/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010718.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, July 18, 2001, Vol. 4, No. 139 Headlines A U S T R A L I A ALPHA HEALTHCARE: Removal From Official List Scheduled HASKINS CONTRACTORS: Enters Voluntary Administration INSURANCE MY WAY: Nears Completion Of Restructuring ISP LIMITED: AHT Takes 11% Of Issued Capital JOYCE CORPORATION: Three Directors Resign MTM ENTERTAINMENT: Babcock & Brown Raises Interest NORMANS WINES: Reports Record Crush ONE.TEL LIMITED: Creditors To Meet Tuesday OPTECOM LIMITED: Trading Suspension Lifted PMP LIMITED: Hunter Hall Changes Holding C H I N A & H O N G K O N G NAM FONG: Appoints New Executive Directors PROFIT CONFORT: Winding Up Petition Slated For Hearing WELL PERFECT: Winding Up Petition To Be Heard I N D O N E S I A BANK INTERNASIONAL: Owes Bentala Coal Rp500B Due To Lawsuit J A P A N MATSUSHITA ELECTRIC: Tech Slowdown Spark Losses K O R E A DAEWOO MOTOR: Suppliers To Get W122.7B From KDB HYUNDAI MOTOR: Issuing $110M Bonds HYUNDAI PETROCHEM: Creditors To Finalize Bailout Package KOHAP LIMITED: Court Receivership Looks Likely LG INDUSTRIAL: Sells Stake In Finance Unit M A L A Y S I A FEDERAL FURNITURE: Winding Up Petition On Unit Withdrawn ISUTA HOLDINGS: SC OKs Revisions To Proposed Debt Workout KELANAMAS INDUSTRIES: Authorizes Hwang DBS To Appeal Application MAN YAU: Hearing Date For Application Yet To Be Set PANGLOBAL BERHAD: Bank Negara Approves Composite Scheme RAHMAN HYDRAULIC: Explains Auditors' Report P H I L I P P I N E S RFM CORP: Clarifies Reports Re Pepsi's Offer URBAN BANK: Clarifies Reopening Schedule VITARICH CORP: Amends Debt Workout Deal With Creditor Banks S I N G A P O R E ACMA LIMITED: EGM To Decide On Assets Charging GOLDEN AGRI: AGM On July 31 GOLDEN AGRI: Reports Update On Financial Position T H A I L A N D EASTERN STAR: Clarifies Disposal Of Shares By Sunrise Properties EMC PUBLIC: Reports Court Order Re Capital Increase PRECISO PRO: Reorganization Petition Moved To Bankruptcy Court SANYO UNIVERSAL: Delisting Viewed As Way To Aid Reorg Plans THAI ELECTRONIC: Pays Interest To Creditors - - - - - - - - ================= A U S T R A L I A ================= ALPHA HEALTHCARE: Removal From Official List Scheduled ------------------------------------------------------ Alpha Healthcare Limited (the Company) will be removed from the official list of Australian Stock Exchange Limited at the close of trading on Thursday, 19 July 2001, following compulsory acquisition by Ramsay Centauri Pty Ltd under its takeover offer. Security Code: ALA HASKINS CONTRACTORS: Enters Voluntary Administration ---------------------------------------------------- Haskins Contractors, a Canberra-based building company, went into voluntary administration on July 6, 2001, owing to financial difficulties resulting from a legal battle with Sydney Airports Corporation, Australasian Business Intelligence reported over the weekend, citing Administrator Frank Lo Pilato of RSM Bird Cameron. Pilato, however, stressed his confidence that the company would be able to continue its trading and fulfill all of its contractual obligations, the reports said. INSURANCE MY WAY: Nears Completion Of Restructuring --------------------------------------------------- The restructuring program of IMW and Insurance My Way Australia Pty Ltd is nearly complete, as only the final documents have yet to be signed. The final details in respect to the restructure can now be provided. IMW repaid a total of $3,200,000 of the loan funds to Secutitas IMW Ltd and entered into an agreement to convert the balance of $1,100,000 to equity on the terms as previously announced. The payment left the Company with no outstanding debt in the form of loans but also significantly decreased the Company's short-term available cash. IMW has significantly decreased its cash burn over the course of the last few months, due to redundancies and the restructuring. Insurance My Way Australia Pty Ltd, a wholly owned subsidiary of IMW was generating a small volume of revenue through its e- Referral business and as previously disclosed, IMW considered that it was appropriate to offer an incentive in the form of equity to key management in that business to enable it to move forward. The intention was to develop a more efficient business model in that area where those parties working in the business on a day- to-day basis had ownership and responsibility. For this reason, IMW has restructured this subsidiary by transferring all assets and intellectual property held by the subsidiary to IMW (the final agreements when signed will effect this), other than the e-Referral business and granted 39 percent interest to the key employees, IMW retains a 61 percent interest in the subsidiary. In turn, IMW has forgiven the inter-company loan to the subsidiary. The objective of IMW in restructuring the subsidiary in this way was to hold all intellectual property rights and retain a controlling interest and upside in the e-Referral model. The e-Referral business has now moved location to a low cost environment and has changed its name to Wealth Protection Solutions Pty Ltd (WPS). WPS provides a range of life insurance and income protection insurance products to financial planners, accountants and the public and is also responsible for processing and fulfilling all the applications on the IMW website. IMW and WPS no longer transact general insurance and have chosen to focus exclusively on Life insurance and income protection insurance. If WPS is successful in reaching certain milestones, IMW will be diluted to 51 percent with the further 10 percent in WPS being transferred to the General Manager of WPS. As a result of the restructure, IMW is carrying out a three-step strategy being: 1. majority ownership in WPS and therefore the upside exposure to the e-Referral business; 2. licensing and or sale of the insurance quoting software; 3. Investigating new opportunities, predominantly in the insurance, financial services and technology sectors. The Board of Directors of the Company looks forward to adding value to its shareholders through being successful in our endeavors, says Managing Director T Wise. ISP LIMITED: AHT Takes 11% Of Issued Capital -------------------------------------------- Australian Heritage Group Limited (AHT) advised it was part of the investor syndicate that succeeded in obtaining control of ISP Limited after its offer was accepted by creditors and the administrators on 12 July 2001. AHT made an investment of $50,000 and, following implementation of the terms of the offer, but prior to any further capital raisings anticipated for ISP Limited, AHT will own approximately 11 percent of the issued capital of ISP Limited. ISP Limited will seek a lifting of the suspension on its trading securities imposed by ASX and will then focus on reinvigorating its mineral exploration portfolio assets with a view to expanding its exploration business over time. JOYCE CORPORATION: Three Directors Resign ----------------------------------------- The Board of Joyce Corporation Ltd advises that the resignations of D P Buckland, I R Carre and P Smetana as directors of the Company were accepted, effective yesterday. Joyce Corporation was placed into receivership on May 4, with debts totaling A$65 million. It owed A$30 million to secured creditors Westpac/Challenge and ANZ. MTM ENTERTAINMENT: Babcock & Brown Raises Interest -------------------------------------------------- Babcock & Brown Group increased its relevant interest in MTM Entertainment Trust on 16 July 2001, from 35,705,587 ordinary units (44.63 percent) to 36,552,151 ordinary units (45.69 percent). NORMANS WINES: Reports Record Crush ----------------------------------- Normans Wines Limited announces that it has crushed a total of 24,900 tons from the 2001 vintage, including its largest crush ever at its Clarendon winery of 3,700 tons. The record crush at Clarendon comes at a time when Normans premium wines have been recognized internationally with outstanding wine show success. Normans has received six gold medals and one silver in the international 2001 InterVin awards in Toronto, Canada. The result is considered particularly impressive, given that Normans only entered seven wines. In addition to outstanding individual achievements for all wines presented by Normans, the company was awarded a prestigious Andrew Sharp Award of Excellence. This award is presented only to exceptional wineries to salute their consistency and excellence when they have received a minimum of five gold medals in the same competition. Awards for Normans Wines at InterVin 2001 included: Gold: 1998 Chais Clarendon Cabernet Sauvignon 1998 Chais Clarendon Shiraz 1998 Old Vine Grenache 1999 Old Vine Grenache 1999 Old Vine Shiraz 1999 Encounter Bay Shiraz Silver: 2000 Adelaide Hills Chardonnay Normans Wines last entered InterVin in 1999, when it was awarded an identical number of gold and silver awards to 2001. Commenting on the winery's strong showing, Normans Wines Chief Winemaker Ms Rebecca Kennedy, said she was particularly pleased that the majority of wines awarded had been created using Normans' own grapes. "We are honored to be recognized for the quality of our wines, particularly to be one of a very select few to receive an Andrew Sharp award." "The awards are tribute to our exceptional viticulturists and winemakers and we are very pleased to receive awards for our Grenache, Cabernet Sauvignon and Chardonnay in addition to our traditionally strong Shiraz line." During the past 15 years, InterVin has gained international recognition and stature for its focus on helping consumers identify exceptional wines and value. On other matters, the negotiations for the proposed merger with Xanadu continue with a further extension to 20 July 2001 agreed upon and the proposed sale of the Monash winery is also progressing with several parties interested. Normans has also experienced an oversupply of commercial Riverland red wine in the industry generally, that has seen prices for these wines fall heavily on the domestic bulk wine market over the last few months. Normans has traditionally relied heavily on sales of bulk wine for its profitability and this has been impacted by the current oversupply situation. ONE.TEL LIMITED: Creditors To Meet Tuesday ------------------------------------------ Creditors of failed telecommunications company One.Tel Limited are scheduled to meet Tuesday next week to decide on the fate of the company and to consider the recommendation of the voluntary administrators to wind up One.Tel, news.com.au reported Monday. Creditors at the meeting will weigh the options of whether to terminate the Ferrier Hodgson's administration, or execute a deed of company arrangement. The latter, according to Steve Sherman and Peter Walkers, the administrators, has not been proposed, the report says. Sherman and Walkers, however, remarked that the ending of the administration would not be favorable to the company's creditors since the company would be handed over to its board of directors. They said, "The interests of creditors and the distribution of available assets to creditors are best protected through the winding up of the company." One.Tel was placed under voluntary administration on May 29, with debts of over $600 million. OPTECOM LIMITED: Trading Suspension Lifted ------------------------------------------ The suspension of trading in the securities of Optecom Limited (the Company) was lifted immediately following the Company's announcement on Friday, 13 July 2001 of its proposed acquisition of Ambri Pty Limited. In accordance with ASX's requirements for compliance with chapter 11 of the listing rules and the Company's proposed timetable, it is expected that the Company's securities will be suspended from official quotation at the close of trading on Friday, 17 August 2001. If shareholders approve the proposed acquisition of Ambri Pty Limited on Thursday 23 August 2001, it is expected the Company's securities will remain suspended from official quotation until the Company has complied with chapters 1 and 2 of the listing rules. Security Code: OPT PMP LIMITED: Hunter Hall Changes Holding ---------------------------------------- Hunter Hall Investment Management Limited changed its relevant interest in PMP Limited on 9 July 2001 to 19,314,040 ordinary shares (7.63 percent). ================================ C H I N A & H O N G K O N G ================================ NAM FONG: Appoints New Executive Directors ------------------------------------------ Nam Fong International Holdings Limited (the Company) announce that Zhai Zhiming, Liang Kaiming, Michael Wu, Liang Luan, Chen Jiyao, and Zeng Haipeng have been appointed as Executive Directors of the Company. The appointments will take effect from 2 August 2001. Meanwhile, the Company is still in negotiations with a creditor who filed a suit against the Company for a claim of HK$18.21 million. PROFIT CONFORT: Winding Up Petition Slated For Hearing ------------------------------------------------------ The petition to wind up Profit Confort Investment (Hong Kong) is scheduled to be heard before the High Court of Hong Kong on September 5, 2001 at 9:30 am. The petition was filed with the court on June 20, 2001 by Chung Wah of Mezzanine Floor, 32A Staunton Street, Central, Hong Kong. WELL PERFECT: Winding Up Petition To Be Heard --------------------------------------------- The petition to wind up Well Perfect Holdings Limited is scheduled for hearing before the High Court of Hong Kong on August 29, 2001 at 9:30 am. The petition was filed with the court on June 14, 2001 by Sin Hua Bank, Limited, a banking corporation duly incorporated under the laws of the People's Republic of China and having branch office at No. 2A Des Voeux Road Central, Hong Kong. ================= I N D O N E S I A ================= BANK INTERNASIONAL: Owes Bentala Coal Rp500B Due To Lawsuit ----------------------------------------------------------- Chief Presiding Judge Subardi of Central Jakarta District Court has issued a verdict requiring Bank Internasional Indonesia (BII) pay Rp500 billion to PT Bentala Coal Mining after the court rejected BII's bankruptcy lawsuit against Bentala, AFX- Asia reported Monday. Subardi said the bankruptcy lawsuit has caused Bentala Coal to suffer losses, such as the cancellation of a planned US$30 million investment in the company by a French firm, and Tanjung Jati B's withdrawal of orders for Bentala coal. "Bentala Coal's total losses related to the case amounted to about Rp977 billion," Subardi added. ========= J A P A N ========= MATSUSHITA ELECTRIC: Tech Slowdown Spark Losses ----------------------------------------------- Matsushita Electric Industrial plunged into the red during the April-June quarter with a net operating loss of some Y20 billion. A global information-technology slowdown slashed sales for Matsushita. Last year, Matsushita Electric spearheaded a group-wide restructuring program, which consisted of rigorous streamlining measures. ========= K O R E A ========= DAEWOO MOTOR: Suppliers To Get W122.7B From KDB ----------------------------------------------- Cash-strapped component suppliers of insolvent Daewoo Motor will be receiving a rescue funding plan worth W122.7 billion from the state-run Korea Development Bank (KDB), The Digital Chosun reports Tuesday, citing the Ministry of Commerce, Industry and Energy (MOCIE). The plan, according to an official at MOCIE, is aimed to ease the liquidity crisis of the Korean automaker's suppliers resulting from Daewoo's placement under court control in November 2000, Chosun says. Statistics show that of Daewoo's 488 primary suppliers, 23 were bankrupt as of July, the report says. HYUNDAI MOTOR: Issuing $110M Bonds ----------------------------------- Hyundai Motor Company is set to issue five-year unsecured corporate bonds Wednesday worth $110 million at a yield of 7.8 percent, the proceeds of which will be used for operations, The Asian Wall Street Journal reported yesterday. The bonds have been rated Ba2 by Moody's Investors Service Inc. and BB by Standard & Poor's. Salomon Smith Barney will be lead-managing the issue. HYUNDAI PETROCHEM: Creditors To Finalize Bailout Package -------------------------------------------------------- Creditors of Hyundai Petrochemical Company are set to finalize the planned bailout package for the company by Wednesday, which was approved by the creditors late last month, worth W622.1 billion, The Asian Wall Street Journal reported Monday, citing a Hanvit Bank official. Under the bailout package, the limit for letters of credit for the company will be extended by another $250 million. Also, the package will call for the extension of new loans amounting to W85 billion, and a rollover of maturing loans by end of October, the newspaper says. The Hanvit official also said the creditors would take over the management of Hyundai Petrochemical within the month of October, the newspaper says. KOHAP LIMITED: Court Receivership Looks Likely ---------------------------------------------- Kohap Limited, a leading textile producer, is likely to drop out of a creditors' workout program and fall into court receivership, since creditors rejected the normalization proposal presented by Hanvit Bank, the company's largest creditor, The Digital Chosun reported yesterday. Creditors also ditched a proposed rescue plan for the ailing textile maker, which would call for, among others, asset disposal, particularly its business divisions, and rescheduling of debts. Creditors have granted the company a bankrolling of W2.7 trillion in debt-for-equity swaps and fresh loans, since the workout schemes were adopted in November of 1998, the report says. LG INDUSTRIAL: Sells Stake In Finance Unit ------------------------------------------ LG Industrial Systems has sold its 11.89 percent stake, comprised of 8.32 million shares, in LG Capital to Cherry Stones for W34,961 per share or a sum of W291.1 billion, The Digital Chosun reported Tuesday. Cherry Stones is an investment arm of Credit Suisse First Boston (CSFB). The proceeds from the stake sale will be used to cut the company's debts owed to financial institutions to W735 billion from W1.03 trillion, the report says. The company has been experiencing difficulty in its debt servicing since its merger with debt-saddled LG Metal took effect in April 1999. =============== M A L A Y S I A =============== FEDERAL FURNITURE: Winding Up Petition On Unit Withdrawn -------------------------------------------------------- Federal Furniture Holdings (Malaysia) Berhad announces that the winding-up petition served on its subsidiary company, Federal Furniture Industries Sdn Bhd (FFI), as announced to the KLSE on 1 March 2001, was withdrawn 4 July 2001. The petition withdrawal came following an agreement by FFI to repay the alleged debt by seven equal installments commencing 30 July 2001. FFI has tendered the payments to its solicitors today in compliance with this agreement. Profile The Group's involvement in the furniture industry began 30 years ago as a small family concern under the stewardship of Choy Fook On. The Group has three principal operating business units consisting of manufacturing and export of furniture, trading and retailing of furniture and renovations and interior fit-outs. The manufacturing and export division manufactures wooden dining sets and case goods for the export markets. The plant, which is located in Banting, has a capacity to produce about 40, 40-foot containers a month. The export markets are the US, Korea, Japan, UK, Ireland, Singapore, Greece, Russia, Germany and Turkey. The trading operations source furniture products consisting mainly of dining sets, bedroom sets, antique reproductions and outdoor furniture for customers in the US and Europe. These products are sourced from manufacturers in Malaysia, China and Indonesia. Retailing operations have a showroom in the Klang valley that specialize in home interior design and renovations and retailing of high-end furniture, light fittings and fabric for home furnishings. The renovation and interior fit-out operations carry out renovations and interior fit-outs of hotels and corporate offices in the private and government sectors. The main market for this division is in Malaysia although it has recently secured projects overseas. The operations also import high-end Italian office and home furniture for the local market. The Company had on 28 June 2000, obtained bilateral short term loan (STL) facility agreements with the guarantor banks for its 5-year 2.5 percent redeemable bank guaranteed bonds 1995/2000 amounting up to RM40 million, for the purpose of redeeming the bonds upon maturity on 29 June 2000. Subsequently, a proposed fund raising and debt restructuring exercise involving the Company and some financial institution lenders of the Company, shall be undertaken. ISUTA HOLDINGS: SC OKs Revisions To Proposed Debt Workout --------------------------------------------------------- Isuta Holdings Berhad (IHB) related the Securities Commission (SC) approved the following revision in the Company's proposed debt restructuring: (a) Revision to the number of shares to be issued pursuant to the Proposed Special Issue to 30,030,878 new IHB shares, as proposed; (b) Revision to the number of shares to be privately placed/offered by the Offerors pursuant to the Private Placement/Offer for Sale to 32,500,000 IHB shares, as proposed; (c) Amendment to condition 2(iii)(a) of the SC's letter dated 22 February 2001 whereby IHB is required to provide a statutory declaration that it will endeavor to obtain all relevant approvals within six months from the issuance of the Circular, instead of the issuance of the Abridged Prospectus; and (d) Extension of time for completion of the Proposals to 10 September 2001. KELANAMAS INDUSTRIES: Authorizes Hwang DBS To Appeal Application ---------------------------------------------------------------- Kelanamas Industries Berhad (KIB) announces the Company has authorized Hwang DBS Securities Berhad, on behalf of the Board of KIB, to make an appeal application pertaining to the Proposed Rescue/Restructuring Scheme to the Securities Commission (SC). The appeal application was submitted on 14 July 2001 for the SC's re-consideration. MAN YAU: Hearing Date For Application Yet To Be Set --------------------------------------------------- Man Yau Holdings Berhad on 13 July 2001 revealed the Company and its subsidiary, Wang Corporation Sdn Bhd made an application on 11 July 2001 to the High Court for an extension of Restraining Order under Section 176(10) of the Companies Act, 1965. This extension will expire on 16 July 2001. The date of hearing for the application has yet to be determined by the High Court. Background The Man Yau Holdings (MYH) Group produces plastic parts and components for audio equipment, electronic products and electrical equipment. About 95 percent of the Group's products are sold directly to MNCs and the balance 5 percent to OEMs for export to the US. In 1995, the Group diversified into the manufacture of rubber latex examination gloves and property development and in 1997 into private education. Currently, the Company is seeking to resolve its cash flow problems via a reverse take over agreement involving the acquisition of Applied Business Systems Sdn Bhd (ABSSB), capital reduction and consolidation or reconstruction and debt restructuring. For this purpose a restraining order has been obtained under Section 176(10) valid for three months from 16 October 2000. Construction of a building at Northam Road, Penang, under a new financial package is meanwhile due for completion at the end of year 2000, and the plastics manufacturing activities are operational on a limited scaled down basis. PANGLOBAL BERHAD: Bank Negara Approves Composite Scheme ------------------------------------------------------- Panglobal Berhad (PGB) announce that Bank Negara Malaysia (BNM) has approved the Proposed Composite Scheme via its letter dated 12 July 2001 subject to the following conditions: a) pursuant to S 69 of the Insurance Act 1996, one of the Scheme Creditors will have to dispose of the PGB shares within 1 year from the date of exercising its right to convert its holdings of Redeemable Convertible Loan Stocks to PGB shares, if exercised. The said Scheme Creditor is also required to make an application to BNM in respect of the disposal of PGB shares; b) in view of the proposed merger between PanGlobal Insurance Berhad (PGIB) and Progressive Insurance Berhad, BNM will consider the disposal of PGIB separately. BNM has advised it will only consider the Proposed Private Placement after the acting parties have been identified. RAHMAN HYDRAULIC: Explains Auditors' Report ------------------------------------------- Referring to the letter from the Kuala Lumpur Stock Exchange (KLSE) dated 29 June 2001 requesting explanations on the qualifications stated in the Auditors' Report of the Company's Annual Report for 1997, 1998 and 1999, the Special Administrators of Rahman Hydraulic Tin Berhad (RHTB) state that the above Auditors' Reports dated 15 February 2000 were issued prior to their appointment as Special Administrators of the Company. The Administrators are unable to provide first hand explanation on the qualifications made in the reports. However, they have made due enquiries of the same with the Auditors, Company Secretary and the Group Financial Controller of the Company and are pleased to summarize below the explanations gathered on the qualified Auditors' Report. 1. Qualification on going concern The financial statements of the Group and Company for the financial years ended 31 December 1997, 1998 and 1999 were prepared on a going concern basis despite their current liabilities position and deficit in stockholders' funds for all three years. As the Company was then still in the process of working out a debt restructuring scheme, the auditors did not have sufficient information to enable their assessment of the viability of the scheme. The concerns were compounded with the appointment of a Receiver and Manager by MBf Finance Berhad and MBf Leasing Sdn Bhd (collectively referred to as MBf Lenders) on the Company's freehold estate on 27 May 1998 subsequent to the Company's default in payment of the syndicated term loan provided by the MBf Lenders and the suspension of the Company's share counter on the Kuala Lumpur Stock Exchange on 4 June 1998. In the absence of a viable restructuring scheme at that material time, the auditors were unable to assess the validity of the directors' assumptions concerning the Group and Company's status as a going concern and have therefore qualified their reports accordingly. 2. Qualification on shares acquired in a listed corporation Pursuant to Section 132C(1)(a) of the Companies Act, 1965, the Company's acquisition of 56,000,000 ordinary shares in Kuala Lumpur Industries Holdings Berhad in 1997 constituted a transaction that was of substantial value which requires members' approval at a general meeting before effecting the transaction. The Company has not obtained approval of the transaction from members. 3. Qualification on the outcome of claims made by the Board of Directors pertaining to the validity of the syndicated term loan The auditors were unable to determine the outcome of the claims made by the Board of Directors at the material time pertaining to the validity of the syndicated term loan. 4. Qualification on the completeness of minutes and resolutions kept by the Company and its subsidiary companies, namely Rahman Hydraulic Development Sdn Bhd and Healthcare Gloves Sdn Bhd The present company secretary, PFA Corporate Services Sdn Bhd (PFA) ceased to be the secretarial agents of RHTB and its subsidiaries in June 1998 and were subsequently re-appointed in October 1999. During this intervening period, KLI Management Sdn Bhd was appointed as the secretarial agent. Upon the reappointment of PFA, a secretarial review of the statutory records on the RHTB Group was carried out by PFA which revealed that there were some missing copies of the Directors' Circular Resolution (DCR) and discrepancy in the statutory records handed over to PFA. Upon due enquiries and cross-referencing with the auditors, PFA's findings were confirmed. As a result, the auditors have qualified their reports with regards to the completeness of minutes and resolutions kept by the Company. As for RHTB's subsidiary companies, namely Rahman Hydraulic Development Sdn Bhd and Healthcare Gloves Sdn Bhd, two minute books of the said companies were not handed over to PFA when they were re-appointed as secretarial agents of both companies in October 1999. As a result, the auditors have qualified their reports with regards to the completeness of minutes and resolutions kept by Rahman Hydraulic Development Sdn Bhd and Healthcare Gloves Sdn Bhd. The aforesaid Minute Books were subsequently returned to RHTB's office on 29 February 2000 and upon review, some of the DCR were not in the records. 5. Qualification on validity of certain expenses amounting to RM2,085,000 incurred during the financial year ended 1999 According to the auditors, the management of RHTB at the material time was not able to provide them with sufficient information and documentary evidence relating to expenses amounting to RM2,085,000 which were paid out by one of RHTB's subsidiary companies, Rahman Hydraulic Development Sdn Bhd. ===================== P H I L I P P I N E S ===================== RFM CORP: Clarifies Reports Re Pepsi's Offer -------------------------------------------- This is with reference to a news article entitled "Pepsi firms up offer to buy Cosmos" published in the 13 July 2001 issue of the Philippine Daily Inquirer. The article reported that "... Pepsi Co. has teamed up with the Carlyle Global Investment Group in a bid to edge out rival San Miguel Corp. in the race to take over profitable bottler Cosmos Bottling Corp. ... Instead of simply entering into a joint venture with RFM by acquiring a minority stake in Cosmos, the sources said Pepsico was now keen on buying out RFM's entire 85-percent stake as well. ..." RFM Corporation (RFM) stated: "We wish to reiterate that the company continues to receive expressions of interest in Cosmos from a number of potential investors. But at this time, no agreement has been reached, and therefore no details as to deal structure, purchase price of the shares, the non-compete value, etc. could be disclosed at the moment." URBAN BANK: Clarifies Reopening Schedule ---------------------------------------- A news article was captioned "GMA leads Urban Bank reopening" and published in the 6 July 2001 issue of the Philippine Star. The article reported that "President Arroyo will lead today's ceremonial reopening of Urban Bank". The Philippine Deposit Insurance Corporation (PDIC) clarified that: "We understand that everybody is eager to get UBI/UII reopened. However, we wish to clarify that as earlier announced, the memorandum of agreement on the rehabilitation of Urban Bank is still expected to be signed within this week. "Thereafter, there are turnover activities to be done. The reopening of the bank is scheduled to take place within August." VITARICH CORP: Amends Debt Workout Deal With Creditor Banks ----------------------------------------------------------- Vitarich Corporation revealed that on 10 July 2001, the Company and the Creditor Banks formally agreed to amend the debt restructuring agreement. The Creditor Banks approved the Company's request to accelerate payments by way of restructuring the P1.005 billion convertible notes, plus the accrued interest of P150 million as of 30 September 2000 into a term loan and revolving credit line, to wit: a. A portion of the convertible notes in the amount of PhP655 million inclusive of the P150 million accrued interest shall be converted into a term loan, with the following terms and conditions: Effective Date: 1 October 2000 Term: 7 years inclusive of 2 years grace period Interest Payment: no grace period, payable quarterly Interest Rate: first two years 10 percent per annum Next two years 12 percent per annum Fifth year 14 percent per annum Last two years 91-day T-bill rate+2%per annum Principal payment: payable in 21 quarterly amortization starting at the end of the 8th quarter from effectivity date 1st year - 5 percent 2nd year to 4th - 10 percent 5th year - 15 percent balance - 50 percent b. The remaining balance of P500 million of the convertible note portion of the restructured debts shall be converted into a revolving credit line with the following terms and conditions: Effective: 1 October 2000 Interest Rate: 91-day T-bill rate plus 2 percent per annum, subject to re-pricing every 90 days. Interest Payment: quarterly Term: For as long as the utilization of the line is properly handled by the Borrower, as determined by the Creditors Committee, the Creditors agree to renew the Credit Line for the duration of the restructuring period Mode of Availment: Short-term PNs/LC-TR ================= S I N G A P O R E ================= ACMA LIMITED: EGM To Decide On Assets Charging ---------------------------------------------- The Extraordinary General Meeting (EGM) of Acma Limited (the Company) will be held at 17 Jurong Port Road, Singapore 619092 on 30 July 2001 at 4.00 p.m. (or as soon thereafter as the extraordinary general meeting of our Company with respect to the Rights Issue to be held at 3.30 p.m. on the same day and at the same place is concluded or adjourned). The EGM is convened for the purpose of considering and, if thought fit, passing with or without any modifications the following ordinary resolution: Ordinary Resolution The proposed CHARGE OF ALL ASSETS AND UNDERTAKINGS OF THE COMPANY 1.1 That the Company obtains: 1.1.1 a bridging loan of $50 million from Overseas Union Bank and Malayan Banking Berhad (OUB and Maybank respectively) to bridge finance the payment of the $100 million bonds due on 1 August 2001 (the "Bonds 2001") pending the receipt of the proceeds of the Rights Issue which will be applied towards part payment of the Bonds 2001 (the Bridging Loan); and 1.1.2 a five (5) year term loan facility of $50 million from OUB and Maybank to part refinance the payment of the Bonds 2001 (the Term Loan), on the terms and conditions of OUB's and Maybank's offer letters dated 24 May 2001 and 18 June 2001 respectively, upon the security of a debenture creating a fixed and floating charge over all the assets and undertakings of the Company (the First Debenture which expression shall include such mortgages, charges, assignments, pledges or transfers, over all or any of the Company's property now belonging to or which may hereafter be acquired by or belong to the Company, pursuant to the debenture). 1.2 That the banking facilities (other than those referred to in Resolution 1.1 above) extended or to be extended by OUB, Maybank, Citibank N.A., United Overseas Bank Limited and such other banks as the Directors may agree, to the Company and/or certain of its subsidiaries, in aggregate amounting to not more than $123 million, be secured by a debenture of a fixed and floating charge over all the assets and undertakings of the Company (the Second Debenture, which expression shall include such mortgages, charges, assignments, pledges or transfers over all or any of the Company's property now belonging to or which may hereafter be acquired by or belong to the Company, pursuant to the debenture). 1.3 That pursuant to Section 160 of the Companies Act, Cap. 50, approval be and is hereby granted for the charging of all the assets and undertakings of the Company by way of the First Debenture and the Second Debenture. 1.4 That it is in the interests of the Company to enter into or continue the aforesaid financing agreements and to execute the First Debenture, the Second Debenture and such other security documents as security thereto (collectively, the Transaction Documents). 1.5 That the Company would derive corporate benefit from its entry into, and the performance of its obligations under, the Transaction Documents. 1.6 That the Company do enter into the Transaction Documents and that any Director be authorized and empowered on behalf of the Company to sign and execute the Transaction Documents and all other documents in relation thereto (including but not limited to the affixation of the Common Seal of the Company in accordance with the Articles of Association of the Company). 1.7 That any Director be authorized to do all such acts and things and sign and execute: 1.7.1 (if applicable) all forms to be registered with the Registry of Companies and Businesses, the Singapore Land Authority or with any other governmental or regulatory authority in Singapore or elsewhere in relation to the Transaction Documents; 1.7.2 all notices and communications required or permitted to be given by or on behalf of the Company under or for the purposes of any of the Transaction Documents; and 1.7.3 any other document deemed by him to be incidental to, ancillary to or expedient in connection with any of the Transaction Documents. 1.8 That any of the Directors be authorized in his absolute discretion to approve any amendment, alteration, variation or modification to any of the Transaction Documents, and that the sealing or signing thereof or of a copy thereof be conclusive evidence of such approval. GOLDEN AGRI: AGM On July 31 --------------------------- The Annual General Meeting of Golden Agri-Resources will be held at Marina Mandarin Hotel, Orion 1-2, Level 2 at 6 Raffles Boulevard, Marina Square, Singapore 039594 on Tuesday, 31 July 2001 at 9:30 a.m. for the following purposes: As Ordinary Business 1. To receive and adopt the Audited Statement of Accounts for the year ended 31 December 2000 together with the Directors' and Auditors' Reports thereon. 2. To approve the Directors' Fees of S$80,000 for the year ended 31 December 2000. 3. To re-elect the following Directors pursuant to Article 90 of the Articles of Association of the Company: a) Franky Oesman Widjaja b) Yee Foon Leung Dat Wan c) Gabriel Seeyave d) Willie Sia Siew Kiang 4. To re-appoint Arthur Andersen as Auditors of the Company and to authorize the Directors to fix their remuneration. As Special Business 5. To consider and, if thought fit, to pass with or without any amendments the following ordinary resolution: "That pursuant to the Companies Act, 1984 and the Articles of Association of the Company, the Directors of the Company be and are hereby authorized to issue and allot (including the issue and allotment of shares pursuant to offers, agreements or options made or granted by the Company while this authority remains in force) or otherwise dispose of shares in the Company (including making and granting offers, agreements and options which would or which might require shares to be issued, allotted or otherwise disposed of) at any time, whether during the continuance of such authority or thereafter, to such persons, upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit without first offering such shares to the members of the Company provided that the aggregate number of shares to be issued pursuant to this Resolution shall not exceed fifty percent (50%) of the issued share capital of the Company for the time being, and provided further that where members of the Company with registered addresses in Singapore are not given an opportunity to participate in the same on a pro-rata basis, then the shares to be issued under such circumstances shall not exceed twenty percent of the issued share capital of the Company for the time being." 6. To consider and, if thought fit, to pass with or without any amendments the following ordinary resolution: a) "That pursuant to Chapter 9A of the Listing Manual of the Singapore Exchange Securities Trading Limited, approval be and is hereby given to the Company, its subsidiaries and target associated companies or any of them to enter into any of the transactions falling within the types of Interested Person Transactions set out in the Company's Circular relating to the revisions to, and renewal of, mandate for transactions with Interested Persons dated 14 June 2000 (the "Circular"), with any party who is of the class of Interested Persons described in the Circular, provided that such transactions are conducted on commercial terms which are not prejudicial to the interests of the shareholders of the Company and in accordance with the guidelines of the Company for Interested Persons Transactions as set out in the Circular"; b) "That such approval shall, unless revoked or varied by the Company in general meeting, continue in force until the next Annual General Meeting of the Company"; and c) "That the Directors of the Company be and are hereby authorized to complete and do all such acts and things (including executing all such documents as may be required) as they may consider expedient or necessary or in the interests of the Company to give effect to this Resolution." GOLDEN AGRI: Reports Update On Financial Position ------------------------------------------------- On 30 March 2001, the Board of Directors of Golden Agri- Resources Ltd announced the un-audited full year financial statements for the year ended 31 December 2000. Following the recent completion of the Company's audit by M/s Arthur Anderson, the Directors would like to provide the following update. The Group's assets and operations are substantially located in Indonesia. During the year 2000, Indonesia remained in economic recession due to the political developments and continued weakening of the Indonesian Rupiah. The Indonesian economy continues to experience liquidity shortages, high interest rates and inflation. This has in turn adversely affected the banking and financial sectors in the country, which had an impact on the Group's operations and performance. The realization of the Group's assets, including time deposits placed with banks which have significant exposure in Indonesia, may similarly be adversely affected if the political and economic uncertainties persist. Furthermore, the Group's profitability and operations remain vulnerable to the cyclical nature of commodity prices for Crude Palm Oil (CPO) and its related products, and foreign exchange fluctuations. CPO price (CIF Rotterdam) declined from a high of US$630 per ton at the beginning of 1999 to US$260 per ton at the end of 2000. The price of CPO further declined to a low of about US$190 per ton in May this year. The weakening CPO prices had a significant impact on the Group's operations and cash flow. The Group's continuing requirements for non-discretionary capital expenditure to ensure that its plantations are properly maintained and its need to build additional crushing and processing facilities have further added to the burden on cash flow. In view of the uncertainties outlined above, which related effects presently cannot be determined and estimated, the Auditors have informed the Company that they are unable to express an opinion on the year-end 2000 financial statements. The full text of the Auditors' Report is enclosed. As highlighted in the 30 March announcement, the Group continues to seek to improve its liquidity position. The Group is continuing to re-finance its debt through ongoing negotiations with its creditors. Further to the announcement made on 3rd April 2001 relating to the Group's deposits with a related party bank, the related party bank has proposed a withdrawal schedule for the deposits over a period of five years. In addition, the bank has also offered to provide a security arrangement in the form of an equity interest in a major real estate development in Indonesia, to safeguard the Group's deposits. The Directors continue to remain positive in their outlook on the growth prospects pf the Group, especially given the recent recovery of CPO prices, which closed at US$330 per ton on 13 July 2001. As one of the world's largest vertically integrated palm oil plantation companies and low-cost producer, the Group is strongly positioned to take advantage of future increases in the price of CPO. In addition, the Group will continue to enhance value and strengthen its business through strategic partnerships. The Directors will make further announcement as and when such partnerships are formally completed. =============== T H A I L A N D =============== EASTERN STAR: Clarifies Disposal Of Shares By Sunrise Properties ---------------------------------------------------------------- Pursuant to the Form 246-2, reporting the disposition of Eastar shares by Sunrise Properties Ltd, major shareholder of Eastern Star Real Estate Public Company Limited, on 29 June 2001 numbering 11,010,600 shares and on 4 July 2001 numbering 10,700,000 shares. The Company clarifies the disposition as follows: Sunrise Properties Ltd. is a property fund manager and not a strategic partner of Eastern Star Real Estate Public Company Limited. At the last AGM held on 1 June 2001, the representative of Sunrise declared its passive investor status. Like all closed end fund with maturity period of 5 to 7 years, Sunrise's investment in Eastar comes under this category. Therefore, it is normal for the Fund Manager to divest its investment at the appropriate time. There is no other implied reason. The divestment does not affect our management because there is no management staff representing Sunrise in Eastar management team from day one of the investment. At present, there is also no Sunrise's Board representative on the Board of Directors. EMC PUBLIC: Reports Court Order Re Capital Increase --------------------------------------------------- EMC Public Company Limited (the Company) reports the order of the Central Bankruptcy court concerning increase of capital and allotment of new shares, given on June 18, 2001, the Red case No. For 638/2543, EMC Public Company Limited as the debtor as follows: 1. Capital Increase The Central Bankruptcy Court has issued an order approving the rehabilitation plan on May 15, 2001 and according to the order of the Central Bankruptcy court given on June 18, 2001, after reduction of the registered capital to Bt75,000,000 then the company shall increase its capital for another Bt602,954,310 by issuing 60,295,431 new ordinary shares with a par value of Bt10 each. The total registered capital of the Company shall be Bt677,954,310. 2. Allotment of new shares As mentioned in the rehabilitation plan, the Company shall allocate 60,295,431 ordinary shares, with a par value of Bt10 each, totally Bt602,954,310 accordance with the rehabilitation plan as follows: 2.1 Detail of allotment Allocate to Number of Ratio Sale price per Date of Remarks shares (old:new) share (Baht) Payment 1. The creditor 55,295,431 - 10 - Within 90 days from groups 2, 4, 5 and 7 the date the court as mentioned in the approved the rehabilitation plan. 2. The financial 5,000,000 - 10 - For carrying the institution creditors convertible bonds as that agree to mentioned in the accredit for a new rehabilitation plan. circulating capital. 2.2 The company's plan in case of the amount of shares left unallotted from the conversion of dept into common equity. The allotment of new shares for the creditors, some creditors will not take hold of the new shares for any reason whatsover, the company will reduce the registered capital by reduction of the left unallotted shares onward. 3. Schedule for shareholders meeting - none - 4. Approval for capital increase / Allotment of shares to related regulatory bodies and approval steps (if any) On June 18, 2001, the Central Bankruptcy Court has issued an order approving the Company to increase of capital and allotment of new shares by conversion of dept into common equity. 5. Objectives of the capital increase and plans for utilizing proceeds received from the capital increase To reduce the Company's debt to complying with the terms and conditions as specified in the rehabilitation plan. 6. The Company Benefits from the capital increase/share allotment To reduce the Company's debt by conversion of dept into common equity, complying with the terms and conditions as specified in the rehabilitation plan. 7. Shareholders benefits from the capital increase/share allotment The Company shall be relieved from being insolvent and resume the position where it can operate its business to yield profit in the future. 8. Other details necessary for shareholders to approve the capital increase/share allotment - none - 9. Schedule for capital increase/share allotment The Company will process the proceeding as soon as possible. The Company certifies that the information provided above is correct and accurate in all respects. PRECISO PRO: Reorganization Petition Moved To Bankruptcy Court -------------------------------------------------------------- Preciso Pro Packing Company Limited (the Debtor) is engaged in Manufacturing and Sale of Plastic Packaging products such as plastic bags and plastic films, Assembling and Sales of machines for producing plastic film products. The Debtor's Petition for Business Reorganization was filed in the Civil Court: Transferred to the Central Bankruptcy Court Black Case Number Phor. 2/2542 Red Case Number Phor.14 /2542 Petitioner: Phatra-thanakit Public Company Limited Planner: Precisco Pro Packing Company Limited: debtor Debts Owed to the Petitioning Creditor: Bt527,574,017.10 Date of Court Acceptance of the Petition: March 22,1999 Court Order for Business Reorganization and Appointment of Planner: April 23, 1999 Number of creditors filing Applications for Debt Repayment: 107 Amount of debts: Bt702,636,094.52 The creditors' meeting passed a special resolution accepted the amended plan and established the creditors' committee which is comprised of: 1. Chanthaburi Asset Management Co.,Ltd (creditor number 76) 2. Thai Farmers Bank Public Company Limited (creditor number 72) 3. Prasit Sakunwitthayasathaworn (creditor number 35) On February 1, 2000, the Court issued an order accepting the reorganization plan of the debtor pursuant to Section 90/58 paragraph 1 of the Bankruptcy Act B.E. 2483 Contact: Ms. Poonsiri or Ms. Bung-orn, Tel.6792511 SANYO UNIVERSAL: Delisting Viewed As Way To Aid Reorg Plans ----------------------------------------------------------- A letter from The Stock Exchange of Thailand was received requesting Sanyo Universal Electric Public Company Limited to provide additional clarification regarding the rationale behind the Board's decision to change from the preparation of a business rehabilitation plan to the voluntary delisting of shares. The explanation was to include information about any potential loss to the investors and remedial measures by July 13, 2001 for further disclosure to the shareholders and the investors. The Company provided the additional clarification and information as follows: 1. Rationale behind SUE Board of Directors' decision to change from the preparation of a business rehabilitation plan to the voluntary delisting of shares: At the meeting no.6/2544 held on June 28, 2001, the Board of Directors, after thorough consideration, approved the voluntary delisting of SUE's ordinary shares from the SET. The Company has been preparing the rehabilitation plan for a period of time and has reviewed all remedial measures in a bid to reverse its financial status and operating performance amid the prevailing economic stagnation. To have all problems tackled under such a constraint is virtually time-consuming. In the meantime, this might impact the shareholders in terms of their receipt of dividend. The Company believes that with the support of its major shareholders, it will be able to continue the operations without the need for fund mobilization from the stock market. The share delisting will create more flexibility for the Company in solving its problems. Moreover, as a non-listed public company, it will not have to disclose its business information as well as any crucial development and decision, which might be a threat to the Company's competitive advantage compared with its competitors which are non-listed. In carrying out the voluntary delisting of its shares, the Company will adhere to the regulations prescribed by the SET and the SEC and will further seek the shareholders' approval. 2. Potential loss to the investors and remedial measures: SUE's share prices between April 12 and May 11, 2001, during which the SET allowed for its shares to resume trading after the Company had notified its decision on the preparation of a rehabilitation plan, can be summarized below: - Lowest price per share Bt. 1.1 - Highest price per share Bt. 2.3 - Trading volume for such 30-day period 2,141,100 shares, or 4.87% of total shares To cope with any loss that might be incurred to the investors from their transactions during such 30-day period based on the information known to them that the Company would prepare a rehabilitation plan to avoid being delisted, the Company and the tender offeror when determining the offering price will take into account the share prices during such period so as to bring about reasonableness and fairness to the minor shareholders. The Company will submit a letter of invitation to the shareholders meeting at least 14 days in advance, accompanied by detailed information about the share delisting, i.e. facts and reasons for the delisting, opinions of the Independent Directors and the Financial Advisor, the share price in the tender offer to the general shareholders, as well as the updated information about the Company as per Form 56-1, for the shareholders' consideration. However, the request for share delisting is subject to the approval of the shareholders or their proxies (if any) present at the shareholders meeting and having voting rights of at least three-fourths of the total shares issued, with the disapproval vote of not over 10 percent of the total shares issued. THAI ELECTRONIC: Pays Interest To Creditors ------------------------------------------- Premier Planner Co., Ltd., as the plan administrator of Thai Electronic Industry Plc (TEIC), released the second report on progress of the Implementation of TEIC's Rehabilitation Plan to you. 1. Repayment of Debts During the principal grace period presently, the company paid interest to the creditors according to the rehabilitation plan, from April to June 2001 in the total amount of Bt984,009.20 (payment to the secured creditors totaling Bt886,776.29 and to the unsecured creditors totaling Bt97,232.91). 2. Amendment to the Rehabilitation Plan On 3 April 2001, the administrator submitted the request to amend TEIC's plan to the Official Receiver because a financial institute had filed an appeal against the court's previous approval to the rehabilitation plan of Thai Electronic Industry. The administrator considered that pending final adjudication of the case and should the Supreme Court rule differently from the central bankruptcy court's previous order, to continue with the steps of the plan may cause unfavorable effect to TEIC shareholders, the creditors and the debtors. Therefore, the administrator applied for an amendment so that the plan would still be practicable, while awaiting the supreme Court's decision. On 9 May 2001, the Official Receiver held a creditor meeting to consider the request to amend the plan of TEIC. The meeting finally passed its approval to the amendment as proposed by the administrator, favorable voting equivalent to 69.90 percent of the debt total of the creditors present and voted. On 28 June 2001, the court passed an order approving the amendment to the plan following the resolution of the creditor meeting on 9 May 2001. Summary of the Essential Matters of the Amended Plan: 1. Extension of time to proceed with Steps of the Rehabilitation, as follows: Procedure Schedule (old) Schedule (new) 1) Decrease of Capital - Within 30 days after the court approves the rehabilitation plan - within 30 days after the court's final approval to the rehabilitation plan 2) Conversion of Debt to Equity - Within 30 days after the court approves the rehabilitation plan - Within 60 days after Decrease of Capital 3) Shares exchange with Premier C E Co., Ltd. - Within 60 days after the Conversion of Debt to Equity 4) Business Merging and Transfer with Premier C E Co., Ltd. - Within 90 days after the court approves the rehabilitation plan - Approximately 60 days after Shares exchanging with Premier C E Co., Ltd. 5) Management of the Rehabilitation Plan - Approximately 1 year after the date the court approves the rehabilitation - Approximately 1 year after the court's final approval to the rehabilitation plan, which is expected to completed within Dec 2001 2. Extension of time to pay interest to the secured creditor whose debt is more than 15 percent of the debt total (group 1), and to the primary creditor of loan and financial instrument (group 3). The approval is made to amend the plan which previously reading, "To pay interest at the rate of 3 percent yearly until the completion date of the Business Merging and Transfer, but not later than 30 April 2001", to read, "To pay interest at the rate of 3% yearly up to 120 days after the court's final approval to the rehabilitation plan". 3. To postpone repayment of principal and interest payment to the leasing creditors (group 2). The approval is made to amend the plan which previously reading, "To begin repayment of principal and interest payment from the completion date of the Business Merging and Transfer, but not later than 30 April 2001", to read, "To begin repayment of principal and interest payment from the completion date of the Business Merging and Transfer, but not more than 120 days after the court's final approval to the rehabilitation plan". 4. To postpone repayment to the accounts payable (group 6). S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Ronald Villavelez, Maria Vyrna Ni�eza, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. *** End of Transmission ***