/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/011009.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 Tuesday, October 9, 2001, Vol. 4, No. 197 Headlines A U S T R A L I A ANSETT: Resumes Flights to Brisbane, Perth AUSTAR: Combines Divisions In Effort To Improve Performance COLES MYER: Myer Grace Bros' Managing Director Resigns COLES MYER: Reports Lower Overall Net Profit DAVNET LIMITED: Board Appoints Judy Slatyer as Director, CEO DIGITAL NOW: Files Voluntary Chapter 11 Bankruptcy MAYNE NICKLESS: Alpharma Pays US$400M for US Pharma Business MAYNE NICKLESS: To Issue 335M Shares to FH Faulding PASMINCO LIMITED: Administrators Confirm Appointment C H I N A & H O N G K O N G CIL HOLDINGS: Requests Trading Suspension J A P A N CHUO MITSUI: In Final Talks To Integrate With Sumitomo Mitsui MYCAL CORPORATION: Stages Sales Campaign MYCAL CORP: At Least 10 More Outlets Tapped For Closure SUMITOMO LIFE: Commences Merger Talks with Mitsui Mutual K O R E A CHUO MITSUI: Finalizes Deal For Sumitomo Mitsui Takeover HYNIX SEMICONDUCTOR: To Sell China Chip Plant HYUNDAI CONSTRUCTION: Spinning Off Surveying Unit HYUNDAI GROUP: Chung Steps In To Ease Conflict HYUNDAI PETROCHEMICAL: Creditors To Vote On W2T Debt Program KOREAN AIR: To Issue W300B In Bonds SEAGAIA: Rehab Proceedings Continue SEOUL BANK: Sell Off To DBCP Breaks Down SSANGYONG CEMENT: Creditors Agree On W1.9T Rescue Fund M A L A Y S I A AMSTEEL CORP: KLSE Grants Extension Re Regularization Plan AUSTRAL AMALGAMATED: Posts Quarterly Report Ended June 30 BRIDGECON HOLDINGS: Enters Sale MoA With LSCQ, JMR CRIMSON LAND: Enters MCBF Equity SPA With Dominion Attraction MALAYSIAN RESOURCES: KLSE OKs Trading Suspension PACIFICMAS: SC Okays RM90M Utilization For Core Business RAHMAN HYDRAULIC: KLSE Reprimands, Imposes RM150,000 In Fines SISTEM TELEVISYEN: KLSE OKs Trading Suspension TECHNO ASIA: KLSE Reprimands, Imposes RM25,500 Fine UH DOVE: Unusual Market Activity Cause Unknown P H I L I P P I N E S BAYAN TELECOMMUNICATIONS: Wants Creditors To Write Off P3B Debt MAYNILAD WATER: Government Assuming PhP600 Loans METRO PACIFIC: May Sell Stake In Global City NATIONAL POWER: US$7.89M Insurance Premiums Missing RFM CORPORATION: Soft Drink Unit Experiences Record Sales S I N G A P O R E AMTEK ENGINEERING: Posts Changes In Director's Interests HONG LEONG: Posts Announcement Re Foreign Shareholdings KEPPEL CAPITAL: Announces Voluntary Takeover Offer - - - - - - - - ================= A U S T R A L I A ================= ANSETT: Resumes Flights to Brisbane, Perth ------------------------------------------ Ansett resumed services to Brisbane and Perth yesterday after a month-long stoppage. Singapore Airlines, reportedly, has re- entered negotiations for a possible rescue package for Ansett Airlines, ABC News reported October 8, 2001. Ansett's Mikala Sabin was delighted by the return and said, "The bookings have been fantastic, we've been really thrilled with the support we've had so far from Western Australia and we've got all our flights over half-full so we're thrilled with that." AUSTAR: Combines Divisions In Effort To Improve Performance ----------------------------------------------------------- Austar overhauled its organization in a bid to turn around its pay-TV business. Austar Chief Executive John Porter reasserted his operational control, by merging the company's broadband and pay-TV divisions, effectively demoting his two key executives, Sydney Morning Herald reported October 8. Austar spokesman Bruce Meagher confirmed that the restructure was an attempt to improve Austar's operating performance. "Gone are the days of everyone doing deals," Meagher said. "The focus is now on getting down to the nuts and bolts of the organization." Austar is facing a full-year loss of $390 million as slowing subscriber growth, high capital expenditure and expensive US programming costs take their toll on the company's balance sheet. Austar must renegotiate its $400 million bank loan before the end of the year if it is to avoid repaying the amount in full in the first quarter of 2002. Last week it offloaded full financial responsibility for its New Zealand pay-TV venture Telstra Saturn on to partner Telstra, which will fund the $NZ1.2 billion ($1 billion) roll-out of the broadband network in New Zealand on its own. Having rid itself of its $150 million NZ funding commitment, Austar is confident the $253 million cash it had on hand at the end of June will now be sufficient to fund the company until it breaks even in 2004. COLES MYER: Myer Grace Bros' Managing Director Resigns ------------------------------------------------------ Coles Myer Limited announced yesterday that that the managing director of Myer Grace Bros, Phil Smith, has tendered his resignation effective 31st October, 2001. Warren Flick, Chief Operating Officer of the General Merchandise and Apparel Group said, "Myer Grace Bros has been rewarded for a number of years with Phil's energy and commitment. Certainly, the development and mentoring of our future management talent has been one of Phil's most important contributions." "We appreciate and recognize these efforts and, whilst we have accepted his resignation with regret, we respect his decision and we wish him the very best in his future endeavors," Flick said. "Within the GM&A group the process of identifying high quality executives to head up Myer Grace Bros is underway," Flick added. John Fletcher, Chief Executive Officer of CML said, "Whilst a change in senior management is always difficult we will use this opportunity to ensure we have the best possible leadership in all of our businesses for the strategic roll-out of Operation Right Now." Effective from 1st November, 2001, Flick will assume the additional role of acting managing director of Myer Grace Bros and will continue to report directly to Fletcher. In the interim, Flick will work with Smith in effecting an orderly transition of responsibility. For further information: MEDIA: Greg Every 03 9829 5435 ANALYSTS: Amanda Fischer 03 9829 4521 COLES MYER: Reports Lower Overall Net Profit -------------------------------------------- Coles Myer Limited reported a significantly lower than expected overall net profit for the last financial year. The group posted a $151 million net profit following restructuring costs, asset write-offs and provisions, ABC News reported on October 8. The result nearly halves Coles Myers' $301 million net profit on the previous year. CEO John Fletcher says while the result is clearly unsatisfactory for shareholders, the future is looking brighter. He said, "There is a lot of change on the way and it's going to take some time, but I think we can confidently say the worst is behind us. And I guess today is an important day in the sense that it's the beginning of the beginning." DAVNET LIMITED: Board Appoints Judy Slatyer as Director, CEO ------------------------------------------------------------ Davnet Limited board of directors announced the appointment of Judy Slatyer as a director and the new Chief Executive Officer of DavTel, a subsidiary of the Company, in partnership with NTT Australia. Slatyer has 15 years of telecommunication industry experience, including 4 years as adviser to the Federal Minister for Transport & Communication. Over a 10-year career with Telstra, Slatyer has achieved an outstanding record as General Manager of "Cable Services," Managing Director of the "Operator Assisted Services Division," and most recently as Chief of Consumer Sales, a major area in Telstra Retail. The directors said they are confident that Slatyer is very well qualified to lead DavTel in the next exciting stage of its development. Jason Ashton, the departing CEO of DavTel will be assisting in the handover process, until the end of October 2001. For inquiries in respect of the above announcement: Mr Bill Kocass Chairman of the Board (02) 9279 4155. DIGITAL NOW: Files Voluntary Chapter 11 Bankruptcy -------------------------------------------------- Digital Now, Inc announced yesterday that on October 5, 2001, it filed a voluntary Chapter 11 bankruptcy petition. The filings were made with the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division. Digital Now will continue to pursue discussions with potential purchasers for the sale of all or part of its business and/or assets. The European subsidiaries of Digital Now, Labocontrol AG, located in Switzerland, and Digital Now Italy, Sr1, located in Italy, will continue to operate outside of this bankruptcy filing and to pursue sales of products and provision of services to their customers. In connection with the Chapter 11 filing, Digital Now also announced that effective October 5, 2001, Gary H Mueller will no longer serve as the company's President and Chief Executive Officer. Richard Gross, the company's Chief Financial Officer, will serve as the company's chief executive officer and representative of the debtor-in-possession. For more information, please call +1-703-902-0600 or visit Digital Now's website at www.digitalnow.com. MAYNE NICKLESS: Alpharma Pays US$400M for US Pharma Business ------------------------------------------------------------ Mayne Nickless Limited announced yesterday that under the terms of its agreement with Alpharma Inc for the sale of Faulding's US- based oral pharmaceuticals business, Alpharma paid Mayne US$400 million of the sale consideration. The money will be held in an escrow account until Mayne pays Faulding shareholders the offer consideration. In addition, Alpharma has provided Mayne with an irrevocable stand-by letter of credit issued by Bank of America for US$260 million. The letter of credit covers the balance of the US$660 million purchase price for the oral pharmaceuticals business and will become available to Mayne at the time of the sale to Alpharma. The sale is expected to occur in December 2001 following the reorganization of the Faulding businesses. The management agreement between Mayne and Alpharma in relation to the oral pharmaceuticals business, under which Alpharma assumes management responsibility for the business, has come into effect. Mayne Group Managing Director and Chief Executive Officer, Peter Smedley, said these events represent a significant milestone in this transaction. "Following the reorganization of Faulding, which is currently underway, the sale of the oral pharmaceuticals business to Alpharma will be completed," Smedley said. For further information contact: Media enquiries: Investor enquiries: Serena Williams Mark Rogers PUBLIC AFFAIRS MANAGER INVESTMENT RELATIONS MANAGER Phone: +613 9868 0886 +613 9868 0909 Mobile: 0411 126 455 +61411 126 455 (from outside Australia) MAYNE NICKLESS: To Issue 335M Shares to FH Faulding --------------------------------------------------- Mayne Nickless Limited will issue 335,033,651 ordinary shares on 9 October 2001 to FH Faulding & Co Limited (FHF) shareholders who accepted Mayne's takeover offer for FHF prior to 7pm on Friday, 28 September 2001. The new shares will rank equally with the current issued ordinary shares of Mayne. For inquiries: K Kee Manager, Group Secretarial Services (03) 9868 0779 PASMINCO LIMITED: Administrators Confirm Appointment ---------------------------------------------------- As previously advised in its letter to creditors dated 20 September 2001, Peter McCluskey and JM Spark confirmed their appointment as joint and several Administrators of Pasminco and all wholly-owned Australian subsidiaries on 19 September 2001 pursuant to the provisions of Section 436A the Corporations Act 2001. MEETING OF CREDITORS The Administrators confirm that the first meeting of creditors was held on 26 September 2001. At the meeting, the appointment as Administrators was ratified and a Committee of Creditors was formed for the majority of companies in the Group. The members appointed to the Committees of Creditors are: COMMITTEE MEMBER CREDITOR NAME Philip Armstrong Transferable Loans Certificate Financiers Paul Edwards Pasminco Staff Richard Emery ANZ Banking Group Limited Peter Field Deutsche Bank Richard Forbes Silver Note Holders David Fraser Westpac Banking Corporation Don Galbraith BankWest Brad Glynne Citibank Limited Anne-Claude Huber UBS Warburg Roger Johnson Societe Generale Greg McKillop National Australia Bank Limited Mathew Muldoon Commonwealth Bank of Australia David Oliver AMWU Tom Roberts CFMEU Bill Shorten AWU APPLICATIONS TO COURT POOLING ORDER The administrators advised creditors at the meeting that the majority of companies in the Group have filed a Deed of Cross Guarantee with the Australian Securities and Investments Commission (ASIC) from which a Class Order has been issued by the ASIC. The Class Order and Deed of Cross Guarantee, which apply in a winding up, in effect provide an external creditor of the Group (which does not include an inter company creditor) with a guarantee from every other company in the Group that is subject to the Deed in respect of its debt, although its claim against every other company in the Group is contingent in nature. At the meeting of creditors, the administrators indicated that they intend to shortly apply to the Court for a pooling order to pool all assets and liabilities of each company in the Group that is in administration. They expect that the Order will assist them to ensure that creditors and employees of the Group are not disadvantaged by the current Group structure and to give effect to the Class Order and Deed of Cross Guarantee that exists. The administrators expected to make the application within the next month. EXTENSION OF CONVENING PERIOD The Corporations Act 2001 provides for a second meeting of creditors to be held within twenty-eight (28) days from their appointment. The purpose of this meeting is for creditors to consider the future of Pasminco. In this regard, creditors may resolve: * That each company execute a Deed of Company Arrangement ("Deed"). * That each company be wound up. * That each administration end. The administrators advised that due to the size and complexity of the Group's business activities, they do not expect that they are in a position to propose a Deed of Company Arrangement and report to creditors in accordance with their obligations under the Corporations Act within that time frame. The administators intended to make an application to the court to extend the period to convene the second meeting of creditors to enable them to: * Consider the strategy alternatives available to the Group, including a restructure of the affairs of the Group. * Prepare a detailed report to creditors with respect to the business activities, property, affairs and financial circumstances of each company in the Group and make a considered recommendation as to the future of each company. The application is likely to be made on 5 October 2001 and not later than 9 October 2001. EXISTING LEASE AND SUPPLY CONTRACTS Given the size and complexity of the Group's business activities, there are a large number of lease and supply contracts between various companies within the Group and external parties. The administrators requested that any creditor and/or supplier who has entered into formal lease, supply contract or other agreement with the Group to provide the administrators with a copy of the relevant document and details of any specific terms or conditions they believe we should be aware of in relation to the agreement as soon as possible. Actions in continuing the use of any lease property or ongoing supply under any contract shall not be taken as an adoption of the contract or agreement. ONGOING TRADING ARRANGEMENTS JM Spark understands that a number of creditors and suppliers have requested confirmation of purchase order approval procedures for the administration period. He confirms their previous advice that orders already placed by Pasminco, or new orders that are placed with creditors and suppliers will be approved internally by Pasminco staff in the normal existing manner and do not need to be approved by the Administrators, unless advised to the contrary. For inquiries contact: Joanne Diep or Christine Bertolotti ============================= C H I N A & H O N G K O N G ============================= CIL HOLDINGS: Requests Trading Suspension ----------------------------------------- Building and construction services provider CIL Holdings asked that its shares trading be suspended, pending a statement about the result of a winding-up petition against the company, Quamnet News Service reported October 8, 2001. ========= J A P A N ========= CHUO MITSUI: In Final Talks To Integrate With Sumitomo Mitsui ------------------------------------------------------------- Financially troubled Chuo Mitsui Trust & Banking Co has entered the final phase of talks to come under the management of Sumitomo Mitsui Banking Corp, Japan Times reported on October 6, with Sumitomo Mitsui considering a recapitalization proposal Chuo Mitsui by buying tens of billions of yen worth of new shares. Huge loan-loss charges and latent losses, on securities holdings that were registered when new mark-to-market accounting rule were introduced in Japan, has seriously crippled Chuo Mitsui. According to sources, Chuo Mitsui will be forced to forgo midterm dividend payments because it will book net losses of Y10 billion to Y20 billion for the April-September first half of fiscal 2001. The two banks, however, issued separate statements to the press denying integration talks, although Chuo Mitsui said, "Our company is a part of the Sumitomo Mitsui group and we are considering various matters, including a tieup within the group." MYCAL CORPORATION: Stages Sales Campaign ---------------------------------------- Failed Japanese supermarket chain Mycal Corporation will stage its first sales campaign on Sunday and Monday, Japan Today reported Saturday. Mycal's sales campaign, which will be held at its 90 outlets, will include discounts of up to 50 percent on sundry and household goods. MYCAL CORP: At Least 10 More Outlets Tapped For Closure ------------------------------------------------------- Mycal Corp will add more than 10 unprofitable outlets to its store closure plan announced before its collapse last month, Japan Today reported October 7, which cited company officials. The additional stores are unlikely to be taken over by any firm that would support its court-led rehabilitation. SUMITOMO LIFE: Commences Merger Talks with Mitsui Mutual -------------------------------------------------------- Sumitomo Life Insurance Co and Mitsui Mutual Life Insurance Co have begun talks on integrating their businesses to create the second largest life insurance company in Japan Japan Today reported on October 6, citing Asahi Shimbun. Nippon Life Insurance Co is the largest. Sumitomo Life, the third largest mutual life insurer, and Mitsui Mutual, the seventh largest, plan to convert to stock companies under a holding company. ========= K O R E A ========= CHUO MITSUI: Finalizes Deal For Sumitomo Mitsui Takeover -------------------------------------------------------- Financially troubled Chuo Mitsui Trust & Banking Co. is in the final stages of negotiations with Sumitomo Mitsui Banking Corporation to come under the management control of the latter, Japan Today reported October 5. Fitch, the international rating agency, last August lowered the short-term debt rating of Chuo Mitsui from "F2" to "F3". Sumitomo is currently mulling over a proposal to inject new funds to Chuo Mitsui through the purchase of shares worth tens of billions of yen, to be issued to by a major trust bank. HYNIX SEMICONDUCTOR: To Sell China Chip Plant --------------------------------------------- Troubled Korean chipmaker Hynix Semiconductor is currently in the thick of negotiations to sell off part of its core semiconductor plants in China, which includes its cutting-edge 8-inch wafer production facilities, in a major self-rescue effort, the Digital Chosun reported October 6. If the negotiations are successful, Hynix, whose total assets are estimated at W17.9 trillion, will become the first Korean large- sized company ever to sell off a major production plant in China. A consortium comprised of Chinese city government, a university and chipmakers, were reported to be Hynix's partners in China. News of the ongoing Hynix negotiations have sparked renewed interest among some creditors to extend a new credit line to the ailing Korean firm. However, not all of Hynix's creditors are willing to dole out bailout funds. Kookmin Bank, Housing and Commercial, as well as Shinhan Bank are opposed to the bailout measure. Creditors who reacted positively were Korea Exchange Bank, Hanvit Bank and Cho Hung Bank. HYUNDAI CONSTRUCTION: Spinning Off Surveying Unit ------------------------------------------------- As part of its ongoing restructuring moves, a high ranking official of Hyundai Engineering and Construction Co. (HEC) said the construction giant will, by the end of the year, spin off its surveying unit, the Korea Herald reported Monday. Cited reasons for the spin off were plans to reduce labor costs and efforts to make efficient use of manpower. HEC plans to infuse W50 million in capital for the surveying unit, which will employ 50 employees. The latest spin-off is just one of several that the company has made during the last few months as part of a rigorous self-rescue program. At the beginning of the year, HEC separated its remodeling unit. A spin-off of its design unit followed in February. In March, its human resources training unit, and more recently, its construction planning unit and steel structure unit in April and June, respectively. HYUNDAI GROUP: Chung Steps In To Ease Conflict ---------------------------------------------- Chung Mong-hun, Chair of Hyundai Asan and de facto leader of the Hyundai Group, attempted to solve the managerial crisis brought about by the sudden resignation of Kim Chung-sik, Chair of Hyundai Merchant Marine (HMM), one of the few remaining profitable subsidiaries of the group, the Digital Chosun reported Saturday. Chung, while presiding over a meeting HMM's executives Saturday morning, appointed Kim Seok-jung, a Vice President, to manage the shipping unit until Kim's resignation becomes final and until the firm itself appoints a new president. Korea Development Bank, the main creditor of HMM, said, however, that the bank has not changed its previous stance that it will sever all of its credit line to the firm if the Hyundai group fires Kim. HYUNDAI PETROCHEMICAL: Creditors To Vote On W2T Debt Program ------------------------------------------------------------ Creditors of Hyundai Petrochemical Company are to hold a general meeting on Thursday and vote on a debt-rescheduling program worth about W2 trillion earmarked for the distressed company, the Korea Herald reports Monday. The program calls for a debt-for-equity swap of W300 billion and the extension of W1.7 trillion worth of maturities in the company's debts. The creditors will subsequently write off the largest shareholder's stake completely once the debt-for-equity swap is approved. According to an unnamed creditor-bank official, the debt- rescheduling program will be passed if creditors holding 75 percent of the total debts vote for it. The same official was confident that the plan would be passed because, more than 60 percent of the total loans to Hyundai Petrochemical were held by creditor banks. However, he also didn't rule out the possibility that the said plan wouldn't pass the creditor meeting is investment trust companies voted against the measure. KOREAN AIR: To Issue W300B In Bonds ----------------------------------- In order to finance maturing debts, Korean Air will issue two- year notes worth W300 billion, the Korea Herald reported Monday. Because of fears that the airline industry will be most damaged by the after effects of the terrorist attacks on the U.S., the yields will be set higher than the previous rates, at 7.72 percent. Last February, about W200, and in July, W300 billion, were placed by the company as corporate bonds. The airliner has to repay 300 billion won in debt in the second half of the year, with 600 billion won in debts to mature in the first half of next year. SEAGAIA: Rehab Proceedings Continue ----------------------------------- The Miyazaki District Court declared Friday that Phoenix Resort Company and two of its subsidiaries have completed legal proceedings for initializing their corporate rehabilitation, Japan Today reported October 5. The three owners of the resort located in the southern island of Kyushu all sought court protection in February with combined debts of Y326.1 billion. Ripplewood Holdings LLC, which purchased Seagaia for Y16.2 billion, took control of the three firms, who have reorganized into two companies and are actively seeking to revive the corporate fortunes. SEOUL BANK: Sell Off To DBCP Breaks Down ---------------------------------------- Ailing Seoul Bank's impending sale to Deutsche Bank Capital Partners (DBCP) has apparently been aborted, the Digital Chosun reported Saturday. The German banking firm reportedly halted negotiations due to escalating disagreements between the parties regarding the terms of the sales. According to a high-ranking official of the Ministry of Finance and Economy, the companies' disagreements centered upon how much of the bank's bad assets resulting will be taken over by the Korean government. Other options are currently being discussed to move the sale forward. The government is considering incorporating the bank into the state-run financial holding company Woori Financial Holding Co., merging the bank with Cho Hung Bank or Korea Exchange Bank, or biding its time in hopes of locating a new foreign purchaser. SSANGYONG CEMENT: Creditors Agree On W1.9T Rescue Fund ------------------------------------------------------ A major debt- rescheduling plan that includes the conversion of a W1.7 trillion loan into equity was accepted by creditors of Ssangyong Cement, in an effort to aid the Korean firm in its restructuring efforts, the Digital Chosun reported October 5. The debt-rescheduling plan also includes, among other things, the granting of fresh loans worth W200 billion. An additional agreed Friday on a major debt rescheduling plan for the firm, including the conversion of a W1.7 trillion loan into equity and the provision of W200 billion in fresh loans. Payments for the new loans will be divided equally among Cho Hung Bank and Korea Development Bank. =============== M A L A Y S I A =============== AMSTEEL CORP: KLSE Grants Extension Re Regularization Plan ---------------------------------------------------------- Amsteel Corporation Berhad directors announced that the KLSE had on 4 October 2001 approved the company's application on 24 September 2001 for an extension to 25 October 2001, within which the Company is required to: a) revise its regularization plan; b) make a revised Requisite Announcement to the KLSE; and c) submit its revised plan to the regulatory authorities for approval. Upon submission of the revised plan to the authorities, the company is required to make a separate application to the KLSE to seek additional time for the company to obtain all necessary approvals from the regulatory authorities. The company is further required to provide the KLSE with a detailed progress report on the development and/or latest status of the regularization exercise by 17 October 2001 on any development between 24 September 2001 and 16 October 2001. AUSTRAL AMALGAMATED: Posts Quarterly Report Ended June 30 --------------------------------------------------------- Austral Amalgamated Berhad posted on October 5, 2001 the company's Quarterly Report on Consolidated Results for the financial period ended June 30, 2001. Please see http://bankrupt.com/misc/austral10801.doc BRIDGECON HOLDINGS: Enters Sale MoA With LSCQ, JMR -------------------------------------------------- The Special Administrators (SAs) of Bridgecon Holdings Berhad (BHB) announced on behalf of BHB and Lean Seng Chan (Quarry) Sdn Bhd (LSCQ), a wholly-owned subsidiary of BHB, that the company and LSCQ had on 4 October 2001 entered into a Memorandum of Agreement (MoA) with JMR Construction Sdn Bhd (JMR) for the sale of the entire issued and paid up share capital in LSCQ for a cash consideration of RM2.0 million subject to LSCQ carrying out a restructuring scheme pursuant to Section 44 of Pengurusan Danaharta Nasional Act 1998 (Danaharta Act) to settle all of the liabilities of LSCQ, except for the amount of RM6,491,675.00 due to the financial institutions as at 31 December 2000. In the settlement of liabilities, LSCQ may utilise its cash and debtors realization for such a purpose. The MoA is conditional upon fulfillment of: 1. all requisite approvals, consent, or waivers being obtained from the relevant regulatory authorities and under the Danaharta Act; 2. all relevant corporate aprovals; 3. due diligence audit of LSCQ to be conducred by JMR. It is estimated that upon settlement of the liabilities as stated above, a loss in BHB's investment on LSCQ of approximately RM800,000.00 will ensue. A further detailed announcement will be made to the Kuala Lumpur Stock Exchange upon the execution of a Definitive Agreement with JMR. CRIMSON LAND: Enters MCBF Equity SPA With Dominion Attraction ------------------------------------------------------------- The board of directors of Crimson Land Berhad (the Company) announced that on October 5, 2001, the company entered into a conditional Sale and Purchase Agreement for Shares (SPA) with Dominion Attraction Sdn Bhd for the disposal of the entire equity capital of MCB Farmland Sdn Bhd (MCBF) and Binaan MCB Sdn Bhd (BMCB) to Dominion for a total cash consideration of RM50,000.00 and the assumption of liabilites of RM7,000,000.00. DETAILS OF THE PROPOSED DISPOSAL The Proposed Disposal entails the disposal by Crimson to Dominion, its entire equity interests in MCBF and BMCB detailed as follows for a total cash consideration of RM50,000 and the assumption and undertaking by Dominion to repay the RM7,000,000.00 loan owing by Crimson to Aseambankers Malaysia Berhad (Aseam Loan) (a) Four (4) ordinary shares of RM1.00 each in MCBF representing the entrire issued and paid-up capital of MCBF (MCBF Shares); and (b) Two million (2,000,000) ordinary shares of RM1.00 each in BMCB representing the entire issued and paid-up capital of BMCB ("BMCB's Shares"). Terms and conditions Pursuant to the terms and conditions of the SPA, Dominion shall satisfy the purchase consideration in the following manner: (a) Pay the deposit of RM50,000 to the Company upon execution of the SPA; and (b) Assume the obligations and liabilities of Crimson with Aseambankers Malaysia Berhad (Aseambakers) and cause Aseambankers to issue evidence of full release of all Crimson's obligations and liabilities with Asembankers through any of the following ways: (i) full settlement of the Aseam Loan by Dominion; or (ii) full assumption of the Aseam Loan by Dominion; or (iii) by any other means; prior to Completion Date or the Extended Completion Date, or such time as the parties agree in writing. The Company has also expressly acknowledged that the Proposed Disposal is on the basis that on completion: (a) Dominion shall have assumed the Company's and the Company's related company's liablities under the Aseam Loan in the abovementioned manner; (b) The MCBF Shares and BMCB Shares are and will continue to be free from any security interests; (c) MCBF and BMCB are proprietors of the properties held by them which are subject to the expressed conditions as contained in the issued documents of title, but otherwise free from encumbrances except for the vacant land owned by BMCB which are subject to the Aseam Loan; and (d) The properties will be delivered to Dominion on a "as is where is basis". Aseam Loan BMCB owns two (2) pieces of vacant land located at Cheras held under H.S. (D) 7582, P.T. No. 8492 and H.S. (D) 7583 P.T. No. 8493, all in the Mukim of Empang, District of Hulu Langat, Negeri Selangor. The pieces of land are currently charged to Aseambankers for a loan of RM7,000,000.00 granted to the Company (Aseam Loan). Basis of arriving at the sale consideration The sale consideration of the Proposed Disposal was arrived at on a willing buyer-willing seller basis after taking into consideration of the following: (a) Unaudited NTA of MCBF and BMCB of negative RM5,779,543 as at 30 June 2001; and (b) The open market value of the properties held by MCBF and BMCB of RM7,240,000. Completion of the SPA The sale shall be completed within 90 days from the date of the SPA (Completion Date) or within a period of 90 days from the Completion Date (Extended Completion Date), or such time as the parties may agree in writing. Information On MCBF MCBF was incorporated in Malaysia under the Companies Act, 1965 on 7 December 1985 under the name of Permai Equity Sdn Bhd. On 10 July 1987, MCBF adopted its present name. MCBF's present authorized share capital is RM25,000.00 divided into 25,000 shares of RM1.00 each of which 4 ordinary shares of RM1.00 each have been issued and fully paid-up. MCBF has been a wholly owned subsidiary of Crimson since 1987. The principal activity of MCBF is property investment. MCBF recorded an audited loss of RM1,037 for the financial year ended 30 June 2000 and an unaudited loss of RM1,517,175 for the financial year ended 30 June 2001. Information On Dominion Dominion was incorporated in Malaysia under the Companies Act, 1965 on 26 February 2001. Dominion's authorized share capital is RM100,000.00 divided into 100,000 shares of RM1.00 each of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up. The directors and shareholders of Dominion are Long Pong Yee and Tan Ah Kai. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal is part of the continuing rationalization exercise carried out by Crimson Group to reduce its group borrowings. UTILIZATION OF THE PROCEEDS The proceeds from the Proposed Disposal will be utilized as working capital for the Group. EFFECTS OF THE PROPOSED DISPOSAL Share Capital and Substantial Shareholders The Proposed Disposal will not have any effect on the issued and paid-up share capital and composition of substantial shareholders of Crimson. NTA The Proposed Disposal is not expected to have any material effect on the NTA of the Company based on the unaudited consolidated balance sheet of Crimson Group and the unaudited balance sheet of the Crimson as at 30 June 2001. The NTA of the Group is however expected to increase by RM4,753,679 or 2 sen per share. Earnings The Proposed Disposal will result in Crimson Group realizing an exceptional profit of RM4,753,679 based on MCBF and BMCB's unaudited accounts as at 30 June 2001. The Proposed Disposal is not expected to have any material effect on the earnings of Crimson Group for the financial year ending 30 June 2002 except for the exceptional profit of RM4,753,679. After taking into account of the expected interest savings at 8% per annum on RM7,050,000 (for the disposal consideration of RM50,000.00 and assumption of liability of RM7,000,000.00), the earnings of Crimson Group for the financial year ending 30 June 2003 is expected to be increased by RM564,000. CONDITIONS OF THE PROPOSED DISPOSAL The Proposed Disposal is subject to the approval of the Foreign Investment Committee and any other relevant authorities, if required. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS None of the directors and/or major shareholders and/or persons connected with the directors and/or major shareholders, in the best knowledge of the directors of the Company, has any interest, direct or indirect in the transaction. DIRECTORS' OPINION ON THE PROPOSED DISPOSAL After due consideration of the terms of the Proposed Disposal, the Directors are of the opinion that the terms of the proposal are fair and reasonable and that the proposal is in the best interest of the Company and it shareholders. DOCUMENTS FOR INSPECTION The Sale and Purchase Agreement for Shares is available for inspection at the Registered Office of the Company at No. 5, Persiaran Lidcol, Off Jalan Yap Kwan Seng, 50450 Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) from the date of this announcement. MALAYSIAN RESOURCES: KLSE OKs Trading Suspension ------------------------------------------------ Malaysian Resources Corporation Berhad announced that Kuala Lumpur Stock Exchange (KLSE) has approved the company's request for suspension of its shares trading for one (1) market day on 8 October 2001 pending an announcement on the company's Proposed Restructuring Scheme to be released on 8 October 2001. PACIFICMAS: SC Okays RM90M Utilization For Core Business -------------------------------------------------------- The Securities Commission (SC) has approved the proposed utilization of RM90.1 million of total proceeds for the core business of PacificMas Bhd. RM83.5 million is for the acquisition of Konsortium Insurans Bhd and RM5.94 million is for the acquisition of Pacific Mutual Fund Bhd, the Star reported October 8, 2001. The approval is subject to certain conditions, including the approval by the SC of any change to the proposed utilization if the money. PacificMas shareholders' approval will be required if there is more than a 25% change in the proposed utilization, but appropriate disclosures would have to be made to shareholders for changes below 25 percent. Any change in the deadline for the utilization of the proceeds would have to be approved by the directors of the company by a final resolution, and disclosed to the KLSE. PacificMas would have to make appropriate disclosure on the status of the proposed utilization in its quarterly reports and annual reports until the proceeds are fully utilized. RAHMAN HYDRAULIC: KLSE Reprimands, Imposes RM150,000 In Fines ------------------------------------------------------------- The Kuala Lumpur Stock Exchange (KLSE) in consultation with the Securities Commission, publicly reprimanded and imposed a fine of RM150,000.00 on Rahman Hydraulic Tin Berhad (RAHMAN) for breaching Section 60(a) of the Main Board Listing Requirements (MBLR). Section 60(a) of the MBLR stipulates that the printed annual report shall be issued to the company's shareholders within a period not exceeding 6 months from the close of financial year of the company (Annual Report). The financial year-end of RAHMAN was 31 December 1999 and hence its Annual Report was due on 30 June 2000. The Annual Report was furnished to the Exchange only on 30 May 2001, after a delay of two hundred and twenty three (223) market days. Accordingly, RAHMAN was found to be in breach of Section 60(a) of the MBLR. The public reprimand and fine were imposed pursuant to Section 392 of the MBLR and Paragraph 16.17 of the Listing Requirements after having considered all relevant circumstances and after consultation with the Securities Commission. The Exchange had previously imposed sanctions on RAHMAN for breaching the MBLR. Details of these sanctions are: (i) Publicly reprimanded and fined RM100,000.00 on 16 April 1999 for breaching Section 60 of the MBLR in respect of the late submission of its annual report for the year ended 31 December 1997. (ii) Publicly reprimanded on 16 April 1999 for breaching Section 56 of the MBLR in respect of the late submission of its half- yearly results for the period ended 30 June 1998. (iii) Publicly reprimanded and fined RM150,000.00 on 23 September 2000 for breaching Section 60 of the MBLR in respect of the late submission of its annual report for the year ended 31 December 1998. (iv) Publicly reprimanded and fined RM6,250.00 on 25 November 2000 for breaching of Section 56A of the MBLR in respect of the late submission of quarterly report for the quarter ended 31 March 2000. (v) Publicly reprimanded on 22 September 2001 for breaching Sections 36 and 114 of the MBLR for failing to make an immediate announcement to the Exchange for public release in relation to its acquisition of 56,000,000 ordinary shares of RM1.00 each in Kuala Lumpur Industries Holdings Berhad ("KLIH") on 14 July 1997 for a total cash consideration of RM198,861,680.00 ("Acquisition of KLIH"). In addition, RAHMAN was also publicly reprimanded and fined RM100,000.00 for breaching Section 116 of the MBLR for failing to convene a general meeting to obtain shareholders' approval in relation to the Acquisition of KLIH within a reasonable time. The Exchange views this contravention seriously and hereby cautions the Company on its responsibility to maintain appropriate standards of corporate responsibility and accountability in order to achieve greater disclosure and transparency to its shareholders and the investing public. The announcement was issued by Group Communications. For further information, please contact: Alice Thomas Mohamad Azam Ali Vice President Vice President Group Communications Public Affairs Tel: 2026 7099 Tel: 2071 7406 Fax: 2026 3700 Fax: 2732 5258 E-Mail: alice_thomas@klse.com.my E-Mail: azam@klse.com.my SISTEM TELEVISYEN: KLSE OKs Trading Suspension ---------------------------------------------- Sistem Televisyen Malaysia Berhad announced that the Kuala Lumpur Stock Exchange (KLSE) has approved the company's request for suspension of shares trading for one (1) market day on 8 October 2001 pending an announcement on the company's Proposed Restructuring Scheme to be released on 8 October 2001. TECHNO ASIA: KLSE Reprimands, Imposes RM25,500 Fine --------------------------------------------------- The Kuala Lumpur Stock Exchange (KLSE) in consultation with the Securities Commission, publicly reprimanded and imposed a fine of RM25,500.00 on Techno Asia Holdings Berhad (TECASIA) for breaching Section 60(b) of the Main Board Listing Requirements (MBLR). Section 60(b) of the MBLR stipulates that the annual audited accounts together with the auditors' and directors' reports shall be given to the Exchange for public release within a period not exceeding four months from the close of the financial year of the company (Annual Audited Accounts). The financial year-end of TECASIA was 31 December 2000 and hence its Annual Audited Accounts were due on 30 April 2001. The Annual Audited Accounts were furnished to the Exchange only on 26 May 2001, after a delay of seventeen (17) market days. Accordingly, TECASIA was found to be in breach of Section 60(b) of the MBLR. The public reprimand and fine were imposed pursuant to Section 392 of the MBLR and Paragraph 16.17 of the Listing Requirements after having considered all relevant circumstances and after consultation with the Securities Commission. The Exchange had previously imposed sanctions on TECASIA for breaching the MBLR. Details of these sanctions are as follows:- (i) Publicly reprimanded on 21 May 1998 for breaching Section 57 of the MBLR in respect of the late submission of its preliminary financial results for the financial year ended 31 December 1997. (ii) Publicly reprimanded on 16 October 1998 for breaching Section 60 of the MBLR in respect of the late submission of its annual report for the financial year ended 31 December 1997. (iii) Publicly reprimanded on 24 February 2001 for breaching Sections 34 and 341 of the MBLR for failure to make an immediate announcement pertaining to the appointment of receiver and manager (R&M) to a wholly-owned subsidiary of the Company and making contradicting announcements in relation to the appointment of the R&M respectively. The Exchange views this contravention seriously and hereby cautions the Company on its responsibility to maintain appropriate standards of corporate responsibility and accountability in order to achieve greater disclosure and transparency to its shareholders and the investing public. The announcement was issued by Group Communications. For further information, please contact: Alice Thomas Mohamad Azam Ali Vice President Vice President Group Communications Public Affairs Tel: 2026 7099 Tel: 2071 7406 Fax: 2026 3700 Fax: 2732 5258 E-Mail: alice_thomas@klse.com.my E-Mail: azam@klse.com.my UH DOVE: Unusual Market Activity Cause Unknown ---------------------------------------------- The UH Dove Holdings Bhd board of directors, in reply to the Kuala Lumpur Stock Exchange's (KLSE) letter dated 4 October 2001, said that upon due inquiry, it is not aware of any material development in the company's business and affairs which were not previously announced. There is also no known impending change in the major shareholders, or any other reasons that account for the unusual market activity, except for the announcement made by UHD on 1 October 2001 that the approval of the Securities Commission (SC) was obtained for the Proposed Debt Restructuring, Proposed Acquisition and the Proposed Rights Issue. The board declared that upon due inquiry, none of the situations or event that listed in Paragraph 9.03 of the KLSE Listing Requirements had contributed to the unusual market action activities in the company's shares during the period in question. The board informed the KLSE that it has determined 5 October 2001 as the price fixing date for the issuance of the new shares pursuant to the Proposed Debt Restructuring, Proposed Acquisition and the Proposed Rights Issue. An announcement will be made by the merchant banker, Malaysian International Merchant Bank Berhad, concurrently on even date. In addition, the board of UHD also informed the KLSE that the Settlement Agreement (SA) entered into between UHD, Miramas Development Sdn Bhd (MDSB) and the creditor banks on 1 December 2000 has expired on 30 September 2001 (Approval Period). Pursuant to clause 3.6 of the SA, if any of the approvals or consents in clause 3.1 of the SA is not obtained by 30 September 2001, any party may terminate the SA by giving written notice to such effect to the other parties of the SA. The company, MDSB and the creditor banks had held a Corporate Debt Restructuring Committee Meeting at Bank Negara on 3 October 2001 to deliberate and discuss on the extension of the Approval Period of the SA and certain variations on the terms. Currently, the company is awaiting the final decision from the creditor banks in relation thereto. ===================== P H I L I P P I N E S ===================== BAYAN TELECOMMUNICATIONS: Wants Creditors To Write Off P3B Debt --------------------------------------------------------------- Bayan Telecommunications Inc. will present a restructuring proposal to its creditors in a meeting Monday afternoon, which will involve the writing off by its creditors of 25 percent of its obligations to the bondholders as well as one-fourth of its unsecured bank loans, Business World reports October 8. However, sources indicate that the offer might not be acceptable considering that it will mean writing off more than P3 billion (US$58.22 million) in obligations. A reprieve of 25 percent owed to bondholders is equivalent to the forgiveness of at least $US50 million worth of bonds. BayanTel has debts to 34 creditor-banks worth around P14.276 billion and US$200 million worth of seven-year bonds. The Lopez-owned communications firm has proposed a 15-year repayment term on the bank loans, with a five-year grace period on the principal. The company's two biggest creditors are Canadian firm Export Development Corp. and Chase Manhattan Bank, owed P2.04 billion and P1.8 billion, respectively. The company has invited Bank of America to be its financial adviser. The creditor banks on the other hand, will be advised by consulting firm, Arthur Andersen. MAYNILAD WATER: Government Assuming PhP600 Loans ------------------------------------------------ Despite an earlier agreement to allow Maynilad Water Services Inc. (MWSI) to hike its water rate by PhP4.21 per cubic meter, the National Government will still be assuming some PhP600 million in loans of the water firm, Business World reported Monday. The government intends to service the loans until MWSI obtains a US$350 million term loan. The debts were assumed by MWSI when the Metropolitan Waterworks and Sewerage System (MWSS) was privatized and sold to two concessionaires. It has inherited some US$800 million in loans all in all due to the privatization. Should MWSI secure the US$350 million term loan by the end of the year, MWSS will pay part of the MWSI concession fee due creditors until June 30, 2002. METRO PACIFIC: May Sell Stake In Global City -------------------------------------------- Metro Pacific Corporation (MPC) is currently in talks for the possible sale of its entire stake in its project 150-hectare Fort Bonifacio Global City to Ayala Land Inc. MPC last week admitted that it was considering putting its controlling stake in BLC in the auction block to finance at least P10.5 billion in debt. The consummation of the deal would mean that Metro Pacific would give the Ayala Group second chance to take over the property after losing to the MPC-led consortium in 1995. The Inquirer News Service reported Monday that MPC controls 69.6 percent of Bonifacio Land Corporation (BLC), which in turn, has a 55-percent stake in Fort Bonifacio Development Corp., the joint venture company formed with the state-controlled Bases Conversion Development Authority (BCDA) to develop the former Fort Bonifacio military base. NATIONAL POWER: US$7.89M Insurance Premiums Missing --------------------------------------------------- The National Power Corporation (Napocor) has recently discovered that, not only does it have US$23.6 million in unpaid claims, it also cannot account for US$7.89 million of US13.5 million in total insurance premiums it has doled out to the Government Service Insurance System for securing its policy. The policy expired in September, Business World reported October 8. After difficulty in obtaining claims payment from GSIS, Napocor hired consulting firm Currie & Brown on July to study its industrial all risk policy (IAR). The London-based firm, by its assessment, could only confirm the receipt of US$4.93 million in premiums by GSIS insurers. Insurers like the GSIS are kept afloat by reinsurers who absorb part of the insurer's risks. For this service, insurers pay their reinsurers "reinsurance premiums." Under Napocor's policy for the year ending September, GSIS should have received US$675,000 of the total premiums while US$12.82 million should have gone to GSIS' reinsurers. Instead transaction slips so far indicate that reinsurers received only US$4.93 million. RFM CORPORATION: Soft Drink Unit Experiences Record Sales --------------------------------------------------------- RFM Corporation's soft drink unit, COSMOS Bottling Corp., has recorded a 34 percent sales growth for the third quarter of the year, the Inquirer News Service reports Monday. Cosmos CEO Jose Concepcion III announced that the company, which will be sold to San Miguel Corporation, has posted a record-high P5.6 billion in net sales for the third quarter compared to the P4.2 billion recorded in the same period last year. SMC is expected to sign the purchase agreement of Cosmos within the next two weeks and is currently finishing its due diligence audit of the soft drink company. ================= S I N G A P O R E ================= AMTEK ENGINEERING: Posts Changes In Director's Interests -------------------------------------------------------- Amtek Engineering Limited posted, on October 5, 2001, changes in its Director Tan Keng Boon's interest in options. The announcement is: Notice Of Changes In Director's Interests In Options Name of director: Tan Keng Boon Date of notice to company: 05 Oct 2001 Date of change of interest: 02 Oct 2001 Name of registered holder: Tan Keng Boon Circumstance giving rise to the change: Others Please specify details: Share Options granted Shares held in the name of registered holder No. of options of the change: 100,000 Percent of issued share capital: 0.055 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: Subscription price at S$0.65 per share (subject to a discount of less than 20 percent) No. of options held before change: 50,000 Percent of issued share capital: 0.027 No. of options held after change: 150,000 Percent of issued share capital: 0.082 Holdings of Director including direct and deemed interest Deemed Direct No. of options held before change: 50,000 Percent of issued share capital: 0.027 No. of options held after change: 150,000 Percent of issued share capital: 0.082 Total shares: 150,000 HONG LEONG: Posts Announcement Re Foreign Shareholdings ------------------------------------------------------- Hong Leong Singapore Finance Limited posted an announcement October 5 stating the percentage of foreign shareholdings in the issued share capital of the Company. Part of the announcements is: Foreign Shareholdings Based on available information and to the best of the Company's knowledge, IT IS HEREBY ANNOUNCED that in the opinion of the Directors of the Company, the aggregate foreign shareholdings in the issued share capital of the Company comprised 18.97 per cent of the issued share capital of the Company as at 30 September 2001. This percentage includes 174,655 shares which constitute 0.04 percent of the issued share capital, held by shareholders whose nationalities the Company is unable to determine positively as they have not furnished the required information, and 39,441,155 shares representing 9.17 percent of the issued share capital, which are not beneficially owned or controlled by foreign persons. The Directors of the Company have exercised their discretion to refuse to register the transfer of any shares, which will result in any shares, not previously categorized as foreign shareholdings, being so categorized. KEPPEL CAPITAL: Announces Voluntary Takeover Offer -------------------------------------------------- Keppel Capital Holdings Limited posted an announcement on October 6 regarding the voluntary conditional takeover offer by Rezan Pte Ltd. for all the issued ordinary shares in the capital of Ong Asia Limited as well as the acquisition of shares in Ong Asia by Rezan. Excerpts of the announcement: VOLUNTARY CONDITIONAL TAKEOVER OFFER BY REZAN PTE LTD FOR ALL THE ISSUED ORDINARY SHARES IN THE CAPITAL OF ONG ASIA LIMITED - COMPULSORY ACQUISITION OF SHARES IN ONG ASIA LIMITED BY REZAN PTE LTD All capitalized terms used and not defined herein shall have the meanings given to them in the offer document dated 1 September 2001 (the "Offer Document"). Level of Acceptances On 3 September 2001, Keppel TatLee Bank Limited ("KTB") announced, for and on behalf of Rezan Pte Ltd (the "Offeror"), a wholly-owned subsidiary of Kim Eng Holdings Limited ("Kim Eng"), that the voluntary conditional takeover offer (the "Voluntary Offer") for all the issued ordinary shares of S$0.10 each ("Ong Asia Shares") in the share capital of Ong Asia Limited ("Ong Asia" or the "Offeree") other than those already held by the Offeror (the "Offer Shares") had become unconditional as at 3 September 2001. KTB is pleased to announce, for and on behalf of the Offeror, that as of 5:00 p.m. on 5 October 2001, the Offeror has received, pursuant to the Voluntary Offer, valid acceptances in respect of 436,666,921 Offer Shares which represent approximately 96.55 percent of the issued and paid-up share capital of Ong Asia. On 3 September 2001, KTB announced, for and on behalf of the Offeror, that the closing date of the Voluntary Offer would be extended from 3:30 p.m. on 25 September 2001 to 3.30 p.m. on 10 October 2001 (or such later date(s) as may be announced from time to time by or on behalf of the Offeror). As the Offeror has received acceptances in respect of approximately 96.55 percent of the issued and paid-up share capital of Ong Asia as at 5 October 2001, the Offeror has no intention to extend the Voluntary Offer beyond 3:30 p.m. on 10 October 2001. Accordingly, notice is hereby given that the Voluntary Offer will not be open for acceptance beyond 3:30 p.m. on 10 October 2001. Any acceptances received after 3:30 p.m. on 10 October 2001 will be rejected. Compulsory Acquisition under Section 215(1) of the Companies Act, Cap. 50 (the "Act") The Offeror had in the Offer Document stated its intention to exercise its right of compulsory acquisition pursuant to Section 215(1) of the Act in the event that it is entitled to do so. As the Offeror has received acceptances of the Voluntary Offer in respect of not less than 90 percent of the Ong Asia Shares (excluding those already held by the Offeror, its subsidiaries and their respective nominees as at the date of the Voluntary Offer), the Offeror is entitled to exercise its right to compulsorily acquire all the Ong Asia Shares of shareholders of Ong Asia ("Shareholders") who have not accepted the Voluntary Offer. The Offeror has today given notice (Form 57) in the prescribed manner pursuant to Section 215(1) of the Act, together with a cover letter, to Shareholders who have not accepted the Voluntary Offer (the "Dissenting Shareholders"). The Offeror will proceed to acquire the Ong Asia Shares of the Dissenting Shareholders at a consideration of S$0.3388 in cash for each Ong Asia Share, if the Dissenting Shareholders do not accept the Voluntary Offer by 3:30 p.m. on 10 October 2001. The Offeror intends to exercise its right of compulsory acquisition to acquire the Ong Asia Shares of Dissenting Shareholders on 6 November 2001, being one month after today's date ("Transfer Date"), subject to and on the terms set out in Form 57. In the event that the Offeror exercises its right of compulsory acquisition, on the Transfer Date, the Offeror shall pay to Ong Asia the amount of the consideration representing the price payable for the Ong Asia Shares that it is acquiring from the Dissenting Shareholders. The consideration will be credited by Ong Asia into a separate bank account and held on trust for the Dissenting Shareholders. Upon payment of the consideration to Ong Asia, Ong Asia will register the Offeror as the holder of the Ong Asia Shares held by the Dissenting Shareholders. As soon as practicable after the Transfer Date, and in any event within seven days of that date, Ong Asia will arrange for the despatch of the remittance in the form of checks for the appropriate amount of the consideration payable in respect of the Ong Asia Shares of the Dissenting Shareholders to such Dissenting Shareholders by ordinary post at their own risk to the addresses appearing in the records of The Central Depository (Pte) Limited and/or Barbinder & Co Pte Ltd. Voluntary Offer Remains Open for Acceptance The Voluntary Offer remains open for acceptance. Shareholders who wish to accept the Voluntary Offer but have not done so should complete, sign and forward their Forms of Acceptance and Transfer ("FAT") or Forms of Acceptance and Authorization ("FAA") (as the case may be) and all other relevant documents as soon as possible so as to reach the Offeror not later than 3:30 p.m. on 10 October 2001. All FATs, FAAs and other relevant documents received after 3:30 p.m. on 10 October 2001 will not be accepted and will be returned by post to the relevant Shareholders at their own risk, in accordance with the terms of the Voluntary Offer. Remittances in the form of checks for the appropriate amounts (rounded to the nearest cent) will, subject to the terms and conditions of the Voluntary Offer, be dispatched, by ordinary post, to the accepting Shareholders (or their designated agents, as they may direct, in the case of Shareholders whose Offer Shares are not deposited with the CDP) and at the risk of such accepting Shareholders, within 21 days of the date of receipt of acceptances of the Voluntary Offer which are complete in all respects and are received after 5:00 p.m. on 3 September 2001 but before 3:30 p.m. on 10 October 2001. Shareholders who accept the Voluntary Offer before 3:30 p.m. on 10 October 2001 will receive the consideration due to them sooner than if the Offeror acquires their Ong Asia Shares compulsorily as described in this Announcement. Responsibility Statement The Directors of the Offeror (including any who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly. 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, 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. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***