/raid1/www/Hosts/bankrupt/TCRAP_Public/010803.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, August 3, 2001, Vol. 4, No. 151
Headlines
A U S T R A L I A
ANACONDA NICKEL: Murrin Murrin Records Strong Production Results
AUSTRALIAN MAGNESIUM: $932M Debt Funding Finalized
AUSTRALIAN PLANTATION: $14M Trust Protects Pre-1999 Investors
BRIDGE INFORMATION: Ordered To Pay Coker From BridgeDFS Sale
BRIDGE INFORMATION: Starts Book Build Process
GREENSTAR COOP: Federal Court Freezes Assets
ISIS COMMUNICATIONS: Posts Q2 Commitments Test Entity Report
MTM ENTERTAINMENT: Babcock & Brown Raises Stake To 52.42%
NORMANS WINES: Interests In Assets Raise Hopes For Recovery
ONE.TEL LIMITED: Rich Denies Allegations
C H I N A & H O N G K O N G
CLIMAX INTL: Cites No Reasons For Decrease In Shares Price
EASTERN FAME: Winding Up Petition Hearing Set
EBRIDGE: Enters Alliance With SinoSky
GOLDEN TECH: Winding Up Petition Slated For Hearing
GUANGNAN (KK): Seeks Winding Up Of Operations
ICG ASIA: Acceptance Of Cash Offers Closed
JILIN CHEMICAL: May Lose 407M Yuan In H1, Analysts Say
NETALONE.COM: Losses Swell To HK$243.18M
OP-EL NETWORK: Seeks Winding Up Of Operations
PACIFIC CENTURY: Withdraws Call Warrants Listing
SEAPOWER RESOURCES: Board Proposes Capital Reduction
I N D O N E S I A
BANK NEGARA: S&P Revises Outlook To Stable
WICAKSANA OVERSEAS: Plants To Buy Back US$70-M Debt
J A P A N
DAI-ICHI KANGYO: Ratings Unaffected By Sale Of Heller Financial
DAIWA BANK: S&P Affirms `BB+/B' Ratings
MATSUSHITA ELECTRIC: Posts First-Ever Operating Loss
MITSUBISHI ELECTRIC: To Cut Capital Spending On Microchips
SHINSEI BANK: DIC's Rejection Won't Affect Rating
K O R E A
DAEWOO SHIPBUILDING: KDB To Render Decision On End Of Workout
HYUNDAI MOTOR: Sales Of EF Sonata Hit Slide
HYUNDAI TRUST: Sale Nears Completion
M A L A Y S I A
ABRAR CORP: Consultants to Conduct Due Diligence on APLand
AUSTRAL AMALGAMATED: Posts Net Loss Of RM31.374M
AUSTRAL AMALGAMATED: Status Of Regularization Scheme Unchanged
MYCOM BERHAD: Submits Revised Scheme To SC
OLYMPIA INDUSTRIES: Submits Amended Workout Scheme To SC
REPCO HOLDINGS: Regularization Plan Status Unchanged
SRI HARTAMAS: Due Diligence Ongoing
TRANS CAPITAL: Appoints Receiver, Manager
P H I L I P P I N E S
ASB GROUP: Metrobank Seeks Deferment Of Rehab Implementation
URBAN BANK: Shareholders Approve Rehab Plan
S I N G A P O R E
ASIA FOOD: Widjaja Family Defers Receipt Of 50% Remuneration
GOLDEN AGRI: Minority Shareholders Question Financial State
CAPITALAND LIMITED: H1 Loss Widens To S$268.34M
T H A I L A N D
CARNAUDMETALBOX: Posts Q2 Sales Of Bt718M
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Murrin Murrin Records Strong Production Results
----------------------------------------------------------------
Anaconda Nickel Limited announces that the ramp-up of the Murrin
Murrin plant finished the year strongly, recording production of
6,154t of nickel and 390t of cobalt for the Quarter. Production
for the financial year was 86 percent nickel and 90 percent
cobalt of the budget respectively, a very credible result
considering the issues overcome. July has built on this
performance.
Nickel recoveries returned to previous high levels, with a
record production tonnage in the month of April. Production for
the months of May and June was hampered by restrictions in the
acid plant, resulting in the importing of significant acid
supplies, the need for which will disappear once the acid plant
rectifications are completed.
July production levels have been exceptional, building on the
consistency of March and April, and will be announced later this
week, endorsing Murrin Murrin's ramp-up schedule.
Due to successfully implemented modifications, the autoclaves in
the pressure leaching circuit continued operating at above
design capacity, with record autoclave feed of 223,536t being
recorded for the month of April.
The performance of the plant demonstrates operating costs
decreasing towards the Company's $1.00 target level. The
Company's Three Nickel Province strategy, a significant part of
the Strategic Review also continues with very competitive
capital and operating costs emerging in the studies.
AUSTRALIAN MAGNESIUM: $932M Debt Funding Finalized
--------------------------------------------------
Australian Magnesium Corporation Limited announces the following
fourth quarter activities and cashflow reports:
Overview
Magnesium Activities
* $932 million debt funding finalized.
* $680 million global equity offer launched.
* Project tender packages released, selection process
underway.
* Gladstone demonstration plant received IS09001
accreditation.
Magnesia Operations
* Total magnesia production 47,358 tons.
* Calcined magnesia production, up 15.1 percent to 14,047
tons.
* Total magnesia sales up 17.2 percent to 52,998 tons.
* Deadburned magnesia sales, up 7.1 per cent to 30,137
tonnes.
* Calcined magnesia sales, up 40.3 per cent to 16,497 tons.
Kunwarara Magnesite Operations
* Magnesite production, up 30.9 percent to 139,177 tons.
* Mine yield at KG2 continued at 14.2 percent.
* Investment study on new mine optimization plan.
* Bulk magnesite export shipment in May.
Flamemag
* Feasibility study under review.
Finance
* Cash balance of $11.5 million as at 30 June 2001.
* QMAG debt repayment of $3 million.
Recent Events And Announcements (post 30 June, 2001)
* Global equity offer withdrawn, application funds returned.
* Alternative funding for Stanwell Magnesium Project actively
pursued.
Queensland Magnesia
Parkhurst Production
The Parkhurst processing plant continued to operate at record
levels during the quarter. Magnesia production was the second
highest on record at 47,358 tons, following the March record of
49,424 tons. This was despite a major two week planned shutdown
of the multiple hearth furnaces and vertical shaft kilns for
routine maintenance and a reline. During May and June, the
multiple hearth furnaces ran for extended periods at well above
rated full capacity levels. This was part of the planned
operational strategy to optimize the plant and significantly
increase calcined magnesia production capacity to service higher
demand.
Sales
Demand for all magnesia grades continued at buoyant levels, with
sales up 17.2 percent on the previous quarter to a record 52,998
tons. Strong steel and refractory production in Europe continued
to underpin demand for deadburned and electrofused magnesia,
with deadburned magnesia sales at near record levels.
Calcined magnesia sales continued their strong growth and
increased 40.3 percent on the previous quarter to a record
16,497 tons. Calcined sales were assisted by strong demand from
the New Zealand agricultural market and successful development
of new accounts in the steel and general chemical sectors in
Australia.
The continued strong market conditions contributed to further
price increases being achieved as customers rolled into new
contracts. A bulk export shipment of magnesite took place during
the quarter, the second under a ten year long term contract.
Outlook
The short-term outlook for sales continues to be positive, with
the plant expected to continue operating at above rated full
capacity levels in the September quarter to meet forward orders.
However, there are some signs that steel and refractory activity
in Europe may be beginning to slow with steel makers reported to
be taking shutdown breaks over the northern hemisphere summer
holidays.
Kunwarara Operations
Mining activity continued to be exclusively focused on the KG2
mining lease although processing took place at both KG1 and KG2.
The improved yields associated with the KG2 development allowed
the rate of ore mining to be significantly reduced during the
period. The mining yield of 14.2 percent in the quarter was an
improvement from 12.4 percent in the previous quarter. The
increase was a result of more efficient operation of the KG2
plant and better ore body quality.
A capital expenditure study on optimizing the Kunwarara mine
plan to achieve increased mining yields, reduce costs and
accommodate future Stanwell magnesium plant requirements by
operating only one ore processing plant is under review. This
work is almost complete and a range of development options will
be assessed in coming months.
Magnesium
Quality Assurance Accreditation
The Gladstone demonstration plant gained ISO9001:2000
accreditation on 10 May 2001. AMC is only the second magnesium
company in the world to achieve such certification, The
accreditation by Lloyds Register Quality Assurance Limited
followed 8 months of intensive work by AMC to document, evaluate
and audit AMC's systems and procedure from magnesite to
magnesium.
The Company will use this certification to assist in its
marketing initiatives as a quality approved supplier of
magnesium metal to the automotive industry.
Safety Milestone
The Gladstone demonstration plant achieved 500,000 hours free
of a Lost Time Injury in May. AMC's safety procedures and
training are an integral part of its quality management system
which provides the appropriate platform to gain quality
assurance accreditation. The Gladstone team is now targeting to
achieve 1,000 days without an LTI by November this year.
Stanwell Project Funding
On Tuesday 5 June, AMC announced it had finalized a $932 million
debt package for the development of the Stanwell Magnesium
Project. The debt facility is with ABN AMRO Bank NV, Westdetsche
Landesbank Girozentrale, ANZ Investment Bank and JPMorgan.
On Tuesday 19 June, AMC lodged its equity off or documents and a
prospectus with the Australian Securities and Investment
Commission and launched a $680 million global equity raising to
complement the Stanwell Magnesium Project funding package.
On Friday 20 July, AMC announced it had withdrawn its global
equity offer and would pursue alternative financing options to
develop Stanwell.
AMC received strong support from key Australian institutional
investors and the retail investment community. However, economic
uncertainty in world financial markets resulted in the level of
offshore demand for the offer not meeting AMC's expectations.
All application funds raised through the offer have since been
returned to investors, as required under the terms of the
prospectus.
AMC is working with its debt and equity syndicate on a revised
funding package for the development to realize the value of the
substantial assets that remain in place.
These include:
* the 10 year magnesium supply contract with the Ford Motor
Company;
* 15 year energy supply contract with Stanwell Corporation
Limited;
* $175 million Queensland and Federal government commitment
to infrastructure development in central Queensland and to
ongoing research and development funding;
* Proprietary, low cost and environmentally leading magnesium
processing technology;
* Environmental and construction permits; and
* Outstanding and committed project and operational terms.
AMC will advice on funding developments as they occur.
Flamemag
The key components of the Flamemag feasibility study have been
completed.
These activities have confirmed the Flamemag process as
technically viable and a low-cost process for the production of
high quality magnesium hydroxide flame retardent for use in
polymers. A review of the feasibility study is ongoing.
Finance
The Company injected $8.0 million into the Stanwell Magnesium
Project during the quarter. As at 30 June 2001, the Company held
$9.8 million in liquid funds, not subject to project charge. A
scheduled debt repayment of $3 million on the QMAG borrowings
occurred in June.
As outlined in the March quarterly report, the Company secured
$27.1 million in additional loan facilities from Normandy Mining
Limited to expedite commitment, implementation and planning
issued associated with the proposed Stanwell Magnesium Project.
This was subsequently ncreased by $3.2 million to fund the
project's pre-commercial activities.
In June, the company announced the finalization of a $932
million debt package for the development of the Stanwell
Magnesium Project. This can only be accessed after a certain
amount of equity funds have been expended on the development of
the Stanwell Magnesium Project.
Statement Of Cash Flows For The Quarter Ended 30 June 2001
Inflow/(Outflow)
Inflows Of Cash During The Quarter $000
Proceeds from Sales - Magnesia Operations 22,738
Borrowings from Normandy Mining 10,000
Interest Received 79
Sundry Receipts 192
Total Cash Inflows During the Quarter 33,009
Outflows of Cash During the Quarter
Magnesia Operations (19,750)
Purchase Plant and Equipment -
Administration expenses (100)
Financing costs (914)
Stanwell Magnesium Project expenditure (8,021)
Repayment of OMAG borrowings (3,000)
Expenditure in other projects (131)
Total Cash Outflow for the Quarter (31,916)
Net Increase (Decrease) In Cash Held 1,093
Cash at beginning of quarter 10,099
Effect of exchange rate changes on cash
held in foreign currency 258
Cash At End Of Quarter 11,450
Less Funds under project charge (1,674)
Cash at end of quarter
(not subject to project charge) 9,776
Quarterly Production And Sales Statistics
QUARTER JUN 00 JUN 01
Kunwarara Operations (tons)
Ore Mined 894,565 655,305
BMP* 86,736 139,977
Yield (%) 14.4 ** 14.2 **
* Beneficiated Magnesite Produced
** Includes stockpile recovery
Queensland Magnesia Production
(tons)
Deadburned 28,640 27,295
Electrofused 6,735 6,016
Calcined 11,772 14,047
TOTAL 47,147 47,358
Queensland Magnesia Sales
(tons)
Deadburned 30,122 30,137
Electrofused 6,821 6,364
Calcined 13,707 16,497
SUBTOTAL 50,650 52,998
Magnesite 40,484 38,541
TOTAL 91,134 91,539
ASX Requirements
The information in this report insofar as it relates to ore or
mineralization is based on information compiled by a corporate
member of the Australasian Institute of Mining and Metallurgy
and who has a minimum of five years experience in the field of
activity being reported on. (D Milburn, (B Sc (Hons) M AusIMM,
Consultant Geologist).
Mining Exploration Entity Quarterly Report
Name of entity
Australian Magnesium Corporation Limited
ACN or ARBN Quarter ended ("current quarter")
010 441 666 30/06/2001
Consolidated Statement Of Cashflows
Cash flows related to Current Year to date
operating activities Quarter (12 months)
A$'000 A$'000
1.1 Receipts from product sales
and related debtors 22,480 79,916
1.2 Payments for
(a) exploration and evaluation (8) (70)
(b) development - -
(c) production (19,120) (72,377)
(d) administration (100) (826)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 79 794
1.5 Interest and other costs of
finance paid (914) (3,654)
1.6 Income taxes paid - -
1.7 Other Payments (123) (709)
Other Receipts 12 84
Net Operating Cash Flows 2,306 3,158
Cash flows related to investing activities
1.8 Payment for purchases of:
(a) prospects - -
(b) equity investments - (119)
(c) other fixed assets including mine (372) (2,617)
development
1.9 Proceeds from sale of:
(a) prospects - -
(b) equity investments - -
(c) other fixed assets 180 195
1.10 Loans to AMI - for Stanwell Magnesium - (2,500)
Project
1.11 Loans repaid by other entities - -
1.12 Other - Stanwell Magnesium Project(8,021) (31,055)
Net investing cash flows (8,213) (36,096)
1.13 Total operating and
investing cash flows (5,907) (32,938)
Cash flows related to financing activities
1.14 Proceeds from issues of
shares, options, etc. - -
1.15 Proceeds from sale of
forfeited shares - -
1.16 Proceeds from borrowings 10,000 35,000
1.17 Repayment of borrowings (3,000) (5,513)
1.18 Dividends paid - -
1.19 Other (provide details if material) - -
Net financing cash flows 7,000 29,487
Net increase (decrease) in cash held 1,093 (3,451)
1.20 Cash at beginning of quarter/
year to date 10,099 14,643
1.21 Exchange rate adjustments to item 1.20 258 258
1.22 Cash at end of quarter 11,450 11,450
Payments To Directors Of The Entity And Associates Of The
Directors
Payments To Related Entities And Associates Of The Related
Entities
Current Quarter
A$'000
1.23 Aggregate amount of payments to
the parties included in item 1.2 (69)
1.24 Aggregate amount of loans to the
parties included in item 1.10 -
1.25 Explanation necessary for an understanding
of the transactions
During the quarter, payments included directors' fees, executive
director's remuneration, payments for goods or services provided
to the Company by directors and director-related entities, and
reimbursement of expenses incurred on behalf of the Company by
directors and director-related entities. Payments to director-
related entities also included guarantee fees and payments for
seconded employees. (Not all of these payments are included in
items 1.2 and 1.10, but are included in other parts of the
Statement of Cash Flows).
Non-Cash Financing And Investing Activities
2.1 Details of financing and investing transactions which have
had a
material effect on consolidated assets and liabilities but
did
not involve cash flows
Nil
2.2 Details of outlays made by other entities to establish or
increase their share in projects in which the reporting
entity
has an interest
Nil
Financing Facilities Available
Add notes as necessary for an understanding of the position.
Amount Amount
available used
A$'000 A$'000
3.1 Limited recourse debt facility - QMAG 38,652 38,625
Loan facility for Stanwell pre-
commercialisation activities (provided
by Normandy Finance Ltd) 25,000 25,000
Additional facilities provided by
Normandy Finance Ltd - available from
01/04/2001 30,300 10,000
3.2 Credit standby arrangements Nil Nil
Estimated Cash Outflows For Next Quarter A$'000
4.1 Exploration and evaluation 10
4.2 Development -
Total 10
Reconciliation Of Cash
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) A$'000 A$'000
to the related items in the accounts
is as follows.
5.1 Cash on hand and at bank 1,341 1,643
5.2 Deposits at call 2,578 956
5.3 Bank overdraft - -
5.4 Other (provide details) 7,531 7,500
Total: cash at end of quarter (item 1.22) 11,450 10,099
Changes In Interests In Mining Tenements
Tenement Nature of Interest at Interest
reference interest beginning at end of
(note(2)) of quarter quarter
6.1 Interests in
mining tenements
relinquished,
reduced or lapsed Nil - -
6.2 Interests in
mining tenements
acquired or
increased - Nil - -
Issued And Quoted Securities At End Of Current Period
Description includes rate of interest and any redemption or
conversion rights together with prices and dates.
Category of Number Number Issue Paid-up
securities issued quoted Price value
(cents) (cents)
7.1 Preference
securities
(description) Nil Nil - -
7.2 Changes during
current period
(a) increases through
issues Nil Nil - -
(b) decreases through
returns of capital
buybacks,
redemptions - - - -
7.3 Ordinary
securities 111,003,447 111,003,447 - -
7.4 Changes during
current period
(a) increases through
issues - - - -
(b) decreases through
returns of capital
buybacks - - - -
7.5 Convertible debt
securities
(description and
conversion factor) - - - -
7.6 Changes during
current period
(a) increases through
issues - - - -
(b) decreases through
securities matured,
converted - - - -
7.7 Exercise Expiry
Employee Options price date
(cents)
54,844 Nil 442.1
13/08/2003
7.8 Issued during
current period Nil Nil - -
7.9 Exercised during
current period Nil Nil - -
7.10 Expired during
current period Nil Nil - -
7.11 Debentures
(totals only) Nil Nil
7.12 Unsecured notes
(totals only) Nil Nil
AUSTRALIAN PLANTATION: $14M Trust Protects Pre-1999 Investors
-------------------------------------------------------------
Australian Plantation Timer Managing Director Rinze Brandsma
Tuesday said that people who invested in the failed company from
1991 until 1999 should get protection from a A$14 million trust
fund, Australasian Business Intelligence (ABI) reports
Wednesday.
The trust, according to the report, will protect the investors
from incurring more losses.
"The trust was created to pay maintenance and other
expenses until the trees were ready for harvest," ABI says.
On Monday, APT was placed under voluntary administration, with
hefty cashflow problems, after it fell victim to the Australian
Taxation Office (ATO) crackdown on illegal tax evasion schemes.
BRIDGE INFORMATION: Ordered To Pay Coker From BridgeDFS Sale
------------------------------------------------------------
With the consent of Mr. Coker, Bridge Information Systems (the
Debtors) and the Official Committee of Unsecured Creditors,
Judge McDonald ordered Bridge America to pay Coker A$600,000 (or
the then equivalent amount in non-Australian currency) from the
BridgeDFS Sale Proceeds.
"The payment shall be in full satisfaction of all amounts owing
to Coker under the Agreement," Judge McDonald ruled.
Under the amended Agreement, Coker is entitled to receive a
distribution of A$1.50 for each Option Share, for a total of
A$600,000 since he has 400,000 shares. (Bridge Bankruptcy News
Issue No. 12; Bankruptcy Creditors' Service, Inc., 609/392-0900)
BRIDGE INFORMATION: Starts Book Build Process
---------------------------------------------
Following an extensive marketing of the 55,000,000 BridgeDFS
Limited Shares, the Bridge Information Systems (the Debtors)
report they started a book build process in collaboration with
their investment banker, Macquarie Bank Limited. Under the book
build procedure, Gregory D. Willard, Esq., at Bryan Cave, notes,
61 potential buyers participated.
Willard relates that 47 bidders placed bids at the final price
of A$2.05.
The Debtors consummated the sale of all the BridgeDFS Shares at
A$2.05 per share on July 9, 2001.
Pursuant to the Sale order Willard reminds the Court that
the proceeds of the sale are being held in trust for the DIP
Lenders (solely to the extent necessary to satisfy any
outstanding Obligations and the DIP Facility) and for the
benefit of the Debtors' estates and their creditors, in
segregated interest-bearing accounts, pending further Court
order. (Bridge Bankruptcy News Issue No. 12; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
GREENSTAR COOP: Federal Court Freezes Assets
--------------------------------------------
In a continuing Federal Court action against the Greenstar group
of companies and associated directors, the Australian
Competition and Consumer Commission (ACCC) has obtained, with
the consent of the parties, a Federal Court order to freeze the
assets of the companies for non-related business expenditure.
It also requires the companies to allow ACCC officers to inspect
their accounts.
The freezing order, known as a mareva injunction, was granted
against Greenstar Co-operative Ltd, Greenstar Management Pty
Ltd, and one of its directors, Mr Kevin Robert Smith.
These orders follow interim injunctions granted by the Court on
14 June 2001. They will remain in place until the matter is
determined at trial or any earlier order is consented to by the
parties. The orders prevent the companies and Mr Smith from:
* utilizing or in any way disposing of the companies or Mr
Smith's financial or physical assets, whether the property is
held within or outside the jurisdiction;
* taking further credit card deductions from members who had
withdrawn their authority to do so; and
* spending any money held in their National Australia Bank or
BankWest accounts; without the prior written consent of the
applicant.
The ACCC sought the orders to ensure the funds and assets of the
companies are protected to the benefit of consumers currently
involved in the scheme until the matter is resolved.
Background
The ACCC Federal Court action alleges Greenstar Co-operative Ltd
and Greenstar Management Pty Ltd and other related companies
(Bio Enviro Plan Pty Ltd, Buyplus Commodities Brokers Pty Ltd)
and their associated directors were involved in illegal pyramid
and referral selling schemes. The ACCC also alleges that the
companies misled consumers and made false representations in
relation to the attributes of a transaction card and an
earthworm farming program which were part of the pyramid selling
scheme.
The ACCC action alleges the conduct of the companies and
directors breaches a number of the consumer protection
provisions of the Trade Practices Act 1974.
The Greenstar scheme has been extensively promoted on the
Internet and at public meetings in capital cities across
Australia. The ACCC alleges consumers were induced by Greenstar
to join the scheme by promising members a worldwide business
that could generate lifelong, residual income, 24 hours a day,
seven days a week, from seven different streams of income,
without the member leaving his or her home.
Further, the ACCC alleges Greenstar and the directors have
claimed to prospective members that:
Greenstar members who paid US$30 per month for 36 months and who
wished to leave the scheme would receive their money back in
full;
Greenstar would provide members with electronic 'transaction
cards' which could be used for making purchases anywhere in the
world where major credit or debit cards were accepted (including
over the Internet), withdrawing money from ATM machines
worldwide, transferring money and making phone calls at cheap
international rates, and that the transaction charge from users
would be returned to the members 'world pool' providing the
potential for huge returns to members; and
Greenstar is the major shareholder in Australian Environmental
Technologies and that dividends from these shares would flow
into the Profit-Share pool with AET anticipating an April/May
2001 float. The ACCC alleges these representations were false,
misleading or deceptive.
The ACCC is seeking court orders against Greenstar, the other
companies, and the directors. The orders sought include
declarations of breaches of the law; injunctions stopping
similar conduct in the future; refunds for affected consumers;
and a compliance program and costs. The matter has been set down
for further directions on a date and time to be advised after 5
August 2001.
Further information
Mr Sitesh Bhojani, Acting Chairman (02) 6243 1132
Ms Lin Enright, Director, Public Relations (02) 6243 1108 or
(0414) 613 520
ISIS COMMUNICATIONS: Posts Q2 Commitments Test Entity Report
------------------------------------------------------------
Isis Communications Limited posts its commitments test entity -
second quarter report, as follows:
QUARTERLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
ISIS Communications Limited
ACN or ARBN Quarter ended ("current quarter")
69 083 269 701 30/06/2001
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (6 months)
A$'000 A$'000
1.1 Receipts from customers 5,289 10,473
1.2 Payments for
(a) staff costs (2,452) (5,591)
(b) advertising & marketing (81) (241)
(c) research & development - -
(d) leased assets (18) (33)
(e) other working capital (2,506) (7,245)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 90 243
1.5 Interest and other costs of
finance paid (134) (248)
1.6 Income taxes paid - -
1.7 Other (provide details if material) 1 270
1.8 Net Operating Cash Flows 189 (2,372)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets (483) (1,233)
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses - 28
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - 203
(e) other non-current assets 100 100
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - -
1.13 Other (provide details if material) - -
Net investing cash flows (383) (902)
1.14 Total operating and
investing cash flows (194) (3,274)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. - -
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings (914) (2,023)
1.18 Repayment of borrowings - -
1.19 Dividends paid
1.20 Other - Loan to related entity
- Proceeds from return of (72) (217)
security deposits - 1,427
Net financing cash flows (986) (813)
Net increase (decrease) in cash held (1,180) (4,087)
1.21 Cash at beginning of quarter/
year to date 4,604 7,511
1.22 Exchange rate adjustments to item 1.20 - -
1.23 Cash at end of quarter 3,424 3,424
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS
PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE RELATED
ENTITIES
Current Quarter
A$'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 248
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Directors' fees, salaries, reimbursement of expenses,
consultants
fees paid to directors & directors' companies.
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows
N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting
entity has an interest
N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
Amount Amount
available used
A$'000 A$'000
3.1 Loan facilities N/A N/A
3.2 Credit standby arrangements N/A N/A
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) A$'000 A$'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 3,424 4,604
4.2 Deposits at call - -
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 3,424 4,604
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item
1.10(a))
5.1 Name of entity - -
5.2 Place of incorporation
or registration - -
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business - -
MTM ENTERTAINMENT: Babcock & Brown Raises Stake To 52.42%
---------------------------------------------------------
Babcock & Brown Group increased its relevant interest in MTM
Entertainment Trust on 1 August 2001, from 40,371,937 ordinary
units (50.46 percent) to 41,938,243 ordinary units (52.42
percent).
NORMANS WINES: Interests In Assets Raise Hopes For Recovery
-----------------------------------------------------------
Bruce Carter and John Spark of Ferrier Hodgson, as the Receivers
of Normans Wines Limited, have raised their hopes that the
collapsed wine group will be able to achieve corporate recovery,
as there are interests in the main assets of the company, the
Australasian Business Intelligence reports Wednesday.
Meanwhile, Normans' shares trading has been suspended since 24
July 2001. The Receivers were appointed on Monday, 30 July 2001,
by the company's major creditor, ANZ Bank.
Xanadu Wines Limited is one of those parties interest in
acquiring Normans Wines assets, including a number of Norman
brands, the Clarendon and Eringa Park wineries in South
Australia.
Carter hopes to sell Normans' assets separately.
Normans has debts of over A$60 million.
ONE.TEL LIMITED: Rich Denies Allegations
----------------------------------------
One.Tel Limited's former CEO Jodee Rich has denied Tuesday
allegations that he `profoundly misled' partners James Packer
and Lachlan Murdoch regarding the true financial position of the
failed telecommunications company prior to the company's
collapse, The Australasian Business Intelligence reported
Wednesday.
According to the report, Rich was surprised by his partners'
allegations, since before the company was put under
administration, Murdoch and Parker were finalizing plans to
inject a total of A$132 million into the company as rescue
funds.
One.Tel went into administration on 30 May 2001.
================================
C H I N A & H O N G K O N G
================================
CLIMAX INTL: Cites No Reasons For Decrease In Shares Price
----------------------------------------------------------
Climac International Company Limited noted the recent decrease
in the price of shares of the Company and stated that it is not
aware of any reasons for such movement.
The Company says, "We also confirm that there are no
negotiations or agreements relating to intended acquisitions or
realizations which are discloseable under paragraph 3 of the
Listing Agreement, neither is the Board aware of any matter
discloseable under the general obligation imposed by paragraph 2
of the Listing Agreement, which is or may be of a price-
sensitive nature."
Climax successfully completed its bank debt restructuring
agreement on 11 January 2001. Interest expenses for the year
were reduced substantially by HK$15.4 million to HK$27.5 million
and is expected to drop further to a much lower level in the
coming year owing to the scheduled repayments of the bank debts.
The company last year sustained a net loss of HK$32.8 million.
EASTERN FAME: Winding Up Petition Hearing Set
---------------------------------------------
The winding up petition filed against Eastern Fame Limited is
scheduled to be heard before the High Court of Hong Kong on
October 10, 2001 at 9:30 am. The petition was filed on July 17,
2001 by Kincheng Banking Corporation, a banking corporation duly
incorporated in The People's Republic of China and having a
branch office at No. 55 Des Voeux Road Central, Hong Kong.
EBRIDGE: Enters Alliance With SinoSky
-------------------------------------
eBRIDGE, the Internet subsidiary of Bridge Information Systems
(BRIDGEr), and SinoSky Technology Development Limited has
entered into a strategic partnership to provide BRIDGE's global
financial services over wireless technologies. This
collaboration marks the first in Asia to launch a streaming
feature for Personal Digital Assistant (PDA) users to receive
first-hand uninterrupted online market information.
The new wireless financial service offers mobile users BRIDGE's
financial information in various forms such as quotes, charts,
news and personal stock portfolios in addition to a secure
trading platform, while staying online through their handheld
devices. SinoSky developed the new wireless financial service by
integrating eBRIDGE's Bridge Internet Toolkit with its Wireless
Interactive Streaming Technology (WIST) and its "killer
application" SkyStream, the first commercially launched
Internet-based application with streaming quotes and trading
capabilities on a PDA platform. The service runs on a packet-
based network to provide efficiency and increased capacity for
high bandwidth services such as streaming market data and stock
trading.
One of the companies that recently capitalized on this new
wireless technology is KGI Asia Ltd. (KGI), a financial services
provider in Hong Kong. Using both the Bridge Internet Toolkit
and SkyStream, KGI now enables its users to access and trade on
its website (www.kgieworld.com) and via PDAs anytime, anywhere
with market data and charts powered by BRIDGE.
"KGI is pleased to benefit from the technology support from
BRIDGE and SinoSky so that we can facilitate our more mobile
clients to make timely investments. Being the first to offer
such services is in line with our commitment to offer innovative
and quality products and services to cater to our clients'
investment needs," said Hugo Cheng, Associate Director, KGI.
"We are glad to extend our Internet technology into the wireless
arena through this partnership with SinoSky," said Alfred Lee,
Senior Vice President for Sales and Marketing, Asia Pacific,
eBRIDGE. "As the financial product roadmap continues to evolve
with the proliferation of new technologies, we believe the great
synergy in this partnership will produce turnkey solutions that
will help financial institutions to better serve their trading
customers."
"We are very pleased to have this opportunity to work with
eBRIDGE, a well-established unit that provides its services to
some of the largest and most respectable financial institutions
globally," said Warren Kwan, SinoSky's Managing Director. "As
eBRIDGE's Wireless Solution Partner, we will jointly market our
wireless technologies and applications together with BRIDGE's
global financial content and eBRIDGE's Internet solutions."
Contrary to other wireless financial services in the market that
require users to activate the access of static and real-time
market data, SinoSky's new streaming wireless service delivers
data that is automatically and continuously updated so investors
have access to time-critical market data all the time.
Additionally, users are only charged for the data traffic costs
rather than connection duration costs.
This new wireless financial service is secured with a 128-bit
version of Secure Sockets Layer (SSL) encryption offering PDA
users with a reliable channel for stock trading. In addition to
the security feature, the company's Single Logon interface
removes the inconvenience of investors switching sites when
receiving instant market data and engaging in stock trading
because users will only be authenticated once.
eBRIDGE and SinoSky are offering this new wireless streaming
investment service to banks, financial institutions and
stockbrokers, including consultation services on information
technology and implementation. The service is presently marketed
in Hong Kong, and will be available soon in Singapore, South
Korea and Taiwan. (Bridge Bankruptcy News Issue No. 12;
Bankruptcy Creditors' Service, Inc., 609/392-0900)
GOLDEN TECH: Winding Up Petition Slated For Hearing
---------------------------------------------------
The winding up petition against Golden Tech (Asia) Limited is
slated for hearing before the High Court of Hong Kong on
September 26, 2001 at 9:30 am. The petition was filed on July
10, 2001 by Lau Shui Ying of Flat E, 12/F., Block 18, Serenity
Park, 1 Tai Po Tau Drive, Tai Po, New Territories, Hong Kong.
GUANGNAN (KK): Seeks Winding Up Of Operations
---------------------------------------------
Guangnan (KK) Supermarket Development Limited is seeking the
winding up of the company's operations, through a petition filed
by the company on June 20, 2001. The petition will be heard
before the High Court of Hong Kong on September 5, 2001 at 9:30
am.
The company's registered office is situated at 29th Floor, Shui
On Centre, 6-8 Harbour Road, Wanchai, Hong Kong.
ICG ASIA: Acceptance Of Cash Offers Closed
------------------------------------------
ICG Asia Limited (the Offeree) announced that the acceptance of
the Voluntary Conditional Cash Offers, by Salomon smith Barney
Hong Kong Ltd on behalf of Promising Land International Inc.
(the Offerors), ceased at 4:00 p.m. on Wednesday, 1 August 2001.
The Offers will close at 9:30 a.m. Thursday, 2 August 2001.
Subject to verification, as of 4:00 p.m. on 1 August 2001, the
Offerors have received valid acceptances of the Share Offer in
respect of 3,019,008,087 Offeree Shares in aggregate
(representing approximately 53.82 percent of the issued share
capital of the Offeree and of the voting rights which may be
exercised at general meetings of the Offeree).
As at 4:00 p.m. on 1 August 2001, the Offerors have received a
valid acceptance of the Warrant Offer in respect of one Offeree
Warrant.
Introduction
On 20 June 2001, the Offerors announced voluntary conditional
cash offers to be made by Salomon Smith Barney Hong Kong Limited
on their behalf to acquire all the shares in the issued share
capital of and outstanding warrants of the Offeree (other than
those already owned by the Offerors or parties acting in concert
with them).
Pursuant to the Agreement, the Vendors accepted the Share Offer
in respect of 3,018,656,525 Offeree Shares (representing
approximately 53.81 percent of the entire issued share capital
of the Offeree) on 12 July 2001, being the next business day
after the Composite Document was posted. Pursuant to the
Agreement, the Offerors also received from ICG an acceptance of
the Warrant Offer in respect of the Subject Warrant on 12 July
2001.
Following the receipt of such acceptances from the Vendors on 12
July 2001, the Offerors declared that the Offers had become
unconditional in all respects on 12 July 2001.
Closure Of The Offers And The Level Of Acceptance
Acceptance of the Offers ceased at 4:00 p.m. on Wednesday, 1
August, 2001. The Offers will close at 9:30 a.m. on Thursday, 2
August 2001.
As at 4:00 p.m. on 12 July 2001, the Offerors had received valid
acceptances of the Share Offer in respect of 3,018,656,525
Offeree Shares in aggregate (representing approximately 53.81
percent of the issued share capital of the Offeree and of the
voting rights which may be exercised at general meetings of the
Offeree).
Subject to verification, since 12 July 2001 and up to 4:00 p.m.
on Wednesday, 1 August 2001, the Offerors have received valid
acceptances of the Share Offer in respect of an additional
351,562 Offeree Shares in aggregate, representing approximately
0.01 percent of the issued share capital of the Offeree and of
the voting rights which may be exercised at general meetings of
the Offeree which, together with the acceptances received by the
Offerors on 12 July 2001 represents approximately 53.82 percent
of the issued share capital of the Offeree and of the voting
rights which may be exercised at general meetings of the Offeree
and approximately 65.58 percent of the Offeree Shares in respect
of which the Share Offer is made.
As stated in the Composite Document, in respect of the
3,018,656,525 Subject Shares accepted by the Vendors, PLI has
acquired 2,082,300,133 Subject Shares and RIL has acquired
936,356,392 Subject Shares. In respect of the 351,562 Offeree
Shares accepted under the Share Offer (excluding the
3,018,656,525 Subject Shares accepted by the Vendors), PLI has
acquired all such Offeree Shares and transferred 117,187 Offeree
Shares to RIL such that such Offeree Shares are acquired by PLI
and RIL in the proportion of 2:1 as stated in the Composite
Document.
The Offerors owned 879,750,000 Offeree Shares in aggregate
before the commencement of the offer period, representing
approximately 15.68 percent of the issued share capital of the
Offeree.
Accordingly, as at 4:00 p.m. on 1 August 2001, including the
acceptances received which are subject to verification, the
Offerors hold 3,898,758,087 Offeree Shares in aggregate,
representing approximately 69.50 percent of the issued share
capital of the Offeree and of the voting rights which may be
exercised at general meetings of the Offeree.
Parties acting in concert with the Offerors currently own or
control 126,664,000 Offeree Shares in aggregate, representing
approximately 2.26 percent of the issued share capital of the
Offeree and of the voting rights which may be exercised at
general meetings of the Offeree. Accordingly, as at 4:00 p.m. on
1 August 2001, the Offerors together with parties acting in
concert with them, own 4,025,422,087 Offeree Shares,
representing approximately 71.76 percent of the issued share
capital of the Offeree and of the voting rights which may be
exercised at general meetings of the Offeree.
As at 4:00 p.m. on 1 August 2001, the Offerors have received a
valid acceptance of the Warrant Offer in respect of one Offeree
Warrant, in addition to the existing Offeree Warrant owned by
PLI. Accordingly, as at 4:00 p.m. on 1 August 2001, including
the acceptance received, the Offerors held two Offeree Warrants
in aggregate.
Maintaining The Listing
The Stock Exchange has stated that it will closely monitor
trading in the Offeree Shares if, upon the closing of the
Offers, less than 25 percent of the issued share capital of the
Offeree is held in public hands.
If the Stock Exchange believes that a false market exists or may
exist in the Offeree Shares or there are insufficient Offeree
Shares in public hands to maintain an orderly market, it will
consider exercising its discretion to suspend trading in the
Offeree Shares.
The Stock Exchange has also stated that it will closely monitor
all future acquisitions or disposals of assets by the Offeree.
If the Offeree Shares remain listed on the Stock Exchange, any
acquisition or disposal of assets by the Offeree Group will be
subject to the provisions of the Listing Rules.
Pursuant to the Listing Rules, the Stock Exchange has discretion
to require the Offeree to issue a circular to the Offeree
Shareholders where an acquisition or disposal by the Offeree
Group is proposed, irrespective of the size of the proposed
acquisition and/or disposal of assets by the Offeree Group,
particularly where such proposed acquisition and/or disposal of
assets by the Offeree Group represents a departure from the
principal activities of the Offeree Group.
The Stock Exchange has the power to aggregate a series of
acquisitions and disposals of assets by the Offeree Group and
any such acquisitions and disposals of assets may result in the
Offeree being treated as if it were a new listing applicant and
being made subject to the requirements for new listing
application as set out in the Listing Rules (including payment
of a new listing fee and the execution of a new Listing
Agreement).
TCR-AP has reported that ICG Asia Limited (the Company) entered
into a Restructuring Agreement with its subsidiary,
MegaVillage.com Holdings Limited, pursuant to which MegaVillage
agrees to waive in full the Milestone Payment in consideration
for the sale of the Repurchase Shares held by the Company to
MegaVillage.
As the consideration for the transaction represents less than 3
percent of the consolidated net tangible assets of the Company
as disclosed in its audited accounts for the year ended 31
December 2000, the Restructuring Agreement falls within the de
minimus rule under Rule 14.25(1) of the Listing Rules.
Accordingly, the Restructuring Agreement is only subject to
disclosure requirements and no independent shareholders'
approval is required. The Company will include details of the
Restructuring Agreement in its next published annual report in
accordance with the Listing Rules.
The Directors announce that the Company has entered into the
Restructuring Agreement pursuant to which MegaVillage agrees to
waive in full the Milestone Payment in consideration for the
sale to MegaVillage of the Repurchase Shares held by the
Company.
The Milestone Payment was payable by the Company to MegaVillage
after certain operational milestones were met by MegaVillage
pursuant to the terms of the Subscription Agreement.
Those operational milestones have been met by MegaVillage.
JILIN CHEMICAL: May Lose 407M Yuan In H1, Analysts Say
------------------------------------------------------
Jilin Chemical Industrial, an H-share subsidiary of oil giant
PetroChina, could post a net loss of 407 million yuan for the
first half. An ING Barings forecast highlights industry-wide
difficulties.
It follows Jilin's earlier warning that it expected to post
interim losses and news of a substantial decline in profits at
other mainland petrochemical firms.
In a research report released yesterday the brokerage predicted
Jilin, a producer of synthetic rubber and chemical fertilizers
from refined crude oil, would book a provision on bad and
doubtful debts of 450 million yuan in the first half.
ING originally forecast Jilin, before its loss warning last
Friday, to book an interim net profit of 46 million yuan. It
now said it expected an interim loss due to higher provisions
for receivables, lower product prices and more expensive raw
materials.
Analysts were surprised by the huge provision estimate saying
Jilin's management had indicated no large write-offs were
expected after last year's 602 million yuan write-down of old
equipment which dragged it into a net loss of 835.99 million
yuan.
NETALONE.COM: Losses Swell To HK$243.18M
----------------------------------------
Electronic commerce solutions provider Netalone.com, formerly
shoes and consumer electronic product maker Cybersonic
Technology, lost HK$243.18 million in the year to March 31, well
up on the previous loss of HK$96.39 million. The HK$40.3
million turnover was down 41 percent.
It made a loss of HK$172.18 million on turnover of HK$23.96
million on its e-commerce operation, while its consumer
electronic operation racked up a loss of HK$64.68 million on
turnover of HK$16.08 million.
No details were given for the huge loss in yesterday's filing to
the stock exchange, but it was partly attributed to last year's
collapsed plan to merge the company's e-commerce operation with
those of e2-Capital (Holdings).
Netalone was formed via the injection of portal and e-commerce
assets into Cybersonic by former Citibank chief and previous
head of interactive TV at Hong Kong Telecom, William Lo. Mr. Lo
sold his stake in April for HK$59.57 million.
OP-EL NETWORK: Seeks Winding Up Of Operations
---------------------------------------------
OP-EL Network House Company Limited is seeking the winding up of
the company's operations. The company filed the winding up
petition on July 16, 2001, and will be heard before the High
Court of Hong Kong on October 3, 2001. OP-EL Network's
registered office is located at Shop 159, 1st Floor, The
Computer City, Southorn Centre, 130 Hennessy Road, Wanchai, Hong
Kong.
PACIFIC CENTURY: Withdraws Listing Of Call Warrants
---------------------------------------------------
The listing of the 2001 European style cash settled call
warrants relating to issued ordinary shares of HK$0.05 each in
Pacific Century CyberWorks Limited issued by Credit Lyonnais
Financial Products (Guernsey) Limited (stock code: 2189) was
withdrawn after the close of business yesterday 2 August 2001.
SEAPOWER RESOURCES: Board Proposes Capital Reduction
----------------------------------------------------
The Board of Directors ("Directors") of Seapower Resources
International Limited (the "Company") intends to put forward a
proposal to the shareholders (the "Shareholders") of the Company
for the reduction of the Company's capital by canceling paid up
capital to the extent of HK$0.04 on each of the issued shares of
the Company by reducing the nominal value of all the issued and
unissued shares of the Company from HK$0.05 each to HK$0.01 each
(the "Reduction of Capital").
The credit arising from the Reduction of Capital of
HK$61,881,713.16 and a transfer from the share premium account
of the Company of HK$276,033,973.30 will be applied towards the
elimination of the accumulated losses of the Company of
HK$337,915,686.46 as at 31 March 2001.
Upon effectiveness of the Reduction of Capital, there will be a
remaining balance of HK$156,687,605.44 in the share premium
account. All the unissued share capital of the Company will be
cancelled and subsequently increased to the original authorized
amount of HK$1,000,000,000.
The Reduction of Capital is subject to the conditions contained
in the section headed "Conditions" below.
A circular of the Company containing details of the Reduction of
Capital and a notice convening an extraordinary general meeting
(the "Extraordinary General Meeting") to approve the Reduction
of Capital will be posted to the Shareholders of the Company as
soon as practicable.
Reduction Of Capital
The Company is an investment holding company with its
subsidiaries principally engaged in cold storage warehousing,
provision of logistics services, property and investment
holding.
As at 31 March 2001, the Company recorded an accumulated loss of
HK$337,915,686.46. The proposed Reduction of Capital will allow
the Company to eliminate the accumulated losses and as a result,
will provide greater flexibility for the Company's dividend
policy when the Company returns a profitable operation in the
future.
Recently, the shares of the Company (the "Shares") had traded at
prices near their nominal value of HK$0.05 each, ranging from
HK$0.06 to HK$0.079 per Share. The closing price on 31 July 2001
was HK$0.069 per Share.
The Directors believe that if the Company decides to issue new
Shares in the future, in order to attract support from the
Shareholders and/or public investors to the new issue, reference
has to be made to the market price such that the issue price may
fall below the nominal value of the Shares, subject to market
conditions.
Under the Companies Law of the Cayman Islands (the "Companies
Law"), a company may not issue shares at a discount to the
nominal value of such shares unless, inter alia, the issue is
authorised by a resolution of the Shareholders of the Company
and is sanctioned by the Grand Court of the Cayman Islands (the
"Court").
With the Reduction of Capital, the reduction of the nominal
value of the Shares of the Company from HK$0.05 to HK$0.01 will
provide the Company with greater flexibility in pricing any new
issue of shares in the future, if the Company considers this
appropriate. At present, the Directors have no intention to
issue new Shares.
The Directors propose the Reduction of Capital will be effected
in the following manner:
(i) the paid up capital and nominal value of the Shares be
reduced by HK$0.04 per Share by canceling an equivalent amount
of paid up capital per Share so that the nominal value of each
such share will be reduced from HK$0.05 to HK$0.01. At present,
the authorized capital of the Company is HK$1,000,000,000
comprising 20,000,000,000 shares of HK$0.05 each, of which
1,547,042,829 Shares have been issued and are fully paid. Such
issued share capital will be reduced by HK$61,881,713.16 to
HK$15,470,428.29 consisting of 1,547,042,829 Shares of HK$0.01
each;
(ii) on the basis of 1,547,042,829 Shares presently in issue,
a credit of HK$61,881,713.16 will arise as a result of the
Reduction of Capital. Such credit will be applied towards the
elimination of same amount of accumulated losses standing in the
accumulated profit and loss account of the Company as at 31
March 2001 from HK$337,915,686.46 to HK$276,033,973.30;
(iii) the share premium account of the Company, which as at
31st March, 2001 had a balance of HK$432,721,578.74 will be
applied to eliminate the balance of the audited accumulated
losses of the Company as at 31 March 2001 of HK$276,033,973.30
after the elimination of HK$61,881,713.16 arising from the
Reduction of Capital. On the basis that the balance of the share
premium account of the Company remains unchanged as at the
effective date of the Reduction of Capital, there will be a
remaining balance of HK$156,687,605.44 standing to the credit of
the share premium account of the Company upon the Reduction of
Capital becoming effective and the offsetting of
HK$276,033,973.30 of share premium account against the audited
accumulated losses of the Company as at 31 March 2001; and
(iv) all of the authorized but unissued share capital of the
Company of HK$922,647,858.55 divided into 18,452,957,171 Shares
of HK$0.05 each will be cancelled and subsequently increased to
the original authorized share capital of HK$1,000,000,000 by the
creation of such number of new shares of HK$0.01 each so that
the aggregate value of shares issued or issuable will be equal
to the original authorized share capital of HK$1,000,000,000
(depending on the number of issued shares as at the effective
date of the Reduction of Capital). On the basis of 1,547,042,829
Shares presently in issue, 98,452,957,171 new shares of HK$0.01
each will be created. Upon the Reduction of Capital becoming
effective and on the basis of 1,547,042,829 Shares presently in
issue, the authorized share capital of the Company will be
HK$1,000,000,000 comprising 100 billion new Shares of HK$0.01
each, of which 1,547,042,829 Shares have been issued and fully
paid.
Implementation of the Reduction of Capital will not, of itself,
alter the underlying assets, business operations, management or
financial position of the Company or the proportional interests
of the Shareholders in the Company, other than the payment of
related expenses of approximately HK$200,000.
The Directors believe that the Reduction of Capital will not
have an adverse effect on the financial position of the Company
or the Group. The Shares after the Reduction of Capital will
rank pari passu in all respects with each other and the
Reduction of Capital will not result in any change in the
relative rights of the Shareholders.
Conditions
The Reduction of Capital is conditional on the following
conditions being fulfilled:
(a) the passing at the Extraordinary General Meeting of a
special resolution to approve the Reduction of Capital;
(b) the confirmation by the Court and the registration by the
Registrar of Companies of an office copy of the Court order and
the minute containing the particulars required under the
Companies Law; and
(c) the Listing Committee of The Stock Exchange of Hong Kong
Limited ("Stock Exchange") granting the listing of, and
permission to deal in the new ordinary shares in the capital of
the Company upon the Reduction of Capital becoming effective
("New Shares").
Free Exchange Of Certificates For New Shares And Trading
Arrangement
As the Court hearing dates have yet been confirmed, the
effective date of the Reduction of Capital is not ascertainable
at present. Should the Reduction of Capital be effective,
Shareholders may submit existing certificates for the Shares to
the registrar of the Company, Progressive Registration Limited,
5/F., Wing On Centre, 111 Connaught Road Central, Hong Kong for
exchange, at the expense of the Company up to one month from the
effective date, for certificates for the New Shares. Details of
such free exchange of share certificates and the relevant
trading arrangement will be announced as soon as the effective
date of the Reduction of Capital is ascertainable.
General
Application will be made to the Listing Committee of the Stock
Exchange for granting the listing of, and permission to deal in
the New Shares.
A circular containing details of the Reduction of Capital
together with a notice convening the Extraordinary General
Meeting to consider, and if thought fit, to approve the
Reduction of Capital will be dispatched to the Shareholders as
soon as practicable.
A further announcement will be made to inform the Shareholders
of the effective date of the Reduction of Capital.
On Monday, TCR-AP reported that Seapower Resources International
Limited posted a net loss of HK$239.054 million for the year 31
March 2001, an increase from the preceding year's net loss of
HK$161.474 million.
Moreover, the Company incurred an operating loss of HK$105.888
million, as compared to HK$12.735 million in operating losses
the previous year. The loss from operations was made on turnover
of HK$201.110 million, down from the previous year's HK$300,259
million.
According to the auditors' report, the financial statement of
the Company was made on the following:
a) Fundamental uncertainty relating to the going concern basis
The Group's servicing of borrowings from certain financial
creditors (the "Financial Creditors") were not made according to
the schedules set by the Financial Creditors such that the
Group's borrowings from these Financial Creditors have become
due for repayment. As a result, receivers had been appointed by
certain of the Financial Creditors (the "Banking Syndicate") in
respect of two of the Group's three cold storage warehouses (the
"Properties"). Also, one member of the Banking Syndicate had
taken action in connection with their specific security over
certain Group assets.
The Group's third cold storage warehouse secured borrowings
obtained from a Financial Creditor which was not a member of the
Banking Syndicate. The Group was dependent upon the continuing
support of Financial Creditors with which the Group was in
discussion for the restructuring of the borrowings.
Provided that the Financial Creditors continued to support
the Group until such time as agreement could be reached with the
Financial Creditors for the restructuring of the Group's
borrowings, the Directors considered that the Group would have
sufficient financial resources to meet in full its financial
obligations as they fell due for the foreseeable future. The
financial statements had been prepared on a going concern basis,
the validity of which depended upon future funding being
available. The financial statements did not include any
adjustments that might result from the failure to obtain such
funding.
b) The evidence of certain items available to the auditors was
limited as
follows:
(1) Included in the consolidated income statement was a loss
on disposal of a subsidiary of approximately HK$3 million.
However, the auditors were unable to obtain the sale and
purchase agreement or other documentary evidence in respect of
the disposal. Also, full provision has been made in respect of
the balance of the receivable for the disposal of approximately
HK$27 million. Against this background, the auditors were unable
to satisfy themselves as to the validity of the disposal and as
to whether the recorded loss on disposal and the subsequent
provision were fairly stated.
(2) Included in the Group's property, plant and machinery as
at 31 March, 2001 were properties held for development of
approximately HK$54 million. The auditors were unable to obtain
sufficient information and explanations regarding the valuation
of the properties under development as at 31 March 2001 to
assess whether any provision was required for impairment in
value.
Any adjustments to the figures mentioned above would
affect the net assets of the Company and the Group as at 31
March 2001 and the results of the Group for the year then ended.
=================
I N D O N E S I A
=================
BANK NEGARA: S&P Revises Outlook To Stable
------------------------------------------
Standard & Poor's Tuesday revised the outlooks on Bank Negara
Indonesia (Persero) Tbk (P.T)'s (BNI) foreign currency and local
currency counterparty credit ratings to stable from negative.
The outlook revisions follow Standard & Poor's outlook revision
on the Republic of Indonesia to stable from negative (see
related news release dated July 30, 2001).
At the same time, Standard & Poor's affirmed its single-'B'-
minus long-term local currency counterparty credit rating and
triple-'C'-plus foreign currency counterparty credit rating and
senior unsecured debt rating, and its single-'C' short-term
local currency and foreign currency counterparty credit ratings
on BNI.
Standard & Poor's affirmed Indonesia's triple-'C'-plus long-term
and single-'C' short-term foreign currency ratings, as well as
the country's single-'B'-minus long-term and single-'C' short-
term local currency ratings.
RATINGS AFFIRMED; OUTLOOK REVISED TO STABLE
Bank Negara Indonesia (Persero) Tbk (P.T)
Counterparty credit ratings
Foreign currency CCC+/C
Local currency B-/C
WICAKSANA OVERSEAS: Plants To Buy Back US$70-M Debt
---------------------------------------------------
Wicaksana Overseas Indonesia is considering buying back a total
of US$70 million of its debt, Asia Pulse reports Tuesday.
According to company President Bachtiar Yusuf, the company will
only execute its buyback plan once the disposal of the company's
interests in its subsidiary PT Jakarana Tama is completed, the
report says. The said disposal may be completed within the next
three months.
The sale of the company's stake in Jakarana is part of the
company's creditors-approved debt restructuring agreement.
Moreover, to execute the buyback, the company will raise funds
through accessing rupiah-denominated loans from domestic
creditor banks.
=========
J A P A N
=========
DAI-ICHI KANGYO: Ratings Unaffected By Sale Of Heller Financial
---------------------------------------------------------------
Standard & Poor's said Tuesday that General Electric Capital
Corp.'s (GE Capital; AAA/Stable/A-1+) proposed acquisition of
Heller Financial Inc. (A-/Watch Pos/A-2) would not affect the
ratings on Fuji Bank Ltd. (BBB+/Stable/A-2) or the other two
banks under Mizuho Holdings Inc., Dai-Ichi Kangyo Bank Ltd.
(BBB+/Stable/A-2) and Industrial Bank of Japan Ltd.
(BBB+/Stable/A-2).
Mizuho announced Monday night that it supported the acquisition
by GE Capital to acquire Heller, a U.S.-based finance company
partly owned by Fuji's U.S. subsidiary, Fuji America Holdings
Inc.
Completion of the transaction is expected before the end of
2001, subject to regulatory approval.
As Heller has been profitable, the sale will reduce the
profitability of Fuji and Mizuho. However, gains from the sale,
expected to amount to Y112 billion after tax, will enhance
Fuji's and Mizuho's financial flexibility.
DAIWA BANK: S&P Affirms `BB+/B' Ratings
---------------------------------------
Standard & Poor's has affirmed its double-'B'-plus long-term and
single-'B' short-term ratings on Daiwa Bank Ltd. The outlook on
the long-term rating remains negative.
The affirmation follows Daiwa's announcement that it will
establish a holding company in fiscal 2001 (ending March 31,
2002) under which it plans to consolidate its banking operations
with affiliated regional banks, Kinki Osaka Bank Ltd. and Nara
Bank Ltd.
Following the establishment of the holding company, Daiwa plans
to spin off its trust business from its commercial banking
business. As part of this process, Daiwa plans to sell minority
shares in the newly created trust bank.
The affirmation is based on Standard & Poor's view that the
impact of the new scheme, as a whole, will not immediately
improve or impair the bank's credit profile significantly.
In Standard & Poor's view, Daiwa's plan has the potential to
enhance the operating efficiency of the group's banking
business. The reorganization should encourage the group's
management to accelerate its ongoing rationalization measures,
such as closing unprofitable branches and restructuring its
human resources.
Nonetheless, improvements in profitability as a result of the
reorganization are far from certain. The group is likely to be
confronted with many difficulties in carrying out its
rationalization measures while maintaining its solid customer
base and expertise in banking business.
Another concern is Daiwa's credit profile, which is expected to
correlate more closely with the affiliated banks, Kinki Osaka
Bank and Nara Bank, under the holding company. However, the
rating on Daiwa already takes into account the risk profiles of
the two regional banks, which have had strong operational ties
with Daiwa since 1999.
Daiwa's plan to spin off its trust division and sell minority
shares in the new entity will prevent the bank from directly
accessing revenue streams from this business line. H
However, the current rating assumes that the franchise value of
a trust bank would continue to benefit Daiwa, although
indirectly, through the holding company's power and motivation
to reallocate financial resources within the group when
necessary.
If the pension and corporate trust division were to be sold,
this would diminish the group's profitability. The division has
been relatively profitable and generated 15 percent of the gross
operating profit of the bank in fiscal 2000. However, gains
derived from selling its trust business would improve the
group's overall financial flexibility.
The affirmation is also based on the fact that the
reorganization scheme does not have any immediate impact on
Daiwa's asset quality or capitalization, both of which compare
unfavorably with those of most Japanese major banks.
Given Daiwa's significant role in the financial system of the
Kansai area, Standard & Poor's ratings also incorporate the
possibility that the Japanese government may provide weak
domestic banks with some form of financial support, although
this support cannot be assumed automatically.
OUTLOOK: NEGATIVE
The outlook reflects Daiwa's low asset quality, which may
deteriorate further amid the protracted economic slowdown and
the sharp decline in land prices in the bank's operating area.
Daiwa's constrained financial flexibility relative to its peers
is also a source of concern.
MATSUSHITA ELECTRIC: Posts First-Ever Operating Loss
----------------------------------------------------
Matsushita Electric Industrial reported its first-ever group
operating loss and revised down its group earnings outlook for
the first half ending September amid weakening global demand in
the information technology sector. Matsushita's profit warning
follows similar announcements by other Japanese high-tech
companies such as its rival Sony confirming again that dropping
global IT demand is hurting major Japanese high-tech firms.
The Japanese consumer electronics giant said it posted a group
operating loss of Y28.7 billion in the first quarter of its
financial year, its first group operating loss since it began
reporting quarterly results in 1971 in line with its share
listing in New York, compared with a group operating profit of
Y21.2 billion in the year-ago period.
The Y38.7 billion operating loss was much worse than analysts'
expectations of an operating loss of Y13 billion to Y27 billion.
The company now expects a group net loss of Y45 billion on sales
of Y3.38 trillion for the first half, considerably worse than
the net profit of Y9 billion and sales of Y3.54 trillion it
forecast in late April.
MITSUBISHI ELECTRIC: To Cut Capital Spending On Microchips
----------------------------------------------------------
Mitsubishi Electric Corp. is planning to reduce its capital
expenditures on its semiconductor business by as much as Y10
billion for the current fiscal year, Kyodo News reports
Thursday, citing company officials.
Last year, Mitsubishi Electric recalled nearly 100,000
televisions in Japan after admitting it concealed complaints
about sets liable to burst into flames.
The cost of repairing the sets was estimated at around Y7,000-
10,000 (US$66-94) each.
SHINSEI BANK: DIC's Rejection Won't Affect Rating
-------------------------------------------------
Standard & Poor's said Monday that Depository Insurance Corp.'s
refusal to repurchase loans from Shinsei Bank Ltd. (BBB-
/Stable/A-3) would have no impact on the current ratings or
outlook on the bank.
Reportedly, Shinsei asked DIC to repurchase its loans to Life
Corp., which applied for rehabilitation last year, under its
secondary loss protection agreement arranged between the
government and the new owner of the bank, New LTCB Partners CV,
when the bank was sold in March 2000.
The loss for Shinsei, reportedly Y20 billion, would represent
approximately half of the bank's core profit in fiscal 2000
(ended March 2001).
Nonetheless, Standard & Poor's has incorporated in its ratings
the risk stemming from the implementation of the secondary loss
protection arrangement.
Standard & Poor's will monitor the final decision by DIC on this
loan. If further similar incidents take place in the future,
this could have a negative impact on the ratings or outlook on
the bank.
=========
K O R E A
=========
DAEWOO SHIPBUILDING: KDB To Render Decision On End Of Workout
-------------------------------------------------------------
The Korea Development Bank (KDB) is expected to release on
August 26 its decision regarding the termination of the ongoing
workout program for Daewoo Shipbuilding Company, Asia Pulse
reports Tuesday, citing a KDB official.
According to the report, Daewoo Shipbuilding filed for the
termination of the workout exercise.
However, main creditor KDB will consult Arthur Andersen and the
company's creditors whether to allow the company graduate from
the workout, the report says.
A KDB official, as quoted in the report, added that the bank
would be conducting a review of the memorandum of understanding
on the company's obligations, credit, takeover of companies and
the interest rates and maturity of outstanding corporate bonds.
It may take KDB around 20 days to complete the review.
HYUNDAI MOTOR: Sales Of EF Sonata Hit Slide
-------------------------------------------
The sales of Hyundai Motor's best-selling passenger model EF
Sonata fell to 9,470 units in June, from 11,458 units in April,
as the model's losing its market share to competitor Renault
Samsung's SM5, The Digital Chosun reported yesterday.
According to the report, because of the drop in sales, including
those of other new models like Terracan and Lavita, market
analysts predict bumpy ride for the company for the rest of the
year.
July sales were pegged at 9,000 units, and with the continued
decline, the company's revving up for an aggressive marketing
campaign, the report says.
HYUNDAI TRUST: Sale Nears Completion
------------------------------------
The sale of Hyundai Trust Investment & Securities is already
nearing its completion as the negotiations between Hyundai
Securities and American International Group (AIG) on the
latter's takeover bid have entered its final phase, The Korea
Times reported yesterday.
According to the newspaper, the suggested sale price is
reportedly pegged at W15,000 per share. AIG's response to the
proposed price will be out as early as this week.
===============
M A L A Y S I A
===============
ABRAR CORP: Consultants to Conduct Due Diligence on APLand
----------------------------------------------------------
Abrar Corp Berhad (Special Administrators Appointed) announced
Wednesday that pursuant to the Memorandum of Understanding (MoU)
executed by the company and Asia Pacific Land Berhad (APLand)
and certain subsdiaries/sub-subsidiaries of APLand (the White
Knight) on 27 June 2001, the company has engaged the services of
various consultants to conduct due diligence and valuation
exercises on the assets of the White Knight in respect of the
corporate debt restructuring exercise (Workout Proposal) of the
company.
The Special Administrators of the company are also finalizing
the company's draft Workout Proposal for Pengurusan Danaharta
Nasional Berhad's review.
The company said further details of the company's Workout
Proposal would be announced in due course.
AUSTRAL AMALGAMATED: Posts Net Loss Of RM31.374M
------------------------------------------------
Austral Amalgamated Berhad released Wednesday its unaudited
quarterly report on consolidated results for the financial
period ended 31 March 2001, which registered a net loss of
RM31.374 million for the individual third period in the current
year quarter, up from the RM20.927 million net loss in the
individual period for the preceding year corresponding quarter.
The company registered a net loss of RM52.537 million in the
cumulative period for the current year to date, up from the
RM45.942 million in the cumulative period for the preceding year
corresponding quarter.
The company, however, made a revenue of RM8.430 million in the
individual period for the current year quarter, up from the
revenue of RM7.226 million in the individual period for the
preceding corresponding quarter.
The company also made a revenue of RM31.406 million in the
cumulative period for the current year to date, up from the
RM24.049 million in the cumulative period for the preceding year
corresponding quarter.
AUSTRAL AMALGAMATED: Status Of Regularization Scheme Unchanged
--------------------------------------------------------------
Austral Amalgamated Berhad announced Wednesday that there is no
change to the status of the company's plan to regularize its
financial condition since its last announcement on 2 July, 2001,
in which the Securities Commission (SC) had, vide their letter
dated 16 April, 2001, approved the company's plan to regularize
its financial position.
MYCOM BERHAD: Submits Revised Scheme To SC
------------------------------------------
Alliance Merchant Bank Berhad (formerly known as Amanah Merchant
Bank Berhad), on behalf of the board of directors of Mycom
Berhad, announced Wednesday that the Company had on 20 July 2001
submitted to the Securities Commission (SC) a revised proposed
restructuring scheme (Revised Scheme). The Revised Scheme is
formulated to address SC's request dated 26 February 2001 for a
more comprehensive restructuring exercise.
Unless expressly provided otherwise, the Revised Scheme shall
supersede the terms of the original proposed restructuring
scheme as announced on 8 May 2000 by the Company (Original
Scheme).
Mycom and certain of its subsidiary companies had on, 8 May
2000, entered into a restructuring and standstill agreement
(RSA) encapsulating the Original Scheme with all its local
financial institution creditors (FIs). The terms of the Revised
Scheme differs significantly from the Original Scheme. Hence,
the Company shall enter into a supplemental RSA with its FIs and
shall procure the approval of relevant authorities in respect of
the Revised Scheme.
A circular to the shareholders of Mycom setting out the full
terms of the Revised Scheme shall be dispatched after the
approvals of all relevant authorities/parties have been
obtained.
DETAILS OF THE REVISED SCHEME
Proposed Capital Reduction and Proposed Capital Consolidation
Mycom proposes to undertake a share capital reduction of
90% of its existing issued and paid-up share capital which would
result in an issued and paid-up share capital of RM39,268,207
comprising 392,682,073 ordinary shares of RM0.10 each.
Subsequently, the issued and paid-up share capital of
Mycom
will be consolidated on the basis of ten (10) resultant ordinary
shares of RM0.10 each into one (1) ordinary share of RM1.00 each
in Mycom (Consolidated Shares). The Consolidated Shares will be
cancelled and new ordinary shares of RM1.00 each in Mycom
(Shares) will be issued in their place.
The above are collectively referred to as the Proposed
Capital Reduction and Proposed Capital Consolidation.
Proposed Share Premium Account Reduction
It is proposed that an amount of RM134,488,604, being the
entire amount outstanding in the audited share premium account
as at 30 June 2000 be set off against the accumulated losses of
the Mycom Group (Proposed Share Premium Account Reduction).
Proposed Revaluation Reserve Account Reduction
It is proposed that an amount of RM103,667,523, being the
entire amount in the audited revaluation reserve account as at
30 June 2000 be set off against the accumulated losses of the
Mycom Group (Proposed Revaluation Reserve Account Reduction).
The credit amounting to an aggregate of RM591,569,993
(arising from the Proposed Capital Reduction and Proposed
Capital Consolidation, Proposed Share Premium Account Reduction
and Proposed Revaluation Reserve Account Reduction) will be set
off against the accumulated losses of the Group estimated as at
30 June 2001 of RM763.951 million which will hence be reduced
substantially to RM172.381 million.
Proposed Rights Issue
Mycom proposes a renounceable rights issue of 78,536,415
new Shares with 78,536,415 detachable free Warrants on the basis
of two (2) new Shares and two (2) Warrants for each existing
Share held (subsequent to the Proposed Capital Reduction and
Proposed Capital Consolidation) at an issue price of RM1.00 per
Share (Proposed Rights Issue).
The Company proposes to pre-fix the issue price of the
rights shares and exercise price of the Warrants at RM1.00 per
Share.
The salient terms of the Warrants shall remain the same as
proposed under the Original Scheme as announced on 8 May 2000
save for the proposed pre-fixing of the Warrants' exercise price
at RM1.00 per Share.
Proposed Special Issue
Mycom also proposes a special issue of 90,000,000 new
Shares with 90,000,000 detachable free Warrants on the basis of
one (1) Warrant for each special issue share at an issue price
of RM1.00 per Share (Proposed Special Issue). Consistent with
the Proposed Rights Issue, the Company proposes to pre-fix the
issue price of special issue shares at RM1.00 each. The salient
terms of the Warrants to be issued under the Proposed Special
Issue shall be the same as terms of Warrants to be issued under
the Proposed Rights Issue.
Proposed Debt Novation
Certain debts will be novated as follows:
ú from certain subsidiaries of Mycom, namely, Duta
Grand Hotels Sdn Bhd (DGH), UNP Plywood Sdn Bhd (UNP), Pacific
Forest Industries Sdn Bhd (PFI) and Sentul Murni Sdn Bhd to
Mycom of RM251.3 million;
ú from Olympia Industries Berhad (OIB) group of
companies to Mycom of RM99.5 million; and
ú from Mycom to OIB of RM51.6 million.
The above shall be collectively referred as the Proposed Debt
Novation.
Proposed Debt Restructuring
After the Proposed Debt Novation, the debts of Mycom Group
of approximately RM979.3 million are proposed to be restructured
(Proposed Debt Restructuring) as follows:
(i) Domestic debt
ú Secured debts with nominal value as at 30
September 1998 (or any other date on which the credit facilities
are frozen) (hereinafter referred to as the Cut-off Date) which
are represented by current collateral value and net cashflow
from operating activities are proposed to be settled via the
issuance of an estimated amount of RM78,231,485 nominal value of
six (6) year Redeemable Secured Loan Stocks (RSLS) and
RM62,424,880 nominal value of six (6) year Redeemable Unsecured
Loan Stocks (RULS);
ú Secured debts with nominal value as at the Cut-off
Date which are represented by current collateral value but not
represented by net cashflow from operating activities are
proposed to be settled via the issuance of an estimated amount
of RM110,515,715 nominal value of six (6) year Irredeemable
Convertible Bonds (ICB);
ú Secured debts with nominal value as at Cut-off
Date which are not represented by the value of collateral are
proposed to be settled via the issuance of an estimated amount
of RM96,133,265 nominal value of six (6) year Irredeemable
Convertible Unsecured Loan Stocks (ICULS);
ú Unsecured debts are proposed to be settled via the
issuance of an estimated amount of RM120,325,153 nominal value
of ICULS;
ú Accrued interest by secured debts represented by
collateral value from Cut-off Date to 30 June 2001 is proposed
to be settled with approximately 37,175,605 new Shares. Accrued
interest by secured debts represented by collateral value from 1
July 2001 to date of issue of debt instruments will be waived;
ú Accrued interest of secured debts not represented
by collateral value and unsecured debts from the Cut-off Date to
the date of issue of debt instruments is proposed to be waived;
ú Compensation for the low coupon rates of RSLS and
RULS is proposed to be settled via the cash proceeds from the
issuance of 21,480,637 new Shares with 21,480,637 free
detachable Warrants under the Proposed Special Issue; and
ú Compensation for the low coupon rates of ICB and
zero coupon rates for the first two (2) years of ICULS is
proposed to be settled via issuance of 37,484,000 new Shares to
the FIs.
The salient terms of RSLS, RULS, ICULS and ICB are
set out in Table 1.
(ii) Foreign debts
ú The debts under the Floating Rate Notes due in
year 2000 (FRN) issued by Mycom Capital (BVI) Ltd (MCBVI) to
foreign FIs which are represented by net cashflow from operating
activities; are proposed to be settled by the issuance of
USD26,320,000 nominal value of Bonds (MCBVI Bonds) (equivalent
to RM100,016,000, assuming an exchange rate of USD1.00 = RM3.80)
by MCBVI and guaranteed by Mycom;
ú The remaining debt under the FRN issue which are
not represented by net cashflow from operating activities are
proposed to be settled by the issuance of an estimated amount of
USD20,680,000 nominal value of Irredeemable Exchangeable Bonds
(IEB) (equivalent to RM78,584,000, assuming an exchange rate of
USD1.00 = RM3.80) by MCBVI and guaranteed by Mycom;
ú Accrued interest from 23 June 1998 to 30 June 2001
is proposed to be settled with an estimated amount of 42,772,446
new Shares. Accrued interest from 1 July 2001 to the date of
issue of debt instruments is proposed to be waived;
ú Compensation for the low coupon rates of MCBVI
Bonds is proposed to be settled via the cash proceeds from the
issuance of 18,623,557 new Shares with 18,623,557 free
detachable Warrants under the Proposed Special Issue; and
ú Compensation for the low coupon rates of IEB is
proposed to be settled via issuance of 15,891,460 new Shares at
an issue price of RM1.00 per Share to the FRN holders.
The salient terms of MCBVI Bonds and IEB are set out
in Table 1.
The Company proposes to pre-fix the issue price of
new Shares to be issued pursuant to the Proposed Debt
Restructuring at RM1.00 per Share, being its par value, to be
consistent with the Proposed Rights Issue and Proposed Special
Issue.
Proposed Acquisitions
Mycom proposes to undertake the following acquisitions:
(i) Proposed acquisitions of OIB's assets
Proposed acquisition of seven (7) companies and real
property namely Mascon Construction Sdn Bhd, Salhafa Sdn Bhd,
Rambai Realty Sdn Bhd, City Properties Development Sdn Bhd,
Maswarna Colour Coatings Sdn Bhd, Olympia Plaza Sdn Bhd and
Olympia Land Berhad (OLB) together with its subsidiaries namely
MB Properties Sdn Bhd, Olympia Leasing Sdn Bhd, Bakti Jati Sdn
Bhd, Olympia Property Services Sdn Bhd, Olympia Waterfront Sdn
Bhd and Guya Management Sdn Bhd; and one (1) parcel of land
measuring approximately five (5) acres situated at District of
Kota Kinabalu, Sabah from OIB (collectively referred to as the
OIB Assets) for a total purchase consideration of RM65.77
million (Proposed OIB Acquisition). The total purchase
consideration of RM65.77 million has been arrived at on a
willing buyer-willing seller basis.
The purchase consideration of RM65.77 million is
proposed to be settled via the following:
ú novation of debts from OIB group of companies
to Mycom (which forms part of the Proposed Debt Novation)
totaling RM56.78 million; and
ú cash proceeds from the Proposed Rights Issue
totalling RM8.99 million. On 21 June 2001, Mycom, on behalf of
OIB, had made an appeal to the SC for the valuation of the land
owned by RR be based on RM44,640,000 as originally proposed
compared to RM34,350,000 as proposed by the SC.
The full details of the OIB Assets and their
respective vendors had been set out in the announcement dated
14 August 2000 made by the Company.
(ii) Proposed acquisition of land located at Mukim
Batu, Wilayah Persekutuan
The proposed acquisition of land located at Mukim
Batu, Wilayah Persekutuan shall involve the acquisition of
approximately 41.14 acres of land situated at Mukim Batu,
Federal Territory (KHD Land) by Mycom from Kenny Height
Developments Sdn Bhd (KHD) for a purchase consideration of
RM235,000,000 as approved by the SC compared to RM290,000,000 as
proposed. The purchase consideration will be satisfied via the
issuance of 232,673,267 new Shares at an issue price of up to
RM1.01 per share (Proposed KHD Land Acquisition).
Consistent with the Proposed Rights Issue, Proposed
Special Issue and Proposed Debt Restructuring, the Company
proposes to pre-fix the issue price of new Shares to be issued
pursuant to the Proposed KHD Land Acquisition. However, as the
Proposed KHD Land Acquisition is deemed as a related party
transaction as set out in Section 9, the Company proposes to
pre-fix the consideration shares at RM1.01 each, a 1% premium
over the par value of Share.
On 7 June 2001, Mycom, on behalf of KHD, had made an
appeal to the SC for the valuation of the KHD Land be based on
RM290,000,000 as originally proposed.
The full details of the KHD Land and its vendor had
been set out in the announcement dated 14 August 2000 made by
the Company.
(iii) Proposed acquisition of land located in Pahang
The proposed acquisition of land located in Pahang
shall involve the acquisition of approximately 2,012.5 acres of
land situated at Mukim of Triang, Pahang (SD Land) by Mycom from
Sierra Development Sdn Bhd (SD) for a purchase consideration of
RM28,200,000 as approved by the SC compared to RM50,300,000 as
proposed. The purchase consideration will be satisfied via the
issuance of 27,920,792 new Shares at an issue price of RM1.01
per share (Proposed SD Land Acquisition).
Consistent with the Proposed Rights Issue, Proposed
Special Issue and Proposed Debt Restructuring, the Company
proposes to pre-fix the issue price of new Shares to be issued
pursuant to the Proposed SD Land Acquisition. However, as the
Proposed SD Land Acquisition is deemed as a related party
transaction as set out in Section 9, the Company proposes to
pre-fix the consideration shares at RM1.01 each, a 1% premium
over the par value of Share.
On 11 July 2001, Mycom, on behalf of the vendor of
SD Land, had made an appeal to the SC for the valuation of the
SD Land be based on RM50,300,000 as originally proposed.
The full details of the SD Land and its vendor had
been set out in the announcement dated 14 August 2000 made by
the Company.
The Proposed OIB Acquisition, Proposed KHD Land
Acquisition and Proposed SD Land Acquisition are collectively
referred to as the Proposed Acquisitions.
Further details of the Proposed Acquisitions have
been set out in the announcements dated 14 August 2000, 12
December 2000 and 12 June 2001.
Proposed Inter-Company Settlement
The proposed novation of debts between Mycom and OIB,
together with the existing inter-company balance as at 30 June
2000, will result in an estimated net amount of RM154,775,643
owing by Mycom to OIB which will be settled via the issuance of
RM154,775,643 nominal value of ICULS to OIB.
Proposed Offer for Sale
Mycom, being one of the substantial shareholders of OIB,
will not be subscribing for its entitlements of the 21,959,947
new ordinary share of RM1.00 each in OIB (OIB Rights Shares)
with 21,959,947 detachable free warrants (OIB Warrants) to be
issued pursuant to the proposed rights issue of OIB which is to
be undertaken pursuant to the proposed restructuring scheme (OIB
Scheme).
Mycom will, however, offer its entitlement of the
renounceable OIB Rights Shares and OIB Warrants to its existing
shareholders on the basis of one (1) OIB Rights Share together
with one (1) OIB Warrant for every two (2) existing Shares held
in Mycom (subsequent to the Proposed Capital Reduction and
Proposed Capital Consolidation) (Proposed Offer for Sale).
Proposed Settlement
Mycom proposes to settle the trade and other creditors of
certain Mycom's subsidiaries, namely DGH, PFI and UNP, which
will be novated to Mycom, via the issuance of 59,278,980 new
Shares at an issue price of RM1.00 per Share (Proposed
Settlement).
Proposed Placement
Mycom proposes to undertake a placement of a minimum of
RM100,000 nominal value of RULS, ICB and ICULS each respectively
to investors to be identified in order to meet the public spread
requirements for the listing of RULS, ICB and ICULS on the KLSE.
Proposed Increase in Authorised Share Capital
Mycom proposes to increase its authorised share capital
from RM1,000,000,000 comprising 1,000,000,000 Share to
RM2,000,000,000 comprising 2,000,000,000 Share by the creation
of 1,000,000,000 new Shares.
Proposed Disposals
Mycom proposes to dispose the following assets in the
future years in order to raise cash:
ú Unencumbered shares in OIB held by Mycom;
ú Up to 100 percent equity interest in the Tingkayu
group of companies;
ú Up to 100 percent equity interest in the Pertama
group of companies; and
ú Non-contributing or non-core business subsidiaries.
RANKING OF THE NEW SHARES
The new Shares to be issued pursuant to the Revised Scheme,
the exercise of the Warrants, the conversion of ICULS and ICB
and the exchange of IEB will rank pari passu in all respects
with the existing issued ordinary shares in Mycom (subsequent to
the Proposed Capital Reduction and Proposed Capital
Consolidation) except that such new Shares shall not rank for
any dividends, rights, allotments or other distribution declared
prior to the allotment of such new Shares.
UTILISATION OF PROCEEDS
The Proposed Rights Issue and the Proposed Special Issue will
raise gross proceeds of approximately RM78.54 million and RM90.0
million respectively or an aggregate of RM168.54 million. The
details of the proposed utilization of proceeds are set out in
Table 2.
EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
Share Capital
The effects of the Revised Scheme on the issued and paid-
up share capital of Mycom are set out in Table 3.
Earnings
The Revised Scheme is not expected to have a significant
impact on the earnings of the Mycom Group for the financial year
ending 30 June 2002. However, the Revised Scheme is expected to
enhance the future earnings of the Mycom Group.
NTA
The effects of the Revised Scheme on the proforma NTA of
the Mycom Group as at 30 June 2000 are set out in Table 4.
Substantial Shareholding
The effects of the Revised Scheme on the substantial
shareholders of Mycom as at 30 June 2001 are set out in Table 5.
Dividend
The Board of Directors of Mycom does not expect to declare
any dividend for the financial year ending 30 June 2002.
APPROVALS REQUIRED
The Revised Scheme is subject to, inter-alia, the following
approvals:
(i) SC in respect of the Revised Scheme;
(ii) Foreign Investment Committee (FIC) in respect of the
Revised Scheme;
(iii) Ministry of International Trade and Industry (MITI)
for recognition of the Bumiputera investors under the Proposed
Special Issue;
(iv) Bank Negara Malaysia in respect of the inter-company
advances for guarantee and payment of annual coupon of MCBVI
Bonds and IEB and redemption of MCBVI Bonds by Mycom on behalf
of
MCBVI;
(v) KLSE in respect of the listing and quotation of new
Shares, Warrants, RULS, ICULS and ICB to be issued pursuant to
the Revised Scheme and new Shares to be issued pursuant to the
exercise/conversion/exchange of Warrants, ICB, ICULS and IEB;
(vi) Shareholders of Mycom and OIB at their respective
extraordinary general meetings in respect of the Revised Scheme;
(vii) High Court of Malaya in respect of Proposed Capital
Reduction and Consolidation, Proposed Share Premium Account
Reduction and Proposed Revaluation Reserve Account Reduction;
(viii) All the lenders/ FIs which are parties to the
Revised Scheme; and
(ix) Any other relevant authorities/parties
The Revised Scheme is also inter-conditional with the OIB
Scheme.
DIRECTORS' OPINION
After taking into consideration the current financial
position of the Mycom Group, the Directors of Mycom are of the
opinion that the Revised Scheme is in the best interest of the
Mycom Group and its lenders.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
Save as disclosed below, none of the Directors and major
shareholders and persons connected with the Directors and major
shareholders of Mycom has any interest, direct or indirect, in
the Revised Scheme.
As at 30 June 2001, Mycom holds 109,799,737 ordinary shares
of RM1.00 each in OIB representing 21.6 percent equity interest
therein. The common directors of Mycom and OIB are as follows:
ú Dato' Yap Yong Seong;
ú Yap Wee Keat; and
ú Tan Sri Dato' Jaffar bin Abdul.
The common major shareholders of Mycom and OIB are as
follows:
ú Duta Equities Sdn Bhd;
ú Dato' Yap Yong Seong;
ú Datin Leong Li Nar;
ú Yap Wee Keat; and
ú Yap Wee Chun.
In view of the above, the Proposed Debt Novation and Proposed
OIB Acquisition are deemed as a related party transactions.
Further, SD is an 80.0% owned subsidiary of Olympia Development
Sdn Bhd (OD), a 63.8 percent owned subsidiary of OLB, which in
turn, is a wholly owned subsidiary of OIB. Therefore, the
Proposed SD Land Acquisition is deemed as a related party
transaction due to the common directors and major shareholders
of Mycom and OIB, being the ultimate shareholder of SD. In
addition, the common director of Mycom and SD is Dato' Yap Yong
Seong.
Further, the Proposed KHD Land is deemed as a related party
transaction due to the common major shareholders in Mycom and
KHD namely:
ú Datin Leong Li Nar; and
ú Yap Wee Chun
SUBMISSION TO THE RELEVANT AUTHORITIES
The application to the SC pertaining to the Revised Scheme
has been made on 20 July 2001. The application to the FIC and
MITI would be made within two (2) months from the date of this
announcement. The application to any other authorities/parties
would be made after the approval of the SC, FIC and MITI have
been obtained.
OLYMPIA INDUSTRIES: Submits Amended Workout Scheme To SC
--------------------------------------------------------
Alliance Merchant Bank Berhad (formerly known as Amanah Merchant
Bank Berhad), on behalf of the board of directors of Olympia
Industries Berhad (OIB), announced Wednesday that the Company
had on 20 July 2001 submitted to the Securities Commission (SC)
a revised proposed restructuring scheme (Revised Scheme).
The Revised Scheme is formulated to address SC's request dated
26 February 2001 for a more comprehensive restructuring
exercise.
Unless expressly provided otherwise, the Revised Scheme shall
supersede the terms of the original proposed restructuring
scheme as announced on 8 May 2000 by the Company (Original
Scheme).
OIB and certain of its subsidiary companies had on, 8 May 2000,
entered into a restructuring and standstill agreement (RSA)
encapsulating the Original Scheme with all its local financial
institution creditors (FIs).
The terms of the Revised Scheme differs significantly from the
Original Scheme. Hence, the Company shall enter into a
supplemental RSA with its FIs and shall procure the approval of
relevant authorities in respect of the Revised Scheme.
A circular to the shareholders of OIB setting out the full terms
of the Revised Scheme shall be dispatched after the approvals of
all relevant authorities/parties have been obtained.
DETAILS OF THE REVISED SCHEME
Proposed Capital Reduction and Proposed Capital Consolidation
OIB proposes to undertake a share capital reduction of 90
percent of its issued and paid-up share capital which would
result in an issued and paid-up share capital of RM50,838,119
comprising 508,381,193 ordinary shares of RM0.10 each.
Subsequently, the issued and paid-up share capital of OIB
will be consolidated on the basis of ten (10) resultant ordinary
shares of RM0.10 each into one (1) ordinary share of RM1.00 each
(Consolidated Shares). The Consolidated Shares will be cancelled
and new ordinary shares of RM1.00 each in OIB (Shares) will be
issued in their place.
The above are collectively referred to as the Proposed
Capital Reduction and Proposed Capital Consolidation.
Proposed Share Premium Account Reduction
It is proposed that an amount of RM190,534,826 being the
entire amount in the audited share premium account as at 30 June
2000 be set off against the accumulated losses of the OIB Group
(Proposed Share Premium Account Reduction).
The credit amounting to an aggregate of RM648,077,900
(arising from the Proposed Capital Reduction and Proposed
Capital Consolidation as well as Proposed Share Premium Account
Reduction) will be set off against the accumulated losses of the
Group estimated as at 30 June 2001 of RM734.343 million. Hence,
the accumulated losses of the Group estimated as at 30 June 2001
will be substantially reduced to RM86.265 million.
Proposed Rights Issue
OIB proposes a renounceable rights issue of 101,676,239
new Shares with 101,676,239 detachable free Warrants on the
basis of two (2) new Shares and two (2) Warrants for each
existing Share held (subsequent to the Proposed Capital
Reduction and Proposed Capital Consolidation) at an issue price
of RM1.00 per Share (Proposed Rights Issue).
The Company proposes to pre-fix the issue price of the
rights shares and exercise price of the Warrants at RM1.00 per
Share. The salient terms of the Warrants shall remain the same
as proposed under the Original Scheme as announced on 8 May
2000, save for the proposed pre-fixing of the Warrants exercise
price at RM1.00 per Share.
Proposed Special Issue
OIB also proposes a special issue of 75,000,000 new Shares
at an issue price of RM1.00 per Share (Proposed Special Issue).
Approximately 32,660,048 new Shares to be issued under the
Proposed Special Issue are to raise cash proceeds to facilitate
the proposed debt restructuring as set out in Section 2.6 below.
Consistent with the Proposed Rights Issue, the Company
proposes to pre-fix the issue price of special issue shares at
RM1.00 each.
Proposed Debt Novation
Certain debts will be novated as follows:
ú from six (6) subsidiary companies of OIB namely
Jupiter Securities Sdn Bhd (JSSB), Jupiter Capital Sdn Bhd,
Mascon Sdn Bhd, LC (BVI) Ltd, Scalini's Sdn Bhd and Citrus Caf,
Sdn Bhd to OIB of RM630.2 million;
ú from OIB group of companies to Mycom Berhad (Mycom)
of RM99.5 million; and
ú from Mycom to OIB of RM51.6 million.
Proposed Debt Restructuring
After the Proposed Debt Novation, the debts of OIB Group
totaling RM1,157.3 million are proposed to be restructured
(Proposed Debt Restructuring) as follows:
(i) Domestic debt
ú Secured debts with nominal value as at 30
September 1998 (or any other date on which the credit facilities
are frozen) (hereinafter referred to as the Cut-Off Date) which
are represented by current collateral value and net cashflow
from operating activities are proposed to be settled via the
issuance of an estimated amount of RM34,150,066 nominal value of
Redeemable Secured Loan Stocks (RSLS) and RM136,241,832 nominal
value of Redeemable Unsecured Loan Stocks (RULS);
ú Secured debts with nominal value as at the Cut-
off Date which are represented by current collateral value but
not represented by net cashflow from operating activities are
proposed to be settled via the issuance of an estimated amount
of RM245,198,098 nominal value of Irredeemable Convertible Bonds
(ICB);
ú Secured debts with nominal value as at Cut-off
Date which are not represented by the value of collateral are
proposed to be settled via the issuance of an estimated amount
of RM110,821,557 nominal value of Irredeemable Convertible
Unsecured Loan Stocks (ICULS);
ú Unsecured debts are proposed to be settled via the
issuance of an estimated amount of RM324,512,588 nominal value
of ICULS;
ú Accrued interest by secured debts which is
represented by collateral value from the Cut-off Date to 30 June
2001 is proposed to be settled with approximately 71,424,160 new
Shares. Accrued interest by secured debts which is represented
by collateral value from 1 July 2001 to the date of issue of
debt instruments is proposed to be waived;
ú Accrued interest of secured debts which is not
represented by collateral value and unsecured debts from the
Cut-off Date to the date of issue of debt instruments is
proposed to
be waived;
ú Compensation for the low coupon rates of RSLS and
RULS is proposed to be settled via cash proceeds from the
issuance of 26,842,656 new Shares under the Proposed Special
Issue; and
ú Compensation for the low coupon rates of ICB and
zero coupon rates for the first two (2) years of ICULS is
proposed to be settled via issuance of 62,304,939 new Shares to
the respective FIs.
(ii) Dairy Maid Resort & Recreation Sdn Bhd, (DMRR) a
wholly owned subsidiary of OIB
The existing debts of DMRR will not be subjected to
the Proposed Debt Novation and thus will be restructured within
DMRR itself. The debts are proposed to be restructured under the
following principal terms:
ú The secured debts with nominal value which
are represented by current collateral value are proposed to be
settled via the issuance of an estimated amount of RM72,500,000
nominal value of Redeemable Secured Loan Stocks to be issued by
DMRR (DMRR-RSLS);
ú Accrued interest by secured debts which is
represented by collateral from the Cut-off Date to 30 June 2001
is proposed to be settled via the issue of 22,667,261 new
Shares;
ú Accrued interest from 1 July 2001 to the
date of issue of debt instruments is proposed to be waived; and
ú Compensation for the low coupon rates of
DMRR-RSLS is proposed to be settled via cash proceeds from the
issuance of 5,817,392 new Shares under the Proposed Special
Issue.
The Company proposes to pre-fix the issue price of new
Shares to be issued pursuant to the Proposed Debt Restructuring
at RM1.00 per Share, being its par value, to be consistent with
the Proposed Rights Issue and Proposed Special Issue.
Proposed Acquisitions
OIB proposes to acquire four (4) parcels of land measuring
approximately 32.3 acres situated at Mukim Batu, Wilayah
Persekutuan (KHD Land) from Kenny Height Developments Sdn Bhd
(KHD) for a purchase consideration of RM165,000,000 as per SC's
approved valuation compared to RM210,000,000 as originally
proposed. The purchase consideration of RM165,000,000 will be
satisfied via the issue of 163,366,337 new Shares at an issue
price of RM1.01 per Share (Proposed KHD Land Acquisition).
The details of the KHD Land and its vendor had been set
out in the announcement dated 14 August 2000 made by the
Company.
OIB also proposes to acquire the following three (3)
companies as follows:
(i) 66.2 percent equity interest in MA Realty Sdn Bhd
(MA Realty) comprising 119,110,000 ordinary shares of RM1.00
each in MA Realty for a purchase consideration of RM79,440,000
which will be settled via an issue of 78,653,465 new Shares at
an issue price of RM1.01 per Share (Proposed MA Realty
Acquisition);
(ii) 37.9 percent equity interest in Naturelle Sdn Bhd
(Naturelle) comprising 79,553,000 ordinary shares of RM1.00 each
in Naturelle for a purchase consideration of RM41,690,000 which
will be settled via an issue of 41,690,000 new Shares at an
issue price of RM1.00 per Share (Proposed Naturelle
Acquisition); and
(iii) 78 percent equity interest in Harta Sekata Sdn
Bhd (Harta Sekata) comprising 100,000 ordinary shares of RM1.00
each in Harta Sekata for a purchase consideration of
RM48,360,000 which will be settled via an issue of 48,360,000
new Shares at an issue price of RM1.00 per Share (Proposed Harta
Sekata Acquisition).
The Proposed KHD Land Acquisition, Proposed MA Realty
Acquisition, Proposed Naturelle Acquisition and Proposed Harta
Sekata Acquisition are collectively referred to as the Proposed
Acquisitions.
Consistent with the Proposed Rights Issue, Proposed Special
Issue and Proposed Debt Restructuring, the Company proposes to
pre-fix the issue price of new Shares to be issued pursuant to
the Proposed Acquisitions. The Company proposes to pre-fix the
issue price of new Shares to be issued pursuant to the Proposed
Naturelle Acquisition and Proposed Harta Sekata Acquisition at
its par value. However, as the Proposed KHD Land Acquisition and
Proposed MA Realty Acquisition are deemed as a related party
transactions as set out in Section 9, the Company proposes to
pre-fix the consideration shares at RM1.01 each, a 1% premium
over the par value of the Shares.
On 7 June 2001, OIB, on behalf of KHD made an appeal to the
SC for the valuation of the KHD Land be based on RM210,000,000
as originally proposed. On 21 June 2001, OIB, on behalf of the
vendors of Naturelle and Harta Sekata made an appeal to the SC
for the land held by Naturelle and Harta Sekata be based on
RM135,000,000 and RM80,000,000 respectively as originally
proposed compared to the valuation of RM110,000,000 and
RM62,000,000 respectively as approved by the SC.
Proposed OIB Disposals and Proposed SD Land Disposal
OIB Group proposes to dispose seven (7) of its
subsidiaries and a real property to Mycom for an aggregate sale
consideration of RM65.77 million (Proposed OIB Disposals) which
are proposed to be settled via the following:
(i) novation of debts from OIB group of companies to
Mycom (which forms part of the Proposed Debt Novation) totalling
RM56.78 million; and
(ii) cash consideration payable to OIB totalling RM8.99
million.
The subsidiaries and the real property to be disposed by
OIB to Mycom are as follows:
(a) 100 percent equity interest in Olympia Land Berhad;
(b) 100 percent equity interest in Olympia Plaza Sdn
Bhd;
(c) 100 percent equity interest in Rambai Realty Sdn
Bhd
(RR);
(d) 100 percent equity interest in Salhafa Sdn Bhd;
(e) 100 percent equity interest in Mascon Construction
Sdn Bhd;
(f) 100 percent equity interest in City Properties
Development Sdn Bhd;
(g) 70 percent equity interest in Maswarna Colour
Coatings Sdn Bhd; and
(h) one (1) parcel of land measuring approximately five
(5) acres situated at District of Kota Kinabalu, Sabah;
On 21 June 2001, Mycom, on behalf of OIB, had made an
appeal to the SC for the valuation of the land owned by RR be
based on RM44,640,000 as originally proposed compared to
RM34,350,000 as proposed by the SC.
OIB also proposes to dispose two (2) parcels of land
measuring approximately 2,012.5 acres situated at Mukim of
Triang, Pahang (SD Land) for a sale consideration of
RM28,200,000 to be satisfied via the issuance of 27,920,792 new
ordinary shares of RM1.00 each in Mycom (Mycom Shares) at an
issue price of RM1.01 per Mycom Share (Proposed SD Land
Disposal). On 11 July 2001, Mycom, on behalf of the vendor of SD
Land, had made an appeal to the SC for the valuation of the SD
Land be based on RM50,300,000 as originally proposed compared to
RM28,200,000 as approved by the SC.
The details of the above companies/assets and Mycom, the
purchaser have been set out in the announcement dated 14 August
2000.
Proposed Inter-Company Settlement
The proposed novation of debts between OIB and Mycom,
together with the existing inter-company balance as at 30 June
2000, will result in an estimated net amount of RM154,775,643
owing by Mycom to OIB which will be settled via the issuance of
RM154,775,643 nominal value of Irredeemable Convertible
Unsecured Loan Stocks by Mycom to OIB.
Proposed Placement
OIB proposes to undertake a placement of a minimum of
RM100,000 nominal value of RULS, ICB and ICULS each respectively
to investors to be identified in order to meet the public spread
requirements for the listing of RULS, ICB and ICULS on the KLSE.
Proposed Increase in Authorised Share Capital
OIB proposes to increase its authorised share capital from
RM1,000,000,000 comprising 1,000,000,000 Share to
RM2,000,000,000 comprising 2,000,000,000 Shares by the creation
of 1,000,000,000 new Share.
Proposed Investment Disposals
OIB proposes to dispose the following investments in the
future years in order to raise cash:
(a) MA Realty;
(b) Naturelle;
(c) Harta Sekata; and
(d) Up to 49% equity interest in DMRR.
RANKING OF THE NEW SHARES
The new Shares to be issued pursuant to the Revised Scheme,
the exercise of the Warrants, the conversion of ICULS and ICB
will rank pari passu in all respects with the existing issued
ordinary shares in OIB (subsequent to the Proposed Capital
Reduction and Proposed Capital Consolidation) except that such
new Shares shall not rank for any dividends, rights, allotments
or other distribution declared prior to the allotment of such
new Shares.
UTILISATION OF PROCEEDS
The Proposed Rights Issue and the Proposed Special Issue will
raise gross proceeds of approximately RM101.7 million and RM75.0
million respectively or an aggregate of RM176.7 million. The
details of the proposed utilization of proceeds are set out in
Table 2.
EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
Share Capital
The effects of the Revised Scheme on the issued and paid-up
share capital of OIB are set out in Table 3.
Earnings
The Revised Scheme is not expected to have a significant
impact on the earnings of the OIB Group for the financial year
ending 30 June 2002. However, the Revised Scheme is expected to
enhance the future earnings of the OIB Group.
NTA
The effects of the Revised Scheme on the proforma NTA of
the OIB Group as at 30 June 2000 are set out in Table 4.
Substantial Shareholding
The effects of the Revised Scheme on the substantial
shareholding of OIB Group as at 30 June 2000 are set out in
Table
5.
Dividend
The Board of Directors of OIB does not expect to declare
any dividend for the financial year ending 30 June 2002.
APPROVALS REQUIRED
The Revised Scheme is subject to, inter-alia, the following
approvals:
(i) SC in respect of the Revised Scheme;
(ii) Foreign Investment Committee (FIC) in respect of the
Revised Scheme ;
(iii) Ministry of International Trade and Industry (MITI)
for recognition of the Bumiputera investors under the Proposed
Special Issue;
(iv) KLSE in respect of the listing and quotation of new
Shares, Warrants, RULS, ICULS and ICB to be issued pursuant to
the Revised Scheme and new Shares to be issued pursuant to
exercise/conversion of Warrants, ICULS and ICB;
(v) Shareholders of Mycom and OIB at their respective
extraordinary general meetings in respect of the Revised Scheme;
(vi) High Court of Malaya in respect of Proposed Capital
Reduction and Consolidation as well as Proposed Share Premium
Account Reduction;
(vii) All the lenders/ FIs which are parties to the
Revised Scheme; and
(viii) Any other relevant authorities/parties.
The Revised Scheme is also inter-conditional with the
proposed restructuring scheme undertaken by Mycom as principally
announced by the company on even date and 8 May 2000.
DIRECTORS' OPINION
After taking into consideration the current financial
position of the OIB Group, the Directors of OIB are of the
opinion that the Revised Scheme is in the best interest of the
OIB Group and its lenders.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
Save as disclosed below, none of the Directors and major
shareholders and persons connected with the Directors and major
shareholders of OIB has any interest, direct or indirect, in the
Revised Scheme.
As at 30 June 2001, Mycom holds 109,799,737 Shares
representing 21.6% equity interest in OIB. Therefore, Mycom is
the major shareholder of OIB. The common directors of Mycom and
OIB are as follows:
ú Dato' Yap Yong Seong;
ú Yap Wee Keat; and
ú Tan Sri Dato' Jaffar bin Abdul.
The common substantial shareholders of Mycom and OIB are as
follows:
ú Duta Equities Sdn Bhd;
ú Dato' Yap Yong Seong;
ú Datin Leong Li Nar;
ú Yap Wee Keat; and
ú Yap Wee Chun.
In view of the above, the Proposed Debt Novation and Proposed
OIB Disposals are deemed as a related party transactions.
Further, the Proposed SD Land Disposal is also deemed as a
related party transaction due to the common directors and major
shareholders between Mycom and OIB, being the ultimate
shareholder of SD. In addition, the common director of Mycom and
SD is Dato' Yap Yong Seong.
The Proposed KHD Land Acquisition is deemed as a related
party transaction due to the common major shareholders between
OIB and KHD namely:
ú Datin Leong Li Nar; and
ú Yap Wee Chun
The Proposed MA Realty Acquisition is deemed as a related
party transaction due to common major shareholder between JSSB,
a subsidiary of OIB, and MA Realty namely Ashak bin Hassan.
SUBMISSION TO THE RELEVANT AUTHORITIES
The application to the SC pertaining to the Revised Scheme
has been made on 20 July 2001. The application to the FIC and
MITI would be made within two (2) months from the date of this
announcement. The application to any other authorities/parties
would be made after the approval of the SC, FIC and MITI have
been obtained.
REPCO HOLDINGS: Regularization Plan Status Unchanged
----------------------------------------------------
Repco Holdings Bhd (Special Administrators Appointed) announced
Wednesday that there is no change to the status of the company's
plan to regularize its financial condition since its last
announcement on July 2, 2001.
Following the termination of the Memorandum of Understanding
dated April 17, 2001, the Special Administrators have received
expressions of interest from several parties to participate in
the workout of the company or to acquire its business.
The Special Administrators are currently in discussion with the
interested parties and are at the same time exploring and
formulating an internal restructuring plan with the view of
preserving and maximizing the value of the company.
SRI HARTAMAS: Due Diligence Ongoing
-----------------------------------
The Special Administrators of Sri Hartamas Berhad, which gave
its month of July 2001 report Wednesday to the Exchange, said
the necessary due diligence exercises are presently being
carried out pursuant to the Reconstruction Agreement executed
between FACB Resorts Berhad and the Special Administrators on
the restructuring proposal of Sri Hartamas Berhad.
The Special Administrators will disclose further details of the
implementation of the said restructuring proposal upon
submission of the proposal tentatively in September to the
Securities Commission for approval.
For further information contact
Sri Hartamas Berhad
Special Administrators Appointed
03-255 3388 ext. 8002, or
Tan Kim Chuan
03-255 3388 at ext. 8101
TRANS CAPITAL: Appoints Receiver, Manager
-----------------------------------------
The board of directors of Trans Capital Holding Berhad (TCHB)
announced Wednesday that Bank Utama (Malaysia) Berhad has given
notice for the appointment of Pathmarajah Nagalingam of Messrs.
Pathmarajah & Co., Public Accountants, Certified Public
Accountants, as the Receiver and Manager of some of the
properties of Trans Capital Sdn Bhd, a wholly owned subsidiary
of TCHB (TCSB).
The date of the appointment of the Receiver and Manager is 1
August 2001.
DETAILS OF TCSB
TCSB, a wholly-owned subsidiary of TCHB, was incorporated on 26
September 1990. The authorized capital of TCSB is
RM50,000,000.00 divided into 40,000,000 Ordinary Shares of
RM0.50 each and 30,000,000 Redeemable Cumulative Convertible
Preference RM1.00 each and the issued and paid up capital is
RM34,005,915.
The principal activity of TCSB is providing contract
manufacturing services such as printed circuit board assembly,
sub-assembly and final assembly of products for the computer,
telecommunications and electronics related industry.
NET BOOK VALUE OF THE AFFECTED ASSETS
The unaudited net book value of the affected assets is RM110
million.
EVENTS LEADING TO THE APPOINTMENT
TCSB has obtained banking facilities from Bank Utama totaling
RM39.125 million which have been in default. A debenture was
created over the fixed and floating assets of TCSB. Bank Utama
exercises the right to appoint a Receiver and Manager as
provided in the said Debenture.
FINANCIAL AND OPERATIONAL IMPACT
TCSB accounts for more than 50 percent of the assets of the
Group.
TCHB is unable to ascertain at this moment the expected losses
that would arise.
=====================
P H I L I P P I N E S
=====================
ASB GROUP: Metrobank Seeks Deferment Of Rehab Implementation
------------------------------------------------------------
Creditor Metropolitan Bank and Trust Company (Metrobank) is
urging the Securities and Exchange Commission (SEC) to defer its
decision to partially implement the rehabilitation of the ASB
Group of Companies, Business World reports Tuesday.
Metrobank's manifestation filed with the SEC pending the
deliberation being conducted by the commission en banc on the
petition for a temporary restraining order (TRO against ASB, the
newspaper says.
In its manifestation, Metrobank said, "Considering that the en
banc had already taken cognizance of the issue relative to the
validity of the approval of the ASB rehab plan, it would be
pointless for the hearing panel to proceed and act upon the
motions for approval of contracts implementing the rehab plan."
Earlier, Metrobank, together with the Bank of the Philippine
Islands (BPI), United Coconut Planters Bank (UCPB), and China
Banking Corp. filed the petition seeking a TRO and a preliminary
injunction against the ASB Group's rehabilitation plan.
URBAN BANK: Shareholders Approve Rehab Plan
-------------------------------------------
Shareholders of Urban Bank Tuesday approved the rehabilitation
plan for the closed bank, which would call for the merger with
its investment house Urbancorp Investments Inc and Export and
Industry Bank (Exportbank), The Philippine Daily Inquirer
reports Wednesday.
Urban Bank was scheduled to reopen this month, under the name of
Export and Industry Bank, once the necessary approvals have been
obtained, and the recent move by the shareholders is another
step closer to the bank's return business.
According to the newspaper, the Urban Bank shareholders also
approved the proposed quasi-reorganization of the bank's
capital, the delegation to the board of directors the power and
authority to amend the bank's by-laws along the lines of the
proposed merger.
=================
S I N G A P O R E
=================
ASIA FOOD: Widjaja Family Defers Receipt Of 50% Remuneration
------------------------------------------------------------
The Board of Directors of Asia Food & Properties Ltd (AFP)
wishes to highlight the following that was raised at the Annual
General Meeting held on 31 July 2001.
Directors' Remuneration:
In response to requests made by some shareholders at the Annual
General Meeting regarding directors' remuneration, Franky Oesman
Widjaja, Chairman and Chief Executive Officer of AFP volunteered
that the Widjaja family Board members would defer the receipt of
50 percent of their remuneration until the Company recovers.
There are four members of the Widjaja family on the AFP Board:
Franky Oesman Widjaja (Chairman and Chief Executive Officer),
Muktar Widjaja (Director and President), Frankle (Djafar)
Widjaja (Director and Vice-President) and Teguh Ganda Wijaya
(Director).
The terms of their remuneration will be finalized with the
Independent Directors.
The shareholders passed all the resolutions at Tuesday's
meeting.
ABOUT ASIA FOOD & PROPERTIES
Headquartered in Singapore, AFP is an investment holding company
with operational businesses in agri-resources, food and
property. Listed on the Singapore Exchange in 1997, AFP's
principal operations are located in Indonesia, China, Singapore
and Malaysia.
The AFP Group of Companies employs more than 60,000 people with
strong local, regional and international knowledge and
experience. The AFP Group reported a turnover of S$1.4 billion
in 2000.
For further information, please contact:
Asia Food & Properties Ltd - Mee-Wah Tan - Corporate Affairs
Director
Tel: +65-3295707 / 2207720, Fax: +65-3295709, E-mail:
corpaff@afp.com.sg
GOLDEN AGRI: Minority Shareholders Question Financial State
-----------------------------------------------------------
The minority shareholders of Golden Agri-Resources (GAR) are
casting doubt on the company's financial status, questioning GAR
directors and officials regarding the matter, AFX News reports
Tuesday.
The minority shareholders' inquired why deposits were made with
Bank Internasional Indonesia (BII) and not with a Singaporean
bank, expressing their suspicion that BII could be related to
the Widjaja family, the report says.
The company's officials, however, assured the shareholders that
the company is engaging in restructuring talks with creditors,
seeking the same terms as the restructuring of debts amounting
to US$75 million struck recently.
CAPITALAND LIMITED: H1 Loss Widens To S$268.34M
-----------------------------------------------
The first half net loss at Southeast Asia's largest property
group, CapitaLand, has widened to S$268.34 million from S$195.85
million in the same period last year, Reuters reports.
The company said that due to difficult market conditions, it had
taken provisions and write-downs of S$588.2 million, of which
S$508 million was for Singapore residential assets.
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T H A I L A N D
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CARNAUDMETALBOX: Posts Q2 Sales Of Bt718M
-----------------------------------------
The Board of CarnaudMetalbox (Thailand) Public Company Limited
is pleased to submit herewith the unaudited financial statements
of the Company for the second quarter ended 30 June 2001.
Total sales at Bt718 million for the second quarter were 6.5
percent above the same period last year of Bt674 million. This
was due to positive volume growth in major product lines.
However selling prices on average fell slightly compared to the
same period last year.
There was no Other income in 2001 compared to 4 MB of Other
income for year 2000 which was mainly derived from rental of a
machinery. This machinery was sold late last year. Lower Other
income was partly offsetted by higher interest income of 3.6 MB
compared to 1.1 MB last year from the company's efforts to
maximize returns from available cash.
Income from Operations before tax for the quarter was 95 MB
compared to 109 MB last year. Lower income was primarily due to
higher operating costs contributing to higher costs of sales and
lower contribution from higher volume of sales due to lower
selling prices. The higher operating costs has been partially
offsetted by tight costs control in other areas resulting in
lower selling and administrative costs.
Higher Directors' remuneration was due to catch-up situation of
under-accrual related to prior years' remuneration. There was
no change in total directors' remuneration for year 2001
compared to year 2000.
Income tax was 27MB for second quarter of 2001 giving an
effective tax rate of 28.8 percent. This was higher than last
year's second quarter tax charge of 10MB at an effective tax
rate of 9.1 percent, as a result of the reduction in tax charge
from the impairment in value of its associated company.
Net income for the second quarter was 67.4MB compared to 98.9 MB
last year. Net income has declined compared to last year due to
higher costs of sales and lower contribution from higher sales
volume due to lower selling prices and higher tax payable as
explained above. This reflects the increasing pressure on
selling prices and higher operating costs faced by the Company.
The Company believes that continued focus on quality,
productivity and cost reductions will be critical to enable it
to meet the challenges posed by the uncertain economic
environment and higher costs arising from fluctuations in the
Thai Baht exchange rate.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Ronald Villavelez, Maria Vyrna Ni¤eza, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
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