TCRAP_Public/010808.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                   A S I A   P A C I F I C

           Wednesday, August 8, 2001, Vol. 4, No. 154


                         Headlines


A U S T R A L I A

ALPHA HEALTHCARE: Panel Cites Takeover Bid Rejection Reasons
AMLINK TECHNOLOGIES: Abandons Deal With Delta
AMLINK TECHNOLOGIES: Obtains Working Capital Loan
BEACONSFIELD GOLD: Receivers Expect Nov Sale Completion
CABLE & WIRELESS: Settles Proceedings Against ASIC
CABLE & WIRELESS: SingTel Ups Stake To 24.51%
COLES MYER: Chairman Wallis Writes To Shareholders
COLES MYER: Ends Deferred Settlement Trading In Ordinary Class
MTM ENTERTAINMENT: Babcock & Brown Raises Relevant Interest
TENNYSON NETWORKS: Completes Restructuring, Appoints Directors
WAIVCOM WORLDWIDE: Deal To Sell Shell Struck


C H I N A   &   H O N G  K O N G

CIL HOLDINGS: Szeto Joseph Re-Appointed As Non-Exec Director
COMPANION BUILDING: Suffers Net Loss Of HK$731.31M
GOLDEN HERO: Winding Up Petition Hearing Set
GOLDTECH INTERNATIONAL: Hearing of Winding Up Petition Set
LEARNING CONCEPTS: Enters Deal To Acquire Longwise
NAM FONG: New Chairman Appointed
RICH TREASURE: Faces Winding Up Petition
SUPERYOUNG INVESTMENT: Winding Up Petition To Be Heard
ZHANGJIAJIE (HK): Winding Up Petition Set For Hearing


I N D O N E S I A

INTI INDORAYON: JSX Asks Bapepam to Investigate Management
MULTI PRIMA: Bourse Asks Bapepam To Conduct Investigation
PANCA OVERSEAS: Management May Undergo Bapepam Inquiry
UNI BANK: May Undergo Bapepam Inquiry


J A P A N

ASAHI MUTUAL: Moody's Downgrades IFSR Rating To Ba2
MITSUI MUTUAL: Moody's Downgrades IFSR Rating To Ba1


K O R E A

DAEWOO MOTOR: GM Proposes Solution for Daewoo Motor
DAEWOO MOTOR: Government Sets Deal Deadline
HANJIN SHIPPING: Suffers Losses Of W15.9B In H1
HYUNDAI TRUST: AIG-Led Consortium Likely To Take Over
KOHAP COMPANY: Creditors Move to Split Firm


M A L A Y S I A

ABRAR CORP: Payment Status Unchanged
KELANAMAS INDUSTRIES: Exchange Grants Extension Request
KEMAYAN CORP: Court Grants Restraining Order Extension
LAND & GENERAL: Gets Authorities' Approval For Restructuring
RENONG BERHAD: Boards Recommends Acceptance Of Danasaham Offer
RENONG BERHAD: Extends RM4M In Advances To Unit
S&P FOOD: EGM To Decide On Proposed Scheme Of Arrangement
TAI WAH: Exchange Grants Two-Month Approvals Extension
TONGKAH HOLDINGS: Interest Payment On Bonds To Expire Aug 29
TRANS CAPITAL: Appoints Receiver, Manager To Unit
TRANS CAPITAL: Categorized As Affected Issuer
UH DOVE: Debt Workout Pending SC Approval


P H I L I P P I N E S

UNIWIDE GROUP: Asks SEC To Scrap Bid To Halt Rehab Exercises
URBAN BANK: Elects New Set Of Board Of Directors


S I N G A P O R E

I-ONE.NET: Sells Shares In eTown


T H A I L A N D

THAI DURABLE: Sells Shares To Bangkok Bank
THAI GERMAN: Reorganization Petition Filed In Bankruptcy Court

     -  -  -  -  -  -  -  -

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A U S T R A L I A
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ALPHA HEALTHCARE: Panel Cites Takeover Bid Rejection Reasons
------------------------------------------------------------
The Corporations and Securities Panel (Takeover Panel) on
Wednesday last week revealed its reasons for its 22 May 2001
decision to decline an application by Alpha Healthcare Ltd
(Alpha) in relation to the takeover bid by Ramsay Centauri P/L
(Ramsay) for all of Alpha's shares.

The application was a declaration of unacceptable circumstances
and for orders unwinding a Pre-Bid Agreement dated 9 April 2001
(Pre-Bid Agreement) between Ramsay, Ramsay Healthcare Ltd (RHC),
SHG Holdings Pty Limited (receiver and manager appointed) (SHG)
and Sun Healthcare Group Australia P/L (receiver and manager
appointed) (Sun Healthcare).

The application was made on 3 May 2001.

The Panel's reasons for the rejection of the offer:

    Ramsay's acquisition of the second parcel of 17 percent of
Alpha shares did not take place other than under the takeover
bid;

    the Pre-Bid agreement did not adversely affect the market
for control of Alpha; and

    Ramsay's acquisitions from SHG and Sun Healthcare under the
Pre-Bid Agreement (specifically of Alpha debts and the first
19.9 percent parcel of Alpha shares) did not show any transfer
of value between the debt and equity components bought by
Ramsay.

The sitting Panel for this matter was Maxine Rich (sitting
President), Jeremy Schultz and Jennifer Seabrook.

           IN THE MATTER OF ALPHA HEALTHCARE LIMITED

These are the reasons for our decision not to make a declaration
of unacceptable circumstances on the application by Alpha
Healthcare Limited under section 657C of the Corporations Law
dated 3 May 2001 for a declaration of unacceptable circumstances
and orders in relation to a takeover bid by Ramsay Centauri Pty
Limited.

                 STATEMENT OF REASONS

INTRODUCTION

   1. This is a statement of the reasons for our decision in
relation to the application by Alpha Healthcare Limited (Alpha)
dated 3 May 2001 for a declaration of unacceptable circumstances
under section 657A of the Corporations Law (the Law) and orders
under section 657D of the Law in relation to a takeover bid by
Ramsay Centauri Pty Limited (Ramsay) for Alpha.1 Our decision
was announced on 21 May 2001.

   2. The Panel in this matter was constituted by Maxine Rich
(sitting President), Jeremy Schultz (sitting Deputy President)
and Jennifer Seabrook.

BACKGROUND TO APPLICATION

   3. The following summary of the facts is based on Alpha's
application, its annual report for 1999-2000, the Pre-Bid
Agreement, announcements to ASX and submissions made by parties
and others to the Panel.

      (a) Alpha is a public company listed on Australian Stock
Exchange Limited (ASX). Its business is to operate private
hospitals. It has on issue 43,610,260 fully paid ordinary shares
and 2,080,000 options to subscribe for shares. It has recently
begun to trade profitably again, but has large borrowings.

      (b) Ramsay Health Care Limited (RHC) is also a public
company listed on the ASX. It also operates private hospitals.
Ramsay is a wholly owned subsidiary of RHC.

      (c) Sun Healthcare Group Australia Pty Limited receiver
appointed (Sun Healthcare) and SHG Holdings Pty Limited receiver
appointed (SHG Holdings) are subsidiaries of Sun Healthcare Inc,
which went into Chapter 11 bankruptcy protection on 14 October
1999.

      (d) In January 2000, SHG Holdings appointed Lazard Freres
in New York who, in turn, mandated Caliburn Partnership
(Caliburn) to sell the Australian assets of Sun Healthcare and
SHG Holdings. A receiver and manager was appointed to each of
SHG Holdings and Sun Healthcare on 20 September 2000 (generally,
we will refer to the receivers as Sun).

      (e) At all relevant times up to 1 May 2001, Sun Healthcare
and its subsidiaries held approximately 37.5 percent of Alpha's
voting shares. SHG Holdings and Sun Healthcare were owed $24.7
million by Alpha and its subsidiaries.

      (f) Alpha and its subsidiaries also owed $36 million to
the ANZ Bank and $7 million to the James Hardie Group (Hardie).
Hardie also held 4.1 million shares (9.4 percent) in Alpha.

      (g) On 9 April 2001, a Pre-Bid Agreement was entered into
between Ramsay, RHC and Sun. The Pre-Bid Agreement was annexed
to a substantial shareholding notice given by Ramsay to Alpha
and the ASX on 11 April 2001.

      (h) Under the Pre-Bid Agreement Ramsay agreed to purchase
from Sun 8,678,400 ordinary shares in Alpha (the Initial
Shares), representing 19.9 percent of the issued capital of
Alpha, and the debt mentioned above (leaving the Remaining
Shares, approximately 7,670,000 shares, 17.6 percent of the
voting shares in Alpha).

      (i) At about the same time, Ramsay agreed with Hardie to
purchase its Alpha debt (the Hardie Agreement).

      (j) Each agreement was conditional on Ramsay bidding for
Alpha. Neither Sun nor Hardie undertook or agreed to accept
Ramsay's bid. Details of the agreements are set out below.

      (k) On 12 April 2001, Ramsay served on Alpha a bidder's
statement for the bid, in the terms set out in the Sun and
Hardie debt agreements. On 26 April 2001, Ramsay dispatched
offers under the bid to all Alpha shareholders and notified
Alpha that offers had been dispatched and were due to close on
28 May.

      (l) On 1 May 2001 Sun accepted the bid for the Remaining
Shares.2 Late on 1 May, Ramsay declared the bid unconditional.
The declaration was announced to the market on 2 May.

   4. Alpha applied for:

      (a) a declaration of unacceptable circumstances pursuant
to section 657A of the Law:

         (i) in relation to the bid by Ramsay for all the shares
in Alpha;

         (ii) in relation to the affairs of Ramsay and/or RHC;
and

         (iii) in relation to the affairs of Alpha; and

     (b) an order pursuant to section 657D of the Law:

        (i) that Ramsay withdraw the bid; and

        (ii) restoring each of Ramsay, RHC, SHG Holdings and Sun
Healthcare to the respective positions they were in immediately
prior to their entry into the Pre-Bid Agreement dated 9 April
2001 with respect to the property the subject of the Pre-Bid
Agreement.

The Pre-Bid Agreement

    5. Under the Pre-Bid Agreement, Ramsay agreed with Sun to
purchase from Sun all of the Alpha debt owed to Sun for
$6,133,333, a substantial discount to its face value of $24.7
million.3 It also agreed to purchase 19.9 percent of the voting
shares in Alpha, part of the 37.5 percent parcel held by Sun,
for 40 cents per share. Completion of the Agreement was subject
to two conditions.

   6. The first of these conditions was that Ramsay make a full
bid for all of the voting shares in Alpha within 25 days4 at 40
cents cash per share. The bid might be conditional only on
prescribed occurrences5 and on Ramsay receiving enough
acceptances that it had relevant interests in 29.2 percent of
the shares on issue on the date the bid was announced. It had to
provide for accepting offerees to be paid within 5 days of
acceptance or the date the bid became unconditional, whichever
was the later.

   7. It was a part of this condition that the bid become
unconditional within 30 days.6 Sun could compel Ramsay to waive
the prescribed occurrence condition if it accepted for all of
the Remaining Shares within 3 business days after being notified
that the bid had been made. The bid was made on these terms and
within this time frame.

   8. The second condition to which completion of the Pre-Bid
Agreement was subject was that either:

      (a) Sun Healthcare accepted Ramsay's bid for the Remaining
Shares within 3 days of receiving notice that offers had been
posted; or

      (b) 30 days after the bid was made, no prescribed
occurrence had taken place, or Ramsay had waived any prescribed
occurrence which had taken place.7

   9. In the event, Sun Healthcare accepted the bid on 1 May and
Ramsay waived the defeating conditions on the same day.
Settlement took place on 8 May 2001.

The Hardie Agreement

   10. Representatives of Ramsay met with representatives of
Hardie on 6 April 2001. Ramsay informed Hardie that it was
contemplating making a takeover offer for Alpha and that it was
close to reaching agreement with Sun to acquire 19.9 percent of
Alpha at 40 cents per share and all of the Alpha debt owed to
Sun at a significant discount to book value, and that it wished
to discuss Hardie's interest in selling its 4,100,000 shares
(9.4 percent) and its remaining Alpha debt8.

   11. On 9 April 2001 Hardie and Ramsay entered the Hardie
Agreement. Ramsay agreed to purchase from Hardie a convertible
note issued by Alpha due for payment in August 2002. Ramsay also
agreed to acquire a loan of $1.9 million owed by Alpha to
Hardie, however, prior to settlement of the agreement Alpha
repaid the loan in full and repaid part of the convertible note.
Under an earlier agreement between Alpha and Hardie the value of
the convertible note had been reduced to $2.4 million. Under the
agreement with Ramsay, Hardie agreed to accept $2 million as
full payment.

   12. Ramsay had explained that it was commercially undesirable
for it to make the takeover offer while Alpha still owed debts
to Hardie. Hardie submitted that it was interested in selling
its Alpha debt and was prepared to take a discount to the value
that it had agreed with Alpha in order to ensure repayment of
the debt at a certain and soon date. Hardie advised the Panel
that it had been negotiating with Alpha to pay off all of the
Hardie debt but that the time and amount of repayment was still
uncertain.

   13. It is clear from correspondence between Alpha's finance
director and the Panel that Alpha had given material priority to
repaying the Hardie debt, because the Hardie debt was "secured
by a first ranking charge over all our assets (except Westmead
Private Hospital) and this charge makes it difficult for us to
establish effective banking arrangements". However, even with
this priority, by the time Ramsay approached Hardie, Alpha had
not been able to secure the cash to settle a date with Hardie
for repaying the Hardie debt. Clearly Alpha was therefore not in
a position to buy-back or repay any other debt at the same time
(such as the Sun debt).

   14. Hardie was also keen to ensure that the takeover bid
proceeded to give it an opportunity to dispose of its Alpha
shares at a price it was prepared to accept. The Hardie
agreement was conditional on Ramsay bidding for Alpha, on the
same terms as the Pre-Bid Agreement with Sun. Unlike Sun, Hardie
was not able to compel Ramsay to waive the prescribed occurrence
condition. Ramsay agreed with Hardie to set the minimum
acceptance condition at 29.2 percent, so that Hardie could
satisfy the condition by accepting the Ramsay bid for its
shares.

ISSUES

   15. The Panel considered that the main issues for its
consideration were:

      (a) Did SHG Holdings and Sun Healthcare bind themselves,
legally or economically, to accept into the bid for the
Remaining Shares in breach of section 606 or the policy of
paragraph 602(a) of the Law?

      (b) Was the price paid for the debt by Ramsay under the
Pre-Bid Agreement referable only to its fair market value? Was
that price related to the amount offered for Sun Healthcare's
shares in Alpha? The issue of concern was whether a lower price
per share was offered because of a higher than market price
being paid for the debt and, if so, whether under paragraph
602(d) of the Law the non-Sun shareholders were receiving an
equal benefit to Sun Healthcare.

      (c) Did effective control of Alpha pass with control of
Alpha's debt? Was there any basis, to ensure an efficient
competitive and informed market for the control of Alpha, for
the Panel to consider requiring the debt only to pass with
control of a majority of Alpha shares independent of the
ownership of the debt (i.e. requiring that the debt be sold or
assigned to the person who had made the highest bid for all of
the shares in Alpha)?

         We will consider these issues in the following
sections.
Contravention of Section 606

   16. The first issue is whether the Pre-Bid Agreement, the
Hardie Agreement or some related transaction contravened section
606 (the 20 percent acquisition rule), because Ramsay acquired
the Remaining Shares from Sun Healthcare, or the Hardie parcel
from Hardie, at the times of the relevant agreements.

Direct Acquisition

   17. We are assured, and we accept, that under the Pre-Bid
Agreement and the Hardie Agreement neither Sun Healthcare nor
Hardie agreed to sell their shares to Ramsay, other than the
19.9 percent parcel sold under the Pre-Bid Agreement. Neither
the Pre-Bid Agreement nor the Hardie Agreement in terms requires
Sun Healthcare or Hardie to accept the bid. Nor do they in any
way give control over the voting or disposal of the other Alpha
shares they then held. Nothing in the agreements' terms supports
the implication of a term that Sun Healthcare or Hardie would
accept the bid or retain their shares or deal with their shares
(or refrain from dealing with them) in any particular way. We
are advised that both Sun Healthcare and Hardie received clear
advice from their legal advisers that to do so would have
contravened the Law.

   18. Mr Levy of Wentworth Associates provided a statement
(which is quoted below) concerning (amongst other things) the
receiver's attitude to the Pre-Bid Agreement after it was
entered into and before the receiver accepted the Ramsay bid. Mr
Levy's evidence makes it clear that the receiver regarded the
Pre-Bid Agreement as effectively linking the Remaining Shares to
the initial 19.9 percent parcel, in that it created an
opportunity for the receiver to overcome the uncertainty over
disposing of the shares and the debt, by accepting the bid for
the Remaining Shares. Levy does not suggest, however, that the
receiver regarded the Pre-Bid Agreement as creating a legal or
moral obligation to accept the bid.

Deemed Acquisition

   19. Alpha raised a technical argument that the Pre-Bid
Agreement contravened section 606. The argument was stated in
the following terms. By committing to make a takeover bid,
Ramsay effectively gave Sun a put option to sell it the
Remaining Shares. Accordingly, Ramsay was deemed under
subsection 608(8) of the Law already to have the relevant
interest in 37.5 percent of the voting shares in Alpha which
Ramsay would have had once the put option was exercised.
Accordingly, Ramsay already acquired a relevant interest in the
Remaining Shares by giving the commitment under the Pre-Bid
Agreement. This acquisition was said to contravene section 606.

   20. In our view, this argument expressly treats a bidder and
an offeree under a bid in the same way as the writer and holder
of a put option, on the basis that the offeree has the power to
accept an offer which the bidder cannot withdraw without ASIC
approval. While there are similarities, the nature and source of
the offeree's right is different from that of an option holder.
Options arise from contract. An offeree has no contractual right
against a bidder to have the offer held open. It only has an
expectation that ASIC will not allow the bidder to withdraw its
offers.

   21. Alpha's argument would have some attraction if it was
confined to Sun Healthcare's rights under the Pre-Bid Agreement.
Those rights were contractual in nature, only one shareholder
possessed them, they existed before the bid was made and they
arose from a transaction in relation to securities. However, it
cannot be confined in this way. The rights conferred on Sun
Healthcare by the Pre-Bid Agreement did not give rise directly
to the alleged option: Sun Healthcare could only compel Ramsay
to buy the Remaining Shares by first compelling it (if Ramsay
could be compelled9) to make an offer to all shareholders.

   22. Accordingly, to apply Alpha's argument, we need to
consider the Ramsay bid under which the alleged option arises.
Under Alpha's argument, whenever a person made offers under a
full bid they would acquire relevant interests in all of the
shares in the bid class. Since the bidder would acquire those
interests by making offers, not from offerees accepting the
offers, the exception in item 1 of section 611 for acquisitions
resulting from acceptances would not apply. It would follow on
Alpha's argument that section 606 forbids some or all takeover
offers. That conclusion cannot be accepted.

Commercial Commitment

   23. Alpha argued that by entering the Pre-Bid Agreement Sun
Healthcare committed itself to accepting Ramsay's offer, in a
commercial sense, even if not legally. By breaking up its
strategic parcel and putting itself in a position where the
value of the Remaining Shares was imperiled unless it quickly
accepted Ramsay's offer, Sun Healthcare left itself with little
alternative but to accept Ramsay's offer for the Remaining
Shares. The effect on the market of this decision was much the
same as if Sun Healthcare had agreed to sell Ramsay the
Remaining Shares outright, and the Panel should declare
unacceptable the state of affairs to which it led, even if
Ramsay and Sun Healthcare had not otherwise contravened section
606. Sun, it was said, wished to sell the shares and debt as a
bundle and, by providing it with the means of doing so, Ramsay
defeated a competitive market in shares in Alpha.

   24. We agree with this submission to the extent that Sun's
entry into the Pre-Bid Agreement effectively concluded the
auction of Sun's interest in Alpha. By entering into the Pre-Bid
Agreement Sun secured the power to render both the bid and the
Pre-Bid Agreement itself unconditional. This was critical,
because of Sun's (i.e. its receiver's) need to sell the whole of
its investment in Alpha, debt and shares. But Sun could only
exercise that power by accepting the bid for the Remaining
Shares and it would prejudice its position by not accepting the
bid. While Sun Healthcare retained the power to accept a rival
bid for the Remaining Shares, the rival bid would have to be
attractive enough to make up for any prejudice to Sun's position
under the Pre-Bid Agreement.

The Sale Process

   25. The issue is whether entry into the Pre-Bid Agreement
harmed the competitive auction process for Alpha in an
unacceptable way given that:

      (a) Sun Healthcare's shareholding in Alpha (if it was
acquired by one person) was likely to carry with it effective
control of Alpha; and

      (b) Sun Healthcare was under no obligation to the market
or to other shareholders in Alpha to take any risks to secure a
higher price.

   26. It is our view that the Pre-Bid Agreement cannot be
separated from the series of events which preceded that
agreement. The Alpha shares and debt had effectively been on the
market for over a year. Alpha stated that it had been "acutely
aware that the question of future ownership of Sun's parcel
would be widely known to the market". Sun advised that Caliburn
had approached likely buyers in this country and overseas,
including other companies operating hospitals and had received
three indicative offers, but no firm proposal. The receiver
commenced a similar process of contacting a number of
potentially interested parties. One of those companies was
Network Healthcare Holdings Ltd (Netcare), a South African
company which operates private hospitals in South Africa. Alpha
also had extensive discussions with Sun concerning the sale of
the debt and equity.

   27. On 5 March 2001 Sun sent Confidentiality Agreements to
those interested parties which it had identified over the
previous months. Alpha was consulted in settling those
Confidentiality Agreements. Ramsay and Netcare were two
interested parties who entered into Confidentiality Agreements
with Sun. Following extensive e-mail communications during
March, representatives of Netcare met with Sun on 2 and 4 April
2001, but it appeared to Sun that those negotiations were not
productive of a firm offer. On 6 April 2001 Ramsay met again
with Sun and proposed the essential terms of the Pre-Bid
Agreement. On 9 April 2001 Sun entered into the Pre-Bid
Agreement with Ramsay.

   28. This process constituted a better test of the market for
the Alpha shares than happens in many takeovers which are
notionally more open to a competing bid.

   29. Even in the absence of the previous process, had Ramsay
announced a full, unconditional, cash bid and bought all of
Sun's shares on market immediately under item 2 of section 611,
one could have queried the wisdom of accepting so soon, but not
about the fairness. The effect on other shareholders of the
entry into and the performance of the Pre-Bid Agreement was
similar.

Secured Lender

   30. Chapter 6 poses difficulties for secured lenders, because
it allows them to take and enforce security over parcels of
shares exceeding 20 percent, but prevents the lender from
selling such a parcel entire, unless the buyer obtains
shareholder approval or buys the shares under a bid. The
receiver had not only a strategic parcel of shares to sell, but
also debts of approximately equal value. Selling some of these
assets could weaken its bargaining power for the sale of the
rest, unless it ensured a minimum price for the parts which
equaled the value of the bundle.

   31. The Pre-Bid Agreement was a solution to these
difficulties, as it gave Sun reasonable confidence of being able
to sell the whole of its investment in Alpha in a short period,
at known prices, without participating in a breach of section
606 by agreeing to sell the whole of the bundle to Ramsay in
advance. We can speculate on other mechanisms which might have
allowed more of an auction while the takeover bid was open, and
we comment on that issue. However, this issue is not whether
this is the best possible mechanism for testing the market, but
whether entry into the Pre-Bid Agreement in the context in which
it occurred, prevented Sun Healthcare's shares being sold in a
competitive market for control of Alpha. In our view, it did
not.

   32. The Pre-Bid Agreement may have led to unacceptable
circumstances, if Sun had received a benefit in the form of an
inflated price for the Alpha debt, which may have induced it to
sell the shares cheaper than it might otherwise have done. We
discuss this issue below.

The Rejection of the Netcare Offer

   33. Alpha said that the Panel should infer from Sun's and
SHG's refusal to accept an offer by financiers for Netcare for
shares in Alpha at a price of $0.45 and for the Alpha debt at
the same price agreed with Ramsay, that Ramsay and Sun had
already entered into a binding agreement in relation to the
Remaining Shares. The Panel sought submissions on whether there
was any evidence to suggest that the differences in terms
offered by Netcare were sufficient for a reasonable person to
discount the higher price per share offered.

   34. On 4 April 2000, Netcare offered Sun much the same total
price to Sun for the two parcels of debt and the two parcels of
equity as Ramsay offered on 6 April 2001. There appears to have
been some misunderstanding as to the apportionment of the total
amount offered as between the different parcels of debt and
equity. As late as the afternoon of 30 April, Netcare and Sun
did not agree what had been the terms of Netcare's offer for
Sun's investment in Alpha.

   35. Sun accepted Ramsay's proposal on 9 April. Sun accepted
the Ramsay proposal in part on the basis of the higher amount
offered by Ramsay for the Remaining Shares under the proposed
takeover. Sun decided that the price offered by Netcare for the
shares was too low.10 Sun also says that it discounted the value
of Netcare's offer because of the risks it was subject to i.e.
South African Reserve Bank (SARB) and Foreign Investment Review
Board (FIRB) approval.

   36. On 30 April 2001, after Sun had entered into the Pre-Bid
Agreement and offers had been posted under the bid, Netcare
offered to acquire the debt from Sun for $100,000 more than
Ramsay and to acquire the shares at 45 cents. It is interesting
to note, in terms of the issue of whether the Pre-Bid Agreement
had unacceptably damaged the market for control/auction of
Alpha, that even at this stage, notwithstanding the public
announcement of the Pre-Bid Agreement some weeks earlier,
Netcare considered that bidding for control of Alpha was still
open.

   37. This offer was fleshed out in a written offer put to the
receiver by Netcare's financial advisers on 1 May. Netcare would
have bought 6,498,000 of the Remaining Shares outright (14.9
percent of the total shares in Alpha) and the rest of the
Remaining Shares (a further 3.4 percent) for the same price, but
subject to FIRB approval. Netcare would also have made a full
bid for Alpha on the terms required by the Pre-Bid Agreement,
enabling Sun Healthcare to sell the residue of the Remaining
Shares (and the Initial Shares, if the Ramsay bid had fallen
through). That bid would have been subject to approvals being
obtained from FIRB and SARB. If Netcare was unable to buy the
residue, it would have indemnified Sun Healthcare for the
difference between the price at which Sun Healthcare sold the
residue and 45 cents.

   38. Sun refused this offer and accepted the Ramsay bid. On 30
April, Sun's advisers told Netcare's financial adviser that he
was "wasting his time" in pressing the Netcare offer in
conference, because the offer was uncertain and the receiver did
not "want to risk losing Ramsay on the 19.9 percent" and "the
balance of SHG Holdings' (sic) shareholding in Ramsay is
effectively linked to the 19.9 percent already acquired by
Ramsay".11

   39. Alpha and Netcare suggested that Sun's decision to refuse
Netcare's higher offer was uncommercial, unless it had already
agreed to accept Ramsay's bid. Netcare went so far as to say
"Sun could not conceivably be worse off by accepting Netcare's
offer as opposed to accepting the Ramsay bid".

   40. Sun, however, submitted that the decision was a
reasonable response to the situation. When the Netcare offer was
made, he was already committed to the Pre-Bid Agreement. Because
of SARB and FIRB requirements, Netcare could not acquire the
3.4% residue of the Remaining Shares soon, and might not be able
to acquire them before Ramsay's bid closed or at all. The top-up
clause would have covered him against this risk. If, however, he
accepted the Netcare offer, he would fail to accept the Ramsay
offer within three business days and would put at risk
completion of the Pre-Bid Agreement in the event that a
prescribed occurrence occurred in relation to Alpha, and Ramsay
did not waive that condition. Netcare did not indemnify him
against this risk.

   41. Acceptance of Netcare's offer could also have left Sun
holding the debts owed by Alpha12 and could have been subject to
extensive delays in completion and settlement13. Although the
assets were on the market for a year when the negotiations
reached their peak, Netcare left its offer too late. We accept
this analysis.

Whether Agreement Coercive

   42. Netcare also submitted that Sun's rejection of its offer
showed either that Sun had already committed to accept the
Ramsay bid (which we have already rejected) or that the Pre-Bid
Agreement was coercive. We reject this submission. The Sun
receiver entered into the Pre-Bid Agreement to ensure that he
could sell the whole of Sun's investment in Alpha at prices
acceptable to him, without contravening section 606. To call the
agreement coercive is to confuse his problem before he entered
the agreement with the requirements of the solution he
adopted.14

   43. The receiver was open to suggestions as to how the
transaction could be achieved. Like Ramsay, Netcare declined to
buy the shares without the debt, but it came up with no better
means of doing so. In the end neither Alpha nor Netcare really
opposed the principle that Sun should be able to sell its shares
and debt in transactions which enabled Sun to be sure, within
the confines of the Law, of disposing of all parcels of debt and
equity in close proximity. The argument was about certainty,
timing and price.

Value of Debt Issues

   44. Ramsay agreed to acquire debt from both Sun and Hardie.
On the face of it, the discounts on the debts appear most
significant and worthy of concern to Alpha shareholders.
However, as Alpha, Hardie and Ramsay explained in some detail
(which we will not repeat in full in these reasons) the
discounts have some very legitimate commercial underpinnings for
their calculation. Those include the interest rates payable by
Alpha on them, their dates of repayment, their subordination (in
some cases) to other creditors, and their specific recourse
limitations (again, in some cases). It would be incorrect and
misleading simply to compare the face value of the debts to the
sums Ramsay agreed to pay for them. Alpha's financial adviser
said "The ratio of purchase price to face value in this instance
is not relevant because the terms are significantly different
from loan to loan."

Sun Healthcare and SHG Holdings Loan

   45. Under the Pre-Bid Agreement Sun agreed to sell to Ramsay
debts owing by Alpha for $6.133 million, a heavy discount to
face value. Those debts comprised a loan from Sun Healthcare due
July 2001 with a face value of $7.3 million, for a purchase
price of $5 million; and a subordinated loan from SHG secured
over Westmead Private Hospital, due 2010, with a face value of
$17.4 million, for a purchase price of $1.133 million.

   46. The concern of the Panel was whether there had been a
transfer of value paid for the Alpha shares into the purchase
price of the debt. If so there would have been an unequal
benefit received by Sun Healthcare for the Alpha shares.
Accordingly, we were concerned to check that the debt had not
been sold at an overvalue. There were a number of scenarios for
looking at what the value transfer might have been. The scenario
which would have the greatest effect on the price paid by Ramsay
for Alpha shares was if the debt was in fact valueless, and the
amount paid for the debt was applied to the Initial Shares. In
that case, Sun Healthcare would have in effect sold 8,678,400
shares to Ramsay for $9,604,693, or $1.11 each. If the whole of
the price of the debt owned by Sun Healthcare and SHG is applied
to the whole of Sun Healthcare's holding of Alpha shares, Sun
Healthcare would have in effect sold 16,353,768 shares to Ramsay
for $12,674,840, or 77.5 cents each15.

   47. The receiver put to the Panel that in fact the opposite
had occurred, that in accepting a very high level of discount
for the Westmead debt, it had effectively left more money on the
table for Ramsay to offer all of the shareholders of Alpha in
its takeover bid. That argument has some merit when seen in
light of the terms of an early Netcare proposal to Sun that
included a materially lower discount of the debt and a
correspondingly lower equity component.

   48. We retained KPMG Corporate Finance Pty Ltd to advise us
on this issue. Sun gave KPMG access to a valuation it had
recently obtained of one of Alpha's principal assets, which
secured the larger of the debts, incorporating cash flow and
revenue projections. On the basis of these figures, public
figures and comparable sales of hospitals and non-investment
grade zero coupon debts, KPMG advised us that the price Ramsay
paid for the debt was not excessive. Because Sun regarded the
valuation as commercially sensitive, we did not disclose to
Ramsay, Netcare or Alpha either the valuation or those parts of
KPMG's report, which depended directly on it.

   49. We were further assured that the price paid for the debt
was not materially out of line with fair value by the fact that
Netcare offered a very similar amount in its rebid in early May.
Alpha itself effectively agreed with this view when its
financial adviser put to the Panel (in another context) that
because "two independent parties (Ramsay and Netcare) having
agreed with the Receiver a value for the debt, it would be
reasonable for the Panel to require the debt to pass at that
determined value to the party who achieved control of Alpha".

   50. Accordingly, we are not satisfied that Ramsay in effect
paid Sun more than 40 cents per share, by paying more for the
Alpha debt than it was worth.

Hardie Debt

   51. As mentioned above, Ramsay also purchased debt from
Hardie, which was a substantial shareholder in Alpha.
Performance of the Hardie debt agreement was conditional on
Ramsay's bid becoming unconditional by 9 May. We asked parties
for submissions on the face value of the Hardie debt, the
effective amount paid, the ratio of purchase price and face
value and how it compared to the debt Ramsay purchased from Sun
and SHG Holdings.

   52. Hardie explained that it was willing to accept a further
discount of $400,000 on its debt as it was still uncertain when
and whether Alpha would be able to repay the debt. Alpha had
been attempting for some time to arrange the funding to repay
the Hardie debt, at the attractive rate that Alpha had
negotiated with Hardie, but was yet unable to advise Hardie that
it had the funds or when they would be available to complete the
transaction. Clearly, Alpha, which had known of the desire of
the Sun Healthcare Group to realize its Australian assets, and
the desire of the receiver to liquidate them as soon as
possible, had placed priority on paying back the Hardie debt,
and had been having problems doing so.

   53. Further, the Ramsay offer meant early repayment of the
debt, which was also of value to Hardie.

   54. Hardie stated that there was no agreement in relation to
the Alpha shares it owned, although it was reassured that the
minimum acceptance condition was sufficient to allow it to
accept for its shares and satisfy the minimum acceptance
condition in the Pre-Bid Agreement.

   55. The discount appeared reasonable and similar in range to
the discount granted by the receiver on the Sun loan.

Section 623

   56. A related issue raised by Alpha was whether Ramsay had
provided benefits to Sun because of:

      (a) the guarantee provided by RHC under clause 9 of the
Pre-Bid Agreement; or

      (b) the fact of Ramsay's purchase of the debt from Sun and
SHG Holdings under the Pre-Bid Agreement.

   57. It was argued that these were intended and likely to
induce Sun Healthcare to accept the offer by Ramsay and were not
offered to the other Alpha shareholders, in breach of section
623 (collateral benefits), and in contravention of the policy of
paragraph 602(c) (the equal opportunity principle).

   58. Alternatively, Alpha alleged that the value of these
benefits should have been added to the 40 cents per share, which
Ramsay stated it had paid to Sun Healthcare under the Pre-Bid
Agreement for the Initial Shares. Alpha alleged that the value
of these benefits would show that Ramsay had breached the equal
treatment provisions of subsection 621(3) and the equal
opportunity principle of paragraph 602(c).

   59. Accordingly, the Panel asked the parties to make
submissions on whether any of the following were benefits as
alleged by Alpha, and if so were they prohibited by section 623:

      (a) the guarantee provided by RHC under clause 9 of the
Pre-Bid Agreement;

      (b) the fact of Ramsay's purchase of the debt from Sun and
SHG Holdings under the Pre-Bid Agreement; or

      (c) the terms of Ramsay's purchase of the debt from Sun
and SHG Holdings under the Pre-Bid Agreement (this issue is
dealt with above).

   60. RHC guaranteed Ramsay's performance of its obligations
under the Pre-Bid Agreement. This is not an additional benefit
over and above the price, timing and conditions of that
agreement: it merely assures Sun that the agreement will be
performed according to its terms. Similarly, section 621 draws
no distinction between benefits actually received and benefits
merely promised.

   61. In being able to sell the debt, Sun received a benefit
which other shareholders did not. But Sun was not in the same
position as other shareholders: it had made large loans to
Alpha; subordinated, unsecured and due for repayment in over 10
years time. These terms might have been uncommercial, except
that Sun Healthcare was the major shareholder in Alpha when it
made the loans. For Sun to remain as lender after Sun Healthcare
sold its shares would be disadvantageous to Sun (which could not
oversee repayment) and to Alpha and all of its shareholders
(because Sun would have less reason to avoid enforcement
action).

   62. On the face of it, Sun Healthcare received this benefit
as a creditor, not as a shareholder. It might be different, if
Ramsay had paid more for the debt than it was worth, but we have
decided that it did not.

   63. Ramsay told both Sun Healthcare and Hardie that it was
not prepared to buy their shares in Alpha, unless it could also
buy their Alpha debt. Given that Alpha was in default on the
Hardie debt and the Sun Healthcare debt, Ramsay obviously needed
some comfort before investing in the shares that these debts
would not be enforced. The fact that Ramsay was able to buy the
debt was probably on the whole advantageous to shareholders
other than Sun Healthcare and Hardie.
Effect of Purchase of Debt on Control

   64. It was put to the Panel that the bundling of the debt and
equity by Sun meant that Ramsay acquired effective control of
Alpha by buying that bundle from Sun. It was argued that this
harmed the efficient competitive and informed market for control
of Alpha. The Panel sought submissions on this subject
including:

      (a) when Sun Healthcare and SHG Holdings were placed into
receivership,

      (b) whether Alpha had effectively and publicly been a
takeover target since that date,

      (c) whether that period was sufficient to assume that the
market for control of Alpha had had a reasonable opportunity to
operate efficiently, and

      (d) whether ownership of the debt conferred a relevant
measure of control over Alpha.

   65. Our review above of the process by which the receiver
sought buyers for Sun's investment in Alpha satisfies us that
the market for control of Alpha had been extensively tested over
a long period, ending when Ramsay and Sun entered into the Pre-
Bid Agreement. Control of Alpha was tested in an efficient and
competitive market.

   66. In the circumstances, we do not think that Ramsay
acquired control of Alpha by purchasing the Sun and Hardie debt.
Alpha had agreed with Sun and Hardie on repayment schedules for
the current debts, which it had announced to the market. The
Westmead Private Hospital debt was subordinated to ANZ's loan
and was not due to be repaid until after 2010.

Disclosure Issues

   67. Alpha raised a range of disclosure issues in its
application. Generally these seemed minor to the Panel. The
Panel welcomed the fact that Ramsay had offered, in a fax from
its lawyers dated 2 May, 2001, to issue a supplementary bidder's
statement to address the issues raised by Alpha (without
necessarily agreeing that they were necessary).

   68. The Panel strongly recommended that it would be most
sensible if the parties resolved those issues between themselves
before the date that submissions were due, obviating the need
for them to make, and the Panel to consider, submissions on
those disclosure issues.

   69. The Panel noted that it would appear sensible to delay
printing and posting of any supplementary bidder's statement
until the resolution of the Panel proceedings, in case the Panel
required further information to be given to Alpha
shareholders16.

   70. The Panel invited brief submissions on the following
issues concerning disclosure in Ramsay's bidder's statement, in
the event that the parties could not reach resolution on them:

      (a) the disclosure of the condition applying to the Pre-
Bid Agreement completing, in Section 2, paragraphs 7.1 (a) & (b)
of the bidder's statement ;

         the paragraphs describing the Pre-Bid Agreement in the
bidder's statement did not state that the completion of buying
both the debts was conditional upon satisfaction of the
requirements referred to in clause 5 of the Pre-Bid Agreement;

      (b) the definition of "Pre-Bid Agreement" in Section 3
Paragraph 1; the definition of Pre-Bid Agreement indicated that
the Pre-Bid Agreement was an annexure to the bidder's statement,
which was not the case. Rather, the bidder's statement gave a
summary of the terms of the Pre-Bid Agreement ;

      (c) the application of Section 2 Paragraphs 4(b) (i) &
(ii) only to Shares rather than Remaining Shares;

          under the description of the share acquisition in the
Pre-Bid Agreement it was potentially unclear whether the
relevant "valid acceptance" referred to in those paragraphs was
only in respect of the Remaining Shares;

      (d) the date currently due for debt repayment;
the due date for payment of the Sun Healthcare and SHG Holdings
debts was not stated in the bidder's statement;

      (e) the actual provider within the Ramsay group of finance
to Ramsay (compare Section 2, Paragraphs 1.2 and 3.2);
the complete linkages within the Ramsay group for providing the
cash to the bidding vehicle was unclear, although the source and
adequacy of the funds was not; and

      (f) the statement concerning the adjustment to Alpha's net
tangible asset backing to calculate the premium claimed in
Paragraph 1 of "Why you should accept Ramsay Centauri's Offer";

         Ramsay had suggested a NTA value for Alpha shares and
said that this was adjusted for an implied discount. It was
unclear what the discount was and why it was applied.

   71. The parties resolved these disclosure issues and Ramsay
produced a supplementary bidder's statement which Alpha agreed
to include in the mailing of its target's statement. The Panel
commends the parties and their advisers on the resolution of
these issues.

Debt Repayment Schedule

   72. The Panel considered that the future performance and
value of Alpha might be materially affected by the financing of
its debt. Therefore, in the event of Ramsay not acquiring 100%
ownership of Alpha, information on Ramsay's intentions in
relation to seeking repayment of the debts of Alpha which it had
purchased was material to the decision of any Alpha shareholder
whether or not to accept Ramsay's offer.

   73. Ramsay's lawyers asserted, in a letter dated 2 May 2001,
that neither Ramsay nor RHC had yet formed a view as to its
intentions in relation to seeking repayment of those debts, and
may or may not be in a position to do so following the close of
the Offer period.

   74. The Panel asked for a list and description of internal
discussions, plans, proposals and alternative courses that the
directors of Ramsay and RHC had or had formulated in relation to
the financing or repayment of the Alpha debt, and a similar list
of documents given to the Ramsay or RHC boards, or its
financiers17.

   75. Ramsay advised that it had not formed any intentions on
repayment of debts because:

      (a) Alpha had indicated that it would repay all but the
Westmead debt by July 2001; and

      (b) the long term nature of the Westmead debt meant that
Ramsay had formed no current intentions for it.

   76. We accepted these submissions.

Other issues

   Early Dispatch

   77. Alpha alleged that some Alpha shareholders received
Ramsay's offer documents sent to Alpha shareholders less than 14
days after the bidder's statement was sent to Alpha contravening
item 6 of sub-section 633(1). The Panel asked whether this
occurred, and whether it caused any harm.

   78. Alpha said that the Bidder's Statement was served on
Alpha on Thursday, 12 April 2001. The earliest time at which
Ramsay was entitled to give the Bidder's Statement and offers to
shareholders was the fourteenth day after Ramsay gave its
bidder's statement to Alpha, namely, Thursday, 26 April 2001
(item 6 of section 633(1) of the Law).

   79. Alpha was concerned that the Bidder's Statement and the
Offers had been received through the mail by at least two
shareholders as early as mid-morning on Thursday, 26 April. This
would seem to suggest that the Bidder's Statement and Offers
were posted prior to Thursday, 26 April 2001.

   80. Ramsay cited SSG Investments v Australian National
Industries Ltd (1999) FCR 564 for the proposition that offer
documents may be sent one day before the 14-28 day period
referred to in item 6 of subsection 633(1). Ramsay asserted that
it had done this and that its offer documents were then received
in the normal post on the first day of the 14-28 day period.

   81. The Panel accepted this.

      ASX Statement Implied Early Agreement on Remaining Shares

   82. Ramsay released a statement to the Stock Exchange on 30
April that the Pre-Bid Agreement was scheduled to settle on or
before Thursday, 3 May 2001. Alpha alleged that this indicated
that Ramsay and Sun or SHG Holdings had reached agreement on the
sale of the Remaining Shares other than under the bid, and that
Ramsay had therefore breached section 606.

   83. The Panel accepted Ramsay's submissions that this was a
misreading by Alpha of the terms of the Pre-Bid Agreement.
Ramsay said that it had concluded that it was likely to complete
the Pre-Bid Agreement on 3 May 2001, on the basis that Sun had
not accepted for the Remaining Shares before that time. If
Ramsay had expected an acceptance for the Remaining Shares it
would have announced a settlement date of 8 May 2001 as provided
for in the Pre-Bid Agreement.

Delay in Alpha's Application?

   84. The Panel was concerned at the lapse of time between 3
May 2001 when Alpha applied to the Panel and 11 April, 2001
(when Alpha should reasonably have become aware of the Pre-Bid
Agreement). The Panel noted the imperatives placed on it by the
legislation to conclude its matters as quickly as possible and
to reduce tactical litigation. The Panel asked whether it should
discount any submissions by Alpha due to the time lapse.

   85. Alpha responded that it only became aware of a number of
the issues raised in its application as a result of, what Alpha
perceived to be, the Receiver's inexplicable conduct in refusing
to deal with Netcare in relation to its offer and subsequently
rejecting it. It was this conduct (which Alpha submitted was
brought about by the Pre-Bid Agreement and the alleged
inducements which lay within it) and its actual effect on the
market for Alpha shares, in terms of inhibiting competition,
which warranted Alpha making an application to the Panel.

   86. The Panel decided it should not discount Alpha's
submissions on this basis.

Time Periods in Bid Due to Application

   87. The Panel was concerned that Alpha's target's statement
was due to be sent to Alpha shareholders soon after the
application. The Panel's strong preference was to reduce the
number of supplementary documents given to shareholders to the
minimum possible, and to include the outcome of the Panel
proceedings in the supplementary target's statement. With that
in mind the Panel suggested Alpha seek an extension of time from
ASIC for dispatch of its target's statement and that Ramsay
should assure ASIC that it would extend its bid to accommodate
this. The Panel required parties to advise it immediately if
they were not prepared to facilitate this.

   88. Alpha, Ramsay and ASIC co-operated in this issue. The
Panel thanks them and their advisers for a very sensible
outcome.

   89. We thank the parties (and Hardie, which was not a party)
for helpful submissions. We consented to all parties being
represented by their solicitors. There will be no declaration or
orders.

Notes:

1 Statutory references are to provisions of the Corporations
Law. Findings of fact are based on submissions and other
materials provided by the parties and ASX announcements.

2 This acceptance was made within 3 business days: 26 April was
a Thursday.

3 This debt consisted of a loan from Sun Healthcare to Alpha of
$7.3 million and a project facility of $17.4 from SHG to
Westmead Private Hospital Pty Ltd for the construction of the
Westmead Private Hospital, repayable out of the cash flow from
that hospital, subordinated to a $36 million loan from the ANZ
Bank.

4 i.e. by 4 May.

5 i.e. on none of the events listed in subsections 652C(1) and
(2) occurring.

6 i.e. by 9 May.

7 Although the expression "prescribed occurrence" is usually
applied to a bid, this waiver would appear to apply only to the
Pre-Bid Agreement, not to the bid.

8 The Hardie debts consisted of a $4 million convertible note
issued by Alpha in August 1997 and a $1.9 million loan. The Note
was interest-free and due for repayment in August 2002. Hardie
had agreed with Alpha to accept a 9 percent compound discount on
any early repayments made in relation to the convertible notes.
This, and partial early repayment, gave a current repayment
value of $2.4 million.

9 Ramsay promised to make a takeover announcement. Once it made
this announcement, Ramsay was compelled by subsection 631(1) to
make a bid. Until then, however, Sun had no power to
specifically enforce the bid (or any right to damages).

10 As mentioned below, although the Sun receiver was concerned
to preserve the strategic value of the bundle of Alpha shares
and debt, he was also concerned to obtain appropriate prices for
the different components, for which the receiver accounted to
different lenders.

11 Paragraphs 22 and 24 of a statement by Geoffrey Levy of
Wentworth Associates Pty Ltd, submitted by Netcare.

12 Although it is unclear from the submissions it is likely that
the offer to buy the debt was also subject to SARB approval.

13 Payment for the debt under Netcare's offer was only due
within 90 days.

14 Indeed, elsewhere Netcare submitted that "it is reasonable
for the Panel to infer that the Pre-Bid Agreement was
substantially crafted to meet the key financial objectives of
Sun". We agree.

15 Although this illustrative calculation could not be applied
in practice, because the Sun companies had different creditors
and their assets could not be lumped together this way.

16 The Panel advised the parties that in some previous cases the
Panel has determined that giving a supplementary bidder's
statement to the Stock Exchange has not been adequate to redress
information deficiencies and had required that a copy of a
supplementary bidder's statement be sent to all offerees.
However, the Panel advised that it would not want to inhibit the
earliest disclosure of information by giving announcements to
the Stock Exchange.

17 The Panel specifically did not require Ramsay or RHC to
provide the documents at that stage, but it did require an
accurate description of them, their content, date, author,
recipients and purpose.


AMLINK TECHNOLOGIES: Abandons Deal With Delta
---------------------------------------------
On the 25 May 2001 the board of Amlink Technologies Limited
announced it had entered into Heads of Agreement with Delta
Biotechnology Limited (Delta) and its shareholders to acquire up
to 50 percent of this Company.

In June 2001 Amlink announced the completion of the due
diligence on this acquisition but noted that prior to the
transaction proceeding Amlink in conjunction with the Delta
board were to raise $750,000 of which $500,000 was to be loaned
to Delta.

The transaction was not completed as agreed by 31 July 2001 and
the Amlink board has resolved not to grant a further extension
of time to enable Delta to complete their part of the $750,000
financing.

Accordingly, the agreement is now at an end, says Amlink
Chairman D K Barwick.

The board of Amlink intends to focus on their two existing
software products but will continue to seek further growth in
the computer software area. However, the board will use the
criteria of only investing in ventures which have already
reached profitability and are cash flow positive.


AMLINK TECHNOLOGIES: Obtains Working Capital Loan
-------------------------------------------------
Amlink Technologies Limited has arranged a loan of $200,000 from
a number of investors which include Directors. The funds will be
used for working capital and to investigate other possible
acquisitions as they occur.

This loan has been provided on the basis that it is not
repayable before shareholders have the opportunity to vote for
conversion of this loan to a convertible note.

It is anticipated that a motion will be made at the 2001 Annual
General Meeting seeking approval for conversion of this loan
into a 13-month redeemable, convertible note on the following
terms:

   1) The note may be redeemed or convertible into ordinary
shares of Amlink, at the conclusion of 13 months, at 10 cents
per share at the election of the note holders.

   2) Interest will be payable on the note at the rate of 10
percent per annum.

   3) The note will not have specific security.


BEACONSFIELD GOLD: Receivers Expect Nov Sale Completion
-------------------------------------------------------
The administrators and receivers of Beaconsfield Gold NL mine
are expecting to complete the sale of the failed high-grade gold
mine by November of this year, Australasian Business
Intelligence reported Monday.

Administrator Michael Ryan of Allstate Exploration, a
Beaconsfield partner in the joint venture gold mine, said the
sale had piqued interest before it was advertised, the report
said.

When Beaconsfield went into administration and receivership, the
company had outstanding obligations amounting to A$38.5 million
and A$21 million owed to Bank of Western Australia and Macquarie
Bank, respectively.


CABLE & WIRELESS: Settles Proceedings Against ASIC
--------------------------------------------------
Cable & Wireless Optus Limited (CWO) announces the settlement of
the proceedings which were commenced against the Australian
Securities & Investments Commission (ASIC) regarding the
accounting treatment of the AAPT National backbone network
agreement and the capacity diversity agreement both entered into
on 31 March 2000.

In the proceedings CWO sought declarations about the proper
categorization of the agreements as finance leases under
applicable accounting standards rather than services or
operating leases.

Although ASIC has not altered its view that the standard does
not provide for these agreements to be treated as finance
leases, it has accepted that CWO and its advisers held a
contrary view which in particular the circumstances of the two
agreements is an open one.

ASIC has informed CWO that it will take no action against it,
its directors or auditors if the agreements are treated as
finance leases.

As a result of the settlement of the proceedings CWO intends to
bring the previously announced profit on the diversity
agreement, namely $28 million, to account as an unusual item
during the current accounting period, that is, for the six
months ended 30 September 2001.

There will be no change to CWO's recognition of the $82.4
million profit in relation to the national backbone transaction
which was recognized for the year ended 31 March 2000.

The proceedings commenced by CWO against ASIC have been
discontinued by consent.

For more information:
Stephen Woodhill
Phone: 02 9342 7850


CABLE & WIRELESS: SingTel Ups Stake To 24.51%
---------------------------------------------
SingTel Australia Investment Limited increased its relevant
interest in Cable & Wireless Optus Limited on 03/08/2001, from
878,154,464 ordinary shares (23.19 percent) to 928,165,535
ordinary shares (24.51 percent).


COLES MYER: Chairman Wallis Writes To Shareholders
--------------------------------------------------
Coles Myer Limited Chairman Stan Wallis wrote to shareholders
Monday the following:

"My purpose in writing to you is twofold:

"First, to enclose details of our re-launched Shareholder
Discount Plan, and secondly, to outline how the Board and
Management are committed to taking Coles Myer forward to achieve
growth in shareholder value.

1. SHAREHOLDER DISCOUNT PLAN

"Following extensive shareholder feedback, we have restructured
our shareholder discount card arrangements. While existing
cardholders can continue to use their cards, we have provided
for both the entry of new shareholders and maintenance of the
integrity of the plan in terms of overall shareholder value. A
major change is the redesignation of each existing shareholder's
first 500 ordinary shares as Discount Card Shares to be traded
separately on the Stock Exchange.

"Enclosed with this letter is a statement setting out the number
of Discount Card Shares and ordinary Coles Myer Ltd shares held
by you. Two booklets are also enclosed - one explains the main
features of the  relaunched plan, and the other sets out in full
the terms and conditions of the plan including current discount
rates.

"All Shareholders should note that to participate in the Plan
after 30 November 2001, they are required to complete and return
the enclosed `Notice of Election to Participate'.

2. SHAREHOLDER VALUE

"After four consecutive successful years of sales and profit
growth, we have communicated to the market that profit after tax
(before once off/restructuring costs) for the current financial
year could be in the order of 30% below last year. This has been
due mainly to customer resistance to initiatives which had been
pursued in the past with respect to merchandise ranges, store
environment and service levels mainly in Target and Myer Grace
Bros. We are committed to addressing these issues and also to
ensuring that our inventories, and their valuation at the end of
this current financial year, are in the best possible position
to rebuild our very strong customer franchises. The rebuild
project may also involve further up-front costs associated with
the future savings to be realized from the project.

"The profit downturn is also due to a very difficult and
challenging economic and retail trading environment, further
impacted by the introduction of a Goods and Services Tax. The
GST and its implementation have severely influenced consumer
buying patterns and profitability, mainly in our non-food
general merchandise and apparel businesses. However, we expect
more normal buying patterns to progressively emerge as we go
past the anniversary of the GST.

"In summary then, shareholders can be assured that we are
working on many fronts to recover customer and consumer
confidence in your company. These actions include:

   * the appointment of a successor to our current CEO, Dennis
Eck, as a matter of highest priority;

   * the implementation of a major organization and management
restructure separating Coles Myer into two key business groups -
Food & Liquor and General Merchandise & Apparel;

   * a very comprehensive and major rejuvenation and co-
ordination program for our non-food business, in ways not
previously contemplated, to increase customer acceptance and top
line sales;

   * an aggressive approach on many cost reduction programs and
a focus  on high return capital spending across the Group;

   * a strong focus on capital management across the Group.

"The Coles Myer group has many strengths in terms of its brands
and people. Our Food & Liquor business (Coles, Bi-Lo, Liquorland
and Red Rooster) continues to perform well. We believe we have
viable answers to the strategy, positioning and sales and profit
growth of our non-food business. We also recognize that some
investors support disaggregation of the group as the best way
forward. This and other options are clearly before the Board as
we focus on recovering profitability in 2002 and beyond.

"This is a challenging period for not just Coles Myer, but for
many retailers and their employees and suppliers in Australia
and in overseas markets. We appreciate that we are testing the
confidence of our shareholders and stakeholders as we recover
from a very difficult period of trading and take the company
forward. However, we believe the strategies and actions we are
now pursuing will attain the outcomes we all seek."


COLES MYER: Ends Deferred Settlement Trading In Ordinary Class
--------------------------------------------------------------
Following the redesignation of Coles Myer Ltd fully paid
ordinary class shares into ordinary shares (trading up to today
as CMLDA) and discount card shares (CMLC), statements of
shareholdings were dispatched Monday to each ordinary class
shareholder.

Accordingly deferred settlement trading in CMLDA and CMLC ended
on the same day, 6 August 2001, and T+3 trading resumed
yesterday, 7 August 2001, in ordinary shares (trading as CML
from 7 August 2001) and discount card shares (which will
continue to trade as CMLC).

Meanwhile, The Age reported yesterday that the Australian
Securities and Investments Commission has launched a formal
investigation into allegations made by Coles Myer that former
directors of Australian Liquor Group (ALG) concealed the
company's true financial condition.

Based on the evidence submitted by Coles Myer unit Liquorland,
Robert Strong of ASIC urged the Victorian Supreme Court to grant
the continuance of the ongoing investigations, the report said.

The evidence, the report said, further revealed that "a fraud
has been perpetrated by the relevant director of ALG against
Liquorland Pty Limited", said Justice Barry Beach.


MTM ENTERTAINMENT: Babcock & Brown Raises Relevant Interest
-----------------------------------------------------------
Babcock & Brown increased its relevant interest in MTM
Entertainment Trust on 06/08/2001, from 46,049,458 ordinary
units (57.56 percent) to 50,961,218 ordinary units (63.70
percent).


TENNYSON NETWORKS: Completes Restructuring, Appoints Directors
--------------------------------------------------------------
Tennyson Networks Limited (ASX: TNY) yesterday announced that it
was on track for returning to the Australian Stock Exchange
(ASX) under new leadership early next week.

At its Board meeting Monday, the Company appointed three new
directors, including a new independent Chairman, former Telstra
Group Managing Director, Harvey Parker.

The other new directors are leading Perth businessman Ross
Leighton and Ed Barry, who built Queensland's largest
distribution channel for Ericsson products.

Former chairman Ronald Woss will remain as Executive Director
and Deputy Chairman. Leon Ivory and William Trenear have decided
to retire from the board. Trenear will continue as Company
Secretary and acting CFO.

The Board also ratified the appointment of its new CEO, Leigh
Coleman, an experienced senior executive with a strong track
record of international business development and strategic
management.

Tennyson will later this week make application to lift its
voluntary suspension from trading on the ASX, which occurred in
March.

Parker said he felt that Tennyson was a company with enormous
potential and was now well placed to fully capitalize on the
potential of its award-winning SOX business communications
technology.

"Over the past few months Tennyson has undertaken substantial
restructuring of its operations and refocusing of its sales
strategies to provide a sharper business focus for future
success," Parker said. "The tough decisions have been taken and
we are now moving steadily in the right direction."

The actions taken in recent months flow from recommendations by
independent experts PricewaterhouseCoopers Corporate Advisory
Group and Brian Gatfield, who advised Tennyson.

Following the reorganization of the Company's operations,
overheads have been more than halved, the workforce has been
reduced by over 30 percent and the new leadership team is now in
place.

As Tennyson prepared for the future, it undertook a capital-
raising exercise, which is nearly complete. It involved a 1 for
1 non-renounceable rights issue to all shareholders, backed by
binding subscription agreements under which subscribers agreed
to cover any shortfall. As a result of these actions, the
Company is close to the full $4.87 million sought under the
rights issue.

In addition, the Company raised $1 million through the issue of
convertible notes to interests associated with Woss.

THE NEW BOARD MEMBERS

Harvey Parker has over 15 years experience as a CEO with a
strong background in utility management, particularly
telecommunications. During the mid 1990's he was Group Managing
Director of Commercial and Consumer for Telstra Corporation. In
the mid-1980's he was CEO of New Zealand Post, which he
restructured into a profitable business. Parker has now
dedicated himself as a coach to business leaders and as a non-
executive director. His other directorships include an
involvement with small to medium size businesses in the
telecommunication and IT sectors that are positioning themselves
for growth and partnering opportunities.

Ross Leighton is a seasoned business entrepreneur and director
who has guided a number of publicly listed and private companies
through their development stage onto the international
marketplace. He has particular experience and expertise with
technology companies. He is a director of global electronic
payment and smart card company Intellect Holdings, and has
significant shareholdings in a number of other companies.

Ed Barry is a successful businessman who has a particularly
strong understanding of the Australian communications products
market, having built Queensland's largest distribution channel
for Ericsson products. Having sold that business, he continues
to take an active interest in promoting innovative technology
and lending his expertise to promising Australian companies.


WAIVCOM WORLDWIDE: Deal To Sell Shell Struck
--------------------------------------------
Waivcom Worldwide Limited Deed Administrator N Brooke announced
that on 3 August 2001 the Heads of Agreement for sale of the
listed, but suspended, shell of Waivcom was executed by the Deed
Administrators and Verona Capital Pty Ltd (Verona).

Deposit funds of $100,000 were received from Verona on 6 August
2001.

Verona and the Deed Administrators are now in the process of
attending to the matters outlined in my letter dated 27 June
2001 to progress this transaction. As previously advised, I
anticipate the transaction may take six months to settle.

For queries or a more detailed outline of the terms of the sale
please refer to our website www.pwcrecovery.com through the
"Businesses Under Management" link or contact Leonie Barnard on
03 8603 3997.


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


CIL HOLDINGS: Szeto Joseph Re-Appointed As Non-Exec Director
------------------------------------------------------------
The Board of Directors of CIL Holdings Limited (the Company)
announces that SZETO Joseph has resigned as an Executive
Director effective 6 August, 2001 but reappointed as an Non-
Executive Director on the same date. He continues to be Chairman
of the Company.

LUI King Wai has resigned as an Independent Non-Executive
Director effective 6 August 2001 and WONG Kwok Tai is appointed
as Independent Non-Executive Director with effective 6 August
2001.

Meanwhile, TCR-AP last week reported that the hearing of the
winding-up petition served by Sin Hua Bank Limited against CIL
Holdings LImited was ordered by the Justice to be further
adjourned to 20 August 2001.


COMPANION BUILDING: Suffers Net Loss Of HK$731.31M
--------------------------------------------------
Companion Building Material International Holdings Limited (the
Company) posted for the year ended 31 March 2001 a net loss of
HK$731.31 million, swinging from a net profit of HK$100.167
million recorded in the previous year.

The Company's operating loss of HK$406.205 million was made on
turnover of HK$524.334 million, down from HK$838.971 in turnover
in the year 2000.

Basis of preparation of financial statements

In preparing the financial statements the directors have given
careful consideration to the future liquidity of the Group. The
Group fails to repay certain part of its convertible loan of
HK$92,302,049.

Accordingly, such convertible loan has become technically
repayable on demand and has been reclassified as a current
liability. Also, the Group is in breach of a covenant in respect
of certain banking facilities; the amount utilized was
HK$34,900,040 as of 31 March 2001.

Against this background, the Group is currently negotiating with
the convertible noteholder and the relevant banks to restructure
these borrowings. Provided that such negotiations can be
successfully completed, the directors are satisfied that the
Group will be able to meet in full its financial obligations as
they fall due in the foreseeable future. Accordingly, the
financial statements have been prepared on a going concern
basis.

DIVIDENDS

The Directors do not recommend the payment of final dividend for
the year ended 31 March 2001 (2000: HK$Nil per share).

AUDITORS' REPORT

In their report, the auditors draw attention to the following
fundamental uncertainty, and have included the following in
their report:

"Fundamental uncertainty relating to the going concern basis

"In forming our opinion, we have considered the adequacy of the
disclosures made under the basis of preparation above which
explains that the Group fails to repay certain part of its
convertible loan of HK$92,302,049. Accordingly, such convertible
loan has become technically repayable on demand and has been
reclassified as a current liability. Also, the Group is in
breach of a covenant in respect of certain banking facilities;
the amount utilized was HK$34,900,040 as at 31 March 2001.

"Against this background, the Group is currently negotiating
with the convertible noteholder and the relevant banks to
restructure these borrowings. Provided that such negotiations
can be successfully completed, the directors are satisfied that
the Group will be able to meet in full its financial obligations
as they fall due in the foreseeable future. The financial
statements have been prepared on a going concern basis, the
validity of which depends upon future funding being available.
The financial statements do not include any adjustments that
would result from the failure to obtain such funding. We
consider that the fundamental uncertainty is adequately
disclosed in the financial statements and our opinion is not
qualified in this respect."

MANAGEMENT DISCUSSION AND ANALYSIS

Business Review

For the year under review, the Group recorded a consolidated
turnover of HK$524.3 million, representing a drop of 37.5% from
the previous year, and a net loss of HK$731.3 million.

The Group's ceramic tile business was affected by the local
economic slowdown and sluggish property market. Despite housing
affordability has improved as a result of the fall in prices and
cuts in interest rate, demand for residential units remained
stagnant, causing a drop in new development projects undertaken
by property developers. Coupled with reduced spending on the
refurbishment of existing buildings, sales price of ceramic
tiles has been continuously under pressure.

Turnover from trading of ceramic tiles reduced by 18.1 percent
to HK$254.2 million while profit from that sector reduced by
51.4 percent to HK$28.9 million. On the other hand, the Group
has expanded its revenue base by securing to provide ceramic
tiles for Home Depot, a reputable home improvement retailer in
the United States selling a wide assortment of building
materials.

Sales to Home Depot for the year amounted to HK$5.3 million. The
Group is optimistic that exports to the United States will grow
significantly and will bring profit contributions to the ceramic
tile business.

Share of loss of associates for the year amounted to HK$295.8
million, of which a substantial portion was attributable to the
loss of Skynet (International Group) Holdings Limited
("Skynet"), an 47.89 percent associate of the Company. Skynet
and its subsidiaries are principally engaged in the wholesale
and installation of marble and granite products and investments
in Internet websites namely www.hkcyber.com, www.hkstock.com.hk,
www.gameplayers.com.hk and www.astprince.com.

The consolidated results of Skynet for the year were less than
satisfactory owing to the sluggish property market and the
downturn of the Internet-related industry. The Internet business
has experienced a hard time in view of high operating cost and
keen market competition.

The local stock market has been dragged down by the reversal of
the global market sentiment. The Group recorded a loss of
HK$174.6 million from trading of marketable securities and
derivatives during the year.

Taking a prudent approach, the Group made a provision for bad
and doubtful debts of HK$167.5 million and a provision for stock
of HK$4.1 million. The Group also recognized an impairment loss
of HK$47.4 million arising from revaluation of properties under
development held for sale, which are situated in Hong Kong.

Liquidity and Financial Resources

As at 31 March 2001, the Group had net current liabilities of
HK$31.1 million (2000: net current assets of HK$362.9 million)
and a current ratio of 0.9 (2000: 2.1). Cash, bank balances and
time deposits as at 31 March 2001 were HK$23.9 million (2000:
HK$56.2 million). Gearing ratio which is expressed as a ratio of
total liabilities (including minority interests) to
shareholders' funds was 1.5 (2000: 0.5).

Borrowings as at 31 March 2001 amounted to HK$283.8 million
(2000: HK$232.7 million), of which HK$269.9 million was due
within one year from the balance sheet date and HK$13.9 million
was due after one year.

All these borrowings were interest bearing, of which HK$191.9
million bore fixed interest rates ranging from 6.39 percent to
9.8 percent and HK$91.9 million bore floating interest rates.

As at 31 March 2001, the Group had bank overdraft of HK$3.1
million (2000: HK$Nil). Borrowings were mainly denominated in
Renminbi, United States dollars and Hong Kong dollars while cash
and cash equivalents were mainly held in Hong Kong dollars and
Renminbi.

Exchange rate fluctuations had no material impact on the Group
during the year. The Group has utilized foreign exchange
contracts and options to hedge against the exchange rate risk
for its purchases.

A repayment notice has been received by the Group from a
convertible noteholder demanding the repayment of certain part
of a convertible loan. The Group failed to make such repayment,
resulting in the whole convertible loan of HK$92.3 million
technically repayable on demand.

As of 31 March 2001, the Group's tangible net worth was HK$317.7
million, which was in breach of a covenant in respect of certain
banking facilities. The amount of such banking facilities
utilized was HK$34.9 million as of 31 March 2001.

The Group is currently negotiating with the convertible
noteholder and the relevant banks to restructure these
borrowings. Provided that such negotiations can be successfully
completed, the Group expects that it will be able to meet in
full its financial obligations as they fall due in the
foreseeable future.

Pledge of Assets

As of 31 March 2001, the Group pledged certain land and
buildings, motor vehicles, plant and machinery with an aggregate
carrying value of approximately HK$163.5 million (2000: HK$147.9
million) to secure the banking facilities granted to the Group.
No fixed deposit was pledged to secure short-term bank loan,
compared with the pledging of fixed deposit in the amount of
US$0.8 million in the previous year.

Contingent Liabilities

As of 31 March 2001, the Group's contingent liabilities were
HK$50.7 million (2000: HK$40.9 million), representing corporate
guarantee given to bankers in respect of banking facilities
utilized by an associate of HK$26.8 million, a put option
granted to a third party to require the Company to purchase
certain shares in Skynet Limited (a subsidiary of Skynet) at the
price of HK$23.4 million, and outstanding performance bonds in
respect of retail shop rental of HK$0.5 million.

Employees and Remuneration Policies

The Group had approximately 880 employees as of 31 March 2001.
The Group's remuneration policies are in line with prevailing
market practices and formulated on the basis of performance and
experience of the employees. Training is also provided to
improve the caliber of the staff.

The Company maintains a share option scheme, pursuant to which
share options are granted to directors and senior executives to
provide them with incentive interests in the growth of the
Group.

Prospects

With the global economy continuing to show signs of slowdown, it
is expected that the local property market will not revive in
the short run. In view of the unfavorable local market
conditions, the Group has administered a series of stringent
cost control measures to enhance its operational efficiency.

Looking ahead, the Group will capitalize on its strength in its
existing business and explore new markets for its ceramic tile
business such as Australia. The Group will also expand its share
in the sanitary market which has high growth potential.

More efforts will be spent on strengthening the sales team and
expanding the customer base of our sanitary business. The Group
will make every endeavor to enhance its competitiveness and
achieve better returns for shareholders.


GOLDEN HERO: Winding Up Petition Hearing Set
--------------------------------------------
The petition to wind up Golden Hero International Investments
Limited is scheduled for hearing before the High Court of Hong
Kong on August 22, 2001 at 9:30 am.  The petition was filed with
the court on June 11, 2001 by Sin Hua Bank Limited, Hong Kong
Branch whose principal place of business is situated at 2A Des
Voeux Road Central, Hong Kong.


GOLDTECH INTERNATIONAL: Hearing of Winding Up Petition Set
----------------------------------------------------------
The petition to wind up Goldtech International Limited is set
for hearing before the High Court of Hong Kong on August 29,
2001 at 9:30 am. The petition was filed with the court on June
18, 2001 by The China and South Sea Bank Limited, Hong Kong
Branch, whose principal place of business is situated at 136 Des
Voeux Road Central, Hong Kong.


LEARNING CONCEPTS: Enters Deal To Acquire Longwise
--------------------------------------------------
Learning Concepts Holdings Limited, as purchaser and Lee Tat
Man, an independent third party, as vendor, entered Monday into
a conditional agreement for the acquisition of the entire issued
capital of Longwise, which has 100 percent interest in Sheng Tai
at a consideration of HK$25,000,000. LCH is currently undergoing
a series of cost cutting exercises and debt restructuring
programs.

The agreement will be satisfied by way of issue and allotment of
250,000,000 new Shares at HK$0.10 each by the Company. The issue
represents approximately 0.866% of the existing issued share
capital of the Company. The agreement also includes a
shareholder's loan of HK$21,878,681.95 of Longwise at a cash
consideration of HK$1.00.

AGREEMENT

Date: 6 August 2001

Parties: Vendor: Lee Tat Man, an independent third party and the
sole shareholder of Longwise

    Purchaser: the Company

Assets to be purchased

Two (2) ordinary shares of HK$1.00 each in the share capital of
Longwise, representing the entire issued share capital of
Longwise and a Shareholder's Loan.

Longwise is an investment holding company, which holds100%
interest in Sheng Tai (the sole asset of Longwise). Sheng Tai
was established on 5 September 1992 with registered capital of
US$2,100,000 which has been fully paid up. The principal
businesses of Sheng Tai are land/property development,
land/property sale and purchase, and interior design in the PRC.

Sheng Tai is currently holding the Properties, which will be
developed into residential complexes. The development has not
yet commenced, but is scheduled to be started in mid-2002 and is
expected to be completed in or about 2004.

The funding for the development of the Properties will be raised
by Sheng Tai through self-financing by bank loans from the PRC
banks using its own interest in the Properties as collateral. It
will affect the gearing of the Company, but will not have
material adversely effect to the Company.

The unaudited net profit of Longwise before and after taxation
and extraordinary for the year ended 31 March 2001 were in the
same amount of approximately HK$23,000. The corresponding
audited net loss for the year ended 31 March 2000 were
HK$112,871. The net tangible asset of Longwise is in the amount
of HK$27,000,000 being the value of the Properties which is
currently being held by Sheng Tai (the only asset of Longwise).

The Consideration

The total consideration for (i) Sale Shares shall be a sum of
HK$25,000,000 which will be satisfied by way of issue and
allotment of 250,000,000 new Shares by the Company; and (ii)
Shareholder's Loan shall be HK$1.00 which will be paid in cash
on Completion. The consideration is determined after arm's
length negotiations between the Company and Mr. Lee by taking
into account of the value of the Properties of HK$27,000,000 as
determined by an independent valuer, Vigers Hong Kong Limited,
appointed by the Company.

The Consideration Shares

The Consideration Shares to be issued upon completion of the
Agreement will be issued pursuant to the general mandate to the
Board at the special general meeting held on 9 July 2001. Such
mandate is valid and subsisting and has not been revoked.

The Consideration Shares represent approximately 0.866 percent
of the existing issued share capital of the Company and
approximately 0.859 percent of the issued share capital of the
Company as enlarged by the Consideration Shares.

The issue price of HK$0.10 per share was determined after arm's
length negotiation between the Company and Mr. Lee. The issue
price of HK$0.10 per share represents a premium of approximately
78.571 percent to the closing price of HK$0.056 per share as at
the date of this announcement and a premium of approximately
67.504 percent to the average closing price of HK$0.0597 per
share for the last ten trading days up to and including 6 August
2001.

Application will be made to the Stock Exchange for the listing
of, and permission to deal in, the Consideration Shares. All
Consideration Shares will rank pari passu in all aspects with
the existing issued Shares.

Conditions

Completion is conditional upon:

   1. the Company being satisfied in all aspects with the
results of the due diligence investigation for Longwise and
Sheng Tai;

   2. Lee deducing and exhibiting to the Company or its advisors
to their satisfaction a good marketable title of Longwise (free
from any encumbrances excepted as disclosed) to the Properties;
and

   3. the Stock Exchange granting listing of and permission to
deal in the Consideration Shares to be issued in accordance with
the terms of the Agreement.

Completion

   Completion of the Agreement will take place on the fifth
business date after the conditions are fulfilled or waived by
the Company on the date falling twenty days after the date of
the Agreement or at such other date as the parties may agree.

Reason for the transaction

   The value of properties in the PRC is in an aggressive
growing rate in the cities and provinces in the southern and
coastal parts of the PRC, especially when the PRC joins the
World Trade Organization in the short run.

   As such, the Company intends to increase its land bank in the
PRC by investing a certain of potential land sites in different
cities or provinces in the PRC for the purpose of enjoying the
benefits in the strong potentiality of growth in land value, and
such growth could also be maximized by diversification of
investment in such relatively well-developed and facilitated
cities as Shenzhen, Guangzhou, Chongqing, Nanjing, Beijing and
etc.

   Therefore, the Company has entered into the Agreement with
Lee on 6 August 2001 in respect to the acquisition of the
Properties. The land premium of the land has been paid off.

INFORMATION OF THE COMPANY

The Company and its subsidiaries are principally engaged in
properties investment and development, and in the design,
manufacture and marketing of electronic learning toys. The
change of the Company's name to South Sea Holding Company
Limited has been approved at the Special General Meeting held on
30 July 2001.

GENERAL

The transaction contemplated under the Agreement constitutes a
share transaction for the Company. There will be no change in
the composition of the Board, nor will there be any material
change in the control of the Company which may arise by reason
of completion of the Agreement.


NAM FONG: New Chairman Appointed
--------------------------------
The Board of Directors of Nam Fong International Holdings
Limited (the "Company") hereby announces the following:

Appointment of Chairman of the Company and the Board

   Zhai Zhiming has been appointed as Chairman of the Company
and the Board.

Appointment of Executive Director

   Zhuang Zhuning has been appointed as Executive Director and
Deputy General Manager - General Affairs of the Company.

Appointment of the Company Secretary

   Tsang Chung Sing Edward has been appointed as Financial
Controller and Company Secretary of the Company, thereby,
releasing Ngan Sai Chung from company secretarial duties.

   Zhai Zhiming and Tsang Chung Sing Edward are also appointed
as representatives of the Company.

At a Board meeting held on 3 August 2001, it had also resolved
that Deng Jintian and Huang Xunwu be appointed as Deputy General
Manger and General Manager of Finance of the Company
respectively.

All the above appointments were effective from 3 August 2001.

Meanwhile, the Company is still in negotiations with a creditor
who filed a suit against the Company for a claim of HK$18.21
million.


RICH TREASURE: Faces Winding Up Petition
----------------------------------------
The petition to wind up Rich Treasure Enterprises Limited is set
for hearing before the High Court of Hong Kong on August 13,
2001 at 9:30 am. The petition was filed with the court on July
27, 2001 by Chan Wai Keung of Flat B, 26th Floor, Block 4,
Seaview Garden, Tuen Mun, New Territories, Hong Kong.


SUPERYOUNG INVESTMENT: Winding Up Petition To Be Heard
------------------------------------------------------
The petition to wind up Superyoung Investment Limited is
scheduled to be heard before the High Court of Hong Kong on
September 19, 2001 at 9:30 am. The petition was filed with the
court on June 28, 2001 by Po Sang Bank Limited, whose registered
office is situated at 71 Des Voeux Road Central, Hong Kong.


ZHANGJIAJIE (HK): Winding Up Petition Set For Hearing
-----------------------------------------------------
The petition to wind up Zhangjiajie (HK) Travel Limited will be
heard before the High Court of Hong Kong on August 22, 200 at
9:30 am. The petition was filed with the court on June 11, 2001
by Sin Hua Bank Limited, a banking corporation duly incorporated
under the laws of the People's Republic of China and having
branch office at No. 2A, Des Voeux Road Central, Hong Kong.


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


INTI INDORAYON: JSX Asks Bapepam to Investigate Management
----------------------------------------------------------
The Jakarta Stock Exchange (JSX) has suggested the Capital
Market Supervisory Agency (Bapepam) investigate the management
of troubled company PT Inti Indorayon Utama Tbk with the aim of
deciding the reasons underlying the submissions' delays.

The Exchange's decision to continue the suspensions has been
based on hearing procedures conducted with the company and on
considerations related to investors' interests.

The JSX has suspended the company's shares trading for 15
(fifteen) days from July 13, 2001 to July 27, 2001 following the
company's failure to submit their audited reports for year 2000
by the first deadline, i.e. July 12, 2001.

Prior to this notice, the Exchange issued two written warnings
to the company.


MULTI PRIMA: Bourse Asks Bapepam To Conduct Investigation
---------------------------------------------------------
The Jakarta Stock Exchange (JSX) suggests that the Capital
Market Supervisory Agency (Bapepam) investigate the management
of troubled company PT Multi Prima Sejahtera (formerly PT Lippo
Enterprises Tbk) with the aim of deciding the reasons underlying
the submissions' delays.

The Exchange's decision to continue the suspension has been
based on hearing procedures conducted with the company and on
considerations related to investors' interests.

The JSX has suspended the company's shares trading for 15
(fifteen) days from July 13, 2001 to July 27, 2001 following the
company's failure to submit their audited reports for year 2000
by the first deadline, i.e. July 12, 2001.

Prior to this notice, the Exchange issued two written warnings
to the company.


PANCA OVERSEAS: Management May Undergo Bapepam Inquiry
------------------------------------------------------
The Jakarta Stock Exchange (JSX) has asked that the Capital
Market Supervisory Agency (Bapepam) investigate the management
of troubled company PT Panca Overseas Finance Tbk with the aim
of deciding the reasons underlying the submissions' delays.

The Exchange's decision to continue the suspensions has been
based on hearing procedures conducted with the company and on
considerations related to investors' interests.

The JSX has suspended the company's shares trading for 15
(fifteen) days from July 13, 2001 to July 27, 2001 following the
company's failure to submit their audited reports for year 2000
by the first deadline, i.e. July 12, 2001.

Prior to this notice, the Exchange also issued two written
warnings to the company.


UNI BANK: May Undergo Bapepam Inquiry
-------------------------------------
The Jakarta Stock Exchange (JSX) has asked that the Capital
Market Supervisory Agency (Bapepam) investigate the management
of troubled company PT Uni Bank Tbk in order to discover the
reasons underlying the submissions' delays.

The Exchange's decision to continue the suspensions has been
based on hearing procedures conducted with the company and on
considerations related to investors' interests.

The JSX has suspended the company's shares trading for 15
(fifteen) days from July 13, 2001 to July 27, 2001 following the
company's failure to submit their audited reports for year 2000
by the first deadline, i.e. July 12, 2001.

Prior to this current notice, the Exchange issued two written
warnings to the company.


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


ASAHI MUTUAL: Moody's Downgrades IFSR Rating To Ba2
---------------------------------------------------
Moody's Investors Service has downgraded Asahi Mutual Life
Insurance Company (Asahi Life)'s insurance financial strength
rating (IFSR) to Ba2 from Baa3. The rating outlook is negative.

According to Moody's, the downgrade "reflects Moody's views
concerning Asahi Life's weakened financial fundamentals as seen
by a continued weakening capital base that is negatively
impacted by the volatile and depressed Japanese stock market."

Moody's continued, "Additionally, Asahi Life's loan portfolio,
which Moody's believes to have a higher risk profile relative to
other Japanese life insurers, will serve as a source of downward
pressure on Asahi Life's earnings and capital formation."

Moody's further noted in its review on the insurer that Asahi
Life was able to raise its level of new sales by introducing new
products and services. However, the high rates of surrender and
lapsation have resulte4d in a decline in the insurer's policies
in force.

Moody's said, "Without a strong recovery of its business
fundamentals and core operating profitability, Asahi Life's
weaker capital base and lower solvency margins will continue to
put pressure on the company.

"The negative rating outlook reflects Moody's opinion that Asahi
Life will continue to operate in a difficult business
environment as long as the above-mentioned problems continue to
remain unresolved."


MITSUI MUTUAL: Moody's Downgrades IFSR Rating To Ba1
----------------------------------------------------
Moody's Investors Service has downgraded Mitsui Mutual Life
Insurance Company's insurance financial strength rating (IFSR)
to Ba1 from Baa3, calling the rating outlook negative.

According to Moody's, this downgrade ends the review made on the
insurer started on April 17, 2001.

Moodys said, "The rating adjustment reflects [the] views that
Mitsui Life's financial fundamentals are continuing to weaken in
the harsh Japanese economic conditions. The company's core
earnings and capital base continue to be negatively impacted by
the volatile and weak Japanese stock market."

"Mitsui Life has also experienced a continued decline in its
business in-force, as seen by slow sales of new contracts and
higher-than-expected rates of surrender and lapsation," Moody's
continued.

"The negative outlook on Mitsui Life's rating reflects Moody's
view of the difficult business environment Mitsui Life continues
to face. This environment is characterized by a weak Japanese
economy affecting the life insurance industry, the continuing
decline of policies in force, increased sensitivity of
policyholders toward the credit quality of life insurance
companies, and a low interest rate environment continuing to
produce negative interest spreads on its inforce business,"
Moody's added.

"Moody's believes that the Sumitomo-Mitsui group companies
should provide reasonably strong support to Mitsui Life given
the important strategic business, financial, and reputational
ties that exist.

"Demutualization, which is being considered by Mitsui Life,
could contribute to strengthening and increasing the financial
flexibility of Mitsui's capital base. However, it would take a
few years to complete the process of demutualization. During
this period, the company could conceivably face further business
stress and financial difficulties.

"Additionally, Mitsui Life's economic capital may need
significant external support even after demutualization. As a
result, Moody's will see how the restructuring of Mitsui Life
develops over the coming few years and incorporate the impact of
future support by the Sumitomo-Mitsui companies into Mitsui
Life's rating as it becomes more evident and definite."

In January this year, the life insurer unveiled its
restructuring plan. Following this, Mitsui Life received Y100
billion of subordinated loans and Y 35 billion of Foundation
Funds from Sumitomo-Mitsui group companies in 2001.

Mitsui Life Insurance Company, headquartered in Tokyo, is the
seventh largest Japanese life insurance company in terms of
assets. Mitsui Life had total assets of Y9,777.7 billion as of
March 31, 2001.


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


DAEWOO MOTOR: GM Proposes Solution for Daewoo Motor
---------------------------------------------------
General Motor (GM) has proposed a good solution for Korea, in
relation to Daewoo Motor, a solution that is a part of GM's
strategy for Asia, Korea Times reported Friday, quoting David
Jerome, CEO of GM Korea.

"We have a solution for that problem (Daewoo Motor) that is good
for Korea," said Jerome.

"This is a global effort and a huge deal for both Korea and GM
and we believe that we have a fantastic solution and we are
absolutely confident about the negotiations," he added.

Jerome explained GM basically has two strategies in Korea. The
first is in relation to consolidating Daewoo's infrastructure.

"From the GM perspective, setting up a heavy infrastructure
would be related to a partnership with a strong local company
for getting into the main stream and volume. This (taking over
Daewoo in one form or another) is the way GM would consider
doing it."

"We see this (importing cars) as a boutique business and we are
naturally doing the best we can to take the best care of premium
customers for our top brands."

"What we are offering is good value for money and we know the
needs of our customers. By introducing the Siebel CRM (Customer
Relations Management) program, and investing in training our
employees, we are hoping to answer our customers needs," he
said.


DAEWOO MOTOR: Government Sets Deal Deadline
-------------------------------------------
The government has given Daewoo Motor and General Motors an
August 31 deadline to wrap up the ongoing talks for the latter
firm's takeover bid in the insolvent Korean automaker, The Korea
Herald reported yesterday.

Finance and Economy Minister Jin Nyum believes further delays in
the talks would be detrimental to the government's plan to end
all market uncertainties.

"The creditors may run into a lot of sensitive obstacles in
negotiations with GM. But the government's position is against
long delays," Minister Jin was quoted as saying.


HANJIN SHIPPING: Suffers Losses Of W15.9B In H1
-----------------------------------------------
The continued weakening of the South Korean won has taken its
toll on Hanjin Shipping Company, dragging the company's net
losses to W15.9 billion in the first-half period, The Asian Wall
Street Journal reported Tuesday.

The figure is a turnaround from a net profit of W60.7 billion in
the year-ago period, the newspaper says. Revenue, however,
climbed 18.3 percent to W2.423 trillion, while operating profit
was pegged at W232.1 billion, rising 60 percent.

Foreign exchange losses incurred in the same period stood at
W91.9 billion.


HYUNDAI TRUST: AIG-Led Consortium Likely To Take Over
-----------------------------------------------------
The American International Group-led consortium is likely to
take over new rights offerings by Hyundai Investment Trust
Securities (HITS) in order to acquire a controlling stake in the
firm, Digital Chosun reported Friday, which cited a high-ranking
government official.

The government and the AIG consortium reportedly have been
engaged in protracted negotiations for the sale of HITS, but
talks has been facing a roadblock over the issue of Hyundai
Securities controlling stake in HITS.


KOHAP COMPANY: Creditors Move to Split Firm
-------------------------------------------
Kohap Company creditors will proceed with its plan to split the
firm into viable and non-viable parts to accelerate the
liquidation measure for the firm, The Digital Chosun reported
over the weekend.

Main creditor Hanvit Bank said that more than two-thirds of the
creditor banks agreed on the separation move and Hanvit has
launched asset investigation on the firm for the plan of
splitting the firm, the report said.

Profitable operations of the firm reportedly will be grouped
together and be returned to normal operations, while non-viable
ones will be transferred to a "bad company" for an ultimate
sale.


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


ABRAR CORP: Payment Status Unchanged
------------------------------------
Abrar Corporation Berhad announced there has been no change in
the default payment status since the previous announcement made
on 30 July 2001.

The Company has been under the care of Special Administrators
since 27 May 2000 by Pengurusan Danaharta Nasional Berhad
(Danaharta) pursuant to Section 24 of the Danaharta Act, 1998.

With the appointment of Special Administrators, there is a
moratorium on the Company. No creditor may take action against
the Company except in accordance with Section 41 of the
Danaharta Act, 1998.

The moratorium expires on 26 May 2002.


KELANAMAS INDUSTRIES: Exchange Grants Extension Request
-------------------------------------------------------
Kelanamas Industries Berhad announces the Kuala Lumpur Stock
Exchange has approved the Company's application for an extension
of approximately three months from 20 June 2001 to 14 September
2001 to enable the Company to obtain all the necessary approvals
from the regulatory authorities. The approval was made via the
Exchange's letter dated 2 August 2001.

Background

At the time of listing the Company, then called Sungei Besi
Mines Bhd (SBM), was one of the major tin producers in Malaysia.
SBM had been incorporated to take over the business of the
Sungei Besi Mines Ltd (Sungei Besi), a UK-incorporated company.
Effective 1 November 1976, the issued share capital of Sungei
Besi was cancelled in exchange for shares in SBM.

In December 1989, SBM ceased its mining operations to become an
investment holding company. A period of diversification followed
from 1991 to 1997 during which the SBM Group became involved in
property investment, trading and distribution of consumer
products, manufacture of cordials, fruit juices, soft drinks and
food products, granite quarrying and stockbroking. SBM changed
its name to Kelanamas Industries Bhd (KIB) in 1993 to reflect
its diversification from tin mining into the new areas of
business.

On 12 February 1999, the Group's main contributor, Alor Setar
Securities Sdn Bhd (ASSEC), was put under a Special
Administrator appointed by Pengurusan Danaharta Nasional Bhd.
Assec subsequently went through a restructuring exercise to help
restore its financial and operational viability.

The scheme had been fully implemented, including a capital
reduction and new issue of shares to the new investor, on 17
July 2000. As such, from that date, Kelanamas Capital Sdn Bhd
(subsidiary of KIB) only holds 45 shares of a total of
30,000,100 shares of ASSEC on issue. Therefore, ASSEC is no
longer a related company of KIB.

In addition, in May 2000, Kelanamas entered into an agreement
with Dolomite Bhd (DB) pursuant to the Group's restructuring
involving DB and its eight subsidiaries. The restructuring
entails capital reduction, debt reconstruction and acquisition
of the DB Group.

The Group's future viability hinges on the successful outcome of
this restructuring scheme.

As part of the scheme, disposal/liquidation of all other
subsidiaries/assets/businesses shall be undertaken by Kelanamas.
Any corporate guarantee liabilities arising from the liquidation
of these subsidiaries and associated companies will be assumed
by the Company in its debt restructuring schemes.


KEMAYAN CORP: Court Grants Restraining Order Extension
------------------------------------------------------
Kemayan Corporation Berhad announced Thursday last week that the
Kuala Lumpur High Court had extended the Restraining Order to 1
November 2001.

Background

The Company originated as a plantation concern developing oil
palm plantations in Pahang and cocoa plantations in Sabah. It
undertook corporate exercises from 1993 to 1995 focusing on
construction and property related activities via the acquisition
of companies and projects.

Besides these, the Group is also involved in other activities
like timber logging and saw-milling, food manufacturing,
retailing and trading, education, aviation, hotel and tourism.

Subsequently, the Company is now undertaking a composite scheme
of arrangement with the objective of returning the Group to
profitability.

The scheme involves a proposed capital reconstruction, rights
issue and acquisition/settlements. The Company has obtained a
restraining order on 12 August 1998 from the High Court for an
initial period of nine months. This was later extended to 30
September 2000.


LAND & GENERAL: Gets Authorities' Approval For Restructuring
------------------------------------------------------------
Land & General Berhad announced that all the relevant approvals
have been obtained and the Disposal of 49 percent equity
interest in Armada Tankers Sdn Bhd was deemed completed on 31
July 2001.

Meanwhile, in relation to the Proposed Restructuring of Overseas
& General Limited (OGL), a subsidiary of the Company, the High
Court of the Isle of Man has, on 2 August 2001, approved the
following:

   i) the writing off of the paid up share premium account
amounting to A$28,042,857 against the retained losses of OGL;
and

   ii) the reduction of paid up capital of OGL from A$30,334,733
to A$15,167,367.


RENONG BERHAD: Boards Recommends Acceptance Of Danasaham Offer
--------------------------------------------------------------
The Board of Directors of Renong Berhad, having taken into
consideration all aspects of the Conditional Voluntary Offer by
Syarikat Danasaham Sdn Bhd (Danasaham) for shares and warrants
in United Engineers (Malaysia) Berhad and the advice of
Alliance, have resolved to recommend to the shareholders of
Renong, the Board's proposed acceptances by Renong and CBSB of
the Conditional Voluntary Offer.

The Offer is subject subject to, among others, shareholders'
approval at an Extraordinary General Meeting (EGM) to be
convened.

On 23 July 2001, Aseambankers Malaysia Berhad, on behalf of
Danasaham, a wholly-owned company set up as a Special Purpose
Investment Vehicle of Khazanah Nasional Berhad (Khazanah),
announced that Danasaham, on 23 July 2001, served a Notice of
Conditional Voluntary Offer to the Board of UEM for the
following:

   (i) the remaining 815,303,483 ordinary shares of RM0.50 each
in UEM (UEM Shares) not already held by Khazanah representing
approximately 99.78 percent of the issued and paid-up share
capital of UEM as at 19 April 2001;

   (ii) remaining 98,053,203 UEM Warrants not already held by
Khazanah representing approximately 98.84 percent of the
outstanding UEM warrants (Offer Warrants); and

   (iii) all new UEM Shares that may be issued pursuant to the
exercise of any of the remaining 98,053,203 UEM warrants.
(hereinafter referred to as "Conditional Voluntary Offer")

Item (i) and (iii) above are hereinafter referred to as `Offer
Shares".

Danasaham proposed to offer to all holders of Offer Shares a
cash payment of RM4.50 for every Offer Share.

The Offer Shares include the 309,795,506 UEM Shares (Subject
Shares), representing 37.92% of the issued and paid-up share
capital of UEM as at 31 March 2001, held by Renong and Cantuman
Bahagia Sdn Bhd (a wholly-owned subsidiary of Renong) (CBSB).

UEM had on 30 July 2001 issued a Circular to its shareholders
enclosing the Notice.

Details Of The Proposal

The proposed acceptances by Renong and CBSB of the Conditional
Voluntary Offer involve the disposal of the Subject Shares
representing 37.92 percent of the issued and paid-up share
capital of UEM as at 31 March 2001 to Danasaham at an offer
price of RM4.50 per Offer Share (Proposal).

Acceptances of the Conditional Voluntary Offer shall be
irrevocable unless Danasaham fails to comply with the
requirements as set out in the Notice.

Renong and CBSB acquired the Subject Shares between 12 September
1990 and 1 November 1999 for a total purchase consideration of
approximately RM1,995 million. The book value of this investment
based on the consolidated audited accounts of Renong as of 30
June 2000 is RM1,196 million, after writing down the cost of
investment to the net assets value of UEM, consistent with the
Group's accounting policy on investment in associate companies.

The Proposal completion is expected by the fourth quarter of
2001.

   Salient terms of the Conditional Voluntary Offer

The Conditional Voluntary Offer is conditional upon the
following:

   (i) Danasaham receiving by 5.00 p.m. (Malaysian time) on the
closing date of the Conditional Voluntary Offer or such later
date(s) as the Board of Danasaham may decide with the consent of
the Securities Commission, acceptances (provided that they are
not, where permitted, withdrawn), which would result in
Danasaham and all persons acting in concert with it holding in
aggregate, together with those UEM Shares already held or
entitled to be acquired, of not less than 90% of the Offer
Shares; and

   (ii) The valid acceptances to be received in respect of the
Conditional Voluntary Offer may include the new UEM Shares to be
issued arising from the valid exercise of the Offer Warrants by
the holders of the Offer Warrants before the closing date of the
Conditional Voluntary Offer.

As per the terms in the Notice, the Offer Shares shall be
disposed of free from all claims, charges, liens, encumbrances
and adverse interest together with all rights attached to them,
and with all dividends and distributions declared or made with
respect thereof as from the completion of the acquisition of the
Offer Shares and/or Offer Warrants.

    Background Information

UEM

   UEM was incorporated in Malaysia under the Companies
Ordinance, 1940 - 1946 on 10 March 1966 as United Engineers
(Malaysia) Limited and on 15 April 1966 changed its name to
United Engineers (Malaysia) Sdn Bhd.

   Following its incorporation, UEM took over the engineering
activities of United Engineers (Singapore) Ltd. in Malaysia. On
19 May 1975, it was converted into a public company and assumed
its present name. On 10 July 1975, it was listed on the Kuala
Lumpur Stock Exchange.

   The present authorized share capital of UEM is RM500 million
comprising 1,000 million ordinary shares of RM0.50 each whilst
the issued and paid-up share capital was RM408,538,242
comprising 817,076,483 ordinary shares of RM0.50 each as at 31
March 2001.

   Based on the audited consolidated accounts of UEM as at 31
December 2000, the audited net tangible assets (NTA) of UEM is
RM182.5 million and UEM made a profit after taxation of RM466.8
million for the financial year ended 31 December 2000.

   Danasaham

   Danasaham was incorporated in Malaysia under the Companies
Act, 1965 on 7 January 1999 as a private limited company as a
Special Purpose Investment Vehicle of Khazanah.

   As of 20 July 2001, the authorized share capital of Danasaham
was RM100,000 comprising 100,000 ordinary shares of RM1.00 each
whilst the issued and paid-up share capital was RM2 comprising 2
ordinary shares of RM1.00 each.

Rationale For The Proposal

   The rationale for the Proposal includes, inter-alia, the
following:

      * The Proposal is consistent with the Group's strategy on
the repayment of debts by way of a structured asset disposal.
The disposal of certain assets of the Renong Group to redeem its
7-year zero coupon redeemable secured bond (Renong SPV Bond)
issued to Projek Lebuhraya Utara-Selatan Sdn Bhd (PLUS) has
always been an option actively pursued by Renong.

      * The Conditional Voluntary Offer presents an opportunity
for Renong to dispose a significant asset en-bloc for cash that
would otherwise be extremely difficult, especially as it
represents a substantial block of more than 33 percent that
would necessitates the acquirer to carry out a mandatory general
offer. The planned disposal of Renong's other significant assets
such as its investments in Commerce Asset-Holding Berhad has
proven to be difficult, especially under the present market
conditions.

      * The Conditional Voluntary Offer is from a Government-
owned institution. The involvement of the offeror is expected to
facilitate the process of any future restructuring of the UEM
Group's debts and assets, which would have an impact on the
remaining debt owing by Renong to PLUS under the Renong SPV
Bond.

      * The offer price of RM4.50 per share is at a premium to
market price, and premium to the NTA of UEM, and at a reasonable
price-earning multiple.

      * The NTA of Renong Group based on its audited accounts at
30 June 2000 will increase from 54 sen per share to 61 sen per
share after the Proposal.

      * The Proposal will enable Renong to reduce its debts by
approximately RM1.4 billion. This debt reduction will result in
reduction of financial charges by at least RM134 million per
annum. Gearing of Renong Group based on its audited accounts as
at 30 June 2000 will reduce from 5.85 times to 4.58 times.

      * The Proposal will also enable the Renong Group to
realize a gain on disposal of RM54 million on its investments in
UEM.

Further details of the rationale and effects of the Proposal
will be set out in a Circular to Shareholders to be dispatched
in due course.

Utilization Of Proceeds

   The proceeds of RM1,394,079,777 from the Proposal will be
utilized entirely for the partial redemption of the Renong SPV
Bond.

Financial Effects

   Share Capital and Substantial Shareholders' Shareholding

      The Proposal will not have any effect on the issued and
paid-up share capital of Renong and the shareholding of its
substantial shareholders.

   Earnings

      The Proposal will result in a gain on disposal of
approximately RM54 million at group level.

      The Proposal is expected to result in lower earnings for
the year ending 30 June 2002 due to the loss of contribution
from UEM. However, this will be mitigated by the gain on
disposal and savings in financial charges arising from the
partial redemption of the Renong SPV Bond.

   NTA

      The Proposal is expected to increase the proforma NTA of
Renong Group from 54 sen per share based on the audited
consolidated accounts of Renong as at 30 June 2000 to 63 sen.

   Approvals Required

      The Proposal is subject to approvals being obtained by
Renong from the following:

         (i) Shareholders of Renong at an EGM to be convened;
and

         (ii) Securities Commission.

Save as disclosed below, none of the Directors, substantial
shareholders of Renong and persons connected with the Directors
and/or substantial shareholders have any interest, direct or
indirect, in the Proposal.

Tan Sri Radin Soenarno Al-Haj and Dato' Dr Ramli Mohamad, being
common Directors of Renong and UEM, have abstained from
deliberation in the Board meetings of Renong in respect of the
Proposal.

Tan Sri Dato' Seri Halim Saad (TSHS), a Director of Renong, was
a Director of UEM within the preceding twelve (12) months prior
to the Notice being served to the Board of Directors of UEM.

Additionally, in view of his liability to UEM in respect of the
720,959,000 ordinary shares of RM0.50 each in Renong pursuant to
the put option exercised by UEM, TSHS has accordingly abstained
from deliberation in the Board meetings of Renong in respect of
the Proposal.

The Directors, having taken into consideration all aspects of
the Proposal and based on the advice of the professional
advisers, are of the opinion that the Proposal is fair and
reasonable and is in the best interest of the Company and its
shareholders.

Alliance Merchant Bank Berhad has been appointed as the Adviser
to Renong for the Proposal.

Barring unforeseen circumstances, the submission to the Security
Commission will be made within one (1) month from this
announcement.


RENONG BERHAD: Extends RM4M In Advances To Unit
-----------------------------------------------
Renong Berhad announces that it is providing Renong Overseas
Corporation Sdn Bhd (ROC) with an advance of up to RM4 million.
The advance shall be utilized as working capital.

ROC, a company incorporated in Malaysia, is a 93.33 percent
owned subsidiary of Renong Berhad.

The other shareholders of ROC include United Engineers
(Malaysia) Berhad, Kinta Kellas Public Limited Company, Cement
Industries of Malaysia Berhad and TIME Engineering Berhad.

ROC is principally an investment holding company whose
activities include the provision of reimbursable support
services to the Renong Group of Companies in respect of overseas
project and management fees received from related company.

The advance is not subject to any approvals.

Pursuant to the above shareholdings in ROC, the advance is
deemed to be a related party transaction.

Renong is a project procurement and management and strategic
investment company spearheading 13 companies listed on KLSE and
a network of more than 100 established operations.

The Renong Group's business activities span five core sectors:
telecommunications and multimedia expressways, property
development, transportation and construction and engineering.

Among the Group's infrastructure achievements are the North-
South Expressway, National Sports Complex, Malaysia-Singapore
Second Crossing, North-South Expressway Central Link, KLIA in
Sepang, Kuala Lumpur's LRT System 2 and Malaysia's fibre-optic
telecommunications network.


S&P FOOD: EGM To Decide On Proposed Scheme Of Arrangement
---------------------------------------------------------
S&P Food Industries (Malaysia) Berhad will hold an Extraordinary
General Meeting at Renaissance Palm Garden Hotel, Function Room
Putra 1, IOI Resort, 62502 Putrajaya on 28 August 2001 at 10.30
a.m. or immediately following the conclusion or adjournment (as
the case may be) of the Court Convened Meeting, whichever is
later. The Court Convened Meeting will be held at 10:00 a.m. on
the same day and in the same venue.  The meeting is scheduled
for the purpose of considering and, if thought fit, passing the
following resolutions:

SPECIAL RESOLUTION - PROPOSED CAPITAL REDUCTION

   "THAT, subject to the approval of the Proposed Scheme of
Arrangement, sanction of the High Court of Malaya, approval-in-
principle of the Kuala Lumpur Stock Exchange for the admission
to the Official List, listing of and quotation for the new
ordinary shares of RM1.00 each in Cepatwawasan Group Berhad
("CGB") to be issued pursuant to the Proposed Scheme of
Arrangement as set out in the Notice of Court Convened Meeting
dated 6 August 2001 and the passing of Ordinary Resolutions 1
and 3, approval be and is hereby given to the Directors of the
Company to implement the following:

      (a) a capital reduction whereby the issued and paid-up
share capital of the Company of RM16,100,000 comprising
16,100,000 ordinary shares of RM1.00 each be reduced to
RM8,050,000 comprising 16,100,000 ordinary shares of RM0.50 each
("Proposed Capital Reduction") and thereafter, consolidation of
the 16,100,000 ordinary shares of RM0.50 each in such manner
that every two (2) ordinary shares of RM0.50 each shall
constitute one (1) ordinary share of RM1.00 each, upon which the
sum of RM1.00 shall be credited as having been fully paid-up,
thereby consolidating the 16,100,000 ordinary shares of RM0.50
each into 8,050,000 ordinary shares of RM1.00 each and that
fractions of a share arising from the Proposed Capital Reduction
will be dealt with by the Directors of SPF as they may deem fit;

      (b) the credit of RM8,050,000 in the share capital account
of SPF arising from the Proposed Capital Reduction shall be set-
off against the Company's accumulated losses; and

      (c) to take all steps to enter into agreements, deeds,
arrangements, indemnities and guarantees as they may deem
necessary or expedient to give effect to the Proposed Capital
Reduction with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may
be required by any relevant authorities and to deal with all
matters relating thereto and to take all steps and do all acts
and things in any manner as they may deem necessary or expedient
in connection with the Proposed Capital Reduction."

ORDINARY RESOLUTION 1 - PROPOSED DEBT RESTRUCTURING

   "THAT, subject to the approval of the Proposed Scheme of
Arrangement, approval-in-principle of the Kuala Lumpur Stock
Exchange for the admission to the Official List, listing of and
quotation for the new CGB ordinary shares of RM1.00 each to be
issued upon conversion of the five (5)-year four percent (4%)
irredeemable convertible unsecured loan stocks ("ICULS") to be
issued hereunder and the passing of the Special Resolution and
Ordinary Resolution 3, approval be and is hereby given to the
Directors of CGB and/or Directors of SPF if required, to:

      (a) allot and issue RM25,422,000 nominal value of ICULS at
100% of its nominal value to certain identified financial
institutions on the basis of RM1.00 nominal value of ICULS for
every RM1.00 debt outstanding as at 30 September 2000 but
subject to such exclusions or arrangements as the Directors of
CGB and/or SPF may deem necessary or expedient to deal with any
legal or practical problems under the laws of Malaysia;

      (b) to utilize RM9,354,035 of the proceeds from the
Proposed Shareholders' Advance and Proposed Disposal (as defined
hereunder) to partly settle the total debt owing to the
identified financial institutions of RM34,776,035 as at 30
September 2000;

      (c) allot and issue up to 25,422,000 new CGB ordinary
shares of RM1.00 each pursuant to the conversion of the ICULS,
and that the aforementioned new CGB ordinary shares shall, upon
issue and allotment, rank pari passu in all respects with the
then existing CGB ordinary shares, save and except that they
shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date (namely the
date as at the close of business on which shareholders must be
registered in order to be entitled to any dividends, rights,
allotments and/or other distributions) of which is prior to the
date of allotment of the new CGB ordinary shares;

      (d) fix the conversion price of each ICULS at RM1.00 for
every one (1) CGB ordinary share of RM1.00 each;

      (e) enter into the Debt Restructuring Agreement dated 22
December 2000 (DRA) between SPF, the identified financial
institutions and Datuk Lo Fui Ming executed in connection with
and for the furtherance of the Proposed Debt Restructuring and
the DRA be and is hereby ratified and adopted; and

      (f) to take all steps to enter into agreements, deeds,
arrangements, indemnities and guarantees as they may deem
necessary or expedient to give effect to the Proposed Debt
Restructuring with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may
be required by any relevant authorities and to deal with all
matters relating thereto and to take all steps and do all acts
and things in any manner as they may deem necessary or expedient
in connection with the Proposed Debt Restructuring.

ORDINARY RESOLUTION 2 - PROPOSED CLAIM SETTLEMENT

   "THAT, subject to the approval-in-principle of the Kuala
Lumpur Stock Exchange for the admission to the Official List,
listing of and quotation for the new CGB ordinary shares of
RM1.00 each to be issued upon conversion of the ICULS to be
issued hereunder and the passing of Ordinary Resolution 3,
approval be and is hereby given to the Directors of CGB and/or
Directors of SPF if required to:

      (a) allot and issue RM1,200,000 nominal value of ICULS at
100% of its nominal value to SJ Securities Sdn. Bhd. ("SJ Sec")
on the basis of RM1.00 nominal value of ICULS for every RM1.00
claimed by SJ Sec pursuant to a summons filed but subject to
such exclusions or arrangements as the Directors of CGB and/or
Directors of SPF if required, may deem necessary or expedient to
deal with any legal or practical problems under the laws of
Malaysia;

      (b) allot and issue up to 1,200,000 new CGB ordinary
shares of RM1.00 each pursuant to the conversion of the ICULS,
and that the aforementioned new CGB ordinary shares shall, upon
issue and allotment, rank pari passu in all respects with the
then existing CGB ordinary shares, save and except that they
shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date (namely the
date as at the close of business on which shareholders must be
registered in order to be entitled to any dividends, rights,
allotments and/or other distributions) of which is prior to the
date of allotment of the new CGB ordinary shares;

      (c) fix the conversion price of each ICULS at RM1.00 for
every one (1) CGB ordinary share of RM1.00 each;

      (d) enter into the Settlement Agreement dated 26 December
2000 ("SA") between SPF, SJ Sec and Datuk Lo Fui Ming executed
in connection with the Proposed Claim Settlement and the SA be
and is hereby ratified and adopted; and

      (e) to take all steps to enter into agreements, deeds,
arrangements, indemnities and guarantees as they may deem
necessary or expedient to give effect to the Proposed Claim
Settlement with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may
be required by any relevant authorities and to deal with all
matters relating thereto and to take all steps and do all acts
and things in any manner as they may deem necessary or expedient
in connection with the Proposed Claim Settlement."

ORDINARY RESOLUTION 3 - PROPOSED ACQUISITIONS

   "THAT, subject to the approval of the Proposed Scheme of
Arrangement, approval-in-principle of the Kuala Lumpur Stock
Exchange for the admission to the Official List, listing of and
quotation for the new CGB ordinary shares of RM1.00 each to be
issued hereunder and the passing of the Special Resolution and
Ordinary Resolution 1, approval be and is hereby given to the
Directors of CGB and/or Directors of SPF if required, to
implement the following:

      (a) the acquisition by CGB from Datuk Lo Fui Ming and Ho
Hee Chung, of 1,000,000 ordinary shares of RM1.00 each in
Cepatwawasan Sdn. Bhd., representing the entire equity interest
therein, for a purchase consideration of RM56,912,176, to be
satisfied by the issuance of 56,912,176 new CGB ordinary shares
of RM1.00 each;

      (b) the acquisition by CGB from Ouh Mee Lan, Tan Kum Peng
and Seh Kew @ Ouh Seh Kew, of 250,000 ordinary shares of RM1.00
each in Syarikat Melabau Sdn. Bhd., representing the entire
equity interest therein, for a purchase consideration of
RM25,359,791, to be satisfied by the issuance of 25,359,791 new
CGB ordinary shares of RM1.00 each;

      (c) the acquisition by CGB from Anthony John Wong and Wong
Tet Jung @ Aquinas, of 1,080,000 ordinary shares of RM1.00 each
in Wong Tet-Jung Plantations Sdn. Bhd., representing the entire
equity interest therein, for a purchase consideration of
RM7,524,623, to be satisfied by the issuance of 7,524,623 new
CGB ordinary shares of RM1.00 each;

      (d) the acquisition by CGB from Datuk Lo Fui Ming, Ho Hee
Chung and Lo Ken Hin, of 250,000 ordinary shares of RM1.00 each
in Razijaya Sdn. Bhd., representing the entire equity interest
therein, for a purchase consideration of RM9,021,267, to be
satisfied by the issuance of 9,021,267 new CGB ordinary shares
of RM1.00 each;

      (e) the acquisition by CGB from Greenfingers Sdn. Bhd.,
Seah Tee Lean, Aqthal-Jasmeg Cashcrop Enterprise Sdn. Bhd., Li
Nai Kwong, Eric Law Yau Ming, Lim Chee Leong and Ho Khin Fong @
Henry, of 4,900,000 ordinary shares of RM1.00 each in Prolific
Yield Sdn. Bhd., representing forty-nine per centum (49.0%)
equity interest therein, for a purchase consideration of
RM16,837,380, to be satisfied by the issuance of 16,837,380 new
CGB ordinary shares of RM1.00 each;

      (f) the acquisition by CGB from Wong Kiam Kong and Leong
Choi Yuk, of 100,000 ordinary shares of RM1.00 in Sri Likas
Mewah Sdn. Bhd. ("Sri Likas"), representing the entire equity
interest therein, for a purchase consideration of RM8,281,188,
to be satisfied by the issuance of 8,281,188 new CGB ordinary
shares of RM1.00 each;

      (g) the acquisition by CGB from Tsen Thau Tet, Datin
Elizabeth Golingi @ Elizabeth A. Paterson, Wong Kim Choy and Foo
Kon Chen, of 470,000 ordinary shares of RM1.00 each in Kovusak
Sdn. Bhd., representing the entire equity interest therein, for
a purchase consideration of RM3,654,503, to be satisfied by the
issuance of 3,654,503 new CGB ordinary shares of RM1.00 each;

      (h) the acquisition by CGB from Datuk Lo Fui Ming, Ho Hee
Chung, Lim Ted Hing and Seah Sen Onn, of 100 ordinary shares of
RM1.00 each in Minelink Sdn. Bhd., representing ten per centum
(10.0%) equity interest therein, for a purchase consideration of
RM418,905, to be satisfied by the issuance of 418,905 new CGB
ordinary shares of RM1.00 each;

      (i) the acquisition by CGB from Datuk Lo Fui Ming, Li Nai
Kwong, Eric Law Yau Ming and Chu Hang Seng, of 375,000 ordinary
shares of RM1.00 each in Bakara Sdn. Bhd. ("Bakara"),
representing the entire equity interest therein, for a purchase
consideration of RM16,433,952 (after taking into consideration
the proposed acquisitions and proposed sublease of oil palm
estates by Bakara, the details of which are set out in Section
3.5.9 of the Explanatory Statement and Circular to shareholders
of the Company dated 6 August 2001), to be satisfied by the
issuance of 16,433,952 new CGB ordinary shares of RM1.00 each;

     (j) the acquisition by CGB from Chong Yun Chau and Ngeo
Shuk Chu, of 2 ordinary shares of RM1.00 each in Unival
Enterprise Sdn. Bhd., representing the entire equity interest
therein, for a purchase consideration of RM2,932,867, to be
satisfied by the issuance of 2,932,867 new CGB ordinary shares
of RM1.00 each;

     (k) the acquisition by CGB from Datuk Lo Fui Ming, Ho Hee
Chung and Lo Ken Hin, of 3 ordinary shares of RM1.00 each in
Sungguh Mulia Sdn. Bhd., representing the entire equity interest
therein, for a purchase consideration of RM1,073,263, to be
satisfied by the issuance of 1,073,263 new CGB ordinary shares
of RM1.00 each;

     (l) the acquisition by CGB from Suwaya binti Buang, Ouh Kim
Fah and Chan Wai Chun, of 750,000 ordinary shares of RM1.00 each
in Suara Baru Sdn. Bhd., representing twenty-five per centum
(25.0%) equity interest therein, for a purchase consideration of
RM6,546,060, to be satisfied by the issuance of 6,546,060 new
CGB ordinary shares of RM1.00 each;

      (m) the acquisition by CGB from Ouh Mee Lan, Tan Kum Peng
and Seh Kew @ Ouh Seh Kew, of 900,003 ordinary shares of RM1.00
each in Gelang Usaha Sdn. Bhd., representing twenty-five per
centum (25.0%) equity interest therein, for a purchase
consideration of RM1,214,514, to be satisfied by the issuance of
1,214,514 new CGB ordinary shares of RM1.00 each;

      (n) the acquisition by CGB from Lim Ted Hing and Seah Sen
Onn, of 30,000 ordinary shares of RM1.00 each in Libarran Island
Resort Sdn. Bhd., representing the entire equity interest
therein, for a purchase consideration of RM3,796,905, to be
satisfied by the issuance of 3,796,905 new CGB ordinary shares
of RM1.00 each;

      (o) the acquisition by CGB from Leong Choi Yuk, Chon Pit
Yuk and Wong Nyuk Yin, of 25,000 ordinary shares of RM1.00 each
in Ultisearch Trading Sdn. Bhd., representing twenty per centum
(20.0%) equity interest therein, for a purchase consideration of
RM133,799, to be satisfied by the issuance of 133,799 new CGB
ordinary shares of RM1.00 each; and

      (p) the acquisition by Sri Likas from Syarikat P.H. Lim
Sdn. Bhd. ("PHLim"), of an oil palm estate for a purchase
consideration of RM5,732,650, to be satisfied by the issuance of
5,732,650 new CGB ordinary shares of RM1.00 each.

      And upon the terms and conditions of the Sale and Purchase
Agreements between CGB and the vendors mentioned in (a) to (o)
above, all dated 23 July 2001 ("CGB Agreements"), and the Sale
and Purchase Agreements and Master Sub-Lease Agreement between
CGB, Bakara and the vendors/sublessors of the oil palm estates
to be acquired/subleased by Bakara ("Estate Agreements"), all
dated 23 July 2001 and the Sale and Purchase Agreement dated 23
July 2001 between CGB, Sri Likas and PHLim ("Sri Likas
Agreement") and that such new CGB ordinary shares to be issued
shall, upon issue and allotment, rank pari passu in all respects
with the then existing CGB ordinary shares, save and except that
they shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date (namely the
date as at the close of business on which shareholders must be
registered in order to be entitled to any dividends, rights,
allotments and/or other distributions) of which is prior to the
date of allotment of the said shares and that the CGB
Agreements, Estate Agreements and Sri Likas Agreement be and are
hereby ratified and approved and further that the Directors of
CGB and/or Directors of SPF if required, be and are hereby
authorized to take all such steps and to enter into all other
agreements, arrangements, undertakings, indemnities, transfers,
assignments and/or guarantees with any party or parties as the
Directors may deem fit, necessary, expedient and/or appropriate
in order to implement, finalize and give full effect to the said
acquisitions/sublease with full powers to assent to any
conditions, revaluations, modifications, variations and/or
amendments as may be required by any relevant authorities."

ORDINARY RESOLUTION 4 - PROPOSED SHAREHOLDERS' ADVANCE

   "THAT, subject to the passing of Ordinary Resolution 1,
approval be and is hereby given to the Directors of CGB and/or
Directors of SPF if required, to accept a total cash advance of
RM5,000,000 from certain shareholders of the companies involved
in the Proposed Acquisitions, namely Seah Tee Lean, Datuk Lo Fui
Ming, Sean Sen Onn, Ho Hee Chung, Lim Ted Hing, Ouh Mee Lan, Tan
Kum Peng and Tsen Than Tet, with no fixed term of repayment and
at an interest rate at Malayan Banking Berhad ("Maybank")'s base
lending rate ("BLR") for the first (1st) year of the advance and
subsequently at two per centum (2%) per annum above Maybank's
BLR and further that the Directors of CGB and/or Directors of
SPF if required, be and are hereby authorized to take all steps
to enter into agreements, deeds, arrangements, indemnities and
guarantees as they may deem necessary or expedient to give
effect to the Proposed Shareholders' Advance with full power to
assent to any conditions, variations, modifications and/or
amendments in any manner as may be required by any relevant
authorities and to deal with all matters relating thereto and to
take all steps and do all acts and things in any manner as they
may deem necessary or expedient in connection with the Proposed
Shareholders' Advance."

ORDINARY RESOLUTION 5 - PROPOSED CAPITALISATION OF DEBTS

   "THAT, subject to the approval-in-principle of the Kuala
Lumpur Stock Exchange for the admission to the Official List,
listing of and quotation for the new CGB ordinary shares of
RM1.00 each to be issued hereunder and the passing of Ordinary
Resolution 3, approval be and is hereby given to the Directors
of CGB and/or Directors of SPF if required, to capitalize the
amounts due to certain Directors and shareholders of the
companies involved in the Proposed Acquisitions amounting to
RM14,911,070, the details of which are as set out in Section 3.7
of the Explanatory Statement and Circular to shareholders of the
Company dated 6 August 2001 by allotting and issuing 14,911,070
new CGB ordinary shares of RM1.00 each on the basis of one (1)
new CGB ordinary share for every RM1.00 outstanding as at 30
April 2000 and that the aforementioned new ordinary shares
shall, upon issue and allotment, rank pari passu in all respects
with the then existing CGB ordinary shares, save and except that
they shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date (namely the
date as at the close of business on which shareholders must be
registered in order to be entitled to any dividends, rights,
allotments and/or other distributions) of which is prior to the
date of allotment of the new CGB ordinary shares and further
that the Directors of CGB and/or Directors of SPF if required,
be and are hereby authorized to take all such steps and to enter
into all other agreements, arrangements, undertakings,
indemnities, transfers, assignments and/or guarantees with any
party or parties as the Directors may deem fit, necessary,
expedient and/or appropriate in order to implement, finalize and
give full effect to the said capitalization with full powers to
assent to any conditions, modifications, variations and/or
amendments as may be required by any relevant authorities."

ORDINARY RESOLUTION 6 - PROPOSED DISPOSAL

   "THAT, subject to the approval of the Proposed Scheme of
Arrangement and the passing of the Special Resolution and
Ordinary Resolution 3, approval be and is hereby given to the
Directors of CGB and/or Directors of SPF if required, to dispose
off 8,050,000 ordinary shares in SPF, after completion of the
Proposed Capital Reduction and Proposed Scheme of Arrangement,
representing the entire equity interest therein, to Simfoni
Melangit Sdn. Bhd. ("Simfoni") for a cash consideration of
RM6,300,000 upon the terms and conditions of the Sale and
Purchase Agreement dated 23 July 2001 between CGB and Simfoni
("SPA") and that the SPA be and is hereby ratified and approved
and further that the Directors of CGB and/or Directors of SPF if
required, be and are hereby authorized to take all such steps
and to enter into all other agreements, arrangements,
undertakings, indemnities, transfers, assignments and/or
guarantees with any party or parties as the Directors may deem
fit, necessary, expedient and/or appropriate in order to
implement, finalize and give full effect to the said disposal
with full powers to assent to any conditions, revaluations,
modifications, variations and/or amendments as may be required
by any relevant authorities."


TAI WAH: Exchange Grants Two-Month Approvals Extension
------------------------------------------------------
Tai Wah Garments Manufacturing Berhad announces that the Kuala
Lumpur Stock Exchange (KLSE) has granted the Company a two
months extension from 23 June 2001 to 22 August 2001 to obtain
all necessary approvals from the regulatory authorities for the
implementation of our Proposed Restructuring Exercise.

Background

In 1970, the Company commenced manufacturing of knitted men's
underwear, which was exported to Singapore for resale to
countries such as the US and the UK. Tai Wah penetrated the
international market in 1982, producing under contract for
European buyers, branded apparel under the brand names Adidas,
Christian Dior, Ralph Lauren, Nike and Halmode.

Tai Wah has obtained a restraining order under Section 176 of
the Companies Act, 1965 from the High Court of Malaya for the
purpose of implementing a restructuring scheme.

The restructuring scheme, announced in November 1998, involves a
proposed capital reduction and consolidation; debt
reconstruction; rights issue with warrants; special issues to a
group of senior management/operations staff and two independent
parties of Bumiputera investors; and the disposal of non-core
assets/ subsidiaries, namely, Tai Wah Ventures Sdn Bhd, Tai Wah
Development Sdn Bhd and Tai Wah Garments International Sdn Bhd.

Subsequently, in November 2000, the Company revised its scheme
in relation to the settlement terms and conditions for both
secured and unsecured creditors pursuant to the debt
reconstruction, special issues to Tai Wah's management team, and
the management team's exemption from having to undertake
mandatory general offer after the special issues.

The scheme was submitted to the SC on 20 November 2000. At
meetings convened for Tai Wah's scheme creditors on 21 December
2000, the creditors unanimously voted for the scheme as
proposed.

The Company had on 22 February 2001 responded to queries raised
by the SC on its restructuring scheme. It is expected all
regulatory approvals will be obtained by June 2001.


TONGKAH HOLDINGS: Interest Payment On Bonds To Expire Aug 29
------------------------------------------------------------
Tongkah Holdings Berhad announces the second interest payment on
RM275,980,363 nominal value of 5 years 1 percent-2 percent
Redeemable Convertible Secured Bonds B 1999/2004 (RCSB-B) for
the period from 30 August 2000 to 29 August 2001 will expire on
29 August 2001.

In this regard, the Company advises the following:

   1) The Company's securities will be traded and quoted [Ex-
Interest] as from:  21 August 2001

   2) The last date of lodgment: 23 August 2001

   3) Date Payable: 29 August 2001

Background

The Tongkah Group's activities presently comprise manufacturing,
financial services and healthcare support services. Under
manufacturing, the Group supplies quality stonework for property
development projects.

The Company also holds 49 percent interest in Sharp-Roxy
Appliances Corporation which caters to consumer electronic MNCs.
Financial services cover stockbroking through Kestrel
Securities. Through Pantai Holdings, the Group is involved in
healthcare services.

On 21 April 1999, the Group proposed to undertake a debt
restructuring exercise involving issues of loan stocks and bonds
to its lenders and bondholders.

The proposal, which was approved by the shareholders and the SC
on 25 May 1999 and 5 July 1999 respectively, also entails the
disposal of the Group's several assets over a period of five
years.

Among those divested include 33 percent in THB Industries Bhd,
100 percent in Tongkah Properties and 1.5 million shares in
Pantai Holdings Bhd (PHB).

To comply with regulatory changes in the stockbroking industry,
the Company had on 30 June 2000 entered into an agreement with
Avenue Assets Bhd (AAB) and MGI Securities Sdn Bhd to dispose
off its entire 75 percent interest in Kestrel Securities.

The disposal will provide an alternative strategy for the Group
to maintain its investment in this industry, via cross
shareholdings in AAB by the Company and PHB.

In addition, on 14 December 2000, the Company agreed to sell its
entire 51 percent interest in Tongkah Electronics Sdn Bhd (TESB)
to Measurex Corporation Bhd (MCB).

Tongkah subsequently entered into a supplemental agreement with
MCB on 13 March 2001 to reduce the purchase consideration from
RM3m to TM1.00, after taking into account the lower value of
TESB's NTA as at 31 December 2000.

Also in December, the Group proposed to acquire Le Premiere Sdn
Bhd which will enable it to participate in land development
projects in Johor Bahru and diversify its earnings base into
property development.

Furthermore, its subsidiary Tongkah Moulding Technologies (TMT)
is currently in discussion with interested parties in relation
to the proposed revival of the National Waste Management program
in Malaysia, which will see TMT becoming a key player in
providing the necessary equipment.


TRANS CAPITAL: Appoints Receiver, Manager To Unit
-------------------------------------------------
Trans Capital Holding Berhad on 1 August 2001 announced the
appointment of Receiver and Manager on some of the properties of
Trans Capital Sdn. Bhd., a wholly owned subsidiary of the
Company.

Background

On 3 October 2000, the Company obtained the SC's approval for
its debt restructuring exercise with its financial institution
creditors and, capital raising exercise via rights issue.

The core activity of the Group is the provision of electronic
contract manufacturing services such as printed and flex circuit
board assembly, and total box-built products for the computer,
telecommunications and electronic products. The bulk of these
services and complete end-products, such as removable hard disk
drive and related products, are marketed to MNCs in Malaysia and
overseas, notably to the US, Europe and Asia Pacific.

A significant portion of its raw materials such as integrated
circuits, components, flexible circuits, are sourced from more
than 400 Malaysian and overseas suppliers. Manufacturing
activities are based at Bandar Seberang Jaya, Prai, Penang.
Current annual production capacity and production output are
approximately (i) 2.4 million pieces and 2.1 million pieces of
printed circuit assemblies for computers respectively; (ii) 2
million pieces and 1.72 million pieces of flex circuit
assemblies for computers respectively; and (iii) 3.5 million
pieces and 2.4 million pieces of printed and flex circuit
assemblies for telecommunication and electrical products
respectively.

Annual production capacity and production output amounts to
500,000 pieces and 450,000 pieces for assembly of complete end-
products respectively. Current annual production capacity of
hard disk drive and removable cartridge are 1.44 million and 0.5
million respectively.

Subsidiary, Trans Capital (TCSB) had on 24 November 2000,
entered into an MOU with Optics Storage Pte Ltd (OSPL), Edwin
Long and Chew Juan, shareholder of OSPL and Ashburton Minerals
Ltd (AML) for the subscription of OSPL shares. These shares will
subsequently be converted to AMC shares at a deemed issue price
of AU$0.10. This agreement is pursuant to the proposed listing
of OSPL on the Australian Stock Exchange, of which as a
condition precedent, OSPL has to retire its outstanding debt
with major creditors, i.e. TCSB.

The principal activities of OSPL and its subsidiaries are
research and development, manufacture and sale of optical
storage devices for the computer and electronics industry and
distribution of computer peripherals.

In relation to this move, the Company stated:

   1) At present, there is no significant deviation from the
financial condition of the TCHB Group. Further announcements, if
appropriate will be made by the Board after consultation with
Bank Utama Malaysia Berhad ("BUMB") and the Receiver and
Manager.

   2) Details of the properties of TCSB on which the Receiver
and Manager was appointed are as follows:

   3) The date on which the net book value of the affected
properties in RM110 million is 30 June 2001.

   4) The immediate step which will be taken is to work with the
Receiver and Manager on a new comprehensive Restructuring
Scheme.


TRANS CAPITAL: Categorized As Affected Issuer
---------------------------------------------
In relation to the status of its Proposed Debt Restructuring and
Proposed Rights Issue, Trans Capital Holding Berhad announced,
inter-alia, the following:

   * TCHB is an affected listed issuer under the Practice Note;

   * TCHB had on 30 August 1999, 23 May 2000, 26 June 2000 and 3
October 2000 announced to the KLSE a proposed debt restructuring
and proposed rights issue ("Proposals") as its plan to
regularize the financial condition of the Company and its
subsidiaries; and

   * The Company has to-date received the approvals of the
Securities Commission ("SC"), Foreign Investment Committee,
Ministry of International Trade and Industry, and Bank Negara
Malaysia in relation to the Proposals.

Pursuant to a requirement of the Practice Note for TCHB to make
monthly announcements to the KLSE on the status of the
Proposals, the Board of Directors of TCHB hereby wishes to
inform the KLSE that as of today, TCHB has yet to seek the
approvals from the following:

   (a) the shareholders of TCHB at an extraordinary general
meeting ("EGM") to be convened;

   (b) the SC, for registration of the Abridged Prospectus and
the related forms;

   (c) the KLSE, for the listing of and quotation for new TCHB
shares to be issued pursuant to the Proposals; and

   (d) the Registrar of Companies, for registration of the
Abridged Prospectus and the related forms.

The Company is still in the midst of clearing the draft EGM
circular relating to the Proposals with the KLSE and SC,
subsequent to which, the said EGM circular would be dispatched
to the shareholders of TCHB in due course.


UH DOVE: Debt Workout Pending SC Approval
-----------------------------------------
With regard to the Proposed Rescue cum Debt Restructuring Scheme
of UH Dove Holdings Berhad, the Company announced that it has
submitted a plan to regularize its financial condition to the
Securities Commission (SC), the Foreign Investment Committee
(FIC) and the Ministry of International Trade and Industry on 28
February 2001.

The Company is still awaiting approvals from the SC and the
relevant authorities.

In addition, the Company has submitted an application for an
extension of three (3) months, i.e. until 27 September 2001 to
the Kuala Lumpur Stock Exchange for the Company to obtain all
necessary approvals for the Proposals in accordance with
Paragraph 4.1(c) and Paragraph 5.1(c) of the Practice Note
4/2001.

    Extension of Time Granted by the Exchange

The Board of Directors of the Company wishes to announce that
the Exchange has via its approval letter dated 2 August 2001
granted an extension of two (2) months from 28 June 2001 to 27
August 2001 to enable the Company to obtain all necessary
approvals from the regulatory authorities.


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


UNIWIDE GROUP: Asks SEC To Scrap Bid To Halt Rehab Exercises
------------------------------------------------------------
The interim receiver of debt-ridden Uniwide Group of Companies
is urging the Securities and Exchange Commission (SEC) to ignore
the creditors' motion for termination of rehabilitation
proceedings, The Business World reported yesterday.

Uniwide Group said the motion lacked merit.

Land Bank of the Philippines, one of the creditor banks that
filed the motion with the SEC, was quoted as saying, "Since
(prospective French investor Casino Guichard Perrachon) pulled
out of talks of investing in Uniwide, no other investor has
expressed interest to infuse capital in the debt-ridden company.
In the absence of an investor, the goal set out in the
rehabilitation plan may no longer be achieved."

However, Uniwide argued, "The Commission should balance the
interest of both the secured creditors, who are over-
collaterized and the unsecured creditors, who will not have any
recourse if the proceedings in this case is terminated."

According to the newspaper, the Uniwide group sank into
liquidity crisis resulting from the economic crunch. It incurred
unsettled dfebts amounting to P11.1 billion, as of June.

The group filed for suspension of debt payments and
rehabilitation with the SEC last June 26.


URBAN BANK: Elects New Set Of Board Of Directors
------------------------------------------------
Further to Circular for Brokers No. 1984-2001 dated 1 August
2001, in connection with the results of the Special
Stockholders' Meeting of Urban Bank, Inc. (URB) held on 31 July
2001, the Philippine Deposit Insurance Corporation (PDIC), Urban
Bank's Receiver, announced a new set of Board of Directors was
elected during the meeting.

The following are the elected members:

1. Sergio R. Ortiz-Luis, Jr. - Chairman
2. Reynaldo G. David - Vice Chairman
3. Benjamin P. Castillo - President and CEO
4. Donald G. Dee - Director
5. Alfredo M. Yao - Director
6. Paterno H. Dizon - Director
7. Roberto S. Guevara - Director
8. Hermenegildo C. Zayco - Director
9. David Ng Tai Chiu - Director
10. Bobby Cheng Sai Chong - Director
11. Edna D. Reyes - Director
12. Pauline C. Tan - Director
13. Jeffrey S. Yao - Director
14. Dionisio E. Carpio, Jr. - Director
15. Victor N. Te - Director

Shareholders of Urban Bank Tuesday last week approved the
rehabilitation plan for the bank, which would call for the
merger with its investment house Urbancorp Investments Inc and
Export and Industry Bank (Exportbank).

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.

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
=================


I-ONE.NET: Sells Shares In eTown
--------------------------------
The Board of Directors of i-One.Net International Ltd revealed
the Company has disposed of its entire investment of 1,000
ordinary shares of S$4,000/- each, which constitutes 40 percent
of the capital of eTown Pte Ltd to Intellicircle Group Limited,
a company incorporated in the British Virgin Islands, for a
total consideration of S$15,000.

This is in line with the exit from the Internet kiosk business,
which was announced on 26 April 2001. In this business
restructuring, a one-time provision of S$21 million was made,
which included the above investment.

As company has fully provided for this investment, the disposal
is not expected to have any material impact on the net tangible
assets and earnings per share of the Company.

None of the Directors or substantial shareholders of the Company
has any direct or indirect interest in the said disposal.

In exiting the kiosk business, the Group had decided that it is
necessary to make an estimated one-time charge of S$21.0 million
to its profit and loss accounts for the financial year ending 31
July 2001. This comprises of S$5.9 million for provision for
loss of i-One related assets, S$10.5 million for provision for
internet related debts and incubation projects, and S$4.6
million for unamortized past i-One developmental costs.

The Group expects to incur a loss for second half of the current
financial year, though on a much smaller scale than the first
half. Overall, the Group will incur a loss for the financial
year ending July 31, 2001.

Through this restructuring, the Group will now re-focus its
business plans on its proven time sensitive financial printing
business. This 15 year-old business has been providing the Group
with good cash flow and has been recording a steady average 10-
15 percent revenue growth annually. It is a regional leader in
this niche with customers from all leading international and
local securities firms.

Going forward, this growth will be complemented by its new setup
in Shenzhen, China where the company has just started a new
financial printing operation focusing on one-stop pre-press
services ranging from translation, creative design, layout,
printing and delivery. The Board believes that this market has
potential as Shenzhen houses some 50 securities firms and with
500 firms listed on the Shenzhen Stock Exchange.

In addition, the market for financial printing is expected to
grow further when Shenzhen Stock Exchange introduces a
technology board. To
provide further focus for the Chinese market, the Group has also
closed its Suzhou operations and consolidated it into the
Shenzhen outfit.

Apart from exiting the kiosks business, the Group has already
started a process of cost cutting and manpower reduction from
372 on July 31, 2000 to 295 today. Further reductions are
expected by July 31, 2001.

This will result in manpower and operational cost savings of up
to S$10 million per year. With aggressive cost cutting and
focusing on cash flow positive business, barring unforeseen
circumstances, the Board believes that these measures will allow
the Group to return to profitability in the next 12-18 months.

i-One.Net International Limited posted an operating loss of
S$31.480 million for the half-year period ended January 31,
2000, as opposed to the operating profit of S$2.151 million of
the previous period in the same year. The current figure was
made on turnover of S$11.798 million, as opposed to S$19.259
million for the preceding period.

Compared to the first half year of FY00, turnover for the Group
decreased by 38.9 percent or S$7.5 million from S$19.3 million
to S$11.8 million. The decrease was mainly due to an extremely
weak demand for our services in Electronic Media sector as a
result of the collapse of the Internet bubble.


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


THAI DURABLE: Sells Shares To Bangkok Bank
------------------------------------------
Thai Durable Textile Public Company Limited said the company
disposed of shares on 26 July 2001 to Bangkok Bank Public
Company Limited, whose registered office is at 333 Silom Road,
Bangrak, Bangkok 10500 (Tel. 230-1222, 230-1679).

This shares disposal is part of the Company's Debt Restructuring
Agreement entered into by Thai Durable and Bangkok Bank Public
(BBL), which was later approved on July 9 by the company's
shareholders at the Extraordinary General Meeting.

According to the Debt Restructuring Agreement dated 27th
December, 2000 and the Amendment to Debt Restructuring Agreement
dated 24th May, 2001 entered into between Thai Durable Textile
Public Company Limited and Bangkok Bank Public Company Limited
(BBL) for the purpose of restructuring of the Company's debt
owed to BBL by way of conversion of debt into equity, the
Company and BBL agreed that the unpaid interest of the principal
owed by the Company to BBL shall be partly converted into the
Company's shares.

The remaining unpaid interest shall be deducted in accordance
with the terms and conditions of the Debt Restructuring
Agreements.

The conversion of the unpaid interest will require the Company
to issue and allocate 30,051,000 new ordinary shares to BBL at
the offering price of not less than Bt1.00.

After the subscription of new ordinary shares by BBL, BBL will
hold the Company's shares equivalent to 10 percent of the then
total issued shares.

In addition, the Company is currently in the process of
preparing a rehabilitation plan, assisted by its financial
advisor, and will then provide it for the consideration the
shareholders' meetings.

If the rehabilitation plan is approved by the shareholders then
the rehabilitation plan shall be submitted to the Stock Exchange
of Thailand to enable the Company's shares to be traded in the
Stock Exchange of Thailand.


THAI GERMAN: Reorganization Petition Filed In Bankruptcy Court
--------------------------------------------------------------
The Business Reorganization Petition of Thai German Products
Public Company Limited (the Debtor), which is engaged in the
sale and production of stainless pipe and other stainless
products was filed with the Central Bankruptcy Court:

     Black Case Number Phor. 9/2542

     Red Case Number Phor. 11/2542

Petitioner: Siam City Bank Public Company Limited

          :Thai German Products Public Company Limited: The
Debtor

Planner: Siam City M.B. Company Limited

       : PLV and Associates Company Limited

Debts Owed to the Petitioning Creditor: Bt10,253,879,654.00

Date of Court Acceptance of the Petition: August 4,1999

Court Order for Business Reorganization and Appointment of
Planner: September 7, 1999

The Court issued an order accepting the reorganization plan: May
18, 2000 and appointed P L V and associates CO.LTD to be a plan
administrator

Contact: Mr. Songthom or Ms. Patharee, Tel 6792514


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

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