/raid1/www/Hosts/bankrupt/TCRAP_Public/011019.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, October 19 2001, Vol. 4, No. 205
Headlines
A U S T R A L I A
ANSETT AUSTRALIA: Official Quotation Reinstated
DAVNET LIMITED: Director Resigns, Slatyer Replaces Post
GOODMAN FIELDER: Posts Chairman's AGM Invitation
HORIZON ENERGY: AGM To Be Held On November 16
KEYCORP LIMITED: Issues Notice Of Director's Interest
LEGEND MINING: Executes Silver Tailings Sale's Formal Agreement
NORMANDY MINING: Posts Terms On AngloGold's Offer
C H I N A & H O N G K O N G
GUANGZHOU ELECTRONIC: Petition To Wind Up
KIN DON: Obtains Provisional Right Shares Allotments
LEGEND HOLDINGS: Withdraws Listing, Last Day of Dealings
PEARL ORIENTAL: Unit Gets Statutory Debt Payment Demand Letter
SKY STATES: Winding Up Sought By Sime Darby
TIANJIN CAPITAL: Posts Ongoing Connection Transactions Info
I N D O N E S I A
BAKRIE & BROTHERS: To Acquire 80% AI's Stake
SEMEN GRESIK: Govt Asks Cemex To Extend Put Option Deadline
J A P A N
ASAHI BANK: March Merger With Daiwa Likely
DAIEI INCORPORATED: To Reduce Debts By Y100B/Yr
MATSUSHITA ELECTRIC: Joint Ventures Planned With Toshiba
MATSUSHITA ELECTRIC: Reducing Contract Employees By Half
MAZDA MOTOR: Changes 1H Profit Forecasts
NISHI-NIPPON: Moody's Reviews Ratings For Possible Downgrade
K O R E A
HYNIX SEMICONDUCTOR: Creditors To Up Aid To W3.8T
HYNIX SEMICONDUCTOR: 3Q Results To Determine Lender Support
HYUNDAI PETROCHEMICAL: Creditors Approve W2T Bailout
SEOULBANK: Posts 1st Profit In 5 Yrs
SEOULBANK: Korean Firm Shows Interest
M A L A Y S I A
ACTACORP HOLDINGS: Subsidiary Faces Winding-Up Petition
ANSON PERDANA: Units' Hearing Adjourned To January 2002
AUSTRAL AMALGAMATED: Changes Audit Committee
BERJAYA SPORTS: SC Extends Rights Issue Completion Time
DRB-HICOM: Shareholders Approve Proposals' Resolutions At EGM
GEAHIN ENGINEERING: Awaits White Knight's Restructuring Plan
MECHMAR CORPORATION: Unit Disposes Of Three Land Parcels
PAN MALAYSIA: PM Securities Faces Writ Of Summons
SASHIP HOLDINGS: Posts EGM, 26th AGM Resolutions
SRI HARTAMAS: Extends Units' Moratorium Period To Oct 17 2002
TECHNOLOGY RESOURCES: Accepts Naluri's Conditional Offer
P H I L I P P I N E S
RFM CORPORATION: San Miguel Seeks Lower Price For Unit
RFM CORPORATION: Shares Down As Sale Is Delayed
SHEMBERG BIOTECH: Court Throws Out Closure Bid
T H A I L A N D
NARONG SEAFOOD: Files Business Reorganization Petition
SAHAMITR PRESSURE: SET Lifts `SP' Sign
THAI TELEPHONE: Issues Warrants Information Memorandum
TPI POLENE: Holcim Proposes To Inject US$300-375M
- - - - - - - -
=================
A U S T R A L I A
=================
ANSETT AUSTRALIA: Official Quotation Reinstated
-----------------------------------------------
The suspension of trading in the securities of Ansett
Australia's mother company, Air New Zealand Limited (ANZ) will
be lifted from the commencement of trading on Friday, 19 October
2001.
The reinstatement will follow the announcement that, on 15
October 2001, the Company concluded a formal agreement with its
key bank financiers.
The bank financiers offer their ongoing support and confirm that
all conditions precedent to the making of a NZ$300 million loan
to the Company by the New Zealand Government have now either
been satisfied or waived.
DAVNET LIMITED: Director Resigns, Slatyer Replaces Post
-------------------------------------------------------
The directors of Davnet Limited accepted Thursday the
resignation of Jason Ashton as a director of Davnet Ltd and all
associated subsidiaries.
Ashton was a founder of Magna Data Australia Pty Ltd, which
subsequently became Davtel. It was Ashton's vision and passion
for the business that helped build the company into the multi-
million dollar business it is today. The board appreciates his
individual contribution over the years and his efforts more
recently during a particularly difficult period for the company.
At a recent gathering of staff, Ashton indicated "my departure
has been made easier knowing I am leaving the company in good
hands". Here he was referring to The Investment Company of China
and NTT.
The Company confirms that Judy Slatyer, an executive with
Telstra for 10 years, will take Ashton's place as CEO.
GOODMAN FIELDER: Posts Chairman's AGM Invitation
------------------------------------------------
Goodman Fielder Limited posted Chairman J Peterson's letter to
shareholders:
LETTER TO SHAREHOLDERS
"I am pleased to invite you to the Annual General Meeting of
Goodman Fielder Limited which is to be held at 10.00am on
Friday, 16th November, 2001 at the Wesley Centre, 220 Pitt
Street, Sydney.
BUSINESS OF THE MEETING
"The Notice of Meeting is attached and should be read in
conjunction with the explanatory notes which follow it. Apart
from the Ordinary Business of the Meeting, there is only one
item of Special Business which is being put before the Meeting,
and on which I comment below.
ISSUE OF OPTIONS - MR TP PARK
"Mr TP Park joined the Company as its Chief Executive and
Managing Director in October, 2001. The Board believes Mr Park
to be an outstanding executive, with extensive international
business experience in the Australian and international food and
beverage industry. Mr Park's remuneration package has been
determined on advice from remuneration consultants, who have
determined that it is reasonable given the nature of the
position and Mr Park's business credentials. Given the task of
taking the Company forward into the next phase of its business
development, his remuneration includes elements based on
performance. Consistent with this approach, the Directors have
agreed to grant Mr Park, in two parts, share options to take up
a total of 5 million ordinary shares in the Company.
"The second part comprises 2 million options to which the
ongoing entitlement, to all or part, will be finalized only
after a performance review by the Board at the end of year 2.
The exercise price for the second part will be the market price
at the end of year 2. The exercise of all options are subject to
continuing performance hurdles. The grant of options is subject
to shareholder approval.
RECOMMENDATION
"The Directors strongly recommend the passing of each
Resolution.
DIVIDEND
"A final dividend of 4 cents per share in respect of the
2000/2001 year was declared by Directors on 7th September, 2001.
This dividend was paid on 5th October, 2001.
ANNUAL REPORT
"The Annual Report included with this invitation is the full
Financial Report; the Company has not printed the Concise Report
this year in order to contain costs. The Financial Report
contains all the information normally found in the Concise
Report.
"I would welcome your attendance at the Meeting and your
support. Upon arrival, presentation of your bar-coded
Shareholder Admission Card will allow for prompt registration.
If you are unable to attend the Meeting, to exercise your vote
on the business of the meeting."
HORIZON ENERGY: AGM To Be Held On November 16
---------------------------------------------
Horizon Energy Investment Limited posted its Notice of Annual
General Meeting:
HORIZON ENERGY INVESTMENT LIMITED
ACN 078 120 948
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that an Annual General Meeting of the
Members of the Company will be held on Friday, 16th November
2001 at The Henry Lawson Room, Renaissance Sydney Hotel, 30 Pitt
Street, Sydney at 1.00pm.
The meeting is convened for the purpose of considering, and if
thought fit, passing the resolutions set out in this Notice.
BUSINESS
RESOLUTION 1 FINANCIAL ACCOUNTS AND REPORTS
That the Financial Report, the Directors' Report and the
Auditor's Report thereon, in respect of the year ended 30 June
2001 previously sent to Members be received and considered.
RESOLUTION 2 RE-ELECTION OF MR NICHOLAS WRIGHT, DIRECTOR
That Mr Nicholas Wright be re-elected as a Director of the
Company.
RESOLUTION 3 RE-ELECTION OF MR WALLACE RICHARD SHEPPARD,
DIRECTOR
That Mr Wallace Richard Sheppard be re-elected as a Director of
the Company.
RESOLUTION 4 ELECTION OF MR MICHAEL RODRIGUEZ AS DIRECTOR
That Mr Michael Rodriguez be elected as a Director of the
Company.
HORIZON ENERGY INVESTMENT TRUST
ARSN 090 719 163
NOTICE OF GENERAL MEETING
There is no formal trust business for consideration at this
meeting. However, the Directors of Horizon Energy Investment
Management Limited ACN 078 327 983 being the Responsible Entity
of Horizon Energy Investment Trust, will be in attendance to
answer questions in respect of the activities of the Trust for
the 2001 financial year.
KEYCORP LIMITED: Issues Notice Of Director's Interest
-----------------------------------------------------
Keycorp Limited issued this notice:
NOTICE OF DIRECTOR'S INTERESTS
Section 205G of the Corporations Law
UPDATING NOTICE
Name of Director Malcolm Geoffrey Irving
Name of Company Keycorp Limited
Date of Last
Notification to ASX 27/09/2001
Date Director's
Interest Changed 15/10/2001
"I have a relevant interest in the following securities of the
company or a related body corporate:
TYPE OF SECURITY: Ordinary Shares
NUMBER OF SECURITIES: 4,830
CIRCUMSTANCES GIVING RISE TO RELEVANT INTEREST:
"Director's fees sacrificed to purchase shares through the
shareholder approved Keycorp Employee Share Ownership Plan.
"I have an interest in the following contracts to which I am
entitled to a benefit that confers a right to call for or
deliver shares in, debentures of, interests in a collective
investment scheme made available by, the company or a related
body corporate: Nil"
LEGEND MINING: Executes Silver Tailings Sale's Formal Agreement
---------------------------------------------------------------
Legend Mining Limited announced that a formal Agreement has been
executed in respect to the sale of the Silver Tailings at the
Elizabeth Hill project near Karratha in Western Australia.
The deal was previously announced to the Australia Stock
Exchange on 1 October 2001 whereby MKS Capital Limited (MKS)
part of an International precious metals trading group agreed to
pay a minimum of $3.1 Million to the Joint Venture parties in
the proportions of 30% Legend Mining Limited 70% East Coast
Minerals NL.
NORMANDY MINING: Posts Terms On AngloGold's Offer
-------------------------------------------------
Normandy Mining Limited posted the off-market bid from AngloGold
Ltd:
ANGLOGOLD'S OFFER
(a) AngloGold offers, upon the terms and subject to the
conditions of this offer, to acquire all of the Normandy shares
(including Normandy shares represented by Normandy ADRs) which
are held by you.
The consideration offered is 2.15 AngloGold shares for every 100
Normandy shares (including Normandy shares represented by
Normandy ADRs).
(b) Unless you are located in the United States or you are
resident in Canada, you may elect to receive your consideration
in the form of:
(1) AngloGold CDIs (traded on the ASX);
(2) AngloGold shares (traded primarily on the JSE); or
(3) AngloGold ADRs (traded on the NYSE).
If you are located in the United States or you are resident in
Canada, you may elect to receive your consideration in the form
of:
(1) AngloGold ADRS (traded on the NYSE); or
(2) AngloGold shares (traded primarily on the JSE).
Whatever form of consideration you elect to receive, your
holding will be equivalent in value to 2.15 AngloGold shares for
every 100 Normandy shares.
You may elect to receive only one form of consideration with
respect to your Normandy shares as to which this offer has been
accepted.
To make an election, you should tick the appropriate box on the
Acceptance Form. If you validly accept this offer but do not
make an election or make an invalid or unclear election and your
registered address on the Normandy shareholder register is
within Australia, you will automatically receive AngloGold CDIs
for your Normandy shares.
If you validly accept this offer but do not make an election or
make an invalid or unclear election and your registered address
on the Normandy shareholder register is within any other country
(including the United States and Canada), you will automatically
receive AngloGold ADRs for your Normandy shares.
(c) You will receive a cash payment instead of AngloGold shares,
AngloGold CDIs or AngloGold ADRs if:
(1) upon acceptance of this offer you would be entitled to
receive five or less AngloGold shares (or the underlying share
equivalent in AngloGold CDIs or AngloGold ADRs); or
(2) at the time you accept this offer, you are (or are acting
on behalf of) a person located in a jurisdiction other than
Australia, the United States or Canada and AngloGold is not
satisfied that it is not prevented from lawfully making this
offer to you and issuing you with AngloGold shares (in the form
of AngloGold shares, AngloGold ADRs or AngloGold CDIs, as the
case may be) on acceptance of this offer, and that it is not
unlawful for you to accept this offer by the laws of this place.
In any such case, the AngloGold shares, AngloGold CDIs or
AngloGold ADRs to which you are entitled will be sold on the
open market in accordance with section 1.9 and you will receive
your share of the net sale proceeds of this sale.
(d) If you hold less than 100 Normandy shares or hold Normandy
shares other than in multiples of 100 Normandy shares, you can
still accept this offer and you will be entitled to a pro rata
entitlement to AngloGold shares (in the form of AngloGold
shares, AngloGold CDIs or AngloGold ADRs) based on the rate of
2.15 AngloGold shares for every 100 Normandy shares.
In either case, you will be subject to section 11(c) above
regarding entitlements to five or less AngloGold shares and
section 1.1(e) below with respect to the treatment of fractional
AngloGold shares, AngloGold CDIs and AngloGold ADRs regardless
of the form of consideration you elect to receive.
(e) AngloGold will not issue fractional AngloGold shares to you,
regardless of the form of consideration you receive.
If under this offer you become entitled to a fraction of an
AngloGold CDI, the number of AngloGold CDIs to which you are
entitled pursuant to this offer will be rounded up to the next
highest whole number of AngloGold CDIs to which you are
entitled. If AngloGold reasonably believes that a Normandy
shareholder's holdings have been manipulated to take advantage
of rounding up, then any fractional element will be aggregated
or rounded down to the next lowest whole number of AngloGold
CDIs.
If under this offer you become entitled to a fraction of an
AngloGold share or AngloGold ADR, your entitlement to that
fraction will be aggregated with the fractional AngloGold ADRs
and AngloGold shares, as the case may be, of other persons (so
as to obtain whole AngloGold ADRs and whole AngloGold shares)
and sold on the open market in accordance with section 1.9, and
you will receive your share of the net sale proceeds of your
fractional AngloGold shares or AngloGold ADRs.
(f) This offer extends to all Normandy shares which may be
issued after the date specified in section 1.4 pursuant to the
exercise of options to subscribe for Normandy shares issued by
Normandy under its employee share bonus plan and executive share
incentive plan.
DIVIDENDS
(a) AngloGold will be entitled to all dividends and other
distributions and entitlements declared, paid or made by
Normandy or which arise or accrue after 4 September 2001 in
respect of the Normandy shares which AngloGold acquires pursuant
to this offer.
(b) If for any reason whatsoever AngloGold does not receive any
such dividends or other distributions or entitlements, AngloGold
will, to the extent permitted by applicable law, be entitled to
reduce the amount of the consideration to which you would
otherwise be entitled in accordance with this offer by the
amount or value (as reasonably determined by AngloGold) of the
dividend or other distribution or entitlement. This may include
reducing the number of AngloGold shares (in the form of
AngloGold shares, AngloGold CDIs or AngloGold ADRs, as the case
may be) to which you may otherwise be entitled.
OFFER PERIOD
(a) This offer will remain open during the period commencing on
the date of this offer and ending at 7:00 pm, Sydney time on the
later of
(1) 14 December 2001; or
(2) any date to which the period of this offer is extended in
accordance with section 650C of the Corporations Act.
(b) AngloGold reserves the right exercisable in its sole
discretion to extend the offer period. In addition, if, within
the last seven days of the offer period:
* this offer is varied (ie, amended) to improve the
consideration offered, or
* AngloGold's voting power in Normandy increases to more than
50.1%,
then the offer period will be mandatorily extended so that it
ends 14 days after the relevant event.
================================
C H I N A & H O N G K O N G
================================
GUANGZHOU ELECTRONIC: Petition To Wind Up
-----------------------------------------
The petition to wind up Guangzhou Electronic Limited is set for
hearing before the High Court of Hong Kong on October 31, 2001
at 9:30 am.
The petition was filed with the court on July 31, 2001 by Sin
Hua Bank Limited, Hong Kong Branch, (whose undertakings have
been succeeded by Bank of China (Hong Kong) Limited whose
registered office is situated at Bank of China Tower, 1 Garden
Road, Central, Hong Kong.)
KIN DON: Obtains Provisional Right Shares Allotments
----------------------------------------------------
The Board of Kin Don Holdings Limited announced that as of 4:00
p.m. on Thursday, 11 October 2001, the latest time for payment
for and acceptance of Rights Shares, an aggregate of 15 valid
acceptances of provisional allotments of Rights Shares and 11
valid applications for excess Rights Shares were received for a
total of 2,123,381,967 Rights Shares, representing approximately
71.37% of the total number of Rights Shares under the Rights
Issue, comprising:
(a) acceptances of provisional allotments of 2,064,223,967
Rights Shares (of which 1,545,328,000 Rights Shares were
attributable to Marble King) and
(b) excess applications for 59,158,000 Rights Shares made
under the Rights Issue. There were 851,804,250 unsubscribed
Rights Shares. Accordingly, the Rights Issue was approximately
71.37% subscribed.
As regards the 11 valid forms for an aggregate of 59,158,000
Rights Shares by way of excess application, the Directors have
resolved to allot, from among the Rights Shares allotted
provisionally but not accepted, to each of the applicants such
number of Rights Shares as it has made valid application for.
The Rights Issue has become unconditional on Wednesday, 17
October 2001.
UNDER-SUBSCRIPTION OF THE RIGHTS SHARES
As a result of the under-subscription of the Rights Shares and
pursuant to the Underwriting Agreement, the Underwriter has
performed its obligations under the Underwriting Agreement by
procuring Marble King and 10 independent third parties who are
independent of and not connected with any of the directors,
chief executives or substantial shareholders of the Company or
its subsidiaries or any of their respective associates (as
defined in the Listing Rules), to subscribe for 247,804,250
Rights Shares and 604,000,000 Rights Shares not taken up nor
applied for under the Rights Issue respectively, representing
approximately 8.33% and approximately 20.30% of the total number
of Rights Shares under the Rights Issue respectively and
approximately 4.16% and approximately 10.15% of the enlarged
issued share capital of the Company immediately after the Rights
Issue respectively. Upon completion of the Rights Issue, the
Directors confirmed that none of the 10 subscribers as mentioned
above will become a substantial shareholder of the Company.
SHAREHOLDING STRUCTURE OF THE COMPANY
The Directors confirmed that not less than 25% of the issued
share capital of the Company will be held by the public
following the completion of the Rights Issue.
DESPATCH OF CERTIFICATES FOR RIGHTS SHARES AND COMMENCEMENT OF
DEALINGS
All of the conditions of the Rights Issue as set out in the
Prospectus have been fulfilled. It is expected that certificates
in respect of the fully-paid Rights Shares will be dispatched to
those entitled thereto at their own risk by ordinary post on
Thursday, 18 October 2001.
Dealings in the Rights Shares, in their fully-paid form, are
expected to commence on Tuesday, 23 October 2001.
LEGEND HOLDINGS: Withdraws Listing, Last Day of Dealings
--------------------------------------------------------
Legend Holdings Limited requested that market participants note
that the listing of the 2001 European Style (Cash Settled) Call
Warrants, relating to existing issued ordinary shares of
HK$0.025 each of Legend Holdings Limited issued by Credit Suisse
First Boston (stock code: 2170), was withdrawn after the close
of business Thursday, 18 October, 2001.
The company also advised market participants to note that
dealings in the 2001 European Style (Cash Settled) Call Warrants
relating to existing issued ordinary shares of HK$0.025 each of
Legend Holdings Limited issued by Merrill Lynch International &
Co. C.V. (stock code: 1720) will cease after the close of
business on Monday, 22 October 2001 and listing of which will be
withdrawn after the close of business on Monday, 29 October,
2001.
PEARL ORIENTAL: Unit Gets Statutory Debt Payment Demand Letter
--------------------------------------------------------------
Pearl Century Limited (PCL) (in receivership), a wholly owned
subsidiary of Pearl Oriental Holdings Limited (the Company) and
the project company holding the property "Genesis" had around
the close of business on Friday, 12 October 2001, received a
statutory demand letter demanding payment of a debt of
approximately HK$323 million as at 12 October 2001 owed to The
Bank of East Asia, Limited within 21 days from 12 October 2001.
A similar demand letter was received at the same time addressed
to "Pearl Oriental Cyberforce Limited" as guarantor to the debt.
The Directors are aware that if the Statutory Demands are not
satisfied within 21 days, BOEA will be at liberty to present a
petition to the Court for winding-up the Company and PCL. After
seeking legal advice and after considering the circumstances of
the Company, if the Statutory Demands are not withdrawn by BOEA,
the Company and PCL may propose challenging the Statutory
Demands and any relating winding-up petitions presented by BOEA.
On 15 October 2001, the Company noted an exceptional increase in
the price and trading volume of the Company's shares. The
Directors do not consider the receipt of the Statutory Demands,
on their own, as a price sensitive matter. Thus, a statement
under paragraph 39.2 of the Listing Agreement was released on 15
October 2001 by the Company, at the request of the Stock
Exchange.
After discussion with the company solicitors, the Directors
considered that a potential price sensitive development may have
occurred only when aggregating all the facts including the
impact of the Statutory Demands, the exceptional increase in the
price and trading volume of the Company's shares on 15 October
2001, the fact that the Company would be meeting with BOEA and
would also be in discussions with its other creditor banks.
Wishing to err on the side of caution, the Company requested the
suspension of trading of the Company's shares on Tuesday, 16
October 2001 pending the issue of a detailed announcement
containing information of the new developments with its creditor
banks.
The Stock Exchange is of the view that the Company did not
promptly disclose information on the receipt of the Statutory
Demands to the public and this may be a breach of paragraph 2 of
the Listing Agreement and will reserve its right to take
disciplinary action against the Company and its Directors.
Meetings were held with BOEA to discuss on the issue of the
Statutory Demands on Tuesday, 16 October 2001. The Potential
Party who is in discussions with Mr Wong Kwan, in respect of a
possible acquisition of all or part of his stake in the Company
was introduced to BOEA. Although BOEA has not agreed to withdraw
the Statutory Demands immediately, BOEA expressed during the
meeting that they are willing to continue further discussions
with the Company and the Potential Party when a more detailed
repayment proposal is submitted to BOEA by the Potential Party.
Shareholders should be aware that a solution may or may not be
reached. Further announcement will be made to the public if
there is material progress in the discussion with BOEA in
respect of the proposal and when the effect of the proposal on
the Company's financial standing and business operation of the
Group becomes certain.
The Directors has confirmed with Mr Wong Kwan that the
speculations on two press articles appeared on the newspapers on
16 October 2001 that the potential buyer for his stake in the
Company was Mr Zhou Xiao He and the brother of Mr Zhou Dao Jiong
are incorrect. Mr Wong Kwan advised the Company that he has been
and will be in further discussions with the Potential Party on
more detailed terms. However, no concrete terms have been
determined and discussions may or may not lead to a concluded
transaction or result in an introduction of a new controlling
shareholder and a general offer to the shareholders of the
Company under the Takeover Code.
Shareholders of the Company and potential investors are advised
to exercise caution when dealing in the shares of the Company.
SKY STATES: Winding Up Sought By Sime Darby
-------------------------------------------
Sime Darby Motor Group Limited is seeking the winding up of Sky
States Properties Limited. The petition was filed on August 7,
2001, and will be heard before the High Court of Hong Kong on
November 14, 2001.
Sime Darby holds its registered office at 28th Floor, East Wing,
Hennessy Centre, No. 500 Hennessy Road, Causeway Bay, Hong Kong.
TIANJIN CAPITAL: Posts Ongoing Connection Transactions Info
-----------------------------------------------------------
The Directors of Tianjin Capital Environmental Protection
Company Limited, formerly known as Tianjin Bohai Chemical
Industry (Group) Company Limited, announced further details on
the Ongoing Connected Transactions, including;
(i) the Sewage Water Plants Fee Agreement;
(ii) the Sewage Water Processing Agreement;
(iii) the Contractor Contracts; and
(iv) the Haihe Bridge Management Agreement, to be entered into
upon and subsequent to the completion of the Proposed Transfers.
Capitalized terms used herein shall have the same meaning as
those used in the Announcement, unless otherwise defined herein.
Since TSC and TMICL are all under the supervisory control of the
Urban Construction Bureau and TMICL is the controlling
shareholder of the Company, the transactions in respect of the
(i) Sewage Water Plants Fee Agreement; (ii) Contractor
Contracts; and (iii) Haihe Bridge Management Agreement will
constitute ongoing connected transactions for the Company
following the completion of the Proposed Transfers. As
stipulated under the Sewage Water Plants Fee Agreement,, the
term of the Sewage Water Processing Agreement will be revised
and such revised term is subject to the approval of the
Independent Shareholders at the EGM.
The terms of the agreements relating to the Ongoing Connected
Transactions were determined on normal commercial terms and the
transactions will be conducted in the usual and ordinary course
of business of the Company upon and after the completion of the
Proposed Transfers. Accordingly, the Directors (including the
independent non-executive Directors) consider the Ongoing
Connected Transactions are fair and reasonable so far as the
Independent Shareholders are concerned and in the interest of
the Company.
The Ongoing Connected Transactions will be subject to certain
disclosure requirements of the Listing Rules and prior approval
of the Independent Shareholders. Pursuant to Rule 14.26 of the
Listing Rules, (i) all Contractor Contracts entered into between
the Company and those contractors under the supervisory control
of the Urban Construction Bureau and therefore are associated of
TMICL; and (ii) all transactions contemplated under the Sewage
Water Plants Fee Agreement would normally require full
disclosure by way of press announcement and/or prior Independent
Shareholders' approval whenever such transactions arise.
Moreover, as stipulated under the Sewage Water Plants Fee
Agreement, the term of the Sewage Water Processing Agreement
will be revised, such revised term is subject to the approval of
the Independent Shareholders at the EGM. In addition, pursuant
to Rule 14.25(1) of the Listing Rules, all transactions
contemplated under the Haihe Bridge Management Agreement would
normally require full disclosure by way of press announcement
whenever such transactions arise.
Pursuant to the waiver granted by the Stock Exchange to the
Company on 11th January, 2001 in relation to the Sewage Water
Processing Agreement, the Company should make a new waiver
application to the Stock Exchange if there is any changes made
to the term of the Sewage Water Processing Agreement. The
Company has therefore applied to the Stock Exchange to replace
the waiver granted to the Company on 11th January, 2001 in
relation to the Sewage Water Processing Agreement.
In addition, the Directors have applied to the Stock Exchange
from strict compliance with the relevant requirements of the
Listing Rules in respect of the Contractor Contracts, the Sewage
Water Plants Fee Agreement and the Sewage Water Processing
Agreement for a period of three financial years ending 31st
December, 2003. The Contractor Contracts, the Sewage Water
Plants Fee Agreement, the revised term of the Sewage Water
Processing Agreement and such waivers would also be put forward
to the Independent Shareholders for approval at the EGM.
The Directors have also applied to the Stock Exchange for a
waiver from strict compliance with the relevant requirements of
the Listing Rules in respect of the Haihe Bridge Management
Agreement. The Haihe Bridge Management Agreement and such waiver
would also be put forward to the Independent Shareholders for
approval at the EGM.
An EGM will be convened to consider, among others, the Proposed
Transfers, the Ongoing Connected Transactions and the Waivers.
The Independent Board Committee was formed to advise the
Independent Shareholders in relation to, among others, the
Proposed Transfers and the agreements with regard to the Ongoing
Connected Transactions and the Waivers. In view of the interests
of TMICL and its associates in the Proposed Transfers, the
Ongoing Connected Transactions and the Waivers, TMICL will
abstain from voting at the EGM in these regards.
The EGM will be held on 12th November, 2001. A notice of EGM,
together with a proxy form, was dispatched to the Shareholders
on 28th September, 2001. Pursuant to the Sewage Plants Fee
Agreement, the term of the Sewage Water Processing Agreement
will be revised and such revised term is subject to the approval
of the Independent Shareholders at the EGM. Accordingly,
resolution No.4 as stipulated in the notice of EGM, which has
been dispatched to the Shareholders on 28th September, 2001, has
been amended. The copies of Circular, revised notice of EGM and
new proxy form in relation to the amendment of resolution No.4
as stipulated in the previous notice of EGM, have been
dispatched to Shareholders on 17th October, 2001.
Accordingly, Shareholders should use the new proxy form instead
of the previous proxy form. Shareholders are reminded that the
new proxy form must be delivered to either the secretary office
of the Company or for the Company's H share's shareholders, to
HKSCC Registrars Limited not less than 24 hours before the time
scheduled for the holding of the EGM (i.e. 5:30 p.m. on 9th
November, 2001).
Shareholders and investors are reminded to exercise caution when
dealing in the shares of the Company.
(i) Sewage Water Plants Fee Agreement
Agreement date: 24th September, 2001
Parties:
Service provider: the Company
Service acquirer: TSC
Terms:
>From 24th September, 2001 up to the completion of construction
of the respective Sewage Water Treatment Plants
Particulars of the Sewage Water Plants Fee Agreement:
Pursuant to the Sewage Water Plants Fee Agreement dated 24th
September, 2001, TSC has agreed to pay, and the Company will
charge, a fee during the construction period of the Sewage Water
Treatment Plants in order to provide incentives for the Company
to construct the Sewage Water Treatment Plants for TSC. The
Sewage Water Plants Fee Agreement has been arrived at after
arm's length negotiation and is based on normal commercial
terms.
For each of the Sewage Water Treatment Plants, the Company will
be entitled to a lump sum fee, commencing on 24th September,
2001, which is calculated on the aggregate of the annual/period
fees calculated at 23.7% of the simple average balances of the
estimated construction cost of the respective Sewage Water
Treatment Plants for each year/period commencing on 24th
September, 2001 until the estimated time of completion and
commencement of operation of the respective Sewage Water
Treatment Plants.
The aggregate lump sum fee payable to the Company for the
construction of the Sewage Water Treatment Plants is
approximately RMB1,170,524,000 (approximately HK$1,093,948,000),
of which the respective fee payable to the Company for the
construction of the Xianyanglu Plant, the Jizhuangzi Expansion
Plant (including certain part of the South-east Rural Drainage
System) and the Beicang Plant is approximately RMB589,119,000
(approximately HK$550,579,000), approximately RMB317,374,000
(approximately HK$296,611,000) and approximately RMB264,031,000
(approximately HK$246,758,000), respectively.
The amount of lump sum fee payable to the Company is stipulated
in the Sewage Water Plants Fee Agreement and will not be
affected by the over or under budget of construction cost
actually incurred by the Company. An initial payment of 10% of
the aggregate lump sum fee, which amounts to approximately
RMB117,052,000 (approximately HK$109,394,000), will be made by
TSC to the Company in cash within 30 days from the signing of
the Sewage Water Plants Fee Agreement. Subsequently, the fee
will be payable by TSC to the Company in advance on a monthly
basis according to the estimated percentage of completion during
the relevant month prepared by the Company.
At the end of each quarter, the amount of construction work
completed will be determined with reference to the
certifications issued by a qualified independent
surveyor/engineer. In the event that the amount of sewage water
plants fee paid by TSC to the Company exceeds or, as the case
may be, below the stage of completion certified by a qualified
independent surveyor/engineer, such surplus or, as the case may
be, shortfall shall be accounted for as a current debt payable
by the Company to TSC or, as the case may be, vice versa.
The estimated timing of completion of the Xianyanglu Plant, the
Jizhuangzi Expansion Plant and the Beicang Plant is as follows:
(i) Xianyanglu Plant: 31st December, 2004
(ii) Jizhuangzi Expansion Plant: 31st December, 2003
(iii) Beicang Plant: 31st December, 2005
The estimated construction costs to be incurred for the
Xianyanglu Plant, the Jizhuangzi Expansion Plant and the Beicang
Plant since 24th September, 2001 to their respective estimated
dates of completion of the construction, which have been agreed
by TSC and the Company, are approximately RMB1,133,639,000
(approximately HK$1,059,476,000), approximately RMB977,712,000
(approximately HK$913,750,000) and approximately RMB416,059,000
(approximately HK$388,840,000), respectively. However, it should
be reminded that the actual construction cost may vary and may
or may not exceed this estimation of construction cost.
It is estimated that the percentage of completion of the
Xianyanglu Plant and the Jizhuangzi Expansion Plant by 31st
December, 2001 may reach 28% and 39%, respectively. For the
Beicang Plant, no additional construction cost is expected to be
incurred by the Company for the year ending 31st December, 2001
except for the consideration of RMB141,496 (approximately
HK$132,000) payable to TSC pursuant to the Beicang Agreement.
Based on such estimated stage of completion as at 31st December,
2001, the amount of lump sum fee payable by TSC to the Company
for the construction of the Xianyanglu Plant and the Jizhuangzi
Expansion Plant is estimated to be approximately RMB166,000,000
(approximately HK$155,140,000) and approximately RMB125,000,000
(approximately HK$116,822,000), respectively for the year ending
31st December, 2001, which represents, in aggregate,
approximately 19.4% of the net tangible asset of the Company as
at 30th June, 2001, as disclosed in the latest published audited
accounts and adjusted to account for subsequent transactions in
the manner described under Rule 14.04(6) of the Listing Rules.
The Sewage Water Plants Fee Agreement provided that upon
completion of the construction and commencement of operation of
the Sewage Water Treatment Plants, the Pricing Formula will
automatically be applied in calculating the sewage water
processing fee to be paid by TSC to the Company for the
processing of sewage water in respect of the Sewage Water
Treatment Plants. Pursuant to the Sewage Water Plants Fee
Agreement, the estimated construction cost of the Sewage Water
Treatment Plants as agreed by TSC and the Company will be
treated as the initial fixed assets value of the Sewage Water
Treatment Plants in calculating the return of 15% as stipulated
in the Pricing Formula. Further details about this revised term
of the Sewage Water Processing Agreement are stated in paragraph
1 (ii) below.
Conditions precedent:
Completion of the Sewage Water Plants Fee Agreement is
conditional upon, inter alia, the following:
(1) the completion of all conditions precedent as
stipulated under the Xianyanglu Agreement, the Jizhuangzi
Agreement and the Beicang Agreement;
(2) the passing by the Independent Shareholders of an
ordinary resolution (or, if required, by a special resolution)
to approve the transactions contemplated under the Sewage Water
Plants Fee Agreement at the EGM;
(3) the Sewage Water Plants Fee Agreement has been
approved and confirmed by the management committee of TSC;
(4) all necessary approvals, consents and registration
have been granted by the relevant PRC government authorities and
the Stock Exchange and any relevant authorities in connection
with the transactions contemplated under the Sewage Water Plants
Fee Agreement; and
(5) the granting of a waiver by the Stock Exchange from
strict compliance with the relevant disclosure and/or
Shareholders* approval requirements under the Listing Rules in
respect of the Sewage Water Plants Fee Agreement on conditions
which are not unacceptable to the Company.
(ii) Sewage Water Processing Agreement
On 10th October, 2000 TMICL has entered into the Sewage Water
Processing Agreement with TSC which was subsequently assigned by
TMICL to the Company on 20th December, 2000. Pursuant to the
Sewage Water Processing Agreement, the Company agreed to procure
the Jizhuangzi Plant and the Dongjiao Plant and any future
sewage water treatment plants of the Company to process sewage
water released from sewage systems located in the Tianjin city.
The term of the agreement is 30 years commencing from 1st
October, 2000, and the Company is entitled to extend the term of
the agreement for a period of not less than 20 years but not
more than 30 years by serving a written notice on TSC within
twelve months prior to the expiry of the agreement.
The monthly processing fee payable by TSC to TMICL for the
processing of sewage water is based on the Pricing Formula which
is structured on a cost-plus-profit approach and is linked to,
among other things, the operating cost of processing sewage
water and a return of 15% per annum of the yearly average
balance of the monthly "net book value" of the fixed assets (as
defined in the Sewage Water Processing Agreement) of the sewage
water processing business.
Based on the Company's circular dated 6th December, 2000, the
pro forma sewage water processing service income for each of the
three years ended 31st December, 1999 and the six months ended
30th June, 2000 was approximately RMB315,200,000 (approximately
HK$294,600,000), RMB308,300,000 (approximately HK$288,100,000),
RMB306,100,000 (approximately HK$286,100,000) and RMB153,700,000
(approximately HK$143,600,000) respectively, representing
approximately 100%, 100%, 82% and 75% of the pro forma adjusted
sales revenue of the Company for the three years ended 31st
December, 1999 and the six months ended 30th June, 2000,
respectively.
The Company has applied to the Stock Exchange for a waiver from
compliance of the requirements of Chapter 14 of the Listing
Rules under certain conditions as disclosed in the Company's
circular dated 6th December, 2000 for a period of three
financial years ending 31st December, 2002, in particular, the
sewage water processing fee shall not exceed the cap amount of
95% of the Company's annual revenue. The above waiver was
subsequently granted by the Stock Exchange on 11th January,
2001, subject to among other things, the Company should make a
new waiver application to the Stock Exchange if there is any
changes made to the term of the Sewage Water Processing
Agreement.
As mentioned in paragraph 1(i) above, the Company has entered
into the Sewage Water Plants Fee Agreement with TSC. TSC has
agreed to pay, and the Company will charge, a fee during the
construction period of the Sewage Water Treatment Plants in
order to provide incentives for the Company to construct the
Sewage Water Treatment Plants. Further information about the
Sewage Water Plants Fee Agreement is set out in paragraph 1(i)
above. Pursuant to the Sewage Water Plants Fee Agreement, upon
completion of the construction of the Sewage Water Treatment
Plants, the Pricing Formula as stipulated in the Sewage Water
Processing Agreement will automatically be applied in
calculating the sewage water processing fee to be paid by TSC to
the Company on a monthly basis for the processing of sewage
water in respect of the Sewage Water Treatment Plants.
Pursuant to the Sewage Water Plants Fee Agreement, the
"estimated construction cost" of the Sewage Water Treatment
Plants as agreed by TSC and the Company will be treated as the
initial fixed assets value of the Sewage Water Treatment Plant
as opposed to the actual "net book value" of the Sewage Water
Treatment Plant as stipulated in the Sewage Water Processing
Agreement and will be applied in calculating the return of 15%
for the Sewage Water Treatment Plants as stipulated in the
Pricing Formula. The above arrangement can provide an incentive
to the Company to control the construction costs of the Sewage
Water Treatment Plants within the estimated construction costs.
In the event that the actual construction costs for the Sewage
Water Treatment Plants incurred by the Company below the
estimated construction stated in the Sewage Water Plants Fee
Agreement or, as the case may be, exceeds the estimated
construction costs, the Company will be entitled to more returns
for the Sewage Water Treatment Plants under the current
arrangement or as the case may be, vice versa. The revised term
is only applicable for the Sewage Water Treatment Plants under
the Sewage Water Plants Fee Agreement and the calculation for
the Pricing Formula of the Jizhuangzi Plant and the Dongjiao
Plant remains unchanged.
As the above amendment constitutes a change to the term of the
Sewage Water Processing Agreement, the Company has applied to
the Stock Exchange for a new waiver from compliance of the
requirements of Chapter 14 of the Listing Rules under the same
conditions as disclosed in the Company's circular dated 6th
December, 2000, but based on the above revised term. An ordinary
resolution will also be proposed to approve the revised term of
the Sewage Water Processing Agreement and the Waiver.
(iii) Contractor Contracts
TSC has entered into a number of construction contracts with
contractors who are (i) independent third parties; and (ii)
parties who are under the supervisory control of the Urban
Construction Bureau for the construction of the Sewage Water
Treatment Plants. All contracts/agreements in relation to the
construction of the Sewage Water Treatment Plants signed by TSC
prior to the Completion in relation to the Sewage Water
Treatment Plants will be novated to the Company upon the
Completion.
At present, TSC has entered into ten contracts with contractors
that are under the supervisory control of the Urban Construction
Bureau and are therefore associates of TMICL, for the
construction of the Sewage Water Treatment Plants. These ten
contracts represent an aggregate construction amount of
approximately RMB335,200,000 (approximately HK$313,271,000), of
which RMB51,859,000 (approximately HK$48,467,000) has already
been completed and settled up to 31st July, 2001, representing
approximately 73% of the construction cost incurred by TSC as at
31st July, 2001. The outstanding amount of RMB283,341,000
(approximately HK$264,805,000) represents approximately 18.9% of
the net tangible assets of the Company as at 30th June, 2001, as
disclosed in the latest published audited accounts and adjusted
to account for subsequent transactions in the manner described
under Rule 14.04(6) of the Listing Rules.
(iv) Haihe Bridge Management Agreement
Agreement date: 24th September, 2001
Parties:
Service provider: the Company
Service acquirer: TMICL
Term:
>From 24th September, 2001 to the completion of the construction
of the Haihe Bridge which is expected to be completed on or
before 31st December, 2002
Services provided:
The Company will provide project management services to TMICL
for the construction of the Haihe Bridge in Tianjin.
Services fee:
The Company will be entitled to a total management fee of
RMB10,650,000 (approximately HK$9,953,000) which is determined
in accordance with (i) the guideline of <Construction Pricing Guideline>> issued by the Urban
Construction Bureau; and (ii) the market comparables of similar
services provided. The fee will be receivable monthly by the
Company according to the percentage of completion of the Haihe
Bridge during the construction period of the Haihe Bridge. The
percentage of completion of the Haihe Bridge in a period/ year
is determined by reference to the certification of a qualified
independent surveyor/ engineer. In addition, the Haihe Bridge
Management Agreement provides that in the event that the actual
construction cost of the Haihe Bridge is below certain budgeted
figures, the Company will be entitled to certain incentive fees
upon the completion of the construction of the Haihe Bridge
which are summarized as follows:
- an one-off bonus payment of RMB1,500,000
(approximately HK$1,402,000) or RMB3,000,000 (approximately
HK$2,804,000) for achieving the building quality based on
predetermined publicly recognized standard;
- an early completion bonus of RMB50,000 (approximately
HK$46,730) per day;
- an one-off payment of RMB1,000,000 (approximately
HK$935,000) for effective safety control if no death or serious
injury is caused during the construction;
- with respect to the costs of the main construction
stage, an one-off payment equivalent to 50% of the amount of
costs saving below budget between the range of 5% to 10%), a
further one-off payment equivalent to 40% of costs saving below
budget for the portion between the range of over 10% to 15% and
a further one-off payment equivalent to 30% of costs saving
below budget for the portion over 15%; and
- with respect to the costs of the demolition and site
preparation stage, an one-off payment equivalent to 40% of costs
saving below budget between the range of 5% to 10% and a further
one-off payment equivalent to 30% of the costs saving below
budget for the portion over 15%.
On the contrary, the Haihe Bridge Management Agreement provides
that in the event that the actual construction cost of the Haihe
Bridge exceeds certain budgeted figures, the Company will be
subject to certain penalties upon the completion of the
construction of the Haihe Bridge which are summarized as
follows:
- a penalty of RMB500,000 ( approximately HK$467,000)
for each major quality issue and RMB1,000,000 (approximately
HK$935,000) for non-conformity to the basic quality standard as
agreed;
- a delay completion penalty of RMB50,000
(approximately HK$46,730) per day;
- a penalty of RMB200,000 (approximately HK$187,000)
for each incident of death or serious injury;
- in the case of actual construction costs exceed the
costs as specified under the tender document, a penalty of
RMB1,000,000 (approximately HK$935,000) for over-budget rate
between the range of over 10% to 15% and in the case of the
over-budget rate of over 15%, a penalty of RMB2,000,000
(approximately HK$1,869,000); and
- penalty of RMB1,000,000 (approximately HK$935,000) in the
case of the costs of the demolition and site preparation stage
exceed 10% of the costs as agreed between the parties.
The Directors consider that the Haihe Bridge Management
Agreement is beneficial to the Company and is fair and
reasonable so far as the Independent Shareholders are concerned.
Conditions precedent:
Completion of the Haihe Bridge Management Agreement is
conditional upon, inter alia, the following:
(1) the passing by the Independent Shareholders of an ordinary
resolution (or, if required, by a special resolution) to
approve the transactions contemplated under the Haihe
Bridge Management Agreement at the EGM;
(2) the passing by the board of directors of TMICL to approve
the transactions contemplated under the Haihe Bridge
Management Agreement;
(3) all necessary approvals, consents and registration have
been granted by the relevant PRC government authorities
and the Stock Exchange and any relevant authorities in
connection with the transactions contemplated under the
Haihe Bridge Management Agreement; and
(4) the granting of a waiver by the Stock Exchange from strict
compliance with the relevant disclosure and/or
Shareholders' approval requirements under the Listing
Rules in respect of the Haihe Bridge Management Agreement
on conditions which are not unacceptable to the Company.
Information on the Haihe Bridge:
The Haihe Bridge is owned by TMICL. It is designed and will be
constructed in accordance with the specification of Class I
highways. The Haihe Bridge is located near the finishing point
of the Southeastern Half Ring Road connecting the Heiniucheng
Road and Jintang Road. It has a total length of 3.4 km and is
designed to be a dual three-lanes bridge.
The construction of the Haihe Bridge was commenced in early 2000
and is expected to be completed on or before 31st December,
2002. The total construction cost is estimated to be
approximately RMB609,200,000 (approximately HK$569,346,000), of
which RMB113,200,000 (approximately HK$105,794,000) has been
incurred by TMICL as at 24th September, 2001, being the date of
the Haihe Bridge Management Agreement.
DEFINITIONS
As used in this announcement and the Circular, the following
words and phrases have the following meanings assigned:
"Contractor Contracts" the contracts entered
into by TSC prior to the Completion and to be entered into by
the Company subsequent to the Completion in relation to the
construction of the Sewage Water Treatment Plants with various
contractors who are under the supervisory control of the Urban
Construction Bureau and are therefore associates of TMICL
"Jizhuangzi Expansion Plant" the expansion project
of the Jizhuangzi Plant, including certain part of the South-
east Rural Drainage System
"Ongoing Connected Transactions" the transactions
contemplated under the Sewage Water Processing Agreement, Sewage
Water Plants Fee Agreement, the Contractor Contracts and the
Haihe Bridge Management Agreement
"Sewage Water Processing Agreement" the agreement dated
10th October, 2000 entered into between TSC and TMICL in
relation to the pricing of the treatment of sewage water by
TMICL, details of which are stated in the circular of the
Company dated 6th December, 2000 and the 2000 annual report of
the Company, and subsequently assigned by TMICL to the Company
on 20th December, 2000
"Waivers" the waivers to be
applied by the Company to the Stock Exchange in respect of the
Ongoing Connected Transactions to the Company for a period of
three financial years ending 31st December, 2003.
=================
I N D O N E S I A
=================
BAKRIE & BROTHERS: To Acquire 80% AI's Stake
--------------------------------------------
Bakrie and Brothers, one of Indonesia's most indebted
conglomerates, is in talks with Australia's mining giant BHP
Biliton (BHPB) to purchase the latter's 80% stake in coalmining
company PT Arutmin Indonesia (AI) for $140m, IndoExchange
reported Wednesday.
The deal is highly controversial given Bakrie's debt-
restructuring exercise earlier this year in which the company
swapped $1.1 billion in debt with new equity and is thus
prohibited from making any new acquisitions.
As a result of the debt-restructuring deal, Bakrie's creditors
now own 95% of the diversified conglomerate, including a 20%
stake in Arutmin Indonesia.
Bakrie's Managing Director and Chief Operating Officer Nalin
Rathod confirmed that the company is in no position to make any
fresh acquisitions and denied that it is interested in acquiring
Arutmin outright.
"Bakrie is looking for buyers to pick up the 20% stake it used
to own in the coalmining concern," Rathod said.
But BHPB executive Andrew Wilson confirmed that the Australian
company is in talks with Bakrie although he would not say what
the negotiations involve.
"We have been asked by the Indonesian government to talk to
Bakrie, and we have had a number of meetings with them," Wilson
said. "I won't deny that Bakrie is interested in buying the
80%."
According to sources familiar with the negotiations, Bakrie has
first right to purchase the remaining 31% that BHPB is obliged
to divest under the Contract of Work (COW) it signed with
Jakarta in 1981 when the coalmining company was set up.
The terms of the Sale and Purchase Agreement (SPA) between
Bakrie and BHPB were clearly spelled out in a letter dated Aug
31, 2001. The letter is addressed to Rathod and is signed by
BHPB's chief development officer for energy coal, John Smith.
Smith included in the letter:
* BHPB was willing to negotiate in good faith for the selldown
of our 80% shareholding in PT AI.
* The sale price for the 80% stake would be $140m (plus
outstanding debt repaid).
* The completion of the Sales and Purchase Agreement by Sept
30, 2001.
* The full $140m being deposited in an escrow account by the
same date.
So far, Bakrie has to deposit the money by Oct 19.
The terms outlined in the SPA were largely accepted by Rathod in
his reply to Smith on Sept 4. "We also agreed that if the
progress is tangible and substantial towards completion and few
more days of time is required, both parties will be flexible to
complete the transaction with a few days' extension," Rathod
wrote.
However, market analysts were skeptical about Bakrie's ability
to raise the $140m needed to acquire Arutmin, noting that the
conglomerate is heavily in debt.
SEMEN GRESIK: Govt Asks Cemex To Extend Put Option Deadline
-----------------------------------------------------------
The government asked Cemex SA to extend to Dec 18 the deadline
for its put option on PT Semen Gresik shares, AFX-ASIA reported
Thursday referring to a letter of Semen Gresik Secretary Satriyo
said to Jakarta Stock Exchange.
"The extension is necessary as discussions on whether the
government should exercise the option have not been completed.
The government has not made any decision on whether to spin off
Semen Padang and Semen Tonasa from Semen Gresik," Satriyo said.
The put option, originally with an Oct 26 deadline, involves the
prospective sale of the government's majority stake to Cemex.
There's no response from Cemex yet.
"This proposal is an alternative to restructure Semen Gresik,"
he clarified reports about the government's plan to establish a
holding company.
"State Enterprise Minister Laksamana Sukardi has explained this
proposal to the management of Semen Gresik, Semen Padang and
Semen Tonasa," he added.
He said if this idea was accepted by all parties, the Semen
Gresik restructuring, including the formation of a holding
company, should be completed by the end of this year.
=========
J A P A N
=========
ASAHI BANK: March Merger With Daiwa Likely
------------------------------------------
A planned merger between Asahi Bank Ltd. and Daiwa Bank will
most likely push through sometime March, according to a report
in Wednesday's Asian Wall Street Journal .
Yasuhisa Katsuta, Daiwa Bank president said that his company is
finalizing plans to set up this year a holding company with
Kinki Osaka Bank Ltd. and Nara Bank to facilitate the entry of
Asahi Bank under the same holding company early next year.
Contrary to earlier reports, Katsuta said that the holding
company has no plans on venturing into insurance, stock trading
and will focus specifically on being an influential regional
bank.
DAIEI INCORPORATED: To Reduce Debts By Y100B/Yr
-----------------------------------------------
In an effort to reduce its massive debts, pegged at more than Y2
trillion, supermarket store operator Daiei Inc. plans to reduce
interest-bearing debt by at least Y100 billion a year for the
next five business years, the Asian Wall Street Journal reported
Wednesday.
Daiei's group interest-bearing debt as of August totaled Y2.30
trillion. To compress the debt for five years would drop the
figure to a manageable Y1 trillion, company sources said.
Funds for the debt compression are to be sourced out of
additional asset sales and profits from Daiei's mainline retail
operations.
MATSUSHITA ELECTRIC: Joint Ventures Planned With Toshiba
--------------------------------------------------------
Matsushita Electric Industrial Co. will enter into two joint
ventures for the development of two different types of
electronic displays with Toshiba Corp. in April, Japan Times
reported yesterday.
In a bid to cut development and production costs, one of the
joint ventures will integrate the two manufacturers' liquid
crystal display (LCD) operations into one joint company. The
joint company will be 60 percent owned by Toshiba and the
remainder by Matsushita.
The new company has already been projected to gain sales of Y340
billion yen in the 2002, cornering about 12 percent of the
Japan's total LCD market.
The other joint venture will be the procurement of parts and
materials for the production of color cathode ray tubes by the
two companies.
MATSUSHITA ELECTRIC: Reducing Contract Employees By Half
--------------------------------------------------------
In line with its cost-cutting efforts, Matsushita Electric
Industrial Co. aims to cut by half its 16,000 contract workers,
Japan Times reported Thursday.
Regular employees of the company have already been offered early
retirement last month. Employees hired through temp agencies,
clerical workers, sales staff and plant workers are part of the
reduction.
The company expects to post a consolidated net loss of Y68
billion for the fiscal first half until September 30, due to
heavy appraisal losses on its shareholdings.
MAZDA MOTOR: Changes 1H Profit Forecasts
----------------------------------------
Cost cutting efforts and the yen's apparent weakness have caused
Mazda Motor Corp. to expect a group net profit of Y1 billion for
the fiscal first half ended September 30, a complete turnaround
from its previous forecast of a Y9.5 billion net loss projected
last May, the Asian Wall Street Journal reported Wednesday.
The automaker also forecasts a group pretax profit of Y4.5
billion, compared its earlier projection of a Y14 billion loss.
Its revenue projection slid to Y1.038 trillion from the previous
expectation of Y1.070 trillion.
The company credited its encompassing cost reduction measures as
well as the weak yen for the forecast reversal.
NISHI-NIPPON: Moody's Reviews Ratings For Possible Downgrade
------------------------------------------------------------
Moody's Investors Service has placed Nishi-Nippon Bank's Baa2
long-term deposit rating, Prime-2 short-term deposit rating, E+
bank financial strength rating, Baa3 senior unsecured debt
rating, and Ba1 subordinated debt rating under review for
possible downgrade.
This review reflects Moody's increasing concern that future
credit cost pressure may go beyond the bank's estimate, and
further erode its relatively low economic capital. In the review
process, Moody's will focus upon the bank's ability to control
the pressure from additional credit costs going forward.
The review will also examine the effectiveness of the bank's
strategic efforts in improving revenue generation amid unchanged
stiff competition from local regional banks.
These ratings were placed under review for possible downgrade:
Nishi-Nippon Bank, Limited -- Baa2 long-term deposit rating,
Prime-2 short-term deposit rating, E+ bank financial strength
rating, Baa3 senior unsecured debt rating and Ba1 subordinated
debt rating, the prospective rating for senior unsecured debt of
(P) Baa3, subordinated debt of (P) Ba1, and junior subordinated
debt of (P) Ba1.
=========
K O R E A
=========
HYNIX SEMICONDUCTOR: Creditors To Up Aid To W3.8T
-------------------------------------------------
Due to fears that Hynix Semiconductor's restructuring efforts
may fall short of financial expectations, creditors of the
Korean chipmaker are considering increasing the upcoming debt-
for-equity swap amount to P3.8 trillion, the Asian Wall Street
Journal reported Wednesday.
Company officials said that the proposal was brought about by
fears arising from the planned rights offering of W500 billion
and on speculation that the ailing semiconductor firm's
restructuring efforts could fall short of their original target
by a huge W300 billion.
Furthermore, a total of W500 billion of the planned W1 trillion
in new loans may be released earlier than previously expected by
Hynix creditors to be used for facility investment.
HYNIX SEMICONDUCTOR: 3Q Results To Determine Lender Support
-----------------------------------------------------------
Amid increasing fears of losses, Hynix Semiconductor Inc. will
announce its third-quarter financial results this Friday, the
Asian Wall Street Journal reported Wednesday.
The upcoming announcement may determine the amount of financial
support Hynix may receive from its lenders.
Analysts have predicted that the Korean chipmaker will post
miserable results due to a recent downturn in memory-chip
prices. According to the same analysts, of the different
electronics companies in the global market, Hynix is the most
susceptible to price fluctuations because it has a more specific
business portfolio. Other companies have diversified into
computer monitors and handsets.
Many Korean bankers are anticipating Friday's announcement
because they have been arguing about whether to extend up to W1
trillion in additional loans to the semiconductor firm. Hynix is
currently burdened with a total of US$6.63 billion in interest-
bearing debt despite earlier efforts by its creditor banks to
inject multi-billion dollar bailout funds.
HYUNDAI PETROCHEMICAL: Creditors Approve W2T Bailout
----------------------------------------------------
A final bailout package for Hyundai Petrochemical Co. was
approved by its creditors Wednesday, the Asian Wall Street
Journal reported yesterday.
The bailout package provides for the conversion of W300 billion
of its total debt into equity and the rollover of its W1.7
trillion debt for another three years.
A spokesman for Hyundai's main creditor, Hanvit Bank, said, the
debt-swap plan was approved by creditors representing 87.5
percent of the total debt. The rollover proposal on the other
hand, gained the approval of creditors accounting for 87.8
percent of Hyundai's debt.
SEOULBANK: Posts 1st Profit In 5 Yrs
------------------------------------
Seoulbank issued a statement saying it expects to post a net
profit of W104.3 billion for the first nine months of 2001, the
Asian Wall Street Journal reported Thursday.
For the first half of this year, the bank has posted its first
net profit, totaling W71.4 billion, in the last five years. Its
final third-quarter report will also be released by the end of
the month.
Seoulbank had already been the receiving end of a series of
government bailout funds, and in the year 2000 alone, it posted
a net loss of W519.8 billion.
The bank's recent recovery has been attributed by company
officials to a sharp growth in performing and consumer loans.
SEOULBANK: Korean Firm Shows Interest
-------------------------------------
After negotiations with DB Capital Partners collapsed last week,
Seoulbank is currently in the initial stages of negotiating to
sell a stake to a still unnamed Korean company, the Asian Wall
Street Journal reported Thursday.
Denying reports that the Korea Deposit Insurance Corporation-
owned bank is currently in talks with a consortium that includes
four or five Korean companies, officials of Seoulbank said that
the unnamed company that is currently negotiating with the bank
could always form its own consortium with other domestic
companies.
The Financial Services Supervisory Commission said that
alternative plans are in the works to save the ailing financial
institution and the bank is also working to sustain operations
on its own.
===============
M A L A Y S I A
===============
ACTACORP HOLDINGS: Subsidiary Faces Winding-Up Petition
-------------------------------------------------------
Actacorp Holdings Berhad (the Company) informed that their
subsidiary, V-Pile Sistem Sdn Bhd, has been served with a
winding-up petition, details of which are:
1. Date Petition served : 17th October 2001
2. Amount claimed : RM 175,281.30
3. Details of default : The claim is based for the purchase
of Hardwares from Ann Yak Siong Hardwares Sdn Bhd by V-Pile
Sistem Sdn Bhd, a wholly owned subsidiary of the company. The
reason, which led to the filing of the winding-up petition, is
base on claim that V-Pile Sistem Sdn Bhd owed them RM 113,146.03
which judgement was obtained. The winding-up petition is
scheduled to be heard on 8th January 2002.
4. The expected loss : -NIL-
5. Operational and financial impact on the group : -NIL-
6. Step taken : The company is already in communication with
Ann Yak Sion Hardwares Sdn Bhd to resolve the matter prior to
the hearing date 8th January 2002.
Meanwhile, V-Pile Sistem Sdn Bhd has instructed its solicitors
to file an application to strike the petition.
ANSON PERDANA: Units' Hearing Adjourned To January 2002
-------------------------------------------------------
Anson Perdana Berhad, announced that the winding-up petitions
filed by Alliance Bank Malaysia Berhad (formerly known as Multi-
Purpose Bank Berhad) against Sharikat Tanaman Dan Perusahaan
Perak Sdn Bhd and Primason Sdn Bhd, both subsidiaries of the
Company, have been adjourned to 11 January 2002 for hearing.
AUSTRAL AMALGAMATED: Changes Audit Committee
--------------------------------------------
Austral Amalgamated Berhad posted this Notice of Change In Audit
Committee:
Date of change : 12/10/2001
Type of change : Resignation
Designation : Director
Directorate : Executive
Name : Tow Kong Liang
Age : 50
Nationality : Malaysian
Qualifications : Businessman
Working experience and occupation: Well-established businessman
with wide experience in property development.
Businessman
Directorship of public companies (if any): Austral Amalgamated
Berhad - (Special Administrators Appointed)
RNC Corporation Berhad
Family relationship with any director and/or major shareholder
of the listed issuer: Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries: Direct interest - 34,587
Indirect interest - 2,100,000
Composition of Audit Committee (Name and Directorate of members
after change): Encik Mohd. Fauzilan Bin Mat Nor
Mr. Lai Weng Kong
Mr. Arulananda K. Manickam
BERJAYA SPORTS: SC Extends Rights Issue Completion Time
-------------------------------------------------------
Commerce International Merchant Bankers Berhad (CIMB) on behalf
of the Board of Directors of Berjaya Sports Toto Berhad (BTOTO
or Company), announced, with reference to the announcement made
on 18 April 2001 relating to the Proposals, that the Securities
Commission (SC) had, via their letter dated 17 October 2001,
approved the extension for the completion of the Proposed Rights
Issue to 15 April 2002.
The SC had previously on 16 April 2001 granted its approval for
the Proposed Rights Issue wherein the Proposed Rights Issue
should be completed latest by 15 October 2001.
The PROPOSALS refers to:
* Proposed Distribution of Special Cash Dividend to all
Shareholders of BTOTO (Proposed Special Dividend);
* Proposed Renounceable Rights Issue of up to RM769.693
Million Nominal Value 10-Year 8% Irredeemable Convertible
Unsecured Loan Stocks (ICULS) at 100% of its Nominal Value on
the Basis of RM27 Nominal Value if ICULS for every 20 existing
ordinary Shares of Rm1.00 each held (Proposed Rights Issue); and
* Proposed Increase in the authorized Share Capital of BTOTO
from RM1 billion comprising 1B ordinary Shares of RM1.00 each to
RM2 billion comprising 2B ordinary Shares of RM1.00 each
(Proposed Increase In Authorized Share Capital)
* Proposed Repayment Scheme of Inter-Company Advances owing by
Berjaya Land Berhad (B-Land) consequential thereof (Proposed
Repayment Scheme)
DRB-HICOM: Shareholders Approve Proposals' Resolutions At EGM
-------------------------------------------------------------
On behalf of the Board of Directors of DRB-HICOM Berhad (DRB-
HICOM), Alliance Merchant Bank Berhad (formerly known as Amanah
Merchant Bank Berhad) announced that the ordinary resolutions
pertaining to the Proposals were approved by the shareholders of
DRB-HICOM at the Extraordinary General Meeting held on 17
October 2001.
The PROPOSALS comprise:
* Proposed disposal of 174,176,464 ordinary shares of RM1.00
each representing the entire equity interests in Gadek Capital
Berhad to Malton Corporation Sdn Bhd (formerly known as Malton
Hotel Management Sdn Bhd) for a total cash consideration of
RM480,000,000.00
* Proposed grant of option to Y. Bhg Dato' Tik Mustaffa
GEAHIN ENGINEERING: Awaits White Knight's Restructuring Plan
------------------------------------------------------------
Geahin Engineering Berhad is still awaiting advice from their
would-be White Knight, Lembaga Tabung Haji, on their detailed
restructuring plan.
Meanwhile, the Board has also appointed Arthur Andersen
Corporate Advisory Sdn. Bhd. to be the corporate adviser to work
out with two (2) other White Knights the concrete restructure
plans pursuant to the requirements under Practice Note
No.4/2001.
The Company believes the plans will be concluded and all
relevant agreements pertaining thereto will be signed and
executed before or on the extended time period up to 25 October,
2001 and the same will be announced to the Exchange in due
course.
MECHMAR CORPORATION: Unit Disposes Of Three Land Parcels
--------------------------------------------------------
Mechmar Corporation (Malaysia) Berhad (the Company) announced
that Sri Komakmur Sdn Bhd, a 51% owned subsidiary of the Company
is the registered owner of three parcels of freehold land held
under HS (D) 70345 PT No 3645, HS (D) 70349 PT No 3650, and HS
(D) 70353 PT NO 3657. The parcels comprise approximately 116,
325 sq meters, 13,482.298 sq meters and 1506.838 sq meters,
respectively, all in the Mukim of Setapak Daerah Kuala Lumpur
Negeri Wilayah Persekutuan (hereinafter called the said lands).
Sri Komakmur Sdn Bhd, a housing developer, has entered into a
Sales & Purchase agreement with Platinum Victory Sdn Bhd, a
private company incorporated in Malaysia whose registered
business address is 38, Lorong Yap Hin, Off Jalan Pasar, 55100
Kuala Lumpur, to sell the land for a cash consideration of RM 45
million.
The disposal specifically excludes two portions of land
measuring 19,224 sq ft approved for a Petronas gas station and
measuring 32,123 sq ft approved for an ESSO gas station which
forms part of main title held under HS (D) 70345 PT NO 3645 .
There is no valuation report on the said lands and the
consideration was arrived at basing on present market value of
the amended layout plan submitted to DBKL and on a willing buyer
willing seller understanding.
Details of Development
Sri Komakmur has submitted a duly amended layout plan for the
development of 2 pieces of the said lands comprising of:
a) Land held under HS (D) 70345 PT 3645 for:
i) 3 story blocks comprising 38 units of shop house /office
ii) 8 blocks of medium cost apartments comprising 1900 units
iii) A portion thereof measuring 19,224 sq ft approved for a
Petronas gas station (Portion A)
iv) A portion thereof measuring 32,123 sq ft approved fro an
ESSO gas station. (Portion B)
b) Land held under HS (D) 70349 PT 3650 for:
1 block of low cost apartment comprising 266 units
Details of Purchaser
Name of Company: Platinum Victory Sdn Bhd
Date of Incorporation: 11 July 2001
Issued and Paid Up Capital: RM 2.00
Directors: Gan Yu Chai and Tan Ai Chong
Shareholders: Gan Yu Chai and Tan Ai Chong
Core Business: Property Developer
Mode of Payment
Upon signing the Sales & Purchase agreement RM 3.0 M
Within 30 days from date of S & P RM 1.0 M
On or before 75 days from date of S & P RM 2.5 M
On or before 105 days from date of S & P RM 2.5 M
On or before Completion date to redeem title (AMBB) RM 20.0M
On or before Completion date (balance to be adjusted) RM3.175M
On or before Completion date RM 7.0 M
On or before Completion date RM5.825M
a. Balance RM3.175 M will be adjusted depending on redemption
sum payable to AMBB.
b. The RM 7 M will be utilized to pay outstanding contractual
obligations relating to the said lands.
c. The RM 5.825 M will be utilized to relocate 32 Squatters on
the said lands as per Settlement agreements with the Squatters.
d. Completion date is 4 months from S & P date with an automatic
extension period of 2 months.
Rationale
The purpose of this sale is to raise cash to repay bank
borrowings and to settle outstanding contractual obligations
related directly to the said lands.
Financial Effect of the Disposal
If evaluated against the latest published audited accounts as of
31 December 2000, the disposal will decrease the consolidated
NTA by 4.4 sen and will decrease the consolidated EPS for
financial year ended 31 December 2000 by 4.6 sen.
The net book value of the property totals RM 51,587,087 and the
group are expected to net a loss of RM6, 587,087 from the said
disposal.
The land was originally bought in Feb 1995 at a cost of RM
19,132,383 and the interest and development costs incurred to
date amounts to RM 24,773,766.
Approvals Required
The sale is subject to the approval of FIC and the shareholders
of the Company at an EGM to be convened at a later date.
Salient Features of the Sales & Purchase Agreement
i) The 3 pieces of land are to be sold inclusive of the DBKL
Approval for the amended Layout Plan but exclusive of Portion A
(sold to ESSO) and Portion B (intended sale to Petronas) as
stated under item 2 (iii) and 2 (iv) above free of encumbrances.
Sri Komakmur is however responsible for the costs of subdividing
the titles for the Purchaser, ESSO and Petronas.
ii) The Purchaser will arrange the purchase of 25 condominiums
units at Pelangi Kondominium and 5 units of bungalow units at
Bukit Beruntung to relocate 30 squatters and pay cash
compensation to 2 squatters totaling RM 5.825 million as agreed
to be part of the consideration for the disposal.
Directors and Substantial Shareholders Interest
None of the Directors and /or substantial shareholder and /or
persons connected to Directors and /or substantial shareholders
of Mechmar Group has any interest, either direct or indirect in
the proposed sale of lands.
Directors Recommendation
The Board of Directors has approved the said sale on 10 October
2001 and is of the opinion that the proposed sale is in the best
interest of the Company.
PAN MALAYSIA: PM Securities Faces Writ Of Summons
-------------------------------------------------
Pan Malaysia Capital Berhad (PM CAP or the Company) informed
that Leong Kok Wah's (the Plaintiff) solicitors recently served
PM Securities Sdn Bhd's (PMS or the Defendant), a 99.99% owned
subsidiary of PM CAP, solicitors a Writ of Summons dated 30
August 2001 together with a Statement of Claim. PMS's solicitors
have accordingly filed and served a Memorandum of Appearance on
5 October 2001. The Defense will be filed in due course.
DETAILS OF THE CLAIMS
Pursuant to the Statement of Claim, the Plaintiff is claiming:
a. the sum of RM15,371,265.65, being the commission earned by
Plaintiff from the securities dealt by the Plaintiff on behalf
of the Defendant;
b. the sum of RM357,400.00, being the aggregate of the
Dealing Director's fee and the Basic Monthly Payment due and
owing by the Defendant to the Plaintiff;
c. the sum of RM12,000.00 per annum from 2002 until such time
as the Court shall deem fit;
d. the sum of RM9,100.00 per month from August 2001 until
such time that the Court shall deem fit;
e. general damages;
f. interest at the rate of prevailing cost of funds from 1
February 2000 until the date of judgement and thereafter 8% per
annum from the date of judgement until full settlement of the
aforesaid claims or at such other rate the Court shall deem fit;
g. further and other relief; and
h. costs.
BACKGROUND INFORMATION ON THE PLAINTIFF
The Plaintiff was appointed on the Board of PMS on 25 January
1992 and is currently a Director. The Plaintiff holds 5 ordinary
shares of RM1/- in PMS.
The Plaintiff was a Director of PM Cap until his resignation on
31 May 2001. The Plaintiff holds 3,452,500 ordinary shares of
RM1/- in PM Cap, representing 1.36% of the total issued and
paid-up ordinary share capital of PM Cap.
BACKGROUND INFORMATION ON THE DEFENDANT
PMS is a 99.99%-owned subsidiary of PM Cap. PMS is a private
limited company incorporated in Malaysia on 7 January 1981 with
an authorized share capital of RM800,000,000/- comprising
600,000,000 ordinary shares of RM1/- each and 200,000,000
redeemable non-convertible preference shares of RM1/- each, of
which 291,448,168 ordinary shares and 174,048,160 redeemable
non-convertible preference shares have been issued and fully
paid-up. PMS is principally engaged in the business of stock
brokering.
SASHIP HOLDINGS: Posts EGM, 26th AGM Resolutions
------------------------------------------------
The Board of Directors of Saship Holdings Berhad (SHB), formerly
known as Westmont Industries Berhad, stated that these
resolutions were passed at the Extraordinary General Meeting
held Tuesday:
ORDINARY RESOLUTION I
- PROPOSED RESTRUCTURING SCHEME UNDER SECTION 176 OF THE
COMPANIES ACT, 1965
THAT subject to the sanction of the High Court of Malaya and the
approval of any other relevant authority, approval be and is
hereby given for the implementation under section 176 of the
Companies Act, 1965 of a scheme of arrangement of the Company
entailing:
(a) a capital reduction of the Company whereby the issued and
paid-up share capital of the Company of RM233,100,776 divided
into 233,100,776 ordinary shares of RM1.00 each shall be reduced
to RM46,620,155 comprising 233,100,776 ordinary shares of RM0.20
each through the cancellation of RM0.80 of the par value of each
existing share giving rise to a credit of RM186,480,621 which
would be utilized to reduce the company's audited accumulated
losses as at 31 December 2000 of RM520.471 million and
thereafter, a consolidation of the 233,100,776 ordinary shares
of RM0.20 in such manner that every five (5) ordinary shares of
RM0.20 each shall constitute one (1) ordinary share of RM1.00
each upon which the sum of RM1.00 shall be credited as having
been paid up;
(b) a share premium account reduction of the company whereby
an amount totaling RM206,425,236 as at 31 December 2000 in the
share premium account will be utilized to reduce the accumulated
losses of the company as at 31 December 2000;
(a) and (b) to be collectively known as "Proposed Capital and
Share Premium Account Reduction".
(c) a special issue of 120,000,000 new SHB Shares in the
company, of which 85,000,000 new SHB Shares will be allocated to
Magnani Holdings (M) Sdn. Bhd. (MHSB) while 35,000,000 new SHB
Shares will be allocated to Benari Kenari Sdn. Bhd. (Benari),
being an investor who have no connection with Dato' Chong Chek
Ah, who was a past director but a substantial shareholder of
SHB, or any parties acting in concert with him (Independent
Investor), at par for cash upon completion of the Proposed
Capital and Share Premium Account Reduction as mentioned above
(Proposed Special Issue);
(d) a capital reduction of Sabah Shipyard Sdn. Bhd. (SASHIP),
a subsidiary of the Company whereby the issued and paid-up share
capital of SASHIP of RM241,250,000 divided into 241,250,000
ordinary shares of RM1.00 each shall be reduced to RM12,062,500
comprising 241,250,000 ordinary shares of RM0.05 each giving
rise to a credit of RM229,187,500 which would be utilized to
reduce SASHIP's audited accumulated losses as at 31 December
2000 of RM759.333 million and thereafter, a consolidation of the
241,250,000 ordinary shares of RM0.05 in such manner that every
twenty (20) ordinary shares of RM0.05 each shall constitute one
(1) ordinary share of RM1.00 each upon which the sum of RM1.00
shall be credited as having been paid up;
(e) a share premium account reduction of SASHIP whereby an
amount totaling RM1,131,000 as at 31 December 2000 in the share
premium account will be utilized to reduce the accumulated loses
of SASHIP as at 31 December 2000;
(d) and (e) to be collectively known as "Proposed Capital and
Share Premium Reduction of SASHIP".
(f) a proposed debt-equity swap between SASHIP and SHB upon
the completion of the Proposed Capital and Share Premium
Reduction of SASHIP as mentioned in (d) and (e) above whereby
the amount owing by SASHIP to SHB in respect of the advances for
SASHIP's working capital requirements totaling RM196,380,000 as
at 31 December 1998 will be capitalized as 196,380,000 new
ordinary shares of RM1.00 each in SASHIP, credited as fully
paid-up, at par ("Proposed Debt-Equity Swap between SASHIP and
SHB");
(g) a proposed SASHIP rights issue upon completion of the
Proposed Capital and Share Premium Reduction of SASHIP and the
Proposed Debt-Equity Swap between SASHIP and SHB as mentioned in
(d), (e) and (f) above whereby SASHIP will implement a rights
issue of 106,000,000 new ordinary shares of RM1.00 each in
SASHIP at par on the basis of approximately 100 new ordinary
shares of RM1.00 each in SASHIP for every 228 existing ordinary
shares of RM1.00 each held in SASHIP ("Proposed SASHIP Rights
Issue");
(h) proposed waiver from any obligation to undertake a
mandatory general offer pursuant to the Malaysian Code on Take-
Overs and Merger, 1998 for the remaining shares in the Company
not already owned by MHSB upon completion of the Proposed
Special Issue ("Proposed Waiver");
(i) a compromise with the secured creditors/debenture holders
of SASHIP pursuant to which there shall be:
i) a waiver of all interest accrued including penalties,
fees and other charges whatsoever after the cut-off date of 30
September1998 up to the estimated effective date of 1 January
2002 of RM82.579 million;
ii) a cash payment of 25% of the secured SASHIP debt
accrued up to the cut-off date of 30 September 1998. The cash
payment is derived from the proceeds of the Proposed SASHIP
Rights Issue;
iii) a conversion of the balance of 75% of the secured
SASHIP debt accrued up to the cut-off date of 30 September 1998
into Restructured Term Loan (RTL) repayable quarterly in three
(3) years. The source of fund to repay the RTL will be derived
from the sale proceeds received in respect of the disposals of
power barges Victoria II and III and from the Group's operations
i.e. ship repair, shipbuilding and offshore oil and gas platform
fabrication work; and
iv) an issuance of new SHB Warrants based on one (1)
Warrant for every RM2.00 of interest to be waived as referred to
in item (i) above. The number of new SHB Warrants will be issued
at no cost for the purpose of compensation to the secured
creditors/debenture holders of SASHIP on the amount of interest
waived from the cut-off date of 30 September 1998 to the
effective date;
(j) a compromise with the partially secured creditors of
SASHIP pursuant to which there shall be:
i) a waiver of all interest accrued including penalties,
fees and other charges whatsoever after the cut-off date of 15
January 1998 up to the estimated effective date of 1 January
2002 of RM29.279 million;
ii) a waiver of 20% of partially secured SASHIP debt and
interest accrued up to the cut-off date of 15 January 1998 of
RM12.266 million;
iii) a cash payment of 20% of partially secured SASHIP debt
accrued up to the cut-off date of 15 January 1998. The cash
payment is derived from the proceeds of the Proposed SASHIP
Rights Issue;
iv) a conversion of the balance of 60% of the partially
secured SASHIP debt accrued up to the cut-off date of 15 January
1998 into RTL repayable quarterly in five (5) years. The source
of fund to repay the RTL will be derived from the sale proceeds
received in respect of the disposals of power barges Victoria II
and III and from the Group's operations i.e. ship repair,
shipbuilding and offshore oil and gas platform fabrication work;
and
v) an issuance of new SHB Warrants based on one (1) Warrant
to be issued for every RM2.00 of partially secured SASHIP debt
and interest to be waived as referred to in item (i) and (ii)
above. The number of new SHB Warrants will be issued at no cost
for the purpose of compensation to the partially secured
creditors of SASHIP on the amount of partially secured SASHIP
debt waived as at the cut-off date of 15 January 1998 and
interest waived from the cut-off date of 15 January 1998 to the
effective date;
(k) a compromise with the unsecured creditors of SASHIP
pursuant to which there shall be:
i) a waiver of all interest accrued including penalties,
fees and other charges whatsoever after the cut-off date of 15
January 1998 up to the estimated effective date of 1 January
2002 of RM87.798 million;
ii) a cash payment of up to RM20,000 whereby creditors
whose debts are RM20,000 or less will receive the unsecured
SASHIP debt accrued up to the cut-off date of 15 January 1998
will receive the total amount owing as full and final discharge
for their debts. The cash payment is derived from the proceeds
of the Proposed SASHIP Rights Issue;
iii) a waiver of 30% of the unsecured SASHIP debt accrued
up to the cut-off date of 15 January 1998, after the initial
payment of RM20,000;
iv) a further cash payment equivalent to 10% of the
unsecured SASHIP debt after payment of the initial RM20,000 in
cash. The cash payment is also derived from the proceeds of the
Proposed SASHIP Rights Issue;
v) a conversion of the balance equivalent to 60% of the
unsecured SASHIP debt accrued up to the cut-off date of 15
January 1998 into Redeemable Convertible Loan Stocks ("RCLS")
based on RM1.00 nominal value for every RM1.00 unsecured SASHIP
debt outstanding after the cash payments and waiver of debt and
interest referred to in item (ii)-(iv) above; and
vi) an issuance of new SHB Warrants based on one (1)
Warrant to be issued for every RM2.00 of debt and interest to be
waived as referred to in item (i) and (iii) above. The number of
new SHB Warrants will be issued at no cost for the purpose of
compensation to the unsecured SASHIP creditors on the amount of
unsecured SASHIP debt waived as at the cut-off date of 15
January 1998 and interest waived from the cut-off date of 15
January 1998 to the effective date;
(l) a compromise with the partially secured creditors of SHB
pursuant to which there shall be:
i) a waiver of all interest accrued including penalties,
fees and other charges whatsoever after the cut-off date of 15
January 1998 up to the estimated effective date of 1 January
2002 of RM0.284 million;
ii) a waiver of 20% of the partially secured SHB debt
accrued up to the cut-off date of 15 January 1998 of RM0.118
million;
iii) a cash payment of 20% of the partially secured SHB
debt accrued up to the cut-off date of 15 January 1998. The cash
payment is derived from the proceeds of the Proposed Special
Issue;
iv) a conversion of the balance of 60% of the partially
secured SHB debt accrued up to the cut-off date of 15 January
1998 into RTL repayable quarterly in five (5) years. The source
of fund to repay the RTL will be derived from the sale proceeds
received in respect of the disposals of power barges Victoria II
and III and from the Group's operations i.e. ship repair,
shipbuilding and offshore oil and gas platform fabrication work;
and
v) an issuance of new SHB Warrants based on one (1) Warrant
to be issued for every RM2.00 of partially secured SHB debt and
interest to be waived as referred to in item (i) and (ii) above.
The number of new SHB Warrants will be issued at no cost for the
purpose of compensation to the partially secured SHB creditors
on the amount of partially secured SHB debt waived as at the
cut-off date of 15 January 1998 and interest waived from the
cut-off date of 15 January 1998 to the effective date;
(m) a compromise with the unsecured creditors of SHB pursuant
to which there shall be:
i) a waiver of all interest accrued including penalties,
fees and other charges whatsoever after the cut-off date of 15
January 1998 up to the estimated effective date of 1 January
2002 of RM30.887 million;
ii) a cash payment of up to RM20,000 whereby creditors
whose debts are RM20,000 or less of the unsecured SHB debt
accrued up to the cut-off date will receive the total amount
owing as full and final discharge of their unsecured SHB debt.
The cash payment is derived from the proceeds of the Proposed
Special Issue;
iii) a waiver of 30% of the unsecured SHB debt accrued up
to the cut-off date of 15 January 1998, after the initial
payment of RM20,000;
iv) a further cash payment equivalent to 10% of the
unsecured SHB debt after payment of the initial RM20,000 in
cash. The cash payment is derived from the proceeds of the
Proposed Special Issue;
v) a conversion of the balance equivalent to 60% of the
unsecured SHB debt accrued up to the cut-off date of 15 January
1998 into RCLS based on RM1.00 nominal value for every RM1.00
unsecured SHB debt outstanding after the cash payments and
waiver of debt and interest referred to in item (ii)-(iv) above;
and
vi) an issuance of new SHB Warrants based on one (1)
Warrant to be issued for every RM2.00 of unsecured SHB debt and
interest to be waived as referred to in item (i) and (iii)
above. The number of new SHB Warrants will be issued at no cost
for the purpose of compensation to the unsecured SHB creditors
on the amount of unsecured SHB debt waived as at the cut-off
date of 15 January 1998 and interest waived from the cut-off
date of 15 January 1998 to the effective date;
(n) in respect of the corporate guarantees of SHB issued to
the relevant Scheme Creditors in relation to their respective
debts under the Proposed Composite Scheme of Arrangements, these
shall remain but can only be enforced against SHB for any
default arising from any breach of terms under the Proposed
Composite Schemes of Arrangements. As at 31 December 2000, the
corporate guarantees issued by SHB amounted to approximately
RM563.800 million;
AND THAT the Directors be and are hereby authorized to do all
such acts, deeds and things as are necessary to give full effect
to and to complete the scheme of arrangement with full power to
assent to any conditions, modifications, variations and/or
amendments as may be approved by the relevant authorities.
ORDINARY RESOLUTION II
(A) PROPOSED SPECIAL ISSUE
"THAT subject to the approvals of the relevant authorities,
approval be and is hereby given to the Directors of the Company
to allot and issue 120,000,000 new SHB Shares at par in cash by
way of a Special Issue AND THAT 85,000,000 new SHB Shares issued
pursuant to the Proposed Special Issue to be subscribed by MHSB
while the remaining 35,000,000 shall be placed out by SHB to
Benari, being an Independent Investor AND THAT the said
120,000,000 new ordinary shares in the company shall upon
allotment and issue rank pari passu in all respects with the
ordinary shares in the Company after the Proposed Capital and
Share Premium Account Reduction except that they will not be
entitled to any dividend that may be declared in respect of the
financial year ended 31 December 2000 AND THAT the proceeds
raised from the Proposed Special Issue shall be utilized for the
subscription to the Proposed SASHIP Rights Issue of
RM106,000,000, cash settlement to SHB scheme creditors of
RM6,752,000, restructuring expenses of RM4,000,000 and working
capital of RM3,248,000 AND THAT the Directors of the Company be
and are hereby authorized to sign, do and execute all document,
acts and things as are or may be required for or in connection
with or to give effect to the Proposed Special Issue and/or
amendments of terms in any manner as the Directors deem fit or
as may be stipulated or required by any relevant authorities and
do such acts and things as they may consider necessary and
expedient in the best interest of the Company."
(B) PROPOSED ISSUANCE OF NEW SECURITIES PURSUANT TO THE PROPOSED
COMPOSITE SCHEME OF ARRANGEMENTS
"THAT the Directors be and are hereby authorized to:
a) allot and issue RM207.130 million nominal value of RCLS on
such terms and conditions as set out in a Trust Deed
constituting the RCLS, such amount of nominal value of RCLS
equivalent to the unsecured debt outstanding after the cash
payments and waiver of debt and interest accrued up to the
relevant cut-off date as full and final settlement of part of
the unsecured debt outstanding pursuant to the Proposed Scheme
of Arrangement under Section 176 of the Companies Act, 1965
involving SHB and SASHIP and their respective scheme creditors
and that all fractions of the RCLS shall be dealt with in such
manner as the Directors of the Company may deem fit AND THAT the
trustee shall utilize the sinking fund to redeem the RCLS on 31
March of each year, commencing from 31 March 2004, in multiples
of RM1,000 subject to funds being available in the sinking fund
AND THAT the redemption rate is dependent on the availability of
funds in the sinking fund AND THAT every RM1.00 nominal value of
RCLS is convertible into one (1) new SHB ordinary share of
RM1.00 each at par at any time commencing 24 months after the
issuance date and up to the date falling five (5) years from the
date of issue of the RCLS ("Maturity Date") and the RCLS shall,
unless previously converted or redeemed, be automatically
converted by the Company on the same basis into new ordinary
shares of the Company at the Maturity Date;
b) allot and issue new ordinary shares of RM1.00 each of the
Company, credited as fully paid, to holders of the RCLS which
are to be issued in accordance with (a) above in respect of
their rights to convert the RCLS into new ordinary shares AND
THAT the new ordinary shares of the Company to be issued upon
the conversion of the RCLS shall upon allotment and issue, rank
pari passu in all respects with the then existing ordinary
shares of the Company except that they shall not be entitled to
any dividends, rights, allotment and/or other distributions, the
entitlement date of which precedes the relevant conversion date
of RCLS;
c) allot and issue on such terms and conditions as the
Directors may determine and to be set out in a Deed Poll
constituting the Warrants, such amount of Warrants of 173.388
million which is equivalent to the amount of principal debt and
interest waived calculated up to the effective date and on the
basis of one (1) warrant for every RM2.00 principal debt and
interest waived and that all fractions of the warrants shall be
dealt with in such manner as the Directors of the Company may
deem fit AND THAT each Warrant will carry the right to
subscribe, at any time during the period of four and a half (4«)
years commencing from the date of issue of the warrants for one
(1) new ordinary share in the Company at the subscription price
of RM1.00;
d) allot and issue such further Warrants as a consequence of
the adjustments under the provisions in the Deed Poll and/or
condition, modification, revaluation, variation and/or amendment
(if any) as may be imposed by the relevant authorities or as may
be required by the Directors and such warrants shall be treated
as equal in all respects and form part of the same series as the
Warrants;
e) allot and issue new ordinary shares of RM1.00 each of the
Company, credited as fully paid-up to the holders of the
Warrants in respect of their rights to subscribe for new
ordinary shares under the Warrants held by them and such further
Warrants as a consequence of the adjustments referred to in
paragraph (d) above, AND THAT the new ordinary shares of the
Company to be issued to the warrant holders upon payment of the
subscription price shall upon allotment and issue, rank pari
passu in all respects with the then existing ordinary shares of
the Company, except that they will not be entitled to any
dividends, rights, allotments and/or other distributions, the
entitlement date of which precedes the relevant subscription
date of the Warrant;
f) apply for the listing of and quotation for all the
Warrants and the new ordinary shares on conversion of the RCLS
and exercise of the Warrants AND THAT the listing of the
Warrants shall not be a condition of the Proposed Composite
Scheme of Arrangement and failure to obtain such listing shall
not effect the scheme of arrangement proposed and approved
pursuant to the scheme for the unsecured creditors of SASHIP and
SHB;
AND THAT the Directors for the time being of the Company be and
are hereby authorized to give effect to the proposed issue of
new securities with full power to assent to any condition,
modification, variation and/or amendments as may be imposed by
the relevant government/regulatory authorities."
(C) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
"THAT the authorized share capital of the Company be increased
from RM500,000,000 comprising 500,000,000 SHB Shares to
RM750,000,000 comprising 750,000,000 SHB Shares by the creation
of an additional 250,000,000 new SHB Shares to rank pari passu
in all respects with the existing shares in the capital of the
Company and in consequence thereof, the Memorandum and Articles
of Association of the Company be so amended accordingly."
SPECIAL RESOLUTION I
- CAPITAL AND SHARE PREMIUM ACCOUNTS REDUCTION AND CONSOLIDATION
"THAT subject to the approvals of the relevant authorities:
a) the issued and paid-up share capital of SHB be reduced from
RM233,100,776 divided into 233,100,776 ordinary shares of RM1.00
each to RM46,620,155 divided into 233,100,776 ordinary shares of
RM0.20 each and that such reduction be effected by canceling
capital to the extent of RM0.80 per share upon each of the
233,100,776 ordinary shares of RM1.00 each which have been
issued, and are now outstanding and by reducing the nominal
amount of all shares in the capital of SHB from RM1.00 to RM0.20
per share and the resulting credit of approximately
RM186,480,621 together with the share premium account of SHB
totaling RM206,425,236 as at 31 December 2000 will be utilized
to reduce SHB's audited accumulated losses as at 31 December
2000 of RM520.471 million; and
b) upon the aforesaid reduction of capital and share premium
accounts taking effect, the issued and paid-up share capital of
the SHB be consolidated in such manner that every five (5)
ordinary shares of RM0.20 each shall constitute one (1) ordinary
share of RM1.00 each upon which the sum of RM1.00 shall be
credited as having been paid up, thereby consolidating
233,100,776 ordinary shares of RM0.20 each into 46,620,155
ordinary shares of RM1.00 each and that the fractions thereof
shall be disregarded and dealt with by the directors at their
sole and absolute discretion;
AND THAT the Directors be and are hereby authorized to do all
such acts, deeds and things as are necessary to give full effect
to and to complete the capital and share premium accounts
reduction and subsequent consolidation with full power to assent
to any conditions, modifications, variations and/or amendments
as may be required by the relevant authorities."
2. TWENTY-SIXTH ANNUAL GENERAL MEETING (AGM)
At the Twenty-Sixth AGM convened all the resolutions including
the re-election of Brigadier General (R) Dato' Mohd Fahami bin
Hussain and Tn Hj Mohd Zaki bin Hamzah were approved.
The Board of Directors of SHB is now comprised of these
Directors:
1. Dato' Mohd Nor bin Abdul Wahid
2. Brigadier General (R) Dato' Mohd Fahami bin Hussain
3. Tn Hj Mohd Zaki bin Hamzah
The following special business resolutions were also unanimously
passed:
1. ORDINARY RESOLUTION
- Authority to Allot Shares pursuant to Section 132D of the
Companies Act, 1965
"THAT pursuant to Section 132D of the Companies Act, 1965 and
subject always to the approval of the relevant authorities, the
Directors be and are hereby empowered to issue shares in the
Company from time to time and upon such terms and conditions and
for such purposes as the Directors may deem fit provided that
the aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the issued share capital of
the Company for the time being and that the Directors be and are
also empowered to obtain the approval for the listing of and
quotation for the additional shares so issued on the Kuala
Lumpur Stock Exchange and that such authority shall continue in
force until the conclusion of the next Annual General Meeting of
the Company".
2. SPECIAL RESOLUTION
- Proposed Amendments to the Articles of Association
"THAT the proposed alterations, modifications, additions or
deletions to the Articles of Association of the Company as
contained in the Appendix A set out in Annual Report be hereby
approved".
SRI HARTAMAS: Extends Units' Moratorium Period To Oct 17 2002
-------------------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB) (Special
Administrators Appointed), who are also the appointed Special
Administrators of Puncak Permata Sdn Bhd (Special Administrators
Appointed), Mawar Tiara Sdn Bhd (Special Administrators
Appointed), Cempaka Mewah Sdn Bhd (Special Administrators
Appointed), Mewah Rembang Sdn Bhd (Special Administrators
Appointed), all wholly-owned subsidiary companies of SHB and
herein referred to as "the Companies"), announced that the
moratorium under Section 41 of the Act which took effect from 18
October 2001, i.e. the date of the appointment of the Special
Administrators over the Companies, has been extended to 17
October 2002.
The extension is pursuant to Section 41(3) of the Act. During
the period of the moratorium, no creditor may take action
against the Companies except in accordance with Section 41 of
the Act. All dealings and enquiries may be directed to the
Special Administrators.
TECHNOLOGY RESOURCES: Accepts Naluri's Conditional Offer
--------------------------------------------------------
The Board of Directors of Technology Resources Industries Berhad
( the "Company" or TRI) announced that the Company has accepted
the conditional offer from Naluri Berhad (Naluri) to participate
in the Proposed Restricted Issue as announced by Naluri on 1
August 2001 subject to the following revised conditions in
respect of the Proposed Rights Issue:
a) TRI having obtained irrevocable undertakings from the
shareholders to subscribe for the Proposed Rights Issue; and
b) TRI having executed the underwriting agreements with the
underwriters to underwrite the Proposed Rights Issue shares
other than those shares undertaken by the shareholders above.
=====================
P H I L I P P I N E S
=====================
RFM CORPORATION: San Miguel Seeks Lower Price For Unit
------------------------------------------------------
Following its just-concluded due diligence on RFM Corporation's
soft drink unit Cosmos Bottling Corp., San Miguel Corp. is now
negotiating with RFM for a possible reduction of the purchase
price for Cosmos, PRNewsasia reports October 18.
Last August, a memorandum of understanding was entered into
between RFM and San Miguel for the purchase of the former's 83.2
percent stake at Cosmos for a reported P15 billion.
Company sources say that talks are still ongoing, and no
agreements have yet been met regarding the matter. San Miguel is
asking for a reduced price because RFM has to take into account
some charges such as taxes arising from Cosmos' acquisition.
RFM CORPORATION: Shares Down As Sale Is Delayed
-----------------------------------------------
Following reports that San Miguel Corporation is negotiating for
a price reduction for the purchase of RFM Corporation subsidiary
Cosmos Bottling Corporation, shares of both companies went down
sparked by fears that there would be a delay in the sale, the
Asian Wall Street Journal reports Thursday.
San Miguel's B-shares went down Wednesday by 2.3 percent at P43
on 176,900 traded, while RFM's went down by 7.5 percent at P1.74
on 765,000 shares traded.
On Wednesday San Miguel completed due diligence on RFM's Cosmos
subsidiary and it is now in talks with RFM regarding a possible
price adjustment.
SHEMBERG BIOTECH: Court Throws Out Closure Bid
----------------------------------------------
The Regional Trial Court of Cebu City has denied petitions by
creditor banks of Shemberg Biotech Corporation (SBC) to close
down the carageenan-supplier due to its unsettled debts, The
Freeman, a local daily, reported yesterday.
The court, during its deliberation found that the conditions for
the rehabilitation petition filed by SBC, met required
standards. The court also noted that the company should not be
closed down yet because it has a market for its products, and if
given sufficient time, could pay off its debts and obligations
of P1 billion.
The six creditor banks that filed their opposition to the
rehabilitation were Bank of the Philippine Islands, Standard
Chartered Bank, United Coconut Planters Bank, Asian Development
Bank, CDC Group the DEG or Deutsche Investitiions und
Entwicklungsgesselschaft mbH.
===============
T H A I L A N D
===============
NARONG SEAFOOD: Files Business Reorganization Petition
------------------------------------------------------
Frozen seafood producer & seller Narong Seafood Company
Limited's (DEBTOR) Petition for Business Reorganization was
filed in the Central Bankruptcy Court:
Black Case Number 464/2543
Red Case Number 516/2543
Petitioner: NARONG SEAFOOD COMPAMY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,242,382,345.37
Planner: Piphat and Association Office Limited
Date of Court Acceptance of the Petition: June 14, 2000
Date of Examining the Petition: July 10, 2000 at 9.00 AM
Court Order for Business Reorganization and Appointment of
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: July 20, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: August 15,
2000
Deadline for the Planner to submit the Business Reorganization
Plan to the Official Receiver: November 15, 2000
Planner postponed the date for submitting the Plan #1st:
December 15, 2000
Planner postponed the date for submitting the Plan #2nd: January
15, 2001
Appointment Date of the Creditors' meeting for the Plan
Consideration: March 23, 2001 at 9.30 am. Convention Room no.
1105, 11th Floor Bangkok Insurance Building, South Sathorn Rd.
The Meeting of Creditors had passed the resolution accepting the
reorganization plan pursuant to section 90/46
Court had issued an Order for Accepting the reorganization plan:
April 24, 2001 and appointed Ms. Vanida Piboontanaphutana to be
the Plan Administrator
Announcement of Court Order for Accepting the Reorganization
Plan in Matichon Public Company Limited and Siam Rath Company
Limited: May 2, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette: June 5, 2001
Contact: Ms. Amornrat Tel 6792525 Ext. 132
SAHAMITR PRESSURE: SET Lifts `SP' Sign
--------------------------------------
Sahamitr Pressure Container Public Company Limited (SMPC) has
completed its debt restructuring agreement with more than 50%
worth of total debts restructured. Its shareholders also
approved SMPC's rehabilitation plan on September 28,2001.
Finally, SMPC has also submitted its petition for trading
reinstatement to the SET.
Furthermore, SMPC has disclosed major elements of its debt
restructuring agreements and rehabilitation plan as specified by
the SET's rules (details on the Public SIMS since September
13,2001).
Therefore, the SET decided to lift the "SP" sign from SMPC from
October 29,2001 to allow securities trading in the REHABCO
sector. Shareholders and investors should take note of the
companies' remaining corporate guarantee in favor of Sahamitr
Steel Co., Ltd, a related company, as part of its debt-
restructuring program.
In particular, the amount of Bt1,350 million that SMPC will pay
in installments amounting to Bt359 million over 10 years, plus
the remaining amount of Bt991 million, which is dependent on the
result of negotiations in Sahamitr Steel's own debt
restructuring.
Shareholders and investors should appreciate the risk of this
remaining corporate guarantee for the future. They should follow
SMPC's rehabilitation plans closely before making any investment
decisions.
As this issue may affect the stock price of the company in
the market. Therefore, according to Clause 24 (3) and (6) of the
regulations on trading, clearing and settlement for listed
securities 1999,the ceiling and floor of the securities of SMPC
on the main board will be temporarily removed on October 29,2001
to allow the market mechanism to work freely.
THAI TELEPHONE: Issues Warrants Information Memorandum
------------------------------------------------------
The SET has designated Warrants No. 1 of Thai Telephone &
Telecommunication Public Company Limited, amounting to
281,155,610 units, to be traded on the SET under the warrants of
warrants to subscribe to common shares using the trading
name of "TT&T-W1" commencing from October 19, 2001 onwards.
Description, Condition and Major Characteristics of Warrants No.
1 of Thai Telephone & Telecommunication Public Company Limited
Listing Date As of October 19, 2001
(Trading Commence on October 19, 2001)
Type of Securities Warrants which give each Holder the
right to subscribe for Ordinary Shares
Number of Warrants 281,155,610 Units
Issuer Thai Telephone & Telecommunication
Public Company Limited
Rights of Warrants 1 units of Warrant can be exercised to
purchase 1 common share at Bt4.85 each.
Exercise price and exercise ratio may be
changed in accordance to No. 7 of the
Warrants terms & conditions section
(Section 3) of the prospectus.
Type of Warrants Warrants specifying holders
Term of Warrants 5 years (The last exercise date is on 29
September 2006)
Offering Price Baht 0
Distribution of Warrants As of 1 October 2001
No. of No. of % of total
holders warrants warrants
Warrants held > 5/1000 of
total warrants 35 256,687,970 91.30
Warrants held < 5/1000 of
total warrants 5,490 24,359,657 8.66
and not < 1 Trading unit
Warrants held < 1 Trading unit 3,624 107,983 0.04
Total 9,149 281,155,610 100.00
Note : 1 Trading unit = 100 warrants
Major Holders As of 1 October 2001
Name No. of % of total
warrants warrants
ITALIAN-THAI DEVELOPMENT PCL 21,397,113 7.61
2.JASMINE INTERNATIONAL PCL 17,655,920 6.28
3.JASMINE TELECOM SYSTEM COMPANY LTD 16,071,432 5.72
4.SUMI-THAI INTERNATIONAL LIMITED 15,825,728 5.63
5.LOXLEY PUBLIC COMPANY LIMITED 13,627,668 4.85
6.THAI FARMERS BANK PCL 12,293,924 4.37
7.ALCATEL (THAILAND) LIMITED 11,218,478 3.99
8.SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) 10,597,081 3.77
9.NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION 10,133,122 3.60
10.T.J.P. ENGINEERING COMPANY LIMITED 9,030,576 3.21
Total 137,851,042 49.03
Registrar Thailand Securities Depository Company Limited (TSD)
Receiving Agent for Thai Telephone & Telecommunication Public
Company Limited the Exercise Warrants Exercise Right of Warrants
a) Warrantholder of Thai Telephone & Telecommunication
Public Company Limited (the Company) can exercise right attached
to the Warrants to purchase shares in the period between 1st
October 2001 and 5.00 pm. (Bangkok time) of 29th September 2006
("Exercise Period) by submitting an Exercise Notice, the Warrant
Certificates if the Warrants are held in certificate form or
Certificate Receipts if the Warrants are held through the TSD in
scripless form, the exercise amount and the stamp duty of
Bt5.00, to the Company's office.
b) The Warrant holder can obtain the Exercise Notice at the
Company's office during normal business hours on any Business
Day or take a photocopy of the Exercise Notice from Appendix 2
of Section 3 of the prospectus. The Warrant holders can access
information in The Company's prospectus at The Securities and
Exchange Commission (SEC) website www.sec.or.th
c) The warrants can be exercised to purchase the Company's
shares on the last Business Day of each month with the first
exercise date being 31st October 2001 and the last exercise date
being 29th September 2006. The Company shall inform the Warrant
holders of the last Exercise Date through the electronic
systems of the Stock Exchange of Thailand (SET) at least 15
Business Days prior to the last Exercise Date.
d) The exercising Warrants must be whole warrant and the
exercise ratio is 1 unit of Warrant for 1 common share and the
exercise ratio may be changed in accordance to No. 7 of the
Warrants terms & conditions section (Section3) of the
prospectus.
Exercise Procedures
a) To exercise the Exercise Right attaching to any Warrant, the
holder thereof must complete, execute and deposit at his own
expense during the Company's normal business hours at the
specified office (as stated below) of the Company on any
Business Day during the Exercise Period (subject as provided in
these Conditions) an Exercise Notice, together with
(1) The relevant Certificate(s) or Certificate Receipt(s)
(2) The Exercise Amount and
(3) for each share certificate (if any) required, stamp duty of
Baht 5.00 (or such other amount (if any) as is required by law)
The Company's office is:
Head of Finance & Accounting Department Thai Telephone &
Telecommunication Public Company Limited
252/30 Muang Thai-Phatra Complex, Tower 1, 24th Floor,
Rachadaphisek Road, Huaykwang, Bangkok 10320, Thailand
Telephone: (662) 693-2100 Fax: (662) 693-2124
In the case where the Warrant holder submits the Exercise Notice
via mail (Advised of Delivery Mail only) the Company will
consider the receipt date to be the submission date of the
Exercise Notice.
Payment of the Exercise Amount may be in the form of a cheque,
bankers draft, bill of exchange or bank payment order made
payable in Baht to "Thai Telephone & Telecommunication Public
Company Limited" which, in each case, may be cashed in the
Bangkok Metropolitan Area within two days of presentation.
b) If Warrants are held through the TSD in scripless form, the
Warrant holder must apply to any securities company which is a
member of TSD for the issuance of one or more Certificate or
Certificate Receipts in respect of such Warrants. A Certificate
Receipt may be deposited upon exercise in lieu of a Certificate
if no Certificate has been issued.
c) The "Exercise Date" applicable to any Warrant must fall
during a time when the Exercise Right attaching to that Warrant
is expressed in the Conditions to be exercisable and will be
deemed to be the last Business Day of the month in which the
Exercise Notice and all other documents and amounts required by
this Condition relating to it are deposited with the Company in
accordance with this Condition. Where such items are deposited
with the Company outside normal business hours or on a day which
is not a Business Day, they shall for all purposes be deemed to
have been deposited with the Company during its normal business
hours on the next following Business Day. A Certificate and
Exercise Notice once deposited may not be withdrawn without
the consent in writing of the Company.
d) If the relevant Certificates or Certificate Receipts are
required and are not delivered to the Company together with the
Exercise Notice, or the Exercise Notice is incomplete, the
Company will send written notice to the holder within three (3)
Business Days of the date such documents are received by the
Company (unless the next Exercise Date falls within such three
Business Day Period) requiring the holder to rectify any such
omissions by such Exercise Date.
If the holder fails to correct such omissions within the
required period, or if the original incorrect or incomplete
application is received less than three Business Days before the
relevant Exercise Date, the Company may deem the Exercise Notice
void, and shall return the Certificates and/or Exercise Price
without interest to and at the risk of the holder by registered
mail within fourteen (14) days of the date such documents are
delivered to the Company.
e) If the holder does not pay in full or at all the aggregate
Exercise Amount due on exercise, the Company has the right (in
its sole discretion) to:
(1) deem that the Exercise Notice is void; or
(2) apply the actual payment (if any) received by the Company in
exercise of that number of Warrants whose aggregate Denominated
Amount is nearest to (but not greater than) the amount so
received; or
(3) (unless the Exercise Notice is received less than three
Business Days before the relevant Exercise Date) ask the holder
to pay the balance of the Exercise Amount by the relevant
Exercise Date and if the Company does not receive the full
payment within such period, the Company shall deem that the
Exercise Notice is void. In the event that the exercise of the
relevant Warrants is deemed void pursuant to Condition e)
(1) or Condition e) (3), the Company shall return the relevant
Certificates and the Exercise Price paid, without interest or,
in case of Condition e) (2), the Company shall return the
remaining Certificates or Certificate Receipts (as the case may
be) after exercise in part, in each case to and at the risk of
the holder by registered mail within fourteen (14) days of the
date such documents are delivered to the Company.
Where payment is made by personal cheque which is received on or
before the Exercise Date, payment will be deemed to have been
received on the date of receipt of the cheque, provided that
such cheque is cleared within three (3) Business Days of its
presentation to a bank by the Company.
f) Where Warrants are in certificated form and evidenced by a
single Certificate and some but not all of them are exercised,
the Company shall in due course, if so requested by the Warrant
holder, issue free of charge and deliver, at the risk of the
person(s) entitled thereto, a new Certificate for the balance of
the Warrants remaining exercisable.
g) If any holder has not exercised its unexercised Warrants in
accordance with the procedures set out in this Condition prior
to 5 p.m. (Bangkok time) on the last day of the Exercise Period
or 5 p.m. (Bangkok time) of 29th September 2006, such Warrants
shall expire and cease to be valid for any purpose. Adjustment
of Exercise The Company shall make adjustment to the Exercise
Price and Exercise Price and the Exercise Ratio under the
following events:
Ratio
a) If the Company shall (aa) make a bonus issue of Shares or
declare a dividend in Shares (but, where a notional cash
equivalent of the dividend is declared, only to the extent that
such cash equivalent attributable to each Share so issued or
distributed is less than the Current Market Price per Share),
(bb) sub-divide its outstanding Shares, (cc) consolidate its
outstanding Shares into a smaller number of Shares, or (dd) re-
classify any of its Shares into other securities of the Company.
b) If the Company shall grant or issue, to the holders of
Shares, rights, options or warrants entitling them (1) to
subscribe for or purchase Shares or (2) to subscribe for or
purchase any securities convertible into or exchangeable for, or
which carry rights to subscribe or purchase, Shares:
(1) at a consideration per Share receivable by the Company
which is fixed on or prior to the record date mentioned below
and is less than the Current Market Price per Share at such
record date; or
(2) at a consideration per Share receivable by the Company
which is fixed after the record date mentioned below and is less
than the Current Market Price per Share on the date the Company
fixes such consideration.
c) If the Company shall distribute (for no consideration), to
the holders of Shares, (i) evidences of its indebtedness, (ii)
shares of capital stock of the Company (other than Shares),
(iii) options, rights or warrants to subscribe for or purchase
shares or securities (excluding those options, rights and
warrants referred to in b), or (iv) assets (excluding regular
cash dividends (being dividends other than Excessive Dividends
(Excessive Dividend being an annual dividend equal in aggregate
to more than 40 per cent of the Company's net profit after tax
for the relevant financial year)) out of the Company's
distributable earnings and profits).
d) If the Company shall issue any securities convertible into or
exchangeable for, or which carry rights to subscribe for or
purchase, Shares (or grant any such rights in respect of any
existing securities) (in each case other than in any of the
circumstances described in b) or f)) and the consideration per
Share receivable by the Company shall be less than the Current
Market Price per Share on the date in Bangkok on which the
Company fixes the said consideration (or, if the issue of such
securities is subject to approval by a general meeting of
shareholders, on the date on which the Board of Directors of the
Company fixes the consideration to be recommended at such
meeting).
e) If the Company shall issue any Shares (other than Shares
issued upon conversion or exchange of any convertible or
exchangeable securities issued by the Company, including the
Warrants and the Tranche C Warrants, or upon exercise of any
options, rights or warrants granted, offered or issued by the
Company or in any of the circumstances described in a)) for a
consideration per Share receivable by the Company less than the
Current Market Price per Share on the date in Bangkok on which
the Company fixes such consideration (or, if the issue of such
Shares is subject to approval by a general meeting of
shareholders, on the date on which the Board of Directors of the
Company fixes the consideration to be recommended at such
meeting).
Note: Tranche C Warrants are warrants that the Company is
obliged to issue to the creditors that are from the Banks and
Financial Institutions Class and the Major Suppliers Class based
on amount payable to these 2 Classes (in accordance to The
Company's Business Reorganization Plan), if the Company is
unable to find new investment in the stated amount within 24
months and 30 months from 3rd September 2001
f) If the Company shall (1) grant, issue or offer, rights,
options or warrants to subscribe for or purchase Shares or
securities convertible into or exchangeable for, or which carry
rights to subscribe for or purchase, Shares (other than any
options, rights or warrants granted, issued or offered to the
holders of Shares) or (2) grant any such rights in respect of
securities the subject of any such options, rights or warrants
and the consideration per Share receivable by the Company shall
be less than the Current Market Price per Share on the date in
Bangkok on which the Company fixes such consideration (or, if
the issue of such options, rights or warrants is subject to
approval by a general meeting of shareholders, on the date on
which the Board of Directors of the Company fixes the
consideration to be recommended at such meeting).
g) If (i) the rights of conversion or exchange, purchase or
subscription attaching to any options, rights or warrants to
subscribe for or purchase Shares or any securities convertible
into or exchangeable for, or which carry rights to subscribe for
or purchase shares are modified (other than pursuant to and as
provided in the terms and conditions of such options, rights,
warrants or securities), or (ii) any other event or circumstance
occurs which has or would have an effect on the position of the
Warrant holders as a class compared with the position of the
holders of all the securities (and options and rights relating
thereto) of the Company, taken as a class which is analogous to
any of the events referred to in a) to f), then, in any such
case, the Company shall notify the Warrant holders thereof, and
of the appointment of the Financial Adviser and shall consult
with any such Financial Adviser as to what adjustment, if any,
should be made to the Exercise Price to preserve the value
of the Exercise Rights of Warrant holders and will make any such
adjustment.
New Common Stock Issuance a) If the Warrant holders express
their intention to exercise their subscription rights and would
like to receive the shares in Certificate form, the Company will
deliver the Share Certificates by registered mail to the
Warrant holders at the address appeared in the Exercise Notice
of warrants to purchase share of the Company within 45 days
after each exercise date.
b) In the event that scripless system is applied, the Company
shall cause the relevant number of Shares allotted to each
exercising Warrant holder to be credited to the account of the
broker, sub-broker or custodian, being a TSD member, nominated
by such Warrant holder.
In case that the company is unable to provide shares for the
exercise of warrants:
In the event where the Company fails to issue Shares upon
exercise of a Warrant, the Company shall compensate the Warrant
holder on the following basis:
a) If for any reason the Company is unable, or otherwise fails,
to issue Shares as required by these Conditions upon exercise of
a Warrant, it shall be obliged to pay compensation to the
relevant Warrant holder in accordance with the applicable
regulations of the SEC which shall (unless otherwise specified
in such regulations from time to time) be an amount calculated
in accordance with the following formula:
C = (N x CP) - EA
C = Compensation Amount payable for each Warrant in respect of
which the Exercise Right is not satisfied in full;
N = Number of Shares (including any fraction of a Share) which
should have been issued pursuant to the Conditions, but were
not issued, on exercise of such Warrant;
CP = The Closing Price of the Shares on the MOC Filing Date;
EA = That part of the Exercise Amount, if any, payable in
respect of those Shares which should have been, but were not,
issued on exercise of such Warrant less any part of such
Exercise Amount actually paid.
"MOC Filing Date" means the date by which the Company would have
been obliged to file an application for registration of the
increase in paid up Share capital at the MOC if it had issued
shares on exercise of such Warrant (or, if some Shares are
issued in respect of Warrants exercised on the same Exercise
Date as such Warrant, the date on which such filing is actually
made at the MOC in respect of such Shares).
Compensation Amount shall not be payable where the reason that
the Company is unable to issue Shares to the relevant Warrant
holder is because it would thereby be in breach of any foreign
shareholding limit imposed by applicable law or Articles 9 of
the Company's Articles of Association (as stated in the
Transferring Restriction Section below).
b) b1) If at any time the Company is notified by the MOC that it
may not issue Shares on exercise of Warrants at the then
applicable Price because such issue would be in breach of a
prohibition imposed by law on the issue of Shares below their
par value, the Company shall forthwith notify Warrant holders
thereof, specifying in such notice that the provisions of this
Condition b1) shall apply while such prohibition remains in
force (the "Restricted Period").
b2) During a Restricted Period:
(1) the Exercise Amount payable on exercise of each Warrant
shall be the par value of one Share multiplied by the number of
Shares (including fractions of a Share) issuable on exercise
thereof
(2) the determination of the number of Shares to be issued on
exercise, and the procedure for such issuance, shall otherwise
be in accordance with Condition, save that:
(3) the Company shall, on the relevant Registration Date, pay
to each exercising Warrant holder a Compensation Amount equal to
the aggregate number of Shares issued to such Warrant holder at
that time multiplied by (x) the par value of one Share minus
(y) the then current Exercise Price.
c) Any Compensation Amount payable under this Condition shall be
paid by crossed cheque payable to, and sent by prepaid
registered post to, the relevant Warrant holder at the address
noted on the Register or, if different, specified in the
relevant Exercise Notice.
Transferring Restriction There is no transferring restriction
on any transfer of the Warrants but the Company will allow a
Warrant holder to exercise the right attached to a Warrant only
if the exercise dose not constitute a breach of the foreign
shareholding limit imposed by Article 9 of the Company's
Article of Association as stated below.
"Except as otherwise provided in these Articles of Association,
ordinary shares of the Company are freely transferable without
restriction provided however that aliens are entitled to hold
not more than 40 percent of all issued ordinary shares of the
Company.
An alien may acquire newly issued ordinary shares which are in
excess of the limit prescribed in the first paragraph hereof by
purchasing the newly issued ordinary shares of the Company or,
exercising his conversion right or right to buy if the aliens
are holders of convertible debenture and/or warrants and/or
other securities rendering such rights issued and offered by the
Company (including dividend shares or new ordinary shares issued
to the holders of ordinary shares acquired through the exercise
of such right under this second paragraph) provided that the
aggregate holding of the amount of ordinary shares held by
aliens in such case and ordinary shares by aliens under the
first paragraph hereof must not exceed 49 percent of all issued
ordinary shares of the Company at such time. This 49 percent
foreign shareholding limit shall also apply to a transfer of
ordinary shares from the aliens who has acquired the ordinary
shares through purchasing newly issued ordinary shares the
exercise of the conversion right or the exercise right (or
apply to dividends shares or new ordinary shares issued to the
holders of ordinary shares acquired through the exercise of
such right under this second paragraph) to another alien and to
any subsequent transfer between aliens until such ordinary
shares are transferred to a non-alien.
The foreign shareholding limit under the first paragraph shall
not apply to existing foreign shareholding prior to amendment
to this Articles of Association and subscription of new shares
in accordance with the shareholder's right and receiving of
dividend shares and a transfer of ordinary shares from the alien
to another alien and to any subsequent transfers between aliens
until such ordinary shares are transferred to a non-alien."
Others
Meetings of the Warrant holders shall be convened to consider
any matter affecting their interests, including the sanctioning
by Extraordinary Resolution of a modification of the Warrants or
the provisions of the Conditions. Such a meeting may be
convened by the Company (but not by the Warrant holders).
Warrants which have not been exercised but have been deposited
for exercise and Warrants which have been purchased by the
Company or a Subsidiary but have not been cancelled will not,
unless and until they are withdrawn from deposit or resold, as
the case may be, confer the right to attend or vote at, or join
in convening, or be counted in the quorum for, any meeting of
Warrant holders for the avoidance of doubt, nothing in these
Conditions or in the schedule hereto, permits the Warrant
holders to amend any provision hereof without the consent of the
Company.
TPI POLENE: Holcim Proposes To Inject US$300-375M
-------------------------------------------------
Creditors of TPI Polene Plc have received a proposal from Holcim
offering to inject some US$300-375 million into the company,
AFX-ASIA reported Wednesday citing Bangkok Bank Plc Executive
Chairman Chatri Sophonpanich.
"There are now two potential investors to invest in TPI Polene,
namely Cemex SA and Holcim," Chatri said.
He said the TPI Polene creditors' committee will continue
negotiations with Cemex in order to get the best solution
possible.
"As a creditor, we would like to the get the best deal ... The
more money injected, the stronger the financial position of TPI
Polene. We also would like to see the company's liquidity
improved," he added.
Meanwhile, a creditor source said Cemex has improved its
original US$300 million proposal on TPI Polene's restructuring,
reducing to 30 percent from the 36 percent and to 10 percent
from 12 percent, the discounts sought on the company's various
debts.
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.
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