/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010914.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Friday, September 14, 2001, Vol. 4, No. 180 Headlines * A U S T R A L I A * ANSETT AUSTRALIA: Qantas Not to Proceed Acquisition ANSETT AUSTRALIA: PwC Appointed as Voluntary Administrators HIH: Court Rules Seized Papers Won't Be Returned JOYCE CORPORATION: Enters Deed of Company Arrangement PASMINCO LIMITED: Posts Preliminary Unaudited 2001 Results * C H I N A & H O N G K O N G * FOURSEAS.COM: Appoints Dao Heng to Provide Trading Services GARLIN ENTERPRISES: Winding Up Sought by Freudenberg & Vilene GENERAL (INTERNATIONAL): Winding Up Petition Pending KIN DON: Capital Reorganization Effective On September 11 PACIFIC CENTURY: Last Day of European Call Warrants Dealings PROFIT EXTEND: Winding Up Petition to Be Heard PROSPER ALLIED: Petition to Wind Up SIVA INTERNATIONAL: Winding Up Petition Set For Hearing * I N D O N E S I A * BANK CENTRAL: Govt. OKs 51% Stake Sale BANK CENTRAL: IBRA to Get 25% If Govt Sells 51% Stake SEMEN GRESIK: Govt. Discusses Spin-Off Of Units * J A P A N * Fitch Postpones Conference Call on Japanese Banks Problems * K O R E A * DAEWOO MOTOR: GM Takeover Bid Talks Making Progress DAEWOO ENGINEERING: Sells Laos Power Plant Stake HYNIX SEMICONDUCTOR: Bailout Plan to Lower Debt Ratio HYNIX SEMICONDUCTOR: To Sell Off Stake in Maxtor Corp. HYUNDAI SECURITIES: Holds Meeting to Finalize AIG Terms HYUNDAI SECURITIES: Sale to AIG Not Affected by Terror Attacks KOREA DEVELOPMENT: Enjoys Profit Due to Debt Exemption SAEHAN CORPORATION: Huvis to Acquire Fiber Unit SAMSUNG ELECTRONICS: Talks Still Underway For Toshiba Takeover Korea Development Bank Buys Bonds From Troubled Companies * M A L A Y S I A * ABRAR CORPORATION: Submits Progress Report on Workout Proposal ARTWRIGHT HOLDINGS: KLSE Grants Time Extension on Debt Scheme HAI MING: No Update on Corporate Debt Restructuring ISUTA HOLDINGS: SC Confirms Proposal to Expire on 9 March 2002 LANDMARKS BERHAD: Unit Proposes Issuance of RM185,000,000 Bonds TA ENTERPRISE: Unit Signs New Debt Restructuring Agreement TAJO BERHAD: Posts Defaulted Payments TALAM CORP: SC Approves Unit's Issuance of Debt Securities WIJAYA BARU: Seeks SC Clarification on Acquisition * P H I L I P P I N E S * BAYAN TELECOMMUNICATIONS: Needs to Reduce Staff, Up Salary COSMOS BOTTLING: Sale to SMC May Drag a Week PHILIPPINE AIRLINES: Loses P40M Daily With US Tragedy * S I N G A P O R E * BRIERLY INVESTMENTS: Agrees on Equity Injection, Credit Facility BRIERLY INVESTMENTS: Expects Loss After US$163.1M Writedown QALA PTE: Units Under Administration, Liquidation * T H A I L A N D * ITALIAN-THAI: Wins Bt1.03B Contract SRIVARA REAL: Business Reorganization Petition Filed in Court RATTANA REAL: Submits 2000 Financial Statement to SET SAHAMITR PRESSURE: Delisting Rehab Plan Presentation on Sept. 21 ================= A U S T R A L I A ================= ANSETT AUSTRALIA: Qantas Not to Proceed Acquisition --------------------------------------------------- Air New Zealand confirmed that it has been formally notified by Qantas Wednesday afternoon that it does not propose to proceed with the acquisition of the Ansett Group of Companies. Air New Zealand is further able to confirm that a proposal has been made to the Australian Government seeking support for Ansett while an attempt is made to restructure Ansett's operations as a value based airline. ANSETT AUSTRALIA: AIZ Makes New Proposal To Govt ------------------------------------------------ The Acting Chairman of Air New Zealand (AIZ) Dr Jim Farmer, has issued the following statement: "Wednesday afternoon, Qantas Airways advised that it would not proceed with the purchase of Ansett. "Air New Zealand immediately submitted a new proposal to the Australian Government to continue Ansett airline operations in a restructured form. "The proposal was made in a letter delivered to the Acting Prime Minister of Australia, Mr John Anderson, this afternoon. "It asked the Australian Government to provide underwriting to enable Air New Zealand to maintain Ansett operations for an agreed period while an attempt is made to restructure the airline. "The proposal involved restructuring the existing Ansett airline companies into a value-based airline with a similar cost base to Virgin Blue but with much broader network coverage, nationally and regionally, across Australia. "We've just been advised that the Australian Government does not favor this proposal - and we are now discussing with them a further option which has become available during the day. "During the day we have received expressions of interest in Ansett from other potential purchasers. We are now seeking Australian Government underwriting to pursue those prospects with urgency. "The situation is obviously changing very rapidly - and we will be making further announcements as soon as we have any developments to report." ANSETT AUSTRALIA: PwC Appointed as Voluntary Administrators ----------------------------------------------------------- The Acting Chairman of Air New Zealand Dr Jim Farmer, issued Wednesday the following Statement: "Ansett Holdings Limited and a number of its subsidiary business, including airlines, have resolved to move into voluntary administration to enable continued operation while new expressions of interest in purchasing Ansett received Wednesday are pursued. "Gregory Hall, Peter Hedge, and Allan Watson of PricewaterhouseCoopers (PwC) have been appointed as the voluntary administrators to take control of Ansett." HIH: Court Rules Seized Papers Won't Be Returned ------------------------------------------------ The Federal Court has knocked back attempts of the failed insurance HIH's former senior executives to returned the documents seized during raids on their homes and associated properties, ABC News Online reported Thursday. "Warrants used by the Australian Securities and Investment Commission (ASIC) on June 26, 2001 were invalid and ASIC had no right to use the material taken," Former Chief Executive Ray Williams and Director Rodney Adler said. ASIC took the documents as part of its inquiry into the collapse of HIH. Justice Peter Hely has ruled that Mr Williams and Mr Adler failed to make good their claim that the search warrants for documents connected with HIH were invalid and improperly used. However, he ruled that ASIC return documents taken by one of its investigators about Mr William's personal finances as it was outside the scope of the search warrants. JOYCE CORPORATION: Enters Deed of Company Arrangement ----------------------------------------------------- Joyce Corporation Limited advised that following the approval given at the meeting of the Company's creditors held on 15 August 2001, the Company has entered into a Deed of Company Arrangement. As a consequence the formal administration of the Company (under joint administrators Ross Norgard and Bryan Hughes) ceased on 5 September 2001. Messrs Norgard and Hughes have a continuing role as administrators of the Deed and as trustees of the creditors' Trust Fund. Under the terms of the Deed, the Company is required to obtain by 31 October 2001 finance which, in the opinion of the Administrators and Trustees of the Deed, is satisfactory for the purposes of the Deed. Subject to the provision of finance, the Deed provides that creditors are to receive 100 cents in the dollar - 50 cents following the receipt of finance and a final payment of 50 cents on 31 March 2002. The Deed contemplates the retirement of the Receivers and Managers on or before 31 October 2001. PASMINCO LIMITED: Posts Preliminary Unaudited 2001 Results ---------------------------------------------------------- Pasminco Limited recorded a loss after tax of $716 million for the year ended 30 June 2001. Before significant one-off items, this represents an operating loss after tax of $81 million, consistent with forecasts made by the company in recent announcements. This result reflected both the impact of depressed global commodity prices and the company's out of the money currency hedging positions. Half on half the loss after tax was broadly in line despite a deterioration of $62 million due to lower metal prices. This in part reflects the impact of the Business Improvement Program commenced in January 2001. Lower metal prices reduced earnings by $208 million, but even so, had it not been for the adverse impact of currency hedges (- $130 million) the Company would have been roughly break even before significant items. Higher production and sales volumes (+$122 million) reflected the successful ramp up of the Company's Century mine, but this was partly offset by higher costs (-$39 million). Unit costs were contained as a result of the Company's business improvement program which is on track to deliver the targeted $100 million annual rate of operating profit improvement by the end of calendar year 2001. On 20 July the company announced a major restructuring plan to deal with the current financial difficulties. The plan would see the company divest its Australian mining assets and convert into an international smelting business. In preparing the annual accounts Directors have incorporated the implications of this restructuring initiative on the balance sheet. The result has been one off writedowns of $635 million. The major provisions taken, on an after tax basis, are as follows: * Mining and smelting assets $148 million * Business systems $45 million * Goodwill $38 million * Currency options $217 million * Restructuring $29 million * Carried forward tax losses $158 million Commenting on the results and the forward outlook for Pasminco, Chief Executive Greig Gailey said, "These provisions are clearly substantial however they are effectively a recognition of the reality of our current financial position, a reality which the market has already recognized. As such I believe that they are both prudent and appropriate. Pasminco's balance sheet now provides a suitable base from which the Company can move forward. However, to do so we clearly require the support of our lenders." "The Company continues to have this support and continuing access to an overdraft facility. We are working toward a 6 month Standstill Agreement with financiers that will ensure the Company's ability to continue as a going concern. This is expected to be in place by 20 September. It is expected that audited annual accounts and the Directors' declaration will be signed and released by 21 September following finalization of the proposed Standstill Agreement with our financiers. By the end of October we expect to have a clearer view of the asset sales program and the resultant viability of the smelting only business. The Company and its lenders are working together to fully assess the options available to address Pasminco's difficulties. In the absence of significant asset sales some long term arrangement with the Company's lenders would be required," he said. MARKET OUTLOOK Weakening metals demand in the major consuming regions of the world have led to lower metal prices over recent months. The London Metal Exchange (LME) zinc price reached a 13 year low of US$805 per tonne during the past week and inventory levels have been rising over the course of the year. The LME lead price has been somewhat less affected because inventories have remained relatively tight, despite weakening market conditions. Looking forward, prices are not expected to pick up until there is clear evidence that global economic growth and industrial production have recovered from the present trough. DIVIDEND The Directors have not declared a final dividend. ================================ C H I N A & H O N G K O N G ================================ FOURSEAS.COM: Appoints Dao Heng to Provide Trading Services ---------------------------------------------------------- Fourseas.com Limited announced that in order to alleviate the difficulties of trading in odd lots of New Shares as a result of the Share Consolidation, the Company has appointed Dao Heng Securities to provide matching services to Shareholders who wish to dispose of or top up their odd lots of the New Shares to board lots of 5,000, at their own cost, during the period from Thursday, 13th September, 2001 to Monday, 8th October, 2001. Shareholders who wish to take advantage of this facility may through their broker contact Ms. Priscilla Cheung at Dao Heng Securities at 12/F., The Center, 99 Queen's Road Central, Hong Kong (Tel: 2218 2910) during such period. Holders of the New Shares in odd lots should note that successful matching of the sale and purchase of odd lots of the New Shares is not guaranteed. Shareholders are recommended to consult their own professional advisers if they are in any doubt about the facility described above. GARLIN ENTERPRISES: Winding Up Sought by Freudenberg & Vilene ------------------------------------------------------------- Freudenberg & Vilene International Limited is seeking the winding up of Garlin Enterprises Limited. The petition was filed on August 22, 2001 and will be heard before the High Court of Hong Kong on December 12, 2001 at 9:30 am. Freudenberg & Vilene holds it registered office at 8th Floor, Prince's Building, 10 Chater Road, Central, Hong Kong. GENERAL (INTERNATIONAL): Winding Up Petition Pending ---------------------------------------------------- General (International) Oceanic Environmental Engineering Consultants Company Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on October 3, 2001. The petition was filed on July 13, 2001 by Hua Chiao Commercial Bank Limited, Hong Kong Branch, whose principal place of business is situated at 88-98 Des Voeux Road Central, Hong Kong. KIN DON: Capital Reorganization Effective On September 11 ---------------------------------------------------------- The Directors of Kin Don Holdings Limited are Marble King International Limited announced that the Capital Reorganization has become effective on Tuesday, 11 September 2001. The Company announced on 29 August 2001 regarding the Restructuring Proposal (collectively the Announcements) that the Capital Reorganization has become effective on Tuesday, 11 September 2001 and to set out the results of the EGM. The Directors are also pleased to announce that at the EGM held Wednesday, all the resolutions were duly passed unanimously and in particular, the resolutions approving the Subscription Agreement, the Compromise Agreements, the Whitewash Waiver, the Creeper Authorization and the Rights Issue were duly passed as ordinary resolutions by the Independent Shareholders holding 54,160,000 Ordinary Shares attended at the EGM in person or by proxy voting by poll. Completion of the Subscription Agreement and the Compromise Agreements is expected to take place on Friday, 14 September 2001. A prospectus containing further information and the expected timetable regarding the Rights Issue, together with copies of the provisional allotment letter and the form of application for excess Rights Shares, is expected to be dispatched to the Shareholders on Friday, 21 September 2001. Furthermore, the Directors regret to announce that Mr. Au Tung Chi and Mr. Wei Cheng Wen have resigned as executive Directors with effect from 12 September 2001. The Directors would like to express their thanks to the above Directors for their past contribution to the Company. PACIFIC CENTURY: Last Day of European Call Warrants Dealings ------------------------------------------------------------ Pacific Century CyberWorks Limited advised market participants to note that dealings in the 2001 European Style Cash Settled Call Warrants relating to existing issued ordinary shares of HK$0.05 each of the Company issued by Goldman Sachs International (stock code: 2250) will cease after the close of business on Monday, 17/September/2001 and listing of which will be withdrawn after the close of business on Friday, 21/September/2001. PROFIT EXTEND: Winding Up Petition to Be Heard ---------------------------------------------- The petition to wind up Profit Extend Holdings Limited is scheduled for hearing before the High Court of Hong Kong on December 12, 2001 at 10:00 am. The petition was filed with the court on August 22, 2001 by The China State Bank Limited, a banking corporation duly incorporated in The People's Republic of China and having a branch office at China State Bank Building, 39-41 Des Voeux Road Central, Hong Kong. PROSPER ALLIED: Petition to Wind Up ----------------------------------- The petition to wind up Prosper Allied Development Limited is set for hearing before the High Court of Hong Kong on September 19, 2001 at 9:30 am. Bank of China, Hong Kong Branch, whose principal place of business is situated at Bankof China Tower, No. 1 Garden Road, Hong Kong, filed the petition with the court on June 29, 2001. SIVA INTERNATIONAL: Winding Up Petition Set For Hearing ------------------------------------------------------- The petition to wind up Siva International Limited is scheduled to be heard before the High Court of Hong Kong on October 17, 2001 at 9:30 am. The petition was filed with the court on July 20, 2001 by Chan Chi Chuan of Flat H, 9/F., Block 3, Grandeur Garde, Tai Wai, New Territories, Leung Yuet Nui of Flat 3211, Ching Hong House, Tsz Ching Estte, Kowloon and Ying Siu Wan of Flat G, 12/F., Block 8, Tsuen King Garden, Tsuen Wan, New Territories, Hong Kong. ================= I N D O N E S I A ================= BANK CENTRAL: Govt. OKs 51% Stake Sale -------------------------------------- Indonesia's parliament approved the government's plan to sell a 51 percent stake in PT Bank Central Asia to a foreign partner by the end of this year, Asian Wall Street Journal reported Thursday citing Head of the Parliament's Financial Affairs Committee Benny Pasaribu. The sale is one of the country's major commitments with the International Monetary Fund (IMF). Earlier this week, IMF began re-lending to Indonesia after a nine-month suspension to its program largely due to failure to sell the nationalized bank. Parliament was opposed the sale on the grounds that the government should not sell assets cheaply to foreigners but IMF persisted on the sale to make the government's finances more sustainable. More than $50 billion has been spent since the 1997 Asian financial crisis in bailing out the crippled banking system but unfortunately has failed to recover much cash from sales of banking assets. BANK CENTRAL: IBRA to Get 25% If Govt Sells 51% Stake ----------------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) is expected to have 25% premium from PT Bank Central Asia shares if the parliament agrees to divest 51% of the government shares in the bank, which will in turn raise an income of Rp5.2 trillion, Bisnis Indonesia reports Thursday. IBRA Chairman Putu Ary Suta said this was the best moment to divest BCA shares. The value of BCA could reach Rp1,425/share, if the parliament approves the divestment, it would add the premium by 25% so the price can be expected at Rp1.750/share. He added the two bidders indicated they wish to have significant influence on the bank. "They want to come in and control BCA, but if only 30% is divested, the value is pressured to only around Rp800-Rp1,000," he said. On the alleged manipulation in BCA shares trading, Chairman of the capital market regulatory board (Bapepam) Herwidayatmo said he has inspected 60 securities companies. "The investigation will be completed by the end the month," Herwid said. SEMEN GRESIK: Govt. Discusses Spin-Off Of Units ----------------------------------------------- The Coordinating Ministry of Economics Affairs Thursday discussed on how to expedite spin-off plan of PT Semen Padang and PT Semen Tonasa from PT Semen Gresik Tbk, Bisnis Indonesia reports Thursday. "The meeting is aimed at gathering inputs regarding the spin-off plan," Dipo Alam, coordination deputy on industry, trade and the empowerment of small-medium businesses of the Coordinating Ministry of Economics Affairs, said. The meeting began at 10.00 Thursday, attended by 10 related parties which include Director General of State Enterprises Empowerment of the Finance Ministry, Director General of Chemistry Industry, Agro and Forestry Products of the Industry and Trade Department, Deputy on Law and Regulation of the Cabinet Secretariat, President Director of PT Semen Gresik, President Director of PT Semen Tonasa, and President Director of PT Semen Padang and etc. President Megawati Soekarnoputri's had asked the Minister of the State Enterprises Laksamana Sukardi to immediately process the spin-off process of Semen Padang and Semen Tonasa from Semen Gresik. Mega said she could understand the West Sumatran's strong will to spin off Semen Padang. That's why the President asked for the spin-off process to be accelerated. 'All layers of the Sumatran people wish to see the spin-off process to be realized before 26 September 2001 because the deadline to the government's put option with Cemex SA de CV is on 26 October 2001. The government will announce whether or not to take the put option a month in advance or exactly on 26 September 2001," Anwar Syamsuddin, member of the West Sumatran legislative said ========= J A P A N ========= Fitch Postpones Conference Call On Japanese Banks Problems ---------------------------------------------------------- Fitch, the international rating agency, postponed Wednesday's conference call on the continuing asset quality problems faced by Japanese banks. The teleconference will be rescheduled and a press release will be issued stating the date, telephone numbers and access codes. Contact: Suzette Josif, Capital Markets, London, +44 (0) 20 7417 4234 ========= K O R E A ========= DAEWOO MOTOR: GM Takeover Bid Talks Making Progress --------------------------------------------------- President and CEO of General Motors Richard Wagoner said that talks on takeover of ailing company Daewoo Motor is still pending, despite reports that the U.S. automaker had given up its bid, Korea Herald reported on September 13, 2001. "There has been progress ever since GM presented a letter of intent for the acquisition of the Korean Company late last May," Wagoner said on a press meeting at the Frankfurt Motor Show. Although not setting a specific time frame, Wagoner vowed to conclude talks with Daewoo creditors and the Korean Government as soon as possible, but indicating nonetheless that it is still an open issue. DAEWOO ENGINEERING: Sells Laos Power Plant Stake ------------------------------------------------ The Asian Wall Street Journal reported that Daewoo Engineering & Construction Co sold its entire 60% stake in a Hydro power plant project in Laos to Belgelectric Finance B.V. of the Netherlands for $30 million, as well as its receivables from the power plant project to Belgium's Tractebel S.A. for $98.7 million. Houay Ho Power Co., built through a build, operate and transfer (BOT) scheme upon the initiative of Daewoo, is also partly owned by Laos's state-run electricity company which holds a 20% stake. Daewoo will receive funds for the sale of its stake by the end of November. HYNIX SEMICONDUCTOR: Bailout Plan to Lower Debt Ratio ----------------------------------------------------- Creditors of Hynix Semicon say that should a W6 trillion debt rescheduling program be put in place, the troubled company's debt-to-equity ratio could drop to 135% at the end of this year, Korea Times reports Thursday. Moreover, if 500 billion in fresh loans are granted to the said company for it to make facility investments, the debt-to-equity ratio would further drop to 124.6%. According to a creditor bank official, if the bailout package is indeed extended as planned, Hynix could secure a W610 billion liquidity for the remainder of the year, raise W109 billion liquidity for next year and W1.43 trillion in 2003. The same official says that Korea Development should determine the amount of new loans it would assume under the rescue package in close consultation with Korea Exchange Bank, Hynix's main creditor, and Hanvit Bank, the three banks now having a combined exposure of more than W1.5 trillion. The bailout package calls for a debt-to-equity swap of W3 trillion, the extension of W500 billion in fresh loans and the rollover of existing debts. HYNIX SEMICONDUCTOR: To Sell Off Stake in Maxtor Corp. ------------------------------------------------------ Following recent approval from the US Securities and Exchange Commission, Hynix Semiconductor Inc. is expected to sell its entire 17 percent stake in U.S.-based manufacturer of hard disk drives, Maxtor Corp, Korea Times reports Thursday. Hynix's stake in listed U.S. Nasdaq Maxtor is to be sold to foreign institutional investors by the end of this week and is expected to bring Hynix about W200 billion, according to an official of a Hynix creditor bank. If eventually Hynix does in fact obtain W200 billion from the sale, its asset sales so far this year would reach W1.27 trillion, exceeding the company's self-help target for the whole year, which was set at W1 trillion. HYUNDAI SECURITIES: Holds Meeting to Finalize AIG Terms ------------------------------------------------------- After meeting informally September 8, 2001, Hyundai Securities' board of directors met again on September 13, 2001, this time officially to finalize the new investment terms demanded by U.S. insurance company American International Group Inc. (AIG) and W.L. Ross & Co, Asian Wall Street Journal reported Wednesday. The informal meeting on Saturday led the directors to a tentative agreement on lowering the price of its preferred shares, equivalent to a third of the company, to be sold to the U.S. companies at W7,000 a share, from originally, W8,940. The agreement may pave the way for the investment by the U.S. companies of W1.1 trillion to Hyundai Group's 3 financial affiliates: W400 billion - for a controlling stake in Hyundai Securities W600 billion - for a 55% stake in Hyundai Investment Trust & Securities W100 billion - for a 29% stake in Hyundai Investment Trust Management Co. The two parties are expected to sign the final contract of investment by the end of October. HYUNDAI SECURITIES: Sale to AIG Not Affected by Terror Attacks -------------------------------------------------------------- The terrorist attacks are not likely to affect the sale of Hyundai Investment Trust and Securities (HITS) to a U.S. consortium led by insurance company American International Group (AIG), Korea Herald reports Thursday citing an anonymous government official. According to observers AIG might suffer a liquidity shortage as a direct consequence of the terrorist attacks, eventually forcing it to delay the acquisition of HITS. But the government official expressed optimism, saying that only AIG's insurance operation could be affected by the attacks, and that the unit taking over HITS is AIG's investment operation. According to him, AIG isn't the only investor, it is simply a member of a consortium. KOREA DEVELOPMENT: Enjoys Profit Due to Debt Exemption ------------------------------------------------------ Korea Development Leasing has enjoyed a special profit of W155,184,759,132 due to reduction of debt, Asian Assets Direct News reported on September 12, 2001. The company's paid-in capital for the previous fiscal year was W127,613,615,000, which is equivalent to 121% of the capital. An early payment made by the company amounted to W336,403,540,173 or 53.86% of the debt from the creditor. The company also had the benefit of being exempted W155,184,759,132 won of debt. SAEHAN CORPORATION: Huvis to Acquire Fiber Unit ----------------------------------------------- Saehan Corporation's chemical fiber operations, which is currently undergoing a debt-workout program, is being eyed by Huvis, a joint venture set up by Samyang Corporation and SK Chemical, Korea Herald reports Thursday. Huvis President Cho Min-ho expressed its intention to Saehan's main creditor Korea Development Bank(KDB). "However, if another company takes interest in Saehan, and has better takeover terms, then he's willing to step aside, " Cho said. Huvis, set up only November of last year, will seek to list its shares on the Korea Stock Exchange by 2004. The firm targets W511.1 billion in sales and W33 billion in ordinary profits this year. SAMSUNG ELECTRONICS: Talks Still Underway For Toshiba Takeover -------------------------------------------------------------- Contrary to the earlier reports, Samsung Electronics President Lee Yoo-woo says that talks are still underway on the company's possible takeover of Toshiba's memory chip operations, Korea Herald reports Thursday. Although no conclusions have been agreed upon, Lee, in a statement made during the SEDEX Korea 2001 exhibit, expressed that the matter is being reviewed thoroughly. He further added that making a final decision on the matter would take time, but finds the Toshiba offer attractive nonetheless. Korea Development Bank Buys Bonds From Troubled Companies --------------------------------------------------------- Korea Development Bank announced that it would buy W262.6 billion in bonds, issued by three debt-ridden companies, namely Hyundai Merchant Marine Co, Hyundai Engineering & Construction Co and Ssangyong Cement Co to help them refinance their maturing bonds, Asian Wall Street Journal reported on September 11, 2001. The amount already comprises 80 percent of the W328.3 billion in bonds the three companies will issue in October to pay for their maturing bonds. This is all part of the state-run bank's buyout program wherein it undertakes to underwrite new bonds equivalent to 80% of the amount of maturing bonds of selected troubled companies at the state's choosing. Selected companies are required to settle the payment of the remaining 20% of their remaining bonds themselves. =============== M A L A Y S I A =============== ABRAR CORPORATION: Submits Progress Report on Workout Proposal ---------------------------------------------------------- Abrar Corporation (Special Administrators Appointed)(ACB or the Company) announced that the Kuala Lumpur Stock Exchange (Exchange) had via its letter dated 3 September 2001 (the Notice), notified the Company that based on the Company's audited annual accounts for the financial year ended 31st March 2001, the Company has an insignificant businesses or operations. The Company is therefore an Affected Listed Issuer pursuant to paragraph 2.1 of PN 10. The Company must therefore comply with the provisions and requirements of PN 10. DETERMINATION OF ADEQUACY OF LEVEL OF OPERATIONS PN 10, which came into effect on 1 July 2001, states that a listed issuer must maintain a level of operations which, in the opinion of the Exchange, is adequate to warrant continued trading and/or listing on the Official List as set out under paragraph 8.16 of the Listing Requirements issued by the Exchange. The following are some of the circumstances, the occurrence of any one of which, may lead the Exchange to determine a listed issuer as having inadequate level of operations pursuant to paragraph 8.16 of the Listing Requirements: (a) Where the assets of the listed issuer on a consolidated basis consist of 70% or more of cash and/or short term investments. (b) The listed issuer has suspended or ceased: (i) all of its business or its major business; or (ii) its entire or major operations, for any reasons whatsoever including, amongst others, due to or as a result of: (aa) the cancellation, loss or non-renewal of a licence, concession or such other rights necessary to conduct its business activities; (bb) the disposal of the listed issuer's business or major business; or (cc) a court order or judgment obtained against the listed issuer prohibiting the listed issuer from conducting its major operations on grounds of infringement of copyright of products, etc. For the purpose of this paragraph, "major" means such proportion that contributes or generates 70% or more of the listed issuer's revenue on a consolidated basis based on its latest annual audited accounts; or (c) the listed issuer has an insignificant business or operations. For the purpose of this paragraph, "insignificant business or operations" means business or operations which generates revenue on a consolidated basis that represents 5% or less of the issued and paid-up capital (excluding any redeemable preference shares) of the listed issuer based on its latest annual audited accounts. In view of the above, the Company is an Affected Listed Issuer pursuant to paragraph 2.1 of PN 10 and is required to comply with the provisions and requirements of PN 10. OBLIGATIONS OF THE AFFECTED LISTED ISSUER The Company, being Affected Listed Issuer, must comply with the following obligations as set out in PN 10: (a) Provide such information as prescribed in paragraph 5.1 of PN 10; (b) Comply with the obligations set out in paragraph 6.1 of PN 10 within the time frames stipulated therein; and (c) Do such other acts or things as may be required by the Exchange. DISCLOSURE OBLIGATIONS OF THE AFFECTED LISTED ISSUER An Affected Listed Issuer must comply with the following disclosure requirements. An Affected Listed Issuer must: a) within seven (7) market days from the Notice announce the following to the Exchange (Initial Announcement): (i) that the Company has inadequate level of operations and details relating on the same; (ii) the obligations of the Company pursuant to PN 10; (iii) the consequences of non-compliance with the aforesaid obligations; and (iv) the status of the Company's proposal, if any, to ensure an adequate level of operations or the status of its endeavors/steps to formulate such a proposal, whichever is applicable, or where neither a proposal nor any endeavor to formulate such a proposal has been undertaken, an appropriate negative statement to such effect; b) announce the status of the Company's proposal to ensure an adequate level of operations simultaneously with its quarterly report pursuant to paragraph 9.22 of the Listing Requirements and in any event not later than two (2) months after the end of each quarter of a financial year until further notice from the Exchange; and c) announce its compliance or non-compliance with a particular obligation imposed pursuant to PN 10, as and when such obligation becomes due. OBLIGATION TO ENSURE ADEQUATE LEVEL OF OPERATIONS Except as otherwise prescribed by the Exchange, an Affected Listed Issuer must comply with the following obligations within the timeframes stipulated hereunder: (a) The Company must within nine (9) months from the date of the Initial Announcement make an announcement to the Exchange of a detailed proposal, the implementation of which will enable the Company to ensure a level of operations that is adequate to warrant continued trading and/or listing on the Official List. This announcement must fulfill the requirements set out in paragraph 6.3 of PN 10 (the Requisite Announcement). (b) The Company which has announced a detailed proposal to ensure adequate level of operations must submit the same to the relevant authorities for approval within two (2) months from the date of the Requisite Announcement or the date of the Initial Announcement (where the detailed proposal was made on or before the effective date of PN 10; and (c) The Company which has submitted the detailed proposal to the relevant authorities, in accordance with paragraph (b) above, must obtain all approvals necessary for the implementation of such detailed proposal within four (4) months from the date of submission of such detailed proposal for approval. CONSEQUENCES OF NON-COMPLIANCE WITH THE OBLIGATIONS OF PN 10 If the Company fails to comply with any of the obligations imposed on it by the Exchange pursuant to PN 10, the Exchange may de-list the Company. Note: The Company's shares are already suspended from trading. PRACTICE NOTE NO. 4/2001 (PN 4) OF THE EXCHANGE The Company also wishes to confirm that it is an Affected Listed Issuer pursuant to PN 4 and had complied with the required disclosure requirements and obligations. Accordingly, the requirements and obligations set out in PN 4 would prevail. The Company is therefore required to strictly comply with the provisions of PN 4, particularly the time frame prescribed therein for the regularization of the Company's financial condition. STATUS OF THE COMPANY'S PLANS FOR THE REGULARISATION OF ITS FINANCIAL CONDITION On 27 June 2001, the Special Administrators (SAs) of the Company, for and on behalf of the Company, entered into a Memorandum of Understanding (MoU) with Asia Pacific Land Berhad (APLand) and certain subsidiaries / sub-subsidiaries of APLand, to regulate and record basic understanding of the key areas of agreement pending finalization and approval of the Company's corporate debt restructuring exercise (the Workout Proposal). On 13 August 2001, the Company had by its letter to the Exchange set out the details of progress as to the Company's plans to regularize its financial conditions whilst appealing to the Exchange for an extension of time for the Company to comply with the requirements of paragraph 5.1 of PN 4. On 3 September 2001, the Exchange granted the Company with an extension of time of two (2) months until 22 October 2001 for the Company to announce its Requisite Annoucement (as defined in PN 4) to the Exchange for public release. On 11 September 2001, the Company submitted its 1st Progress Report to the Exchange on the developments that took place between 13 August 2001 and 11 September 2001 in respect of the Company's Workout Proposal. The submission of the 1st Progress Report by the Company to the Exchange was pursuant to the Exchange's letter dated 3 September 2001. ACTACORP HOLDINGS: Court Orders Unit To Wind-Up ----------------------------------------------- The Board of Actacorp Holdings Berhad announced that the Kuala Lumpur High Court has made an order for the winding-up of Teknik Cekap Sdn Bhd (TCSB) pursuant to the provision of the Companies Act 1965. TCSB is a wholly owned subsidiary of the Company. Under the Winding-up Order, the Official Receiver of the States of Malaya has been appointed as Provisional Liquidator of TCSB. ARTWRIGHT HOLDINGS: KLSE Grants Time Extension on Debt Scheme ------------------------------------------------------------- Alliance Merchant Bank Berhad (formerly known as Amanah Merchant Bank Berhad), on behalf of the Board of Directors of Artwright Holdings Berhad (AHB), announced that the Kuala Lumpur Stock Exchange has vide its letter dated 10 September 2001 approved an extension of time of two (2) months to 21 October 2001 to enable AHB to obtain all the necessary approvals from the regulatory authorities. Reference is made to the announcements in relation to the following: (i) the Proposed Strategic Alliance, which was made on 5 June 2001 and 12 June 2001; (ii) the Revised Proposed Debt Restructuring, which was made on 17 August 2001; and (iii) the applications to all the relevant authorities in relation to the aforementioned proposals, which was made on 21 August 2001. HAI MING: No Update on Corporate Debt Restructuring --------------------------------------------------- Hai Ming Holdings Berhad's (the Company) announced that there is no material development in the Company & the Group's businesses and affairs not previously disclosed; that to the knowledge of the Company, there is no impending change in the major shareholders and that to the knowledge of the Company, there is no other reason to account for the unusual market action. The Company also declared that none of the situations/events listed in the Kuala Lumpur Stock Exchange query letter contributed to the unusual market activities in the Company's shares. The Company is also not aware of any rumor or report (whether true or false) which contains information which has or likely to have an effect on the trading of the Company's securities. The Company informed KLSE that the status remains unchanged. The current situation is as before; the Company is actively negotiating with its bank lenders with the assistance of the Corporate Debt Restructuring Committee of Bank Negara Malaysia, to restructure the existing debts of the Group. The Company is in the midst of negotiations to dispose of the Group's investment in China. However, the Company is unable to disclose any information at this point in time. Nevertheless, upon conclusion of its negotiations, the Company will make an appropriate announcement in due course. ISUTA HOLDINGS: SC Confirms Proposal to Expire on 9 March 2002 -------------------------------------------------------------- Isuta Holdings Berhad announced that it has been confirmed with the Securities Commission (SC) that the expiry date of the approval of the SC for IHB to implement the Proposals is March 9, 2002, and not September 10, 2001 as announced on July 16, 2001. The Proposal involves the following: * Proposed Debt Restructuring * Proposed Acquisition Of New Businesses * Proposed Disposal Of Existing Subsidiaries * Proposed Special Issue * Proposed Employees' Share Option Scheme * Proposed Increase In Authorized Share Capital; And * Proposed Change Of Name LANDMARKS BERHAD: Unit Proposes Issuance of RM185,000,000 Bonds --------------------------------------------------------------- Landmarks Berhad announced that Ikatan Perkasa Sdn Bhd (IPSB), a wholly owned subsidiary of Landmarks, proposes to issue RM185,000,000 nominal value redeemable secured serial bonds (Bonds). The Proposed Bonds Issue is part of the proposed debt restructuring exercise to be undertaken by Landmarks, which was announced on 11 June 2001. The Proposed Bonds Issue The Proposed Bonds Issue will be issued in the following series and in the form of negotiable coupon bearing bonds: Series Nominal Value Coupon Maturity (No. of years from (per annum) date of issue) 1 RM15,000,000 6.50% 2.5 years 2 RM15,000,000 6.50% 3.0 years 3 RM15,000,000 6.50% 3.5 years 4 RM15,000,000 6.50% 4.0 years 5 RM15,000,000 6.75% 4.5 years 6 RM15,000,000 6.75% 5.0 years 7 RM15,000,000 7.00% 5.5 years 8 RM15,000,000 7.00% 6.0 years 9 RM15,000,000 7.25% 6.5 years 10 RM50,000,000 7.25% 7.0 years The Bonds will have a total nominal value of RM185,000,000 and will be issued at a discount. The Bonds will carry a coupon rate as set out above and interest will be paid to the investors semi-annually in arrears. The Bonds are expected to be issued in the early part of year 2002 and will have maturity dates of between 2 � years and 7 years from the date of issue, as set out above. IPSB may at any time prior to the maturity date, purchase the Bonds by tender for cancellation from the open market. The Bond Investors shall provide IPSB with a one-time call option at the end of the 5th year from the date of issue based on a premium (to be determined at the time of issue) payable at the time the redemption is made. The lead manager shall, on a book building basis, arrange to offer for sale the Bonds to persons whom an offer or invitation to subscribe or purchase the Bonds would constitute an excluded offer or excluded invitation pursuant to Section 38 and an excluded issue pursuant to Section 39, and an issue, offer or invitation specified under Schedule 2 and Schedule 3 of the Securities Commission Act 1993. The Bonds will not be listed on any exchange. The Bonds will constitute direct, unconditional and secured obligations of IPSB ranking pari passu without any preference or priority amongst themselves. The Proposed Bonds Issue would raise funds leveraged on The Datai Hotel in Langkawi, a hotel owned by the Landmarks Group's subsidiary Teluk Datai Resorts Sdn Bhd (TDRSB), and 108,954,925 shares in Shangri-La Hotels (Malaysia) Berhad (SHMB) held by IPSB and Fokus Asas Sdn Bhd (FASB), a wholly owned subsidiary of Landmarks. Designated accounts will be set up and maintained at IPSB, TDRSB and FASB during the tenure of the Bonds to ensure the timely payment of interest on and redemption of the Bonds. Rationale for the Proposed Bonds Issue The Proposed Bonds Issue is part of the proposed debt restructuring exercise which was announced on 11 June 2001. The Proposed Bonds Issue will enable the refinancing of part of the existing borrowings of the Landmarks Group and hence allow the Landmarks Group to better match its repayments and interest obligations with its cash flows. Rating Rating Agency Malaysia Berhad has assigned an enhanced indicative long-term rating of A1(s) to the Proposed Bonds Issue. The A1(s) rating denotes an adequate safety of timely payment of interest and principal. Trustees Mayban Trustee Berhad has been appointed as the trustees for the Bonds. Financial Effects Share Capital The Proposed Bonds Issue will not have any effect on the issued and paid-up share capital of Landmarks. Shareholding Structure The Proposed Bonds Issue will not have any effect of the shareholding structure of Landmarks. Earnings The Proposed Bonds Issue is not expected to have any material impact on the earnings of the Landmarks Group for the financial year ending 31 December 2001. Net Tangible Assets (NTA) The Proposed Bonds Issue is not expected to have any material effect on the NTA of the Landmarks Group. Directors' and Substantial Shareholders' Interest Insofar as the Directors are able to ascertain and are aware, none of the Directors (or past Directors) and substantial shareholders of Landmarks and persons connected to them pursuant to Section 122A and 6A of the Companies Act, 1965 are interested in the Proposed Bonds Issue. Directors' Opinion The Directors of Landmarks, after having considered all aspects of the Proposed Bonds Issue, are of the opinion that the Proposed Bonds Issue is in the best interest of the Company and the Group. Advisers United Overseas Bank (Malaysia) Bhd has been mandated by Landmarks to arrange and lead manage the Proposed Bonds Issue. Approvals Required The Proposed Bonds Issue is conditional upon the approval of the application to the Securities Commission submitted on 3 September 2001 and any other relevant approvals (if required). TA ENTERPRISE: Unit Signs New Debt Restructuring Agreement ---------------------------------------------------------- The Board of Directors of TA Enterprise Berhad (TAE) is pleased to announce that on 8 September 2001, TA First Credit Sdn Bhd (TAFC) has signed the DRA with Idris, Newco and other lenders in respect of the Proposed Restructuring Exercise of Idris (Proposal). The DRA sets 28 February 2002 (unless extended by Idris, Newco and major lenders) as the deadline to obtain all necessary approvals for the Proposal. Other salient features of the DRA are as follows: * Upon obtaining all necessary approvals, Newco may effect payment in cash and issue instruments in favor of lenders of Idris in the manner and proportions set out in the DRA. * After receipt of their settlement, the lenders of Idris shall unconditionally discharge any mortgage, charge or pledge pursuant to their loans to Idris. * The lenders agree to a standstill period for all demands, claims, proceedings or execution from the date of the agreement until the settlement date or the termination of the agreement. TAE's wholly owned subsidiary, TAFC had on 17 August 2000, signed a debt restructuring agreement with Idris Hydraulic (Malaysia) Berhad (Idris), Idaman Unggul Sdn Bhd (Newco) and various other lenders of Idris pursuant to a proposed restructuring exercise. Under this agreement, the period prescribed to fulfill and/or secure the various conditions precedent, approvals, waivers and exemptions necessary for the implementation of the restructuring exercise was until 16 February 2001 unless extended by Newco, Idris and the major lenders. When the deadline came, the lenders agreed no extension and the agreement lapsed on 16 February 2001. Subsequently, Idris, Newco and the lenders negotiated for a new debt restructuring agreement to be signed. Proposed Settlement to TAFC Under the Proposal, TAFC, which had a loan of RM225.078 million due from Idris as at 31 December 1999, the cut off date for recognizing loans in the DRA , will receive the following cash and securities as settlement (Proposed Settlement): RM million Cash proceeds 42.020 Redeemable Unsecured Loan Stocks ("RULS") 39.256 Irredeemable Convertible Unsecured Loan Stocks (ICULS-A) 66.914 Total 148.190 As announced on 17 August 2001, TAFC has sold all its 6 million ordinary shares of RM1.00 of Prime Utilities Berhad (Prime Shares) for a cash consideration of RM36.644 million via a direct business transaction on the Kuala Lumpur Stock Exchange. TAFC will receive a total of RM184.834 million from the Proposed Settlement and sale of Prime Shares, leaving a balance of the loan amount of RM40.244 million which is waived under the Proposal. However, there will not be any adverse effect on the profit and loss account of TAE as adequate provisions had been made in an earlier financial year. The RULS will be issued by a special purpose vehicle (SPV) specifically formed to issue RULS and other redeemable loan stocks and hold investments and assets of Idris. The redemption of the RULS in cash will be guaranteed by Newco. Salient terms of the RULS are as follows: * Issue price: 100% of the nominal value of RM1.00 of the RULS * Tenure: 2 years * Coupon rate: zero * Sinking Fund: Proceeds from the disposal of investments and assets by the SPV will be placed in a sinking fund for the purpose of redeeming the RULS * Conversion rights: The RULS are non-convertible * Redemption: Unless previously purchased and cancelled, all outstanding RULS will be fully redeemed by SPV at 100% of its nominal value by the maturity date which will be supported by a corporate guarantee issued by Newco * Listing: The RULS will not be listed The ICULS-A will be issued by Newco and have the following salient features: * Issue price: 100% of the nominal value of RM1.00 of the ICULS-A * Tenure: 5 years * Coupon rate: zero * Conversion price: The ICULS-A are convertible into new Newco shares by tendering one (1) ICULS-A of RM1.00 nominal value each to the value of the conversion price. The conversion price will be fixed at RM1.00. The conversion price is subject to adjustments under certain circumstances in accordance with the provisions of the Trust Deed. * Conversion rights: Holders of ICULS-A shall have the right to convert the ICULS-A into new ordinary shares of Newco at the conversion price * Conversion period: Any day between Monday and Friday that is not a public holiday from the date of issue of the ICULS-A up to and including the maturity date * Redemption: Not redeemable. Unless previously converted, Newco will mandatorily convert all ICULS-A into new ordinary shares of Newco at the conversion price upon the expiry of the ICULS-A. * Early conversion: If at any time, the nominal amount of the ICULS-A outstanding is equivalent to or less than 10% of the issue size of the ICULS-A, Newco shall be entitled to compulsorily convert all remaining ICULS-A at the conversion price into new ordinary shares of Newco * Listing: Listing of the ICULS-A and the new ordinary shares of Newco to be issued pursuant to the conversion thereof will be sought on the KLSE Approvals required The Proposal is subject to the approval of the Securities Commission. Financial effects * The Proposed Settlement will not have any effect on the share capital of TAE. * No improvement in earnings and net tangible assets of TAE Group is expected for the current financial year ending 31 January 2002 as the Proposal is not expected to be completed by then. Cash and securities from the Proposed Settlement will be treated as recovery of loan when received by TAFC. The securities will be carried as investments in the accounts of TAE Group. Any improvement in the profits and net tangible assets of the TAE Group in future will be dependent on the market value of securities. Directors' and substantial shareholders' interests To the best of the knowledge of the Board of Directors of TAE, none of the directors, substantial shareholders of TAE and persons connected to them has any interest, direct or indirect in the Proposed Settlement. Statement by the Board of Directors of TAE The Board of Directors of TAE is of the opinion that the Proposed Settlement is in the best interest of TAE Group as the Proposed Settlement will present TAFC a good opportunity to recover a substantial part of its loan to Idris. Inspection of DRA A copy of the DRA is available for inspection at the registered office of TAE at 34th Floor, Menara TA One, 22 Jalan P Ramlee, 50250 Kuala Lumpur during weekdays from 9 am to 5 pm for a period of three (3) months from the date of this announcement. TAJO BERHAD: Posts Defaulted Payments ------------------------------------- Tajo Berhad (Tajo) provided an update on the details of all the facilities currently in default at http://www.bankrupt.com/misc/Tajo_Berhad.doc REASON FOR DEFAULT IN PAYMENT Due to the slowdown in the regional economy in general and the construction and building industry specifically following the financial crisis in late 1997, the cashflow generated from operations was not sufficient to service the interest and principal obligations to the lenders as and when they fell due. MEASURES BY THE LISTED ISSUER TO ADDRESS THE DEFAULT IN PAYMENTS As stated in our previous announcements dated 16 August 2001 and 5 July 2001, Tajo is reviewing its Proposed Scheme of Arrangement and is currently taking the necessary steps to address certain issues before submitting a more concrete and updated scheme for the Securities Commission's consideration. The deadline for Tajo to make a re-submission of its regularization plan to the relevant authorities for approval is 10 October 2001. FINANCIAL AND LEGAL IMPLICATIONS IN RESPECT OF THE DEFAULT IN PAYMENTS INCLUDING THE EXTENT OF THE LISTED ISSUER'S LIABILITY IN RESPECT OF THE OBLIGATIONS INCURRED UNDER THE AGREEMENTS FOR THE INDEBTEDNESS The estimated total outstanding as at 31 August 2001, in relation to the payments which are in default and are the subject matter of the restructuring scheme is RM200,289,475. Since Tajo is either the principal borrower or the guarantor for these loans, Tajo is liable for the full amount and any further interest and financial cost levied there or until the settlement of these debts. IN THE EVENT THE DEFAULT IS IN RESPECT OF SECURED LOAN STOCKS OR BONDS, THE LINES OF ACTION AVAILABLE TO THE GUARANTORS OR SECURITY HOLDERS AGAINST THE LISTED ISSUER Tajo's bonds were unsecured. IN THE EVENT THE DEFAULT IS IN RESPECT OF PAYMENTS UNDER A DEBENTURE, TO SPECIFY WHETHER THE DEFAULT WILL EMPOWER THE DEBENTURE HOLDER TO APPOINT A RECEIVER OR RECEIVER AND MANAGER As a debenture holder pursuant to the secured loans made by MAA to Tajo, MAA is empowered to appoint a receiver or receiver and manager. WHETHER THE DEFAULT IN PAYMENT CONSTITUTES AN EVENT OF DEFAULT UNDER A DIFFERENT AGREEMENT FOR INDEBTEDNESS (CROSS DEFAULT) AND THE DETAILS THEREOF, WHERE APPLICABLE; The facilities listed above represent all the borrowings of the Tajo Group, and as a result of the Proposed Scheme of Arrangement "have not been serviced" (interest and principal) since December 1998. As such they are all technically in default. The creditors have however refrained from serious legal action other than those which have been disclosed in our Annual Report and Circulars as well as Announcements, since they have voted unanimously in favor of the Proposed Scheme of Arrangement on 15 August 2000. TALAM CORP: SC Approves Unit's Issuance of Debt Securities ---------------------------------------------------------- Talam Corporation announced that the Securities Commission has via its letter dated 7 September 2001 approved the issuance of RM600 million Al-Bai Bithaman Ajil Islamic Debt Securities by Maxisegar Sdn Bhd, a wholly-owned subsidiary of the Company. WIJAYA BARU: Seeks SC Clarification on Acquisition -------------------------------------------------- The Board of Directors of Wijaya Baru Global Berhad (WBGB) wishes to clarify the following: * Both the acquisitions of the Pulau Indah Land and the 45% equity interest in Wijaya Baru Sdn Bhd (WBSB) (Acquisitions), which were based on agreements entered into in 1997, were completed in 1999. A Circular to Shareholders dated 22 May, 1999 and an Independent Advice Circular dated 4 June 1999 were issued to the shareholders of WBGB and the shareholders' approvals were obtained for the Acquisitions. * The purchase consideration for the Pulau Indah Land was negotiated and determined by WBGB based on the valuation performed by a firm of independence professional valuers, while the purchase consideration for the 45% equity interest in WBSB was negotiated and arrived at on a willing-buyer willing-seller basis after taking into consideration the earnings potential of WBSB based on the existing and future projects of WBSB at the time of the acquisition. * The Board (save for Dato' Seri Tiong King Sing who was deemed interested in the Acquisitions) had considered all aspects and factors surrounding the Acquisitions based on circumstances at the time of acquisitions and recommended that the shareholders of WBGB approve the Acquisitions. The Independent Advisers had also evaluated the Acquisitions and were in the opinion that (based on the circumstances surrounding at the time of their evaluation), on balance the terms of the Acquisitions were fair and reasonable, and the Acquisitions were in the long term interest of WBGB and its minority shareholders. However, the Board takes note of the SC's view on the purchase consideration for the Acquisitions. The Board will seek further clarification from the SC on the above matter and appropriate announcement will be made in due course. On 10 September 2001, Arab-Malaysian Merchant Bank Berhad on behalf of WBGB with regards to the Proposals, the Securities Commission (SC) has rejected two proposals forming part of the overall Proposed Debt Restructuring Scheme of WBGB. The two proposals are in respect of the proposed restructuring of debts owing to Kuala Dimensi Sdn Bhd and Dato' Seri Tiong King Sing for the balance of the purchase consideration of the acquisition of Pulau Indah Land and 45% equity interest in Wijaya Baru Sdn Bhd (WBSB) respectively. The SC has given their view on the purchase consideration of the Pulau Indah Land of RM747.006 million and the 45% equity interest in WBSB of RM157.5 million, both transactions which were completed in 1999. The SC has indicated that based on the SC's approved current market value and current fair market purchase price, the purchase consideration of the said Land and the 45% equity interest in WBSB should respectively be lower. ===================== P H I L I P P I N E S ===================== BAYAN TELECOMMUNICATIONS: Needs to Reduce Staff, Up Salary ---------------------------------------------------------- Bayan Telecommunications, Inc (BayanTel) should reduce its workforce by 10% and provide a one-time 15% salary hike to become more efficient and remain competitive, BusinessWorld reported on September 13, based on a business plan recommendation recently validated by international consulting firm Arthur D. Little (ADL). The financial adviser of BayanTel's 34 creditor banks, ADL, found the business plan "relatively conservative," but the telecommunications company is expected to finally present a debt restructuring proposal to the creditor banks next week, with Bank of America as its financial adviser. BayanTel has about $300 million in bank debts and has almost $500 million in obligations, including seven-year bonds worth $200-million. COSMOS BOTTLING: Sale to SMC May Drag a Week -------------------------------------------- RFM Corp said Wednesday the completion of the sale of Cosmos Bottling Corp to San Miguel Corp (SMC) may be delayed a week or more depending on the progress of due the diligence, ABS-CBN reported on September 12. RFM previously said it expected the sale to be finalized by the end of this week. "There would be progress review meetings with the SMC/Coke side to assess if they can complete the due diligence or if they would need some more time, in which case, the schedule of signing could slide a week or two more," RFM said in a disclosure to the stock exchange. PHILIPPINE AIRLINES: Loses P40M Daily With US Tragedy ----------------------------------------------------- The Philippine Airlines (PAL), along with several local firms, have been directly affected by the other day's tragedy in the United States, with PAL standing to lose between PhP40 million to PhP50 million in revenues daily with the cancellation of flights to the United States, BusinessWorld reported on September 13, which quoted PAL's president and chief operating officer Avelino L. Zapanta. PAL and other airline companies are waiting for the US Federal authorities' go-signal for the resumption of flights. "There will also be a big impact on insurance aviation. The insurance premium will go up. Probably the immediate reaction on the part of the travelers is to forego traveling in the meantime. This will affect the aviation industry," Mr. Zapanta said. "We had PR 108 which was supposed to land in Los Angeles that was diverted to Vancouver. They just landed there. The passengers were allowed to disembark and stay in a hotel," he said. ================= S I N G A P O R E ================= BRIERLY INVESTMENTS: Agrees on Equity Injection, Credit Facility ---------------------------------------------------------------- Brierley Investments Limited (BIL) yesterday reached agreement with Air New Zealand, Singapore Airlines (SIA) and the New Zealand Government on a NZ$300 million equity injection by BIL and SIA and a NZ$550 million credit facility to be provided by the New Zealand Government. This agreement follows Air New Zealand's decision to place the Ansett Group into voluntary administration and the impact of this decision on Air New Zealand's balance sheet. Under the terms of the agreement, BIL and SIA will each subscribe for NZ$150 million in new shares at the lower of NZ$0.67 per share (being the volume weighted average price of Air New Zealand's A and B shares traded on the New Zealand Stock Exchange on 7 September 2001) and the volume weighted average price of the A and B shares over the 10 trading days preceding the meeting of Air New Zealand's shareholders to approve the transactions. Based on an issue price of NZ$0.67 per share, BIL's pro forma shareholding in Air New Zealand after the share placement will be approximately 37%. A lower issue price will mean a higher shareholding. As part of the agreement, the New Zealand Government will provide Air New Zealand with a Note facility of up to NZ$550 million. Upon drawdown of this facility, Air New Zealand will issue to the Government two tranches, in equal proportions, of 7 year and 10 year subordinated notes. In addition, the Government will provide Air New Zealand with a two year revolving credit facility of up to NZ$200 million for working capital purposes. Any amounts drawn under this facility will be set off against the NZ$500 million Note facility. It is the intention of the parties that the equity injection and credit facility will provide Air New Zealand with sufficient capital and financial flexibility to maintain its operations following the decision to place the Ansett Group into voluntary administration. The agreement is conditional on various matters, including all necessary shareholder and regulatory approvals, the cessation of any further financial support to the Ansett Group, appropriate waivers and consents from Air New Zealand's creditors, and financial due diligence on the company. Under the agreement, BIL, SIA and the New Zealand Government have agreed that each of BIL and SIA will have the right to appoint three Directors to the Board out of a total of nine Directors. One each of the BIL and SIA appointees must be a New Zealand national, to be appointed after consultation with the New Zealand Government. BIL's, SIA's and the New Zealand Government's agreement will be sought on the appointment of the Chairman of the Board. The three parties are committed to working closely with one another to ensure that an appropriate level of focus is brought to bear in stabilizing Air New Zealand's financial position following the losses sustained by the Ansett Group and in maintaining the airline's strong track record and its position as New Zealand's national carrier. Greg Terry, Chief Executive Officer of BIL, said: "We believe that the solution achieved today at Air New Zealand not only ensures that Air New Zealand has a viable financial future, but also in the longer term, restores value for BIL and all our shareholders. This solution provides the opportunity for us to rebuild value, which would otherwise have been lost." FINANCIAL UPDATE As a consequence of Air New Zealand's Board decision to place Ansett in voluntary administration and to write down the carrying value of its investment in Ansett to A$1, BIL will reduce the carrying value for its associate, Air New Zealand, by approximately US$163.1 million, representing its equity accounted share of the NZ$1.321 billion charge taken by Air New Zealand. The non-cash charge to the Profit & Loss Account will be disclosed as an exceptional item in BIL's results for the financial year ended 30 June 2001 which will be announced on 27 September 2001. Following the disposal of its 28.7% interest in James Hardie Industries Limited in May of this year, it was anticipated that BIL would return to profitability in the year ended 30 June 2001. However, as a result of this significant write-off at Air New Zealand, BIL is now expected to report a loss for the year ended 30 June 2001. For Inquiries: Brierley Investments Limited Singapore Tel: +65 438 0002 Andrew Shepherd, Chief Financial Officer Email: a.shepherd@bil.com.sg New Zealand Tel: +64 (4) 9138800 Arun Amarsi, General Manager Email: a.amarsi@bil.co.nz Gavin Anderson & Company Tel: +65 339 9110 Richard Barton Email: rbarton@gavinanderson.com.sg Terence Foo Email: tfoo@gavinanderson.com.sg BRIERLY INVESTMENTS: Expects Loss After US$163.1M Writedown ----------------------------------------------------------- Brierley Investments Ltd said Thursday it expects to report a loss for the ear ended June 30 as a result of a US$163.1 million writedown of the carrying value of its investments in 30%-owned associate Air New Zealand Ltd, Dow Jones reported on September 13. The writedown resulted from Air NZ's decision to write off its entire investment in loss-making unit Ansett Australia. Brierley also confirmed its participation in a new rescue package for Air NZ unveiled earlier Thursday by the New Zealand government. Under the terms of the agreement, Brierley and SIA will each subscribe for NZ$150 million in new Air NZ shares at the lower of between NZ$0.67 per share and the volume-weighted average price of Air NZ's A and B shares over a 10-day period prior to shareholders' approval of the deal. The New Zealand government will provide Air NZ with a NZ$550 million credit facility as part of the deal. Upon drawdown of this facility, Air NZ will issue to the New Zealand government two equal tranches of 7-year and 10-year subordinated notes. The government will also provide Air NZ with a revolving credit facility of up to NZ$200 million for working capital. Brierley said it hopes the bailout package and credit facility will provide Air NZ with sufficient capital and flexibility to maintain its operations after the Ansett writeoff. Brierley also said the deal is conditional on various regulatory and shareholder approvals, the cessation of any financial support to Ansett, and consent from Air NZ's creditors. QALA PTE: Units Under Administration, Liquidation ------------------------------------------------- Qala Pte Ltd confirmed Tuesday that its Australia and Hong Kong subsidiaries have been placed under voluntary administration and liquidation, respectively, Singapore.CNET.com reported on September 11. The news came just days after the broadband and telecommunications service provider expressed confidence in closing its second round of funding, which was expected to have taken place over the weekend, Qala COO Frank Christiaens could not comment on the status of the funding, which is intended for the company's Singapore operations. Sources had earlier told Singapore.CNET.com that Qala or one of its subsidiaries could be shuttered if funds were not raised in time. Christiaens, however, confirmed that the company's Australian subsidiary was placed under voluntary administration on August 28, and that its Hong Kong unit is currently under liquidation. He declined to reveal further details, but noted that accounting firms Ernst & Young and Ferrier Hodgson were handling the administration of the Australian and Hong Kong operations, respectively. The one-year-old company, which made its commercial debut in March, employs a total of 120 staff in Singapore, Hong Kong and Australia. It claims to have approximately 400 small office home office (SOHO) and business customers in Singapore. According to Ernst&Young administrator Keiran Hutchison, Qala Australia was offered for sale on the Australian Financial Review on August 31. He could not reveal if there have been offers for the unit, but said the firm has approached both Australian and foreign buyers. If no interest is expressed, Ernst&Young will determine a course of action in its meeting with Qala's creditors on September 24, Hutchison said in a telephone interview. The creditors, he added, are made up of "a relatively small group...comprising of IT companies including consultancies, service providers and equipment manufacturers." Meanwhile, Qala Hong Kong was placed under liquidation on September 4 and is expected to meet with its creditors on September 21, said Ferrier Hodgson's Vincent Fok when contacted. He could not comment further. =============== T H A I L A N D =============== ITALIAN-THAI: Wins Bt1.03B Contract ----------------------------------- Construction company Italian-Thai Development won a Bt1.03 billion (US$23 million) piling contract Suwanaphumi International Airport, Business Day Thailand reported Thursday. Senior Executive Vice President Boonmee Pisanuwongse said that the contract brings to an end almost a year of negotiations. The company needs new orders to offset widening losses in the second quarter, and to bring in revenue that will help it pay debts. The company earlier this month filed with the Bankruptcy Court to reorganize its Bt12.9 billion debt. The airport, with the capacity of 50 million visitors a year, is to open in 2006. Delays have pushed the project's completion two years back, while a devaluation of the baht increased its cost by a fifth to Bt120 billion. SRIVARA REAL: Business Reorganization Petition Filed in Court ------------------------------------------------------------- Srivara Real Estate Group Public Company Limited's (DEBTOR), engaged in trading of real estate, Petition for Business Reorganization was filed to the Central Bankruptcy Court: Black Case Number Phor 23/2543 Red Case Number 445/2543 Petitioner: THAI STRATEGIC ASSET FUND Debts Owed to the Petitioning Creditor: Bt5,545,633,997.81 Planner: The Far-East Law Office Limited Date of Court Acceptance of the Petition: April 11, 2000 Court Order for Business Reorganization: June 19, 2000 Set date for the creditors' meeting in order to elect the planner: July 10, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Matichon Public Company Limited and Siam Rath Company Limited on 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner: in Government Gazette on August 15, 2000 Deadline for Creditors to submit Applications for Payment in Business Reorganization: September 15, 2000 Deadline to object Applications for Payment in Business Reorganization: September 29, 2000 Deadline for the Planner to submit the Business Reorganization Plan to the Official Receiver: November 15, 2000 Court issued an Order Accepting the Reorganization Plan: December 28, 2000 and Appointed Asset Recovery Company Limited to be as the Plan Administrator Announcement of Court Order for Accepting the Reorganization Plan: in Matichon Public Company Limited and Siam Rath Company Limited on January 10, 2001 Announcement of Court Order for Accepting the Reorganization Plan: in Government Gazette on February 1, 2001 Contact: Mr. Thanawat Tel 6792525 ext. 123 RATTANA REAL: Submits 2000 Financial Statement to SET ----------------------------------------------------- Rattana Real Estate Public Company Limited submitted the financial statement as of 31 December 2000 audited by the auditor to The Stock Exchange of Thailand (SET). The company wished to explain that the loss in the financial statement for 2000 results from the company has stopped constructing the project. The company record for loss from transferred assets for payment debt, loss from diminution of inventory which can be identified as follows: (1) Interest Expenses: Bt308,331,181.70 (2) Selling and Administrative Expenses: Bt2,501,942.91 (3) Loss from transferred assets for payment: Bt16,699,382.86 (4) Loss from diminution of inventory: Bt13,634,500.10 The company wished to explain that the loss increased compared to the financial statement as of December 31, 1999 due to loss from impairment of assets and investment of Bt1,236 million, loss from devaluation of inventory of Bt195 million according to appraisal price by independent appraisor. SAHAMITR PRESSURE: Delisting Rehab Plan Presentation on Sept. 21 ---------------------------------------------------------------- Sahamitr Pressure Container Public Company Limited (SMPC) informed that the date of presentation concerning the SMPC's delisting rehabilitation plan to the securities analysts will be held on September 21, 2001, from 14.00 p.m. at headquarter of the company No. 72/9 Moo 7, Bangkhuntien-Chaitalay Road, Kwang Samaedam, Khet Bangkhumtien, Bangkok. The SET's rule Bor.Jor.(Phor.) 01-00 states that the listed company and the financial advisor shall hold a presentation concerning the delisting rehabilitation plan to the securities analysts in advance not less than 7 days prior to the date of the shareholders' meeting. In relation, the SMPC has determined the date of shareholders' meeting would be held on September 28, 2001. *********** S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza, Roy Tabamo, Jerros Dolino, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. 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