) would be Bt89.75925 (eighty nine
point seven five nine two five) per share.
ROBINSON DEPARTMENT: Posts Info On Connected Transaction
--------------------------------------------------------
The Business Reorganization Plan of Robinson Department Store
Public Company Limited dated 14 November 2000 which has been
approved by the Central Bankruptcy Court on 20 December 2000
states a provision regarding the capital increase of the
Company.
The capital increase by way of issuing new ordinary shares to
the connected person(s) is also included.
Then, on 1 May 2001, the Central Bankruptcy Court approved that
the company could proceed with the matter. Said proceeding
includes the registration with the Commercial Registration
Department, Ministry of Commerce. Robinson Planner Limited as a
Plan Administrator of the Company will proceed with any related
matters as soon as possible.
Part of the Business Reorganization Plan prescribes that the
Company shall increase its registered capital in addition for
the amount of Bt13,327,933,590 from the existing registered
capital of Bt1,480,881,510 to be Bt14,808,815,100 by way of
issuing 1,332,793,359 new ordinary shares which have the par
value of Bt10 per share for allocating through the private
placement.
A portion of the new ordinary shares in the amount of
370,220,377 shares, equivalent to approximately 25 percent of
all issued shares of the Company after the capital increase (CRC
Support Shares), shall be allocated to the connected person(s)
i.e. Central Retail Corporation
Company Limited (CRC) and/or the designated person(s) of CRC.
Characteristic of Involved Assets, Total Value of Transaction,
Name, Category of Businesses and Characteristic of the Business
Operation of the Issuer
Securities - The ordinary shares in the amount of
370,220,377 shares, which have the par value of Bt10 per share
Offering price - Bt0.0001 per share
Total value of the - Bt37,022.04
Transaction
Name of the Issuer - Robinson Department Store Public Company
Limited
Category of business - Retailing department store business
operated under the and characteristic of name "Robinson
Department Store" the business operation
Remark
In consideration for the allocation of the CRC Support Shares by
the Company to CRC and/or the designated person(s) of CRC, CRC
has the obligations to comply with the conditions as stated in
the Business Reorganization Plan by providing its continued
support for the Company. Such support includes management
expertise, supplier contacts and relationships, enhance of
purchasing power, IT systems and systems support, inventory
management, enhance of marketing capabilities to be more
efficient, and any proceeding that would cause the Company's
operating result to achieve the target within the period of time
as specified in the Business Reorganization Plan.
Name of the Connected and Involved person(s), Nature and Extent
of the
Interest of the Connected Person in the Transaction
Connected Person(s)
Central Retail Corporation Company Limited is one of the
major shareholders of the Company by holding ordinary shares in
the amount of 24,610,000 shares, equivalent to 16.62 percent of
all of current issued shares of the Company.
Involved persons to the Connected person
(1) Onward Holding Company Limited is one of the major
shareholders of the Company by holding ordinary shares in the
amount of 26,986,978 shares, equivalent to 18.22 percent of all
of current issued shares of the Company.
More than 30 percent of all of current issued shares of this
company are held by CRC and/or its involved person.
(2) Rainbow Confidence Holding Company Limited is one of the
major shareholders of the Company by holding ordinary shares in
the amount of 18,827,199 shares, equivalent to approximately
12.71 percent of all of current issued shares of the Company,
currently. More than 30 percent of the current all issued
shares of this company are held by CRC and/or its involved
person.
Currently, such connected and involved persons hold the shares
in the Company in total for 70,424,172 shares, equivalent to
approximately 47.56 percent of all of current issued shares of
the Company currently, or approximately 4.76 percent of all
issued shares of the Company after the capital increase.
After receipt of the CRC Support Shares for the amount of
370,220,377 shares by CRC and/or the designated person(s) of
CRC, it would cause changing of such connected and involved
persons' shareholding ratio in the Company from the existing
ratio of approximately 4.76 percent to be approximately 29.76
percent of all issued shares of the Company after the capital
increase.
Nevertheless, the Business Reorganization Plan of the Company
requires that CRC and/or the designated person(s) of CRC shall
transfer conditionally all of the CRC Support Shares so received
to the Unsecured Financial Creditors of the Company as
prescribed in the Business Reorganization Plan.
The Unsecured Financial Creditors shall amortizingly release all
of such shares from the conditional transfer to CRC and/or the
designated person(s) of CRC in the event the Company makes
repayment under the Notes to be issued by the Company to the
Noteholders pursuant to the terms and conditions as prescribed
in the Business Reorganization Plan.
ROBINSON DEPARTMENT: Reports Capital Increase
---------------------------------------------
Robinson Department Store Public Company Limited reports the
capital increase and share allotment of the Company as follows:
Capital Increase
By virtue of the business reorganization plan of the Company
that has already been approved by the Central Bankruptcy Court
on 20 December 2000 (Business Reorganization Plan) and with
respect to the Court's order on 1 May 2001, it is required that
the registered capital of the Company shall be increased in
addition for Bt13,327,933,590 from the existing registered
capital of Bt1,480,881,510 to be Bt14,808,815,100 by way of
issuing 1,332,793,359 new ordinary shares which have a par value
of Bt10 per share.
Share allotment
The Business Reorganization Plan of the Company prescribes that
1,332,793,359 capital increase shares which have a par value of
Bt10 per share totaling Bt13,327,933,590, shall be allotted as
per the following details:
Detail of allotment
The Company shall allocate the capital increase shares by
way of private placement i.e. to specific investors of not
exceeding 35 persons and/or to the institutional or qualified
investors pursuant to the Notification of the Securities and
Exchange Commission No. GorJor.12/2543, re: procedures in
relation to the application for offering of new shares and its
permission, dated 22 March 2000, as specified in the business
reorganization plan.
Approval for capital increase/Allotment of shares to related
regulatory bodies and approval steps
- Proceed with registration of the capital increase at the
Commercial Registration Department, Ministry of Commerce.
- Proceed with applying for approval to issue and offer the
ordinary shares pursuant to the Management Incentive Ownership
Program with the Office of Securities and Exchange Commission.
Purpose of the capital increase and use of proceeds
- Complying with the terms and conditions of the Business
Reorganization Plan of the Company.
Company benefits from the capital increase/Share allotment
- It would be deemed that the Company complies with terms and
conditions of the Business Reorganization Plan.
Shareholder benefits from the capital increase/Share allotment
- The holder of new ordinary shares will possess the same rights
and status with the existing shareholders.
Schedule for capital increase/Share allotment
The following proceeding shall be processed as soon as
possible:
- Registration with the Commercial Registration Department,
Ministry of Commerce, for the reduction of the registered
capital by way of canceling the unissued shares of the Company
and the increase of the registered capital of the Company.
- Applying for the approval from the Office of Securities and
Exchange Commission to issue and offer the ordinary shares
pursuant to the Management Incentive Ownership Program.
MODERN PLASTIC: Sale Of Core Assets Scheduled
---------------------------------------------
According to the Rehabilitation Plan of Thai Modern Plastic
Industry Pcl (TMP), which was approved by the creditors meeting
on 30 March 1999 and by the Court on 20 April 1999, it is
provided that the TMP's assets be sold and the proceeds,
therefore, be distributed to the creditors.
In addition, on 26 November 1999, the Civil Court approved the
Plan Administrator to sell all of TMP's assets.
As a result, Thai Modern Plastic Industry Public Company Limited
by South Sathorn Planners Co., Ltd., the Plan Administrator, and
Eastern Polymer Industry Co., Ltd. signed the Agreement for
Acquisition of Asset on 15 June 2001.
The sale of assets will be completed on 17 August 2001 or any
date to be agreed by both. The Plan Administrator will inform
the SET of the actual completion date later.
Once the sale of assets becomes effective, it will result in TMP
discontinuing its operations due to the fact that the sold
assets are the core assets, which are necessary for the business
operation.
The Plan Administrator, South Sathorn Planners Company Limited,
will arrange the proceeds from sale to repay the creditors of
TMP under the Plan afterwards.
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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Copyright 2000. All rights reserved. ISSN: 1520-9482.
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