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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
Thursday, November 1 2001, Vol. 4, No. 214
Headlines
A U S T R A L I A
ANSETT AUSTRALIA: Posts Parent's Business Plan, Trading
GENERAL GOLD: ASIC OKs AGM Extension Request
GENERAL GOLD: Posts Top 20 Share/Optionholders
ISP LIMITED: Posts Office, Place Of Business Changes
ISP LIMITED: Comes Out of Administration, Appoints Directors
UECOMM LIMITED: Issues Q301 Report
C H I N A & H O N G K O N G
CHINA PETROLEUM: Reports 1.26B Yuan Third Quarter Loss
ESOLUTIONS HOLDING: Winding Up Sought By Hollywood Palace
H.K. FU KEUNG: Winding Up Petition Pending
KTP HOLDINGS: Holders' Approval Sought Re Reorganization
SINO-I.COM: Issues Convertible Loan Notes
SOHU.COM: Trims Interim Losses to US$2.7M
VICTORY GLORY: Winding Up Petition Hearing Set
I N D O N E S I A
BANK UNIBANK: BI Freezes Assets, IBRA Takes Over
INDOCEMENT TUNGGAL: Government Set to Sell 16.9% Stake
J A P A N
HITACHI LIMITED: Posts Y110B H101 Group Net Loss
HOKURIKU BANK: Moody's Affirms `Baa3' Long-Term Rating
MATSUSHITA ELECTRIC: Nakamura Offers Job Retention Assurance
MATSUSHITA ELECTRIC: Posts Y68B Q201 Net Loss
MYCAL CORPORATION: Running Out Of Potential Investors
VICTOR CO.: S&P Lowers Ratings to 'BBB-/A-3', Outlook Negative
K O R E A
DAEWOO MOTOR: GM Seeks Labor Rule Changes
HYNIX SEMICONDUCTOR: Horie's Resignation Not Tied To Bad Loans
HYNIX SEMICONDUCTOR: Creditors Proceed With Meeting
HYNIX SEMICONDUCTOR: Execs Forgo Pay To Aid Restructuring Plan
HYUNDAI SECURITIES: AIG's Intention Re Hyundai Deal Doubted
M A L A Y S I A
GEAHIN ENG'G: Proposes Adoption of New Articles of Association
HAI MING: Passes Special Business Resolutions at 15th AGM
HOTLINE FURNITURE: Appoints Bin Ahmad as Boardroom Chairman
PAN PACIFIC: Posts Proposed Corp, Debt Exercise Status
RENONG BERHAD: Proposes Shareholders' Mandate
SEAL INC.: No Significant Change in Defaulted Payment Status
SOUTHERN PLASTIC: Submits RA Extension Request to KLSE
SRIWANI HOLDINGS: Court Grants Meetings Extension
TAP RESOURCES: Posts Resolutions Passed at 6th AGM
ZAITUN INDUSTRI: Releases Winding-Up Petition Hearing Date
P H I L I P P I N E S
NATIONAL POWER: Meralco to Cancel Power Supply Agreement
NATIONAL POWER: Second Barge Sale Attempt Fruitless
NATIONAL POWER: Government Offers P11B Napocor Notes Purchase
S I N G A P O R E
ASIA FOOD: Posts Joint Update on Debt-Rescheduling Program
CAPITALAND LIMITED: Divests Unit Stake
CAPITALAND LIMITED: Posts Changes in Shareholder's Interests
OAKWELL ENGINEERING: Creditors Approve Scheme of Arrangement
T H A I L A N D
DULWICH INT'L: Files Business Reorganization Petition
PROPERTY PERFECT: Summarizes Information Meeting's Q&A
SRIVARA REAL: Increases Registered Capital
- - - - - - -
=================
A U S T R A L I A
=================
ANSETT AUSTRALIA: Posts Parent's Business Plan, Trading
-------------------------------------------------------
The Board of Air New Zealand, Ansett Australia's parent firm,
approved a Five Year Business Plan prepared by management. The
plan takes into account latest trading conditions as a result of
the separation from Ansett and the impact on global air travel
as a result of the terrorist attacks in the USA on 11 September.
In accordance with the Heads of Agreement entered into on 3
October 2001, the business plan will be subject to due diligence
by the Crown.
The plan is aimed at stabilizing the business, reducing debt and
financial risk and creating a platform to return to sustainable
profitability in the medium term.
CURRENT TRADING
The plan includes the unaudited trading results for the three
months ended 30 September 2001, and unusual charges that have
been incurred during that period.
The operating deficit of $52.0 million before tax for the first
quarter is $24.8 million worse than the corresponding period
last year. This is due primarily to lower yield from
international services and continuing low foreign exchange
rates. The prior year also included the benefits from additional
international traffic associated with the Olympics.
Notwithstanding the losses, operating Cashflow for the quarter
was positive.
Details of these results are outlined below:
Unaudited
Three Months Ended 30 September 2001/02 2000/01
Variance
NZDm Actual Actual* NZDm
Operating Loss Before Unusual
Items and (52.0) (27.2) (24.8)
Tax - 9.0 (9.0)
Operating Loss After (52.0) (18.2) (33.8)
Unusual Items (Net of (387.3) - (387.3)
Net Loss After (439.3) (18.2) (421.1)
* Excludes Ansett results
The unusual charges incurred in the quarter include $347.4
million associated with the separation from Ansett, of which the
most significant component is the settlement with the Voluntary
Administrator of A$150 million.
The unusual charges also incorporate the write-off of carried
forward tax losses of $66.4 million relating to the potential
change of ownership that will occur when the Crown completes the
acquisition of an interest in Air New Zealand of more than 49
percent. Loss of continuity of shareholding will mean that the
Group will not be able to take advantage of prior or current
years' carried forward tax losses.
In addition, and for the same reason, the Group has not
recognized the estimated tax benefit on losses incurred during
the quarter ended 30 September 2001.
The remaining unusual items reflect redundancy provisions
related to the organizational restructuring of the Group and the
announced initial service reductions by Air New Zealand. This
has been more than offset by a restatement of the obligation to
News Corporation for settlement due after 30 June 2002, in
relation to the acquisition of shares in Ansett Holdings
Limited. This change arises from the change in share price
between 30 June 2001 and 30 September 2001.
In terms of the balance sheet, unaudited Net Shareholders Equity
has fallen from $518 million at 30 June 2001 to $106 million at
30 September 2001. This does not include the $300 million
subordinated loan advanced by the New Zealand Government on 15
October as the first phase of funding under the recapitalization
plan. Total assets at 30 September 2001 (excluding Ansett)
amounted to $4.07 billion.
OUTLOOK
Trading conditions remain very difficult for the core continuing
airline businesses of Air New Zealand. Global economic activity,
and in particular international airline travel, is likely to
remain subdued throughout the current year as the impact of
recent terrorist attacks and the subsequent retaliatory military
actions continue market uncertainty.
The immediate areas of focus included in Five Year Business Plan
which has now been completed is to stabilize the business,
reduce financial and operational risk and return the business to
sustainable profitability in the medium term. Air New Zealand
will continue to monitor industry developments and adjust the
business as conditions demand.
A POINT OF CLARIFICATION
The company is concerned by a number of media reports related to
the departure at the end of the year of the company's Chief
Financial Officer, Mr Adam Moroney. The company sought to retain
Mr Moroney's services as a permanent and valuable member of the
Senior Management team, however he has chosen to leave the
company to return to Australia with his family.
GENERAL GOLD: ASIC OKs AGM Extension Request
--------------------------------------------
The Board of General Gold Resources NL (the Company) advised
that the Australian Securities and Investments Commission
(ASIC) has approved, under sub-section 250P(2) of the
Corporations Act 2001, an extension of the required time to hold
the Company's Annual General Meeting to a date not later than 19
December 2001.
This extension was requested following ASIC approval for the
Company to lodge its 2001 Annual Financial Report by no later
than 15th November. The main basis for this was due to the
Company coming out of Administration in August 2001, with no
formal accounts being prepared since December 1999.
The Company's auditors signed unqualified audit reports for June
2000 and June 2001 on 24 October 2001, and these accounts,
together with Half Year accounts to December 2000, have been
submitted to the Perth Branch of the ASX along with a request
for re-quotation to Official List.
The Annual Financial Reports for the years ended 2000 and 2001
will be printed and distributed to shareholders with the Notice
of Meeting no later than 15 November 2001.
GENERAL GOLD: Posts Top 20 Share/Optionholders
----------------------------------------------
General Gold Resources NL posted its top 20 share and
optionholders:
DISTRIBUTION OF SHAREHOLDERS & OPTIONHOLDERS AS AT 04/10/2001
RANGE OF HOLDINGS FULLY PAID OPTIONS
ORDINARY SHARES LISTED
1 - 1,000 1,486 599
1,001 - 5,000 429 119
5,001 - 10,000 72 19
10,001 - 100,000 107 30
100,001 and over 71 1
TOTAL 2,165 768
TOP TWENTY SHAREHOLDERS AS AT 04/10/2001
NAME NUMBER %
Yimuyn Manjerr (Investments) Pty Ltd 5,000,000 10.36
Port Brassey Pty Ltd 2,400,000 4.97
Taminich Securities Pty Ltd 1,661,588 3.44
Paul Peter Muhlbauer 1,500,000 3.11
Peter Vassileff (Pitch Investments a/c) 1,400,000 2.90
Silktree Investments Pty Ltd 1,380,000 2.86
Arrow Resources Management Pty Ltd 1,083,666 2.25
Ausvaal Ltd 1,000,000 2.07
Graeme John Clatworthy 1,000,000 2.07
D & D Nominees Pty Ltd 1,000,000 2.07
Eleventh Ambridge Pty Ltd 1,000,000 2.07
Foley Pty Ltd 1,000,000 2.07
Galtrad Pty Ltd 1,000,000 2.07
Kirsty MacLeod 1,000,000 2.07
Gerald James & Gillian van Blommestein 920,000 1.91
Halson Corporation Pty Ltd 800,000 1.66
Norman Barrand Johnson 800,000 1.66
Peter Vassileff (P Vassileff Super a/c) 700,000 1.45
Berne No 132 Pty Ltd (A/c 323731) 692,665 1.44
Graeme John Clatworthy (G Clatworthy Family a/c)653,971 1.35
TOTAL 25,991,890 53.85
TOP TWENTY OPTIONSHOLDERS AS AT 04/10/2001
LISTED OPTIONS
NAME NUMBER %
Arrow Resources Management Pty Ltd 216,733 14.44
Jayleaf Holdings Pty Ltd 81,250 5.41
Neville George Collett 67,433 4.49
Berne No 132 Nominees Pty Ltd (115180 a/c) 58,209 3.88
Berne No 132 Nominees Pty Ltd (323731 a/c) 53,356 3.55
Jindabyne Pty Ltd 27,790 1.85
Celtic Investments Pty Ltd 25,000 1.67
Greenslade Holdings Pty Ltd 25,000 1.67
Reynolds (Nominees) Pty Ltd 24,852 1.66
Whitloyd Nominees Pty Ltd 24,325 1.62
Patrick Verbeek & Helen Pont 23,953 1.60
Jason David & Faye Sandra Miller 23,181 1.54
Christopher Johannsen 22,500 1.50
Boronia View Pty Ltd 21,875 1.46
Nalmor Pty Ltd (John Chappell Super Fund a/c) 20,418 1.36
Rex Lenard & Helen Myra Astrand 20,000 1.33
Errol Bome 16,625 1.11
Leszek Skorut 16,496 1.10
Meidias Pty Ltd 15,859 1.06
Sparkling Investments Pty Ltd 15,812 1.05
TOTAL 800,667 53.35
ISP LIMITED: Posts Office, Place Of Business Changes
----------------------------------------------------
ISP Limited informed that registered office and principal place
of business has now been changed to:
Level 1
33 Ord Street
Telephone: 08 9481 2407
Facsimile: 08 9481 2690
West Perth Western Australia 6005
ISP LIMITED: Comes Out of Administration, Appoints Directors
------------------------------------------------------------
ISP Limited advised that the Deed Administrator has certified
that the Deed of Company Arrangement pertaining to ISP Limited
has been wholly effectuated.
In accordance with the approval of shareholders at the meeting
held on 29 October 2001, any director of the company who was in
office at this date has hereby been removed and the following
persons have been appointed as the officers of the company:
David Steinepreis - Chairman
Gary Steinepreis - Director and Company Secretary
Hugh Warner - Director
All inquiries relating to the Company should be directed to Gary
Steinepreis.
UECOMM LIMITED: Issues Q301 Report
----------------------------------
Uecomm Limited posted its third quarter report ending at 30 Sept
2001:
CURRENT QUARTER
$A'000
A. CASH FLOWS RELATED TO OPERATING ACTIVITIES
A reassessment of the treatment of the GST transactions was made
in the September quarter, which resulted in a year to date
adjustment to certain line items in the "Cash flows related to
operating activities". These adjustments were calculated on the
June year to date results and have no effect on the total net
operating cash flows. The adjustments and the effects on the
September quarter results are listed as follows:
1.1 Receipts from customers 9,566
Consists of:
Actual receipts for the quarter 7,939
Year to date adjustment to reflect changes in the
GST treatment 1,627
9,566
1.2 (e) Other working capital 13,648
Consists of:
Actual payments for the quarter (7,713)
Year to date adjustment to reflect changes in the
GST treatment (5,935)
(13,648)
1.7 Other - GST received from the Australian Taxation
Office 4,546
Consists of:
Reversal of June YTD GST shown as an outflow, when it should
have been an inflow of $2,154 ($2,154 x 2) 4,308
Additional GST received in 2001 relating
to December 2000 238
4,546
B. FINANCING FACILITIES AVAILABLE
In October 2001, the company commenced to draw down on the
United Energy Limited subordinated loan facility and
contemplates a total draw down of up to $20 million by 31
December 2001.
================================
C H I N A & H O N G K O N G
================================
CHINA PETROLEUM: Reports 1.26B Yuan Third Quarter Loss
------------------------------------------------------
China Petroleum & Chemical Corp. or Sinopec Corp., registered a
third-quarter net loss of 1.26B yuan in its oil refining
business, a China-based industry executive close to the company
said Tuesday.
ESOLUTIONS HOLDING: Winding Up Sought By Hollywood Palace
---------------------------------------------------------
Hollywood Palace Company Limited is seeking the winding up of
Esolutions Holding Limited. The petition was filed on September
17, 2001, and will be heard before the High Court of Hong Kong
on January 9, 2002.
Hollywood Palace holds its registered office at Top Floor,
Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kowloon,
Hong Kong.
H.K. FU KEUNG: Winding Up Petition Pending
------------------------------------------
H.K. Fu Keung Handbag Limited is facing a winding up petition,
which is slated to be heard before the High Court of Hong Kong
on November 28, 2001.
The petition was filed on August 14, 2001 by Hertfordshire
Limited whose registered office is situated at Top Floor,
Chinachem Golden Plaza, 77 Mody Road, Tsimshatsui East, Kowloon,
Hong Kong.
KTP HOLDINGS: Holders' Approval Sought Re Reorganization
--------------------------------------------------------
The Directors of KTP Holdings Limited intend to submit a
proposed Capital Reorganization for approval by the Shareholders
at the SGM, under which:
(1) the paid up capital and nominal value of each issued Share
will be reduced from HK$0.45 to HK$0.01 by the cancellation of
HK$0.44 of the paid up capital on each issued Share;
(2) unissued shares of HK$0.45 each in the authorized share
capital of the Company will be subdivided into 45 unissued
shares of HK$0.01 each;
(3) the credit in the amount of HK$149,871,000 arising from
the Capital Reduction will be utilized to eliminate part of the
Accumulated Losses to the extent of HK$149,871,000;
(4) the entire amount of HK$272,516,000 standing to the credit
of the Share Premium Account will be utilized to eliminate part
of the Accumulated Losses to the extent of HK$272,516,000; and
(5) an amount of HK$127,555,000 standing to the credit of the
Contributed Surplus Account will be applied to eliminate the
balance of Accumulated Losses.
Effects of the Capital Reorganization
(1) The existing authorized share capital of the Company is
HK$360,000,000 divided into 800,000,000 Shares of par value
HK$0.45 each, of which 340,616,934 Shares are in issue and
credited as fully paid. Under the proposed Capital
Reorganization, the nominal value of each issued Share will be
reduced from HK$0.45 to HK$0.01 and the paid up ordinary share
capital of the Company will be reduced by approximately
HK$149,871,000 as a result. A credit of approximately
HK$149,871,000 will arise as a result of the reduction of the
paid up share capital then in issue, which will be utilized to
eliminate part of the Accumulated Losses to the extent of
HK$149,871,000.
(2) Unissued shares of HK$0.45 each in the authorized share
capital of the Company will be subdivided into 45 unissued
shares of HK$0.01 each. Upon the Capital Reorganization becoming
effective, the authorized share capital of the Company will be
HK$360,000,000 divided into 36,000,000,000 Adjusted Shares of
par value HK$0.01 each, of which 340,616,934 Adjusted Shares
will be in issue and credited as fully paid.
(3) At 31st March 2001, the Company recorded audited
accumulated losses of approximately HK$549,942,000, the audited
balance of the share premium account and contributed surplus
account was approximately HK$272,516,000 and HK$397,766,000
respectively. As the credit arising from the Capital Reduction
amounting to HK$149,871,000 is insufficient to set off all the
Accumulated Losses, the entire amount of HK$272,516,000 standing
to the credit of the Share Premium Account and the amount of
HK$127,555,000 standing to the credit of the Contributed Surplus
Account as at 31st March 2001 will be utilized to eliminate the
balance of the Accumulated Losses.
Other than the expenses incurred relating to the Capital
Reorganization, implementation of the Capital Reorganization
will not, of itself, affect the Company's business operations
and management or the interests of the Shareholders. In
addition, the Capital Reorganization will not affect the Group's
ability to repay its creditors.
Reason for the Capital Reorganization
The Board believes that the Capital Reorganization is beneficial
to the Company and its Shareholders as a whole. The Company
currently has no distributable reserves, which is caused by the
large balance of accumulated losses arising from the provisions
made for the closure of the Indonesian subsidiaries in prior
years. As at 31st March 2001, the audited accumulated losses of
the Company was approximately HK$549,942,000. The Directors are
of the view that the Capital Reorganization will enable the
Company to declare dividends to shareholders at an earlier
opportunity than by generating future profits to offset its
accumulated losses.
Conditions of the Capital Reorganization
The Capital Reorganization is subject to, inter alia, the
following conditions:
1. the passing of the relevant resolutions by the
Shareholders to approve the proposed Capital Reorganization at
the SGM;
2. the Stock Exchange granting the listing of, and permission
to deal in, the Adjusted Shares; and
3. the publication of a notice in relation to the Capital
Reorganization in Bermuda in accordance with the Companies Act.
Expected timetable and trading arrangements for Adjusted Shares
Subject to the Capital Reorganization becoming effective which
is expected to be on or before 10:00 a.m. on 26th November 2001,
Shareholders may on or after 26th November 2001 until 31st
December 2001 submit certificates for the existing Shares to the
Company's branch share registrar in Hong Kong, Central
Registration Hong Kong Limited of Rooms 1712-1716, 17th Floor,
Hopewell Center, 183 Queen's Road East, Wanchai, Hong Kong, at
the expense of the Company, in exchange for new certificates for
the Adjusted Shares in issue.
Thereafter, certificates for the existing Shares will be
accepted for exchange only on payment of a fee of HK$2.50 (or
such higher amount as may from time to time allowed by the Stock
Exchange) for each new certificate issued for the Adjusted
Shares. Nevertheless, certificates for the existing Shares will
continue to be good evidence of legal title and may be exchanged
for certificates for the Adjusted Shares at any time.
The following expected timetable is indicative only and is
subject to change:
Latest time for lodging proxy forms for the SGM
4:00 p.m. Wednesday, 21st November 2001
Expected date of the SGM Friday, 23rd November 2001
Effective date of the Capital Reorganization
10:00 a.m. Monday, 26th November 2001
Dealing in the Adjusted Shares commences
Monday, 26th November 2001
Free exchange of existing share certificates
for new certificates commences Monday, 26th November 2001
Free exchange of existing share certificates for new
certificates ends Monday, 31st December 2001
The board lot size of the Adjusted Shares will remain unchanged
at 2000 Adjusted Shares.
GENERAL
Applications will be made by the Company to the Stock Exchange
for the listing of and permission to deal in the Adjusted
Shares. A circular containing, inter alia, details of the
Capital Reorganization together with a notice convening the SGM
will be dispatched to the Shareholders as soon as practicable.
DEFINITIONS
"Accumulated Losses" the entire balance of HK$549,942,000 in
the accumulated loss account of the Company as at 31st March
2001
"Adjusted Share(s)" adjusted share(s) of HK$0.01 each in the
ordinary share capital of the Company upon completion of the
Capital Reorganization
"Capital Reduction" the proposed reduction in the paid up
capital and nominal value of each issued Share from HK$0.45 to
HK$0.01 by cancellation of HK$0.44 of the paid up capital for
each issued Share
"Capital Reorganization" the Capital Reduction, Share
Subdivision, the application of the entire credit balance of the
Share Premium Account and an amount of HK$127,555,000 standing
to the credit of the Contributed Surplus Account and
HK$149,871,000 arising from the Capital Reduction to eliminate
the Accumulated Losses
"Companies Act" Companies Act 1981 of Bermuda
"Company" KTP Holdings Limited, a company incorporated in
Bermuda with limited liability and the ordinary shares of which
are listed on the Stock Exchange
"Contributed Surplus Account" the contributed surplus account of
the Company as at 31st March 2001
"Directors" the directors of the Company
"Group" the Company and its subsidiaries
"Listing Rules" Rules Governing the Listing of Securities on
the Stock Exchange
"SGM" the special general meeting to be convened by the Company
on 23rd November 2001 to consider and if thought fit to pass,
inter alia, relevant resolutions regarding the Capital
Reorganization
"Share(s)" ordinary share(s) of HK$0.45 each in the ordinary
share capital of the Company
"Shareholders" the holders of the Shares
"Share Premium Account" the share premium account of the Company
as at 31st March 2001
"Share Subdivision" the proposed subdivision of every
unissued Share into forty-five Adjusted Shares
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"HK$" Hong Kong dollars, the lawful currency of Hong Kong
SINO-I.COM: Issues Convertible Loan Notes
-----------------------------------------
Sino-I.com Limited announced that on 30 October 2001, the
Company and the Subscribers entered into Subscription Agreement
in respect to the Notes issue. Under the Subscription Agreement,
the Company agreed to issue and the Subscribers agreed to
subscribe for convertible loan notes in the aggregate amount of
HK$200,000,000. Assuming full conversion of the Notes, a total
number of 2,000,000,000 Conversion Shares will be issued at a
conversion price of HK$0.10, which is equal to the nominal value
of each Share, representing approximately 18.32% of the existing
issued share capital of the Company and approximately 15.49% of
the issued share capital of the Company as enlarged by the
Conversion Shares.
SUBSCRIPTION AGREEMENT
Date : 30 October 2001
Parties : the Company, Subscribers, independent third
parties not connected with the Company
Condition
Completion is conditional upon the Stock Exchange granting
listing of and permission to deal in the Conversion Shares which
may fall to be issued on conversion in full of the Notes in
accordance with the terms of the Subscription Agreement.
Principal terms of the Notes
1. the principal amount outstanding under each such
convertible loan note will bear interest at a rate of 3% per
annum payable in arrears commencing three months after the date
of issue of the Notes and will, unless converted in accordance
with point (3) below, be repaid by the Company to the holder
thereof in full on or before the date falling not more than
three (3) years from the date of issue of the Notes (maturity
date);
2. the holders of the Notes may convert all or any part of
the principal amount outstanding under the Notes into Shares at
an initial conversion price (subject to adjustments) equal to
the nominal value of each Shares of HK$0.10 at any time from the
day after the date of issue of the Notes and prior to the
maturity date and on or immediately prior to the maturity date.
If the Company so elects, the Company may, at any time for so
long as the Notes remain convertible, require the holders of the
Notes to convert the entire outstanding principal amount under
the Notes into Shares on terms described above;
3. all Shares to be issued on conversion will be issued free
from all claims, charges, lien, encumbrances and equities and be
identical and will rank pari passu in all respect with the
Shares then in issue;
4. the holders of the Notes will not be entitled to attend or
vote at any general meetings of the Company by reason only of it
being holders of the Notes;
5. no application will be made for the listing of or
permission to deal in any such Notes on the Stock Exchange or
any other stock exchange and none of any such Notes may be
assigned or transferred unless with the prior approval of the
Stock Exchange and the Company.
The Conversion Shares
The Conversion Shares to be issued upon full conversion of the
Notes will be issued pursuant to the general mandate to the
Board at the extraordinary general meeting held on 27 September
2001. Such mandate is valid and subsisting and has not been
revoked.
The Conversion Shares represent approximately 18.32% of the
existing issued share capital of the Company and approximately
15.49% of the issued share capital of the Company as enlarged by
the Conversion Shares. The issue price of HK$0.10 per share was
determined after arm's length negotiation between the Company
and Subscribers. The issue price of HK$0.10 per Share represents
a premium of approximately 88.68% to the closing price of
HK$0.053 per share as at the date of this announcement and a
premium of approximately 78.89% to the average closing price of
HK$0.0559 per share for the last ten trading days up to and
including 30 October 2001.
Application will be made to the Stock Exchange for the listing
of, and permission to deal in, the Conversion Shares. All
Conversion Shares will rank pari passu in all aspects with the
existing issued Shares.
Completion
Completion of the Subscription Agreement will take place at the
office of the Company on the day that the condition as specified
above is fulfilled in any event not later than 15 November 2001
or such other date as the Company and the Subscribers may agree.
Reason
The Board considers that the issuance of the Notes would bring
cash inflow to the Company. In addition, the Company will not
face a cash outflow impact and in turn increase its share
capital when the full conversion of the Notes since the Company
has the right to demand for the holders of the Notes to convert
the Notes at any time for so long as the Notes remain
convertible. The Board considers that the terms and conditions
as stipulated in the Subscription Agreement and the interest
rate of the Notes are fair and reasonable and in the best
interest of the Company.
Use of Proceeds
The proceeds of HK$200,000,000 from the subscription of the
Notes as to approximately HK$121,000,000 would be used for
repayment of debts and as to approximately HK$79,000,000 will be
used as working capital of the Company.
INFORMATION OF THE COMPANY
The principal business activities of the Company and its
subsidiaries are the development and provision of Internet
content and application services such as financial information,
education resource engines, industry specific content and e-
commerce online services.
GENERAL
There will be no change in the composition of the Board, nor
will there be any material change in the control of the Company
which may arise by reason of full conversion of the Notes.
This announcement appears for information purposes only and does
not constitute an invitation or offer to acquire, purchase or
subscribe for Shares.
DEFINITION
"Board" Board of directors of the Company
"Company" Sino-i.com Limited, a company incorporated in Hong
Kong with limited liability, the ordinary share capital of which
is listed on the Stock Exchange
"Completion" The day on which all condition precedent under
the Subscription Agreement is fulfilled
"Conversion Shares" A total of 2,000,000,000 new Shares to
be issued to Subscribers (or as it may direct) upon the full
conversion of the Notes
"Notes" The HK$200,000,000 convertible loan notes to be
issued by the Company to Subscribers (or as it may direct).
"Shares" shares of HK$0.10 each in the existing share capital
of the Company.
"Stock Exchange" The Stock Exchange of Hong Kong Limited.
"Subscribers" The persons and their ultimate beneficial
owners, namely Ctradenet International Holdings Limited, Wealthy
Forecast Profits Limited and Super Century Company Limited, who
are not connected nor acting in concert with any of the
directors, chief executives or substantial shareholders of the
Company or any of its subsidiaries or their respective
associates, agreed to subscribe for the Notes in the aggregate
amount of HK$200,000,000 under the terms and conditions
contained in the Subscription Agreement.
"Subscription Agreement" Subscription agreement entered
into on 30 October 2001 between the Company and Subscribers in
respect of the issue of the Notes.
SOHU.COM: Trims Interim Losses to US$2.7M
-----------------------------------------
Mainland Internet portal sohu.com has narrowed its third-quarter
pro forma net loss by 23% to US$2.7million against last year's
US$3.5 million. In the three months to September 30, revenue
increased 122% to US$3.6 million, almost a third of which
originated from non-advertising avenues including short
messaging services (SMS) for mobile phone users.
Gross margins rose from 21% in the second quarter to 33%.
However, with the US$22.27 million total write-off including
chinaren.com, a chat site acquired in November last year, the
balance sheet of the Nasdaq-listed company shows an actual net
loss of US$24.98 million. Chief executive Charles Zhang said
the total write-off would save the company from writing off US$4
million every month for the chat site.
VICTORY GLORY: Winding Up Petition Hearing Set
----------------------------------------------
The petition to wind up Victory Glory Holdings Limited is set
for hearing before the High Court of Hong Kong on November 28,
2001 at 9:30 am. The petition was filed with the court on August
10, 2001 by Standard Chartered Bank whose branch office is
situated at 4-4A Des Voeux Road Central, Hong Kong.
=================
I N D O N E S I A
=================
BANK UNIBANK: BI Freezes Assets, IBRA Takes Over
------------------------------------------------
Based on the Decree of the Governor of Bank Indonesia
No.3/9/KEP.GBI/2001 dated 29 October 2001, Bank Indonesia (BI)
had decided PT Bank Unibank Tbk to be operationally frozen and
to hand it over to the Indonesian Bank Restructuring Agency
(IBRA). The handover of the bank to IBRA is pursuant to the
implementation of the government guarantee program for repayment
customers' fund at PT Bank Unibank, Tbk. With the guarantee
program implementation in effect, the public is called on to
remain calm as all rights of saving/deposit account holders will
be handled by the Government, pursuant to the prevailing
regulations.
Since 1998, Bank Indonesia has taken various supervisory efforts
for PT Bank Unibank, Tbk including replacement of the management
board members, capital placement, suspension of certain
activities under the Cease and Desist Order (CDO) scheme.
Regardless of the efforts, the conditions of PT Bank Unibank,
Tbk continued to worsen and as from November 2000 Bank Indonesia
has put PT Bank Unibank, Tbk under special surveillance of Bank
Indonesia.
Although the owners and management of PT Bank Unibank have been
given time more than actually required under Bank Indonesia's
special surveillance period to overcome its problems, the bank's
financial condition continued to get worse and even suffered
debit balance. Against this bank, no more guidance treatment can
be pursued due to structural problems mainly the negative
Minimum Paid-up Capital Requirement (KPMM), high-level Non-
Performing Loan (NPL) and violation of Legal Lending Limit. The
problem stems mainly from the bank's account receivables to its
affiliated groups for time draft facilities (WEB) which have
fallen under non-performing category.
Due to the aforementioned conditions, effective from 29 October
2001 Bank Indonesia has frozen the bank operations and
surrendered PT Bank Unibank, Tbk to the Indonesian Bank
Restructuring agency (IBRA). This step is pursuant to the
mechanism and procedure stipulated in the Bank Indonesia
Regulation No.2/11/PBI dated 3 March 2000.
The handover to IBRA is aimed at resolving the bank liabilities
through the government guarantee program, settlement of
employees' rights, and recoup of state fund and other related
matters in accordance IBRA's authority as stipulated in the
prevailing regulations.
Based on the Law No. 10 Year 1998 on Banking as referred to the
Government Regulations No. 17 Year 1999 on the Indonesian Bank
Restructuring Agency, all rights and authority of the management
board members, shareholders and Shareholder General Meeting have
been ceded to IBRA as from 29 October 2001. With the handover of
PT Bank Unibank, Tbk (BBKU) to IBRA, IBRA will take security
measures on the bank assets including document and information.
Follow-up steps by IBRA include deployment of Task Force at each
all bank offices.
The saving/deposit customers are called on to remain calm as the
Government has guaranteed customer fund commensurate to the
clauses under the Government Guarantee Program. The repayment of
fund to the customers by IBRA will commence on Monday, 5
November 2001.
IBRA will conduct the payment at each branch office:
Customers come to the branch office of PT Bank Unibank, Tbk
(BBKU) where they signed up for account application and show up
authentic legal identity cards (Residential ID/Driving
License/Passport, etc.) as well as original proof of
saving/deposit account holding at the bank.
The bank will give customers a cheque bearing the customer's
name (issued by PT Bank Danamon, Tbk) valued in accordance with
the nominative list.
Interest on the checking account, savings and deposit accounts
will be calculated as at 26 October 2001.
Customers can redeem the cheque at any branch office of the bank
appointed by IBRA.
The employees of PT Bank Unibank, Tbk (BBKU) are expected to
assist with the bank customer handling process as well as
securing the bank assets. Such assistance is expected to
expedite the process of settlement of the bank employees
themselves.
INDOCEMENT TUNGGAL: Government Set to Sell 16.9% Stake
------------------------------------------------------
The government is ready to sell its remaining 16.9% holding in
PT Indocement Tunggal Prakarsa Tbk (INTP) for the right price to
the right investor, Bisnis Indonesia reported Wednesday.
An anonymous analyst calculated that the government could
generate Rp545 billion from the transaction if the 16.9% shares
are bought on the market value of Rp875.
Secretary of the State Enterprises Minister Bacelius Ruru said
the government now has a remaining 16% shares and that
Heidelberger has the majority. The government, he added, is only
concerned about the price and investor to whom it will sell the
shares.
The current composition of shareholders is Heidelberger Zement
AG through its unit Kimmeridge controls 61.7%, the Indonesian
government 16.9%, Mekar Perkasa and Kaolin Indah Utama 13.4% and
the public owns 8.0%.
INTP is projected to gain a net profit of Rp634 billion this
year, based on PT Danareksa Research Institute research on 28
August 2001, but the 30 June position showed that INTP has
suffered Rp901.592 billion in net loss. The company suffered
Rp1.381 trillion in forex loss.
According to the analyst, with only 16.9% of the government's
stake in INTP, the government could generate Rp545 billion and
sells it based on market value.
He further added that if the government intends to sell the
16.9% shares in INTP, it should sell it to a strategic partner
in order to reap more money because if the shares were sold
through the bourse, INTP's share value could drop.
"The smaller amount is due to over supply of stocks, which would
eventually cut the share value in the bourse," he said.
=========
J A P A N
=========
HITACHI LIMITED: Posts Y110B H101 Group Net Loss
------------------------------------------------
Hit by a 90 percent price collapse for Dynamic Random Access
Memory (DRAM) chips as well as steadily decreasing information-
technology products demand, Hitachi Limited posted a group net
loss of Y110.54 billion for the six months, registering its
second worse first half ever. Last year Hitachi reported a
profit of Y61.68 billion, the Asian Wall Street Journal reported
October 30.
The Japanese company also reported a group operating loss of
Y42.11 billion, compared with last year's group operating profit
of Y166.13 billion. Hitachi group sales also dropped 1.8 percent
on year to Y3.938 trillion.
HOKURIKU BANK: Moody's Affirms `Baa3' Long-Term Rating
------------------------------------------------------
Moody's Investors Service has affirmed Hokuriku Bank's E bank
financial strength rating, Baa3 long-term deposit rating, Prime-
3 short-term deposit rating. The rating outlook remains stable.
Moody's says the ratings affirmation is in response to
Hokuriku's announcement that it will suspend its preferred
dividend payments. This is the second time such a decision taken
by any Japanese bank receiving government preferred capital
injections, following Asahikaga Bank's suspension. The
affirmation of the deposit ratings at Baa3, and the stable
rating outlook, are based solely on Moody's expectation that
Hokuriku will continue to enjoy the benefits of systemic support
in view of its perceived importance to both the local economy
and local financial settlement networks.
The bank announced that its estimated FYE March 2002 results
would show substantial losses of Y117 billion, due to large
credit expenses and markdown losses on its comparatively large
investment securities. In view of the weak local economy and its
large middle market portfolio, Moody's also believes that the
bank's revised earnings recovery plan will face significant
pressure from continuing deterioration of its local based
special mention portfolio negatively affected by depressed local
economy, despite its strong operating franchise in its home
markets.
Moody's expects there will be a significant regulatory pressure
on the senior management of the bank to take further
restructuring measures and to initiate local market targeted re-
capitalization exercise to redress the eroded regulatory
capitalization.
However, as future systemic support for regional banks will not
be provided for the purpose of protecting individual
institutions, but rather to avoid possible systemic risk that
could impact on the regional economy, Moody's will continue to
monitor the credit implications and effectiveness of systemic
support of the Japanese regional banking system.
MATSUSHITA ELECTRIC: Nakamura Offers Job Retention Assurance
------------------------------------------------------------
Matsushita Electric Industrial Co. President Kunio Nakamura
promised not to cut any of its 293,000 workers jobs, despite
competitors' decisions to the contrary. The statement sparked
investors' fears that the biggest consumer electronics company
in Japan will be unable to regain profitability, News on Japan
reported on October 30 citing a report by Bloomberg News.
In a bold statement at a press conference, Nakamura said
"Companies have social responsibilities, I'm confident I can
turn losses to profits without cutting jobs."
Bloomberg News noted that, "The electronics giant will probably
report a Y47 billion yen loss in the quarter ended Sept. 30, the
biggest in six years, compared with Y42 billion yen in profit a
year earlier."
MATSUSHITA ELECTRIC: Posts Y68B Q201 Net Loss
---------------------------------------------
Matsushita Electric Industrial Co., Ltd. (NYSE:MC) reported
Tuesday its consolidated financial results for the second
quarter and first half, ended September 30, 2001, and non-
consolidated (parent company alone) results for the first fiscal
half.
Consolidated Second-quarter Results
Consolidated group sales for the second quarter were down 13% to
Y1,710.8 billion (U.S.$14.38 billion), from 1,964.7 billion yen
in the same three-month period a year ago. Of the total,
domestic sales decreased 19% to 823.9 billion yen ($6.92
billion), while overseas sales decreased 6% to 886.9 billion yen
($7.45 billion). Excluding the effects of currency translation,
overseas sales decreased 14% from a year ago on a local currency
basis.
Matsushita attributes these declines primarily to worsening U.S.
and worldwide economic conditions and further depressed demand
from the global IT industry. In explaining external conditions,
the Company said that the Japanese economy experienced continued
setbacks due mainly to decreased exports and depressed capital
investments, while outside of Japan, the U.S. economy slowed
further, with countries in Europe and Asia also showing signs
of deepening economic slowdowns.
Matsushita's earnings were severely impacted by sales declines,
especially in mobile communications equipment, including
cellular phones, and components and devices for the IT industry,
as well as intensified price competition. The negative effects
caused by these factors could not be offset by company wide
efforts to reduce fixed costs and streamline parts and materials
costs. As a result, second quarter operating profit declined to
a loss of Y37.0 billion ($311 million), as compared with an
operating profit of Y78.4 billion recorded a year ago. Income
before income taxes in the second quarter also sharply decreased
to a loss of Y66.1 billion ($555 million), from a pre-tax profit
of Y76.5 billion for the same period last year. Accordingly, the
Company registered a quarterly net loss of Y50.1 billion ($421
million), compared with a net income of 42.0 billion in
the previous year's second quarter.
This resulted in a net loss per common share of 24.10 yen (20
cents per American Depositary Share (ADS), each representing one
share of common stock) on a diluted basis in the second quarter,
versus a net income per common share of 19.25 yen on the same
basis a year ago.
Consolidated First-half Results
Combining the second quarter results with those of the first
quarter, consolidated group sales for the first fiscal half
decreased 9% to 3,385.6 billion yen ($28.45 billion), compared
with 3,737.0 billion yen in the same six-month period a year
ago. Domestic sales decreased 12% to 1,648.5 billion yen ($13.85
billion), while overseas sales decreased 6% to 1,737.1 billion
yen ($14.60 billion). On a local currency basis, overseas sales
were down 13%.
For reasons similar to those given for second quarter results,
the Company's operating profit for the first fiscal half
declined to a loss of 75.7 billion yen ($636 million), compared
with an operating profit of 99.6 billion yen a year ago.
Accordingly, the Company recorded a loss before income taxes of
87.3 billion yen ($733 million) in the first six months,
compared with the previous first half's income before income
taxes of 105.1 billion yen, and a net loss of 69.5 billion yen
($584 million), compared with a net income of 51.4 billion
yen in the first half of the previous year. This resulted in a
net loss per common share of 33.41 yen (28 cents per ADS) on a
diluted basis, versus net income per common share of 23.70 yen
in the first half of the previous year.
Consolidated First-half Sales Breakdown by Product Category
The Company's first-half consolidated sales by major product
category are summarized as:
AVC Networks
AVC Networks sales declined 6% to 1,937.2 billion yen ($16.28
billion), compared with 2,060.5 billion yen in the same six-
month period a year ago. Within this segment, sales of video and
audio equipment edged up 1% due to continued growth in such
areas as TVs and DVD players and discs, despite a sales decline
in VCR's.
In information and communications equipment, sales grew steadily
in such lines as car audiovisual (AV) equipment, CD-R/RW drives,
and broadcast- and business-use AV equipment. However, setbacks
recorded in mobile communications equipment, including cellular
phones, and hard disk drives, resulted in an 11% overall sales
decrease within this category.
Home Appliances
Sales of Home Appliances fell 5% to 604.2 billion yen ($5.08
billion), compared with 639.2 billion yen in the previous year's
first half. Although air conditioners, washing machines and
cooking equipment recorded modest sales gains, they were offset
by sales declines in refrigerators.
Industrial Equipment
Sales of Industrial Equipment were 146.1 billion yen ($1.23
billion), down 36% from 228.9 billion yen in the same six-month
period last year. Sales of factory automation (FA) equipment in
both domestic and overseas markets were down sharply compared
with a year ago, due to continuing decreases in demand from the
IT-related equipment industry.
Components and Devices
Sales of Components and Devices decreased 14% to 698.1 billion
yen ($5.87 billion), compared with 808.4 billion yen in the
first half of last year. While compressors for air conditioners
and other uses showed steady sales increases, the fall-off in
demand from the mobile communications and other IT-related
equipment industries resulted in significant sales declines for
semiconductors, general components and electric motors.
Non-Consolidated (Parent Company Alone) First Half Results
First-half parent-alone sales decreased 17% to 1,962.6 billion
yen, from 2,373.5 billion yen in the same six-month period a
year ago. This decrease is mainly attributable to lower domestic
sales and reduced exports, especially in mobile communications
equipment, components and devices for information and
communications equipment, and FA equipment.
Regarding parent-alone earnings, the favorable effects of a
weaker yen and companywide cost reduction efforts were not
sufficient to offset lower sales and fierce competition in
domestic and overseas markets, resulting in a parent-alone
operating loss of 29.9 billion yen, compared with an operating
profit of 31.0 billion yen a year ago. Recurring profit
decreased 95% to 2.5 billion yen, from 51.5 billion yen in the
previous first half. Parent-alone net income also decreased 93%
to 2.9 billion yen, compared with 39.8 billion yen in the first
half of last year.
Interim Dividend
The Matsushita Board of Directors voted Tuesday to distribute an
interim cash dividend of 6.25 yen per common share, payable
December 10, 2001, to parent-company shareholders of record on
September 30, 2001. This dividend rate is unchanged from last
year.
Outlook for the Full Fiscal Year 2002, ending March 31, 2002
Matsushita announced a revision of its forecast made on April
27, 2001 for consolidated and non-consolidated sales and
earnings for the current fiscal year, ending March 31, 2002
(fiscal 2002). Taking into account slowdowns in the U.S. and
worldwide economies, combined with the negative economic effects
caused by the terrorist attacks of September 11, the Company
foresees a worsening overall business environment, and the
possibility of a global simultaneous recession.
The Company currently expects this severe environment, affecting
the AVC Networks and Components and Devices segments in
particular, to continue through the current fiscal year. To
counter this severe environment, and increase profitability,
efficiency and corporate value, Matsushita intends to accelerate
the implementation of its mid-term Value Creation 21 plan, which
started at the beginning of this fiscal year. In addition to its
ongoing business restructuring programs, the Company plans to
enhance employment restructuring initiatives, including the
introduction of a Special Life Plan Assistance Program
(effective only for the current fiscal year) to provide
an additional retirement allowance and other support to
employees opting for early retirement with new careers outside
of Matsushita.
On a consolidated group basis, the Company now expects annual
sales for the current fiscal year to decrease 11% from the
previous fiscal year, to approximately 6,800 billion yen,
compared with the original forecast of 7,550 billion yen.
Consolidated income before income taxes is anticipated to
decrease to a pre-tax loss of approximately 370 billion yen,
compared to the previous forecast for pre-tax income of 133
billion yen. The pre-tax loss forecast includes one-time non-
operating expenses of an estimated 200 billion yen related to
the above-mentioned Special Life Assistance Program, the closure
or integration of several manufacturing locations and other
restructuring programs.
Net income for the fiscal year is also forecasted to decrease
sharply, resulting in an estimated net loss of approximately 265
billion yen, as compared with the original forecast for net
income of 57 billion yen.
On a non-consolidated, parent company-alone basis, the Company
now expects sales for the full fiscal year to decrease 17% from
the previous fiscal year, to about 4,030 billion yen, instead of
the earlier forecast of 4,680 billion yen. Parent-alone
recurring profit is projected to decline, resulting in a
recurring loss of 20 billion yen, replacing the earlier forecast
of a recurring profit of 81 billion yen. A non-recurring loss of
approximately 124 billion yen related to implementation of the
Special Life Assistance Program and other restructuring programs
will also be incurred. Accordingly, parent-alone annual net
income is now seen to fall to a net loss of 68 billion yen,
replacing the previous forecast of a net income of 38 billion
yen.
Matsushita expects the above-mentioned restructuring programs,
taking place in the current fiscal year, to accelerate its Value
Creation 21 plan, resulting in sizeable reductions of fixed
costs in subsequent years. Based on such positive effects from
the restructuring programs and the anticipated recovery in
sales, management indicated Tuesday its confidence in a
turnaround in earnings beginning in the next fiscal year, ending
March 31, 2003.
Notes to consolidated financial statements:
1. The Company's consolidated financial statements are prepared
in conformity with United States generally accepted accounting
principles.
2. From this fiscal year, the Company has applied SFAS No.133,
"Accounting for Derivative Instruments and Hedging Activities,"
and SFAS No.138, "Accounting for Certain Derivative Instruments
and Certain Hedging Activities, as amendment of SFAS No.133."
3. Comprehensive income (loss) was reported as a loss of 184.0
billion yen ($1.55 billion) for the first half ended September
30, 2001, and a loss of 21.8 billion yen for the first half
ended September 30, 2000. Comprehensive income (loss) includes
net income, increases (decreases) in cumulative translation
adjustments, unrealized holding gains (losses) of available-for-
sale securities and unrealized gains (losses) of certain
derivative instruments.
4. Beginning in this fiscal year, Matsushita discloses sales
breakdown and business segment information according to the
newly reclassified product segments; AVC Networks, Home
Appliances, Industrial Equipment, and Components and Devices.
Accordingly, sales breakdown and business segment information r
the second quarter and first half of fiscal 2001 are
restated to correspond to the new segment reclassifications.
5. Restructuring charges in "other income (deductions)" of the
consolidated statement of income for the first half ended
September 30, 2001 and 2000 include one-time expenses
associated with the implementation of the regional-based
employee remuneration system and early retirement programs.
6. Number of consolidated companies: 337
7. Number of companies reflected by the equity method: 47
8. United States dollar amounts are translated from yen for
convenience at the rate of U.S. $1.00 = 119 yen, the
approximate rate on the Tokyo Foreign Exchange Market on
September 28, 2001.
9. Each American Depositary Share (ADS) represents 1 share of
common stock.
Matsushita Electric Industrial Co., Ltd.
Consolidated Statement of Income (a)
(Three months ended September 30)
Yen U.S. Dollars
(millions) Percentage (millions)
2001 2000 2001/2000 2001
---- ---- --------- ----
Net sales Y 1,710,825 Y 1,964,666 87% $ 14,377
Cost of sales (1,290,931) (1,375,380) (10,848)
Selling, general and administrative expenses
(456,915) (510,859) (3,840)
---------- ---------- --------
Operating profit (loss)
(37,021) 78,427 -- (311)
Other income (deductions):
Interest income 8,831 10,727 74
Dividend income 858 3,592 7
Interest expense (9,868) (11,295) (83)
Restructuring charges
(b) (8,356) (3,780) (70)
Write-down of investment securities
(18,608) (1,581) (156)
Other income (loss)
net (1,897) 431 (16)
---------- ---------- --------
Income (loss) before income taxes
(66,061) 76,521 -- (555)
Provision for income taxes
(1,359) (32,028) (12)
Minority interests 16,522 (7,337) 139
Equity in earnings of associated companies
798 4,817 7
Net income (loss) Y(50,100) Y 41,973 $ (421)
---------- ---------- --------
Net income (loss), basic per common share
(24.10) yen 20.19 yen $ ( 0.20)
per ADS (24.10) yen 20.19 yen $ ( 0.20)
Net income (loss), diluted per common share
(24.10) yen 19.25 yen $ ( 0.20)
per ADS (24.10) yen 19.25 yen $ ( 0.20)
(Parentheses indicate expenses or deductions.)
Supplementary Information
(Three months ended September 30)
Yen U.S. Dollars
(millions) (millions)
---------- -----------
2001 2000 2001
---- ---- ----
Depreciation
(tangible assets): Y 80,834 Y 84,539 $ 679
Capital investment: Y 85,648 Y 145,297 $ 720
R&D expenditures: Y 148,392 Y 139,919 $ 1,247
Number of employees
(Sept. 30) 292,765 300,410
Matsushita Electric Industrial Co., Ltd.
Consolidated Statement of Income (a)
(Six months ended September 30)
Yen U.S. Dollars
(millions) Percentage (millions)
2001 2000 2001/2000 2001
---- ---- --------- ----
Net sales Y 3,385,609 Y 3,737,041 91% $ 28,450
Cost of sales (2,513,324) (2,634,180) (21,120)
Selling, general and administrative expenses
(947,992) (1,003,237) (7,966)
---------- ---------- --------
Operating profit (loss)
(75,707) 99,624 -- (636)
Other income (deductions):
Interest income 18,403 21,534 155
Dividend income 6,323 12,139 53
Interest expense(20,928) (22,364) (176)
Restructuring charges(b
(8,537) (10,120) (72)
Write-down of investment securities
(18,608) (1,583) (156)
Other income (loss), net
11,797 5,870 99
---------- ---------- --------
Income (loss) before income taxes
(87,257) 105,100 -- (733)
Provision for income taxes
(8,771) (50,562) (74)
Minority interests
26,903 (10,207) 226
Equity in earnings (losses) of associated companies
(348) 7,041 (3)
---------- ---------- --------
Net income (loss) Y (69,473) Y 51,372 $ (584)
========== ========== ========
Net income (loss), basic per common share
(33.41) yen 24.71 yen $ ( 0.28)
per ADS (33.41) yen 24.71 yen $ ( 0.28)
Net income (loss), diluted per common share
(33.41) yen 23.70 yen $ ( 0.28)
per ADS (33.41) yen 23.70 yen $ ( 0.28)
Consolidated Statement of Surplus(a)
(Six months ended September 30)
Yen U.S. Dollars
(millions) (millions)
2001 2000 2001
---- ---- ----
Retained earnings at beginning of period
Y 2,924,071 Y 2,911,665 $ 24,572
Net income (loss)(69,473) 51,372 (584)
Cash dividend (12,995) (12,890) (109)
Transfer to legal reserve
(993) (863) (8)
Transfer to capital surplus due to a merger of a subsidiary
(3,995) -- (34)
Retained earnings at end of period
2,836,615 Y 2,949,284 $ 23,837
Supplementary Information
(Six months ended September 30)
Yen U.S. Dollars
(millions) (millions)
2001 2000 2001
---- ---- ----
Depreciation (tangible assets):
Y 159,186 Y 161,457 $ 1,338
Capital investment:
Y 180,357 Y 242,344 $ 1,516
R&D expenditures: Y 282,566 Y 271,512 $ 2,375
Matsushita Electric Industrial Co., Ltd.
Consolidated Balance Sheet(b)
September 30, 2001
With comparative figures for March 31, 2001
Yen U.S. Dollars
(millions) (millions)
Assets Sept. 30, 2001 March 31, 2001 Sept. 30, 2001
------ -------------- -------------- --------------
Current assets:
Cash and deposits Y 1,148,188 Y 1,376,023 $ 9,648
Marketable securities 16,626 11,421 140
Trade receivables
(notes and accounts) 1,169,333 1,396,078 9,826
Inventories 1,019,311 1,047,615 8,566
Other current assets 474,420 486,812 3,987
----------- ----------- --------
Total current assets 3,827,878 4,317,949 32,167
----------- ----------- --------
Noncurrent receivables 235,018 246,419 1,975
Investments and advances 1,339,457 1,511,337 11,256
Property, plant and equipment, net of accumulated
depreciation 1,599,038 1,578,061 13,437
Other assets 591,064 502,522 4,967
----------- ----------- --------
Total assets Y 7,592,455 Y 8,156,288 $ 63,802
=========== =========== ========
Liabilities and Stockholders' Equity
Current liabilities:
Short-term
borrowings Y 638,338 Y 548,459 $ 5,364
Trade payables (notes and accounts)
503,946 677,723 4,235
Other current liabilities
1,383,235 1,466,605 11,624
----------- ----------- --------
Total current liabilities
2,525,519 2,692,787 21,223
----------- ----------- --------
MYCAL CORPORATION: Running Out Of Potential Investors
-----------------------------------------------------
Mycal Corporation, the supermarket chain operator that filed for
creditor protection in September, has yet to find a single
corporate sponsor to take over its business, the Asian Wall
Street Journal reported Tuesday.
Just last week, one of the potential sponsors for Mycal's
rehabilitation, Aeon Co., pulled out of negotiations discouraged
by current circumstances. Aeon was disappointed by Mycal's use
of its outlets as collateral to raise funds. The undoing of
mortgage deals necessitates a complex process, a process in
which Aeon doesn't want to get involved in.
Another candidate, Ito-Yokado, didn't go through with
negotiations citing differences between the two companies'
operating styles.
Wal-Mart Stores Inc., although considered a strong candidate,
most likely will not take over the company in its entirety
because it operates ground-level outlets.
VICTOR CO.: S&P Lowers Ratings to 'BBB-/A-3', Outlook Negative
--------------------------------------------------------------
Standard & Poor's lowered Tuesday its long-term rating on Victor
Co. of Japan Ltd. (JVC) to triple-'B'-minus from triple-'B'-
plus. At the same time, Standard & Poor's lowered its short-term
rating on the company to 'A-3' from 'A-2'.The outlook on the
long-term rating is negative. The ratings were removed from
CreditWatch, where they were placed on Aug. 7, 2001 (see list
below).
The downgrade reflects JVC's weakened profitability and cash
flow generation in its core consumer electronics segment. The
rating on the company takes into account the advantages JVC
derives from its relationship with its parent and majority
shareholder Matsushita Electric Industrial Co. Ltd.
(A+/Negative/A-1+).
However, it also incorporates the possibility that ongoing harsh
conditions in the consumer electronics business could exert
further pressure on JVC's profitability, preventing the company
from meeting the profitability targets outlined in its business
plan.
Because of its strengths in traditional video cassette recorders
(VCRs)--the company pioneered the global standard VHS format in
the 1970s--JVC has been slow in developing next generation video
storage mediums. The company's new digital VHS format has proven
significantly less popular among consumers than digital video
disc (DVD) formats, while its traditional VCR business is
performing poorly amid intense pricing pressures.
As a result, the company lacks a significant source of profits
in its core consumer electronics segment, which has caused its
overall profitability to deteriorate. Profits and cash flows
from other business segments, such as components and devices and
entertainment, have been too weak to compensate for the
lackluster performance of the consumer electronics segment.
JVC's cash flow protection has weakened over the past few years.
Funds from operations (FFO) to total debt and FFO to capital
expenditures remained low in fiscal 2000 (ended March 2001), at
6.88% and 43.72%, respectively. In the first half of fiscal
2001, JVC posted an operating loss of 15.4 billion. At the same
time, the company lowered its operating profit forecasts for
fiscal 2001 to 10.5 billion in losses from 13 billion in
profits.
Although JVC is trying to reduce its surplus inventory, the
company's inventory holdings are still high, accounting for 29%
of total assets as of Sept. 30, 2001, which could further erode
its profitability. JVC's capital structure, which in the past
was relatively strong compared with that of its peers, has
deteriorated. Total debt to capital increased to around 50% in
fiscal 2000, and is unlikely to improve in the short term.
JVC announced its midterm management plan in January 2001, in
parallel with the management plan announced by Matsushita in
November 2000. Under its plan, JVC expects to cooperate with
Matsushita in the research and development of next generation
digital products and to utilize Matsushita's manufacturing
plants. However, the plan does not outline any financial support
from Matsushita, or provide JVC with access to the parent
company's sales networks. As a result, it is unlikely to bring
about an improvement in JVC's weak profitability and cash flow
generation.
OUTLOOK: NEGATIVE
The outlook reflects concerns that JVC will face difficulties in
meeting the targets outlined in its management plan. The rating
on the company could be lowered if its profitability and cash
flow generation deteriorate further, causing more damage to its
capital structure.
RATINGS LOWERED, OFF CREDITWATCH NEGATIVE
Victor Co. of Japan Ltd. (JVC Corp.)
Long-term corp credit rating BBB-/Negative
Snr unsecd debt BBB-
Short-term corp credit rating A-3
JVC Finance B.V.
Euro CP program (guaranteed by Victor Co. of Japan Ltd.) A-3
U.S. JVC Corp.
MTN program (guaranteed. by Victor Co. of Japan Ltd.) BBB-
CP program (guaranteed by Victor Co. of Japan Ltd.) A-3
=========
K O R E A
=========
DAEWOO MOTOR: GM Seeks Labor Rule Changes
-----------------------------------------
General Motors Corporation has asked Daewoo Motor Co. for an
amendment of its labor-related regulations so that the American
automaker doesn't have to obtain labor union approval for
decisions directly related to employees and asset sales, the
Asian Wall Street Journal reported Tuesday.
Daewoo Motor has acted upon the proposal and plans meet with the
union to negotiate on Thursday to revise labor regulations.
Current company regulations require union approval for any asset
sales and layoffs.
The U.S. auto-giant has signed a memorandum of understanding to
take over some of Daewoo Motor's assets. GM will eventually
acquire a 67 percent Daewoo Motor stake following payment of
US$400 million.
HYNIX SEMICONDUCTOR: Horie's Resignation Not Tied To Bad Loans
--------------------------------------------------------------
Korea First Bank's CEO, Wilfred Horie did not resign because of
the bank's dealings with ailing Hynix Semiconductor during his
stewardship, the Korea Herald reported on October 31, citing an
unnamed official of the Financial Supervisory Service.
The anonymous source said, "Horie resigned not due to pressure
for extending loans to troubled company like Hynix, but because
the bank is currently headed for a change in its strategy."
Horie's replacement, Robert Cohen is reportedly an expert in
risk management, private banking and corporate lending.
Robert Cohen is considered tailor-made for the position since
Newbridge, the foreign owner of KFB plans to reduce its exposure
to affiliates of industrial conglomerates and concentrate more
on giving loans to small and medium business.
However, market analysts still continue to speculate that the
Horie was forced to resign because of his hand in extending
loans to Hynix, which is currently on the brink of collapse.
HYNIX SEMICONDUCTOR: Creditors Proceed With Meeting
---------------------------------------------------
Creditors of Hynix Semiconductor Inc. pushed through with their
initial plan to meet Wednesday to mull over the details of the
latest bailout scheme for the ailing chip manufacturer.
Primarily, the creditors intended to address how much of the
company's existing debt will be written off, the Asian Wall
Street Journal reported Tuesday citing a statement by the Korea
Exchange Bank (KEB).
Previous reports initially pointed to a delay in the meeting
brought about by increasing differences between some creditors
on how the new bailout package should be implemented.
No details however were released regarding the creditors'
progress in ironing out their differences concerning the
proposed bailout.
Hynix is currently burdened by huge cash flow problems and
whopping losses as a result of the current downturn plaguing the
semiconductor industry. It currently has W8.64 trillion in debt.
HYNIX SEMICONDUCTOR: Execs Forgo Pay To Aid Restructuring Plan
--------------------------------------------------------------
Hynix Semiconductor Inc. CEO Park Chong-sup, as well as other
senior executives of the troubled chip maker, will report for
work between November 1 and March 31, 2002 as usual but will not
receive any salary during the period. The gesture is part of a
restructuring move involving all employees of the company, the
Asian Wall Street Journal reported Thursday.
The move is also seen as symbolic, with all of company's
employees taking a month of unpaid leave in a five month period
as an effort to keep the company afloat.
More importantly, the rotated leave would temporarily reduce
staff numbers by 20 percent, effectively helping the company
save 30 percent in labor costs a month.
Hynix posted its largest-ever net loss for the third quarter,
pegged at W1.62 trillion.
HYUNDAI SECURITIES: AIG's Intention Re Hyundai Deal Doubted
-----------------------------------------------------------
Questions are currently being asked on whether or not the AIG-
led consortium really intends to continue with the deal for the
acquisition of Hyundai Securities following its latest requests
to the Korean brokerage, the Korea Herald reported yesterday.
The consortium, just last week, made five new requests from
Hyundai in connection with the deal, to which the latter
protested saying that such demands were not part of the initial
agreement.
A foreign business source was even quoted saying "Koreans want
to believe this deal will happen, but many of us are asking if
it will actually fall through," he said further that "I mean,
if AIG really wants to buy Hyundai Securities, why is it
continuously demanding for more?"
The same source was curious as to why an insurance company
without any traces of brokerages in its assets portfolio such as
AIG, really wants to acquire a Korean Securities firm.
A Financial Supervisory Commission (FSC) official maintained
that the consortium was merely haggling for a better deal and
was clearly interested in the acquisition of the brokerage firm.
===============
M A L A Y S I A
===============
GEAHIN ENG'G: Proposes Adoption of New Articles of Association
--------------------------------------------------------------
The Board of Directors of Geahin Engineering Berhad (Geahin)
announced that Geahin proposes to adopt a new set of Articles of
Association that, among others, contains relevant provisions of
Chapter 7 of the KLSE Listing Requirements (the Proposal).
The Proposal is made to comply with the revised KLSE Listing
Requirements and at the same time to bring forth the Articles of
Association of Geahin in line with other relevant statutory or
regulatory requirements as revised and where relevant, to render
a throughout consistency.
The Proposal is conditional upon the:
a) approval of the shareholders of Geahin at the forthcoming
Extraordinary General Meeting to be convened; and
b) filing of a copy of the shareholders' Special Resolution on
the adoption of a new set of Articles of Association with the
Registrar of Companies.
HAI MING: Passes Special Business Resolutions at 15th AGM
---------------------------------------------------------
Hai Ming Holdings announced that all resolutions (of which nos.
6 and 7 were passed as special business) were duly passed at the
Fifteenth Annual General Meeting duly convened and held 30
October 2001.
The summary of resolutions passed as Special Business were:
Resolution No. 6: As Ordinary Resolution
Resolved that pursuant to Section 132D of the Companies Act,
1965, the Directors of the Company be empowered to issue new
shares from time to time provided the aggregate number of shares
issued does not exceed 10% of the issued capital of the Company
for the time being.
Resolution No. 7: As Special Resolution
Resolved that the Articles of Association of the Company be
amended to comply with the latest revamped listing requirements
of the Kuala Lumpur Stock Exchange.
HOTLINE FURNITURE: Appoints Bin Ahmad as Boardroom Chairman
------------------------------------------------------------
Hotline Furniture Berhad posted this notice:
Date of change : 30/10/2001
Type of change : Redesignation
Boardroom
Previous Position : Chairman
New Position : Chairman
Directorate : Executive
Name : DR AZMAN BIN AHMAD
Age : 40
Nationality : MALAYSIAN
Qualifications
Ph.D Engineering in University Malaya
B.E. (Hons) (Civil) in University of Adelaide, Australia
Working experience and occupation
Project Manager, Assistant Operations Manager in construction
companies
Lecturer of NCUK/ITM, Shah Alam & University Malaya
Directorship of public companies (if any)
Habib Corporation Berhad
Tongkah Holdings 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 : 1,000 ordinary shares of RM1.00 each
PAN PACIFIC: Posts Proposed Corp, Debt Exercise Status
------------------------------------------------------
The Board of Directors of Pan Pacific Asia Bhd. (PPAB or
Company), announced pursuant to Paragraph 8.14 of the Listing
Requirements (Practice Note 4/2001) as follows:
CRITERIA AND OBLIGATIONS PURSUANT TO PARAGRAPH 8.14 OF THE
LISTING REQUIREMENTS (PRACTICE NOTE 4/2001)
PROPOSED CORPORATE EXERCISE
INTORDUCTION
Pursuant to the announcement made by International Merchant
Bankers (CIMB) on behalf of PPAB on 19 June 2001, PPAB had on 12
June 2001, received the approval of the Securities Commission
(SC) for the disposal of the entire issued and paid up share
capital of Peninsula Securities Sdn Bhd (PSSB) comprising
100,000,000 ordinary shares of RM1.00 each for a cash
consideration based on the certified net tangible assets (NTA)
of the PSSB Group as at the Unconditional Date plus a fixed
premium of RM80,000,000-00.
On 25 June 2001, CIMB announced on behalf of PPAB that PPAB had,
on 23 June 2001 entered into a Supplemental Agreement to vary
the fixed premium attached to the consolidated NTA of the PSSB
Group in the computation of the disposal consideration from
RM80,000,000-00 to RM72,000,000-00. The SC approved the revised
consideration on 6 July 2001. The disposal was completed on 30
August 2001.
On 16 October 2001, Alliance Merchant Bank Berhad (formerly
known as Amanah Merchant Bank Berhad) announced on behalf of
PPAB that the SC, vide their letter dated 5 October 2001,
approved the proposed utilization of approximately RM70 million
of the proceeds from the aforesaid disposal for the purpose of
investment in a new business involving the establishment of
production facilities or acquisition of machinery to manufacture
biodegradable food and beverage packaging products.
PPAB has also appointed Deloitte & Touche Consulting Group Sdn
Bhd (Deloitte) to formulate a restructuring plan for the
Proposed Corporate and Debt Restructuring of PPAB Group.
PRACTICE NOTE NO. 4/2001
Pursuant to paragraph 2.1 of Practice Note No. 4/2001 (PN
4/2001) issued by the Kuala Lumpur Stock Exchange (KLSE) which
came into effect on 15 February 2001, a listed issuer and/or its
directors would be required to comply with the Provision of
PN4/2001 if the listed issuer fulfils one or more criteria as
set out below:
(i) deficit in adjusted shareholders' equity of the listed
issuer on a consolidated basis;
(ii) receivers and/or managers have been appointed over the
property of the listed issuer, or over the property of its major
subsidiary or major associated company which property account
for at least 70% of the total assets employed of the listed
issuer on a consolidated basis;
(iii) the auditors have expressed adverse or disclaimer
opinion in respect of the listed issuer's going concern in its
latest audited accounts; or
(iv) special administrators have been appointed over the
listed issuer or the major subsidiary or major associated
company of the listed issuer pursuant to the provisions of the
Pengurusan Danaharta Nasional Berhad Act 1998.
PPAB wish to announce that the criteria as set out in sub-
section (ii), (iii) and (iv) above are not applicable to PPAB.
However, based on the latest audited results of PPAB for the
financial period ended 30 June 2001, PPAB's adjusted
shareholders' equity on a consolidated basis recorded deficits
of approximately RM105.27 million. Hence, PPAB is an affected
listed issuer pursuant to PN4/2001.
OBLIGATION UNDER PN4/2001
Pursuant to PN4/2001, PPAB is required to comply with the
following disclosure requirements:
(i) make an announcement within seven (7) market days from
the date the listed issuer becomes an affected listed issuer,
stating that PPAB is an affected listed issuer, its obligations,
and the status of its plan to regularize its financial
conditions; which is the subject of this announcement;
(ii) announce the status of its plan to regularize its
financial condition on a monthly basis until further notice from
KLSE;
(iii) announce its compliance or failure to comply with a
particular obligation imposed pursuant to PN4/2001, as and when
such obligations fall due;
(iv) submit monthly reports to KLSE within ten (10) market
days from the end of the month reported upon until further
notice from KLSE; and
(v) regularize its financial condition within the time
schedule as stipulated. PPAB will make an announcement to KLSE
of its detailed restructuring plan within 6 months from the date
hereof ("the requisite announcement"). PPAB is given a period of
2 months from the date of the requisite announcement to submit
its plan to regularize its financial condition to the relevant
authorities for approval.
CONSEQUENCE OF NON-COMPLIANCE WITH PN4/2001
Any affected listed issuer which fails to comply with any
obligations imposed on it by KLSE under PN4/2001 may be regarded
as a listed issuer whose financial condition does not warrant
continued trading and/or listing.
MONITORING ACCOUNTANT
Monitoring accountant is not required by PPAB pursuant to
Paragraph 6.0 of PN4/2001 as the audited accounts of PPAB is not
subject to any qualification by the auditors.
STATUS OF RESTRUCTURING PLAN
Deloitte is in the final stage of conceptualizing a Debt
Restructuring Scheme. Meanwhile, the management of PPAB is
finalizing its corporate structure for the establishment of a
manufacturing facility to manufacture biodegradable packaging
products.
RENONG BERHAD: Proposes Shareholders' Mandate
---------------------------------------------
On behalf of the Board of Directors of Renong Berhad (Renong or
the Company) (Board), Commerce International Merchant Bankers
Berhad (CIMB) announced that the Company proposes to seek a
general mandate from its shareholders for recurrent related
party transactions of a revenue or trading nature pursuant to
Paragraph 10.09 of the Listing Requirements at an extraordinary
general meeting (EGM) of the Company to be convened.
DETAILS OF THE PROPOSED SHAREHOLDERS' MANDATE
Renong is a project procurement and management, and strategic
investment company, whilst its subsidiaries and associated
companies are principally engaged in property development, oil
and gas services, transportation and telecommunication services.
Renong and its subsidiaries (Renong Group or the Group) in the
ordinary course of business, enter into recurrent related party
transactions of a revenue or trading nature, which are necessary
for the day-to-day operations with certain related parties of
Renong (Recurrent Transactions).
Such Recurrent Transactions are carried out or to be carried out
on an arm's length basis and on commercial terms which are not
more favorable to the related parties than those generally
available to the public and which will not be detrimental to the
minority shareholders of the Company. The Recurrent Transactions
are disclosed in Table 1 found at
http://www.bankrupt.com/misc/Renong.doc
The Board proposes to obtain shareholders' mandate for the
Recurrent Transactions entered into by the Renong Group with
certain related parties in order to comply with Paragraph 10.09
of the Listing Requirements. The mandate will expire at the
annual general meeting (AGM) of the Company in 2002 and shall
apply in respect of Recurrent Transactions entered or to be
entered into from 1 June 2001 (the date the new Listing
Requirements came into effect) to the AGM of the Company in
2002.
Thereafter, approval from shareholders for a renewal of the
Recurrent Transactions' mandate will be sought at each
subsequent AGM of the Company.
Disclosure will be made in the annual report of the Company of
the aggregate value of transactions conducted pursuant to the
shareholders' mandate during the financial year and in the
annual reports for the subsequent financial years during which
the shareholders' mandate is in force.
RATIONALE FOR THE PROPOSED SHAREHOLDERS' MANDATE
The Proposed Shareholders' Mandate will enable the Renong Group
to carry out recurrent transactions necessary for the Group's
day-to-day operations which are time-sensitive in nature, and
will eliminate the need to announce and to convene separate
general meetings on each occasion to seek prior approval of
shareholders for the Recurrent Transactions.
This will substantially reduce expenses associated with the
convening of general meetings on an ad hoc basis, improve
administrative efficiency and allow human resources and time to
be channeled towards attaining other corporate objectives.
APPROVALS REQUIRED
The Proposed Shareholders' Mandate is subject to and conditional
upon the approval of Renong's shareholders at an EGM to be
convened.
FINANCIAL EFFECTS OF THE PROPOSED SHAREHOLDERS' MANDATE
The Proposed Shareholders' Mandate will not have any effect on
the issued and paid-up share capital and substantial
shareholders' shareholdings of Renong, and is not expected to
have a material effect on the net tangible assets per share and
earnings per share of the Renong Group.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
The interests of the Directors and major shareholders of Renong
are set out in Table 1. Save as disclosed in Table 1 and as far
as the Directors are aware, none of the other Directors or major
shareholders of Renong or persons connected to them has any
interest, direct or indirect, in the Recurrent Transactions.
DIRECTORS' RECOMMENDATION
The Directors, after due consideration of all aspects of the
Proposed Shareholders' Mandate, are of the opinion that the
Proposed Shareholders' Mandate is in the best interests of the
Company.
ADVISER
CIMB has been appointed as adviser to Renong for the Proposed
Shareholders' Mandate.
SEAL INC.: No Significant Change in Defaulted Payment Status
------------------------------------------------------------
Seal Incorporated Berhad informed that there have been no new
developments in relation to the default in payment of the
principal and/or interest of the bank borrowings of the Company
and its subsidiaries (the Group) since our announcement dated 28
September 2001.
As of 31 October 2001, the Group's total default in payments to
financial institutions in respect of several of credit
facilities is RM53.5 million.
SOUTHERN PLASTIC: Submits RA Extension Request to KLSE
------------------------------------------------------
The Board of Directors of Southern Plastic Holdings Berhad
announced that the Company, applied for a further extension from
the Kuala Lumpur Stock Exchange (KLSE) on 22nd October 2001,
with respect to its Requisite Announcement (RA) as per the KLSE
Practice Note 4/2001 requirement.
The Board is applying for a two-month extension to December 22,
2001.
SRIWANI HOLDINGS: Court Grants Meetings Extension
-------------------------------------------------
On behalf of Sriwani Holdings Berhad (SHB or Company), Commerce
International Merchant Bankers Berhad announced that on 26
October 2001, the High Court of Malaya granted the Company and
certain of its subsidiaries a six (6) month extension. The
extension moves the convening dates from 18 October 2001 to 17
April 2002 for meetings concerning their respective:
(i) creditors included in the Proposed Scheme; and
(ii) shareholders for purpose of considering and if thought
fit, approve the Proposed Scheme with or without modifications.
TAP RESOURCES: Posts Resolutions Passed at 6th AGM
--------------------------------------------------
Tap Resources Berhad (the Company) stated that all the Ordinary
Resolutions, including the Ordinary Resolution (proposed as
Special Business) were passed at the Sixth Annual General
Meeting of the Company held on Tuesday, 30 October 2001:
Approval for issuance of 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 approvals of the relevant governmental
and/or regulatory authorities, the Directors be and are hereby
empowered to issue shares in the Company at any time, at such
price, upon such terms and conditions and for such purposes and
to such person or persons whomsoever as the Directors may, in
their absolute discretion deem fit, provided that the aggregate
number of shares to be issued does not exceed 10% of the issued
share capital of the Company for the time being
AND THAT the Directors be also empowered to obtain the approval
from the Kuala Lumpur Stock Exchange for the listing and
quotation for the additional shares so issued AND THAT such
authority shall continue in force until the conclusion of the
next Annual General Meeting of the Company".
ZAITUN INDUSTRI: Releases Winding-Up Petition Hearing Date
----------------------------------------------------------
Zaitun Industri Sdn Bhd (ZISB) informed that the Maxseal Sdn Bhd
vs ZISB winding-up petition is fixed for hearing on 20 November
2001.
ZISB also announced that the winding-up petition of Genting
Sanyen Industrial Paper Sdn Bhd vs ZISB fixed for hearing on 15
November 2001.
=====================
P H I L I P P I N E S
=====================
NATIONAL POWER: Meralco to Cancel Power Supply Agreement
--------------------------------------------------------
Manila Electric Co. (Meralco) is trying to cancel a Power
Purchase Agreement (PPA) it entered with the National Power
Corporation in 1994, in favor of another form of power supply
agreement which involves a lower volume of power, BusinessWorld
reported yesterday.
Meralco plans to sign a transition supply contract with the
state-run Napocor instead. A transition supply contract involves
a lower volume of power. The power supply cut will allow Meralco
to source its power from the 1,000 Megawatt Sta. Rita and 500
megawatt San Lorenzo natural gas-fired power plants, operated by
its sister company First Gas Corp., from which it also has an
existing PPA.
Under the original PPA entered with Napocor, Meralco will source
about 3,600 megawatts the state-run firm for a period of 10
years. The cut in Napocor-supplied power will allow Meralco to
use in full the 1,000-megawatt (MW) Sta. Rita and 500MW San
Lorenzo natural gas-fired power facilities in Batangas. Meralco
has existing PPAs with sister firm First Gas Power Corp. (FGPC),
which is the operator of the Sta. Rita and San Lorenzo power
plant.
Under the 10-year power supply agreement, Meralco will source
about 3,600 MW from Napocor. The contract still has three years
left on it.
According to a Meralco official, the new contract will not be
that beneficial to Napocor because it would mean a reduction in
its income, added to the fact that it has consistently been
plagued with losses.
The same official was quoted as saying "It (cancellation of the
deal) will not be good for Napocor. But at the end of the day,
we have to realize that they are going to be privatized anyway
and that the government will be partly absorbing the losses.
This is a cheaper source of power compared with the Napocor grid
rate."
NATIONAL POWER: Second Barge Sale Attempt Fruitless
---------------------------------------------------
Following the failure of the second auction of two available
power barges, the board of the National Power Corp. (Napocor)
and its president Jesus N. Alcordo will now look for alternative
methods for the disposal of the 100-megawatt power barges,
BusinessWorld reported Tuesday.
The second bidding held on October 29 failed to generate bids
even though the floor price was reduced by 10 percent because
bidders find the price too steep. Each barge is currently priced
at US$76.5 million.
Two entities brought bid documents but both declined to submit
an offer. One of the bidders, Duke Energy International
submitted a letter of regret that stated they "are unable to
submit a bid responsive to the terms and conditions set by
Napocor for this tender."
According to a task force official assigned to handle the
bidding, there will be no third attempt and the government
should think of other options. One option is the inclusion of
the power barges in the privatization of Napocor's assets.
The ailing state-run power company is up for privatization next
year under the newly approved Electric Power Industry Reform
Act.
NATIONAL POWER: Government Offers P11B Napocor Notes Purchase
-------------------------------------------------------------
In order to provide bridge financing to enable the ailing
National Power Corp. (Napocor) to settle maturing debts, the
Philippine government will buy P11 billion worth of Napocor
notes, the Asian Wall Street Journal reported on October 30.
The notes, to be issued November and in three tranches, have a
three-month maturity but will carry a coupon rate comparable to
those of one-year treasury bills.
The soon-to-be-privatized state firm needs around US$550 million
to finance maturing obligations and operating expenses this
year. It has already secured a P3 billion loan from the
government in September and another US$200 million from the Hong
Kong & Shanghai Banking Corporation last August.
=================
S I N G A P O R E
=================
ASIA FOOD: Posts Joint Update on Debt-Rescheduling Program
----------------------------------------------------------
In an announcement made on Tuesday, the respective Boards of
Directors of Asia Food & Properties Limited (AFP) and Golden
Agri-Resources Ltd (GAR) expressed their intention to update
their shareholders and the public on the debt-rescheduling
program.
During the month of October, the AFP Group (including GAR Group)
rescheduled an additional US$65.16 million of its outstanding
debts (comprising bank loans, bonds and trade facilities). The
table below reflects the debts rescheduled as a percentage of
total indebtedness of the AFP and GAR Groups, respectively:
US$ million AFP GAR Total AFP
(excluding GAR) (consolidated)
Total debt (bank 670.6 487.5 1,158.1
loans, bonds and
trade facilities
as at 30 June
2001)
Amount rescheduled 11.8 162.5 174.3
(as at end
October 2001)
Rescheduled 1.8 33.3 15.1
debt as
percentage of
total debts
Note: For ease of comparison, the amounts in Singapore Dollar
have been converted to US Dollar equivalent at US$1 to S$1.822.
Cash and Time Deposits: During the month of October, the AFP
Group (including GAR Group) withdrew an additional US$7.45
million from BII Bank Limited, Cook Islands. The AFP Group has
since (end March) reduced the deposit balance by US$31.41
million, of which GAR Group is US$10.19 million.
The companies are finalizing details of the proposed repayment
plan and security package and will make the appropriate
announcement.
CAPITALAND LIMITED: Divests Unit Stake
--------------------------------------
The Board of Directors of CapitaLand Limited (CapitaLand)
announced on October 30 that PREMAS Hong Kong Limited has sold
its entire 49 percent shareholding interest in Property
Integrated Services Company Limited (PISCO), a company
incorporated in Hong Kong. The Sale, comprising 490,000 ordinary
shares of HK$0.01 each, was disposed of at a consideration of
HK$4,900.
PREMAS Hong Kong Limited is a 70 percent partially-owned
subsidiary of PREMAS International Limited, which in-turn is
wholly-owned by CapitaLand.
With the divestment, PISCO has ceased to be an associated
company of CapitaLand.
CAPITALAND LIMITED: Posts Changes in Shareholder's Interests
------------------------------------------------------------
CapitaLand Limited posted yesterday a notice of changes in
substantial shareholder Temasek Holdings' deemed interests. The
complete announcement:
Notice Of Changes In Substantial Shareholder's Deemed Interests
Name of substantial shareholder: Temasek Holdings (Private)
Limited
Date of notice to company: 30 Oct 2001
Date of change of interest: 25 Oct 2001
Name of registered holder: CDP: DBS Nominees
Circumstance giving rise to the change: Others
Please specify details: Pledge of collateral in connection with
securities loan
Shares held in the name of registered holder
No. of shares of the change: 10,500,000
Percent of issued share capital: 0.417
Amount of consideration
per share excluding
brokerage, GST,
stamp duties, clearing fee: Nil
No. of shares held before change:
Percent of issued share capital:
No. of shares held after change:
Percent of issued share capital:
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 1,597,134,771 0
Percent of issued share capital: 63.45 0
No. of shares held after change: 1,586,634,771 0
Percent of issued share capital: 63.03 0
Total shares: 1,586,634,771 0
OAKWELL ENGINEERING: Creditors Approve Scheme of Arrangement
------------------------------------------------------------
The Board of Directors of Oakwell Engineering Limited is pleased
to announce that at a meeting of the secured creditors convened
on October 30, 2001, pursuant to a Court Order dated August 28,
2001, the Scheme of Arrangement proposed by the Company pursuant
to Section 210 of the Companies Act has been approved by the
requisite majority (both in number and in value) of the
Company's secured creditors. The Company will now apply to the
High Court of Singapore for Scheme of Arrangement approval.
Under the Scheme of Arrangement, Messrs Tam Chee Chong and
Andrew Grimmet and Ms. Lim Siew Soo, all of Arthur Andersen
Associates (S) Pte Ltd, are appointed Scheme Managers. The
Scheme of Arrangement is intended to implement the debt
restructuring plan proposed by the Company in conjunction with
the Investment Agreement entered into with G&W (Group) Holdings
Ltd as previously announced on October 19, 2001.
===============
T H A I L A N D
===============
DULWICH INT'L: Files Business Reorganization Petition
-----------------------------------------------------
The Petition for Business Reorganization of Dulwich
International Company Limited (DEBTOR), administrative and
establishment all level of educational institution, was filed to
the Central Bankruptcy Court:
Black Case Number 563/2543
Red Case Number 626/2543
Petitioner: DULWICH INTERNATIONAL COMPANY LIMITED: appointing Mr
Kraivin Srikraivin as the authority
Debts Owed to the Petitioning Creditor: Bt712,524,012.93
Planner: Mr. Apiwat Urairhut
Date of Court Acceptance of the Petition: July 21, 2000
Date of Examining the Petition: August 21, 2000 at 9.00 A.M.
Court Order for Business Reorganisation and Appointment of
Planner: August 21, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: August 25, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: September 14,
2000
Deadline for Planner to submit the Business Reorganization Plan
to Official Receiver: December 14, 2000
Planner postponed the Date to submit the Business Reorganization
Plan #1st: January 14, 2001
Planner postponed the Date to submit the Business Reorganization
Plan #2nd: February 14, 2001
Appointment Date of the Creditors' meeting for the Plan
Consideration: March 14, 2001 at 9.30 am. Convention Room no.
1104, 11th Floor Bangkok Insurance Building, South Sathorn Rd.
The Creditors' Meeting had passed the resolution accepting the
Reorganization plan
Court had issued an Order for Accepting the reorganization plan:
April 4, 2001 and appointed Mr. Apiwat Urairhut to be the Plan
Administrator
Announcement of Court Order for Accepting the Reorganization
Plan in Matichon Public Company Limited and Siam Rath Company
Limited: April 12, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette: May 15, 2001
Contact: Miss Amornrat Tel, 6792525 ext 132
PROPERTY PERFECT: Summarizes Information Meeting's Q&A
------------------------------------------------------
Property Perfect Public Company Limited held a meeting to
provide information in connection with the Company
Rehabilitation Plan on 24 October 2001 and there were certain
additional questions brought up during the meeting.
For the benefits of analysts, investors and the general public,
the Company provided the summary of the questions and answers:
Questions-Answers for the Information Meeting on 24 October 2001
Q: What are the proportions of pre-built houses and the per-
ordered houses for the years 2001 and 2002?
A: Pre-built houses are 70 percent and Per-ordered houses are 30
percent.
Q: What is the gross margin projected under the plan?
A: Approximately 20 percent.
Q: When will the Company start to recognize revenue for projects
which have just started?
A: Revenue will start to be recognized in year 2002.
Q: What are the terms of the Warrants?
Exercise Price A: Bt0.01
Maturity A: 10 Years
Conversion Right A: 1 Warrant for 1 share
Total Number of Warrants A: Approximately 58 mln units
Q: The total sales value of the projects which have just been
opened?
A: Approximately Baht 100 million.
Q: Actual presales for year 2000 A: Baht 700 million
Target presales for year 2001 A: Baht 1,000 million
YTD presales for year 2001 A: Baht 650 million
(Ending 3rd Quarter)
Q: Has the rehabilitation plan been approved by the creditors?
A: The majority of the creditors have approved the plan during
the Creditors' Meeting on 29 August 2001.
Q: What is the strategy for Property Perfect to ensure the
confidence of its customers?
A: The Company will use pre-built houses to improve the
confidence level of its customers.
Q: How many secured creditors?
Q: What are the names of all creditors?
A: The list of creditors is included in the rehabilitation plan
which has been submitted to the Stock Exchange of Thailand.
Q: The Debt to Equity Swap for secured creditors and unsecured
creditors, what are the mechanisms for the conversion and what
is the timeframe?
A: The debt to equity swap can occur within 4 years and 6 months
from the date of the plan approval at the price of Baht 10 per
share.
Q: What is the expected number of houses to be sold in year 2002
based on the sales revenue of Bt1,480 million?
Q: What are the expected units to be sold during each year?
A: Approximately 370 units in year 2002 and 400-500 units for
every year after 2002.
Q: What is the compensation rational for the warrants to be
issued to unsecured creditors which is 7 warrants for every Baht
1,000? Is this the compensation for the 1 percent interest
during the plan or for the past unpaid accrued interest?
A: The unpaid accrued interests are forgiven under the plan.
The unsecured creditors are paid 1 percent interest in cash
under the plan, the warrants are issued to compensate for the
interest rate differentials between the secured and unsecured
creditors.
Q: What is the expected gain from debt restructuring? When will
this gain be recognized?
A: The interest forgiven for secured creditors, and for
unsecured creditors are approximately Bt1,603 million and
Bt3,136 million, respectively. However there is certain
portion of such interest to be
reserved based on the auditor. These gains will be recognized
during the 4th quarter of this year.
Q: Based on the slow down in the economy which might result in
the delays in home purchases of the customers, what are the
expected result for the industry and the impacts on the
Company's projection
of approximately Baht 1,500 million revenue in year 2002?
A: There may be some impact on the revenue of the company.
However, the projection which has been provided is based on
relatively conservative assumptions. The projection assumes a 10
percent increase in the price for year 2002 only, being constant
for the rest of the years. The costs are projected, however, at
3 percent per year. The existing sales price has already been
increased by a certain percentage and the remaining increase
will be done in year 2002. Such increase will be carefully
considered based on the market situation.
Q: What is the marketing strategy for the Company? Is the sales
price lower than the Company's competitors?
A: If compared to the market leader, the Company's sales prices
are lower by 10%-15%.
Q: If the projection is not met, what is the impact on the
rehabilitation plan?
A: Presently, the Company does not expect a significant change
from the plan due to its conservative projection. However, if
the economy slows down more than expected and the Company's
actual operation cannot achieve its projection, the Plan
Administrator may convene a creditors' meeting to consider any
changes to the Plan.
Q: Are the secured debt of about Bt5,000 million fully secured
by collateral?
A: Some are covered by the principal amount, but by and large
the secured loan is fully collateralized.
Q: What is the reason for Bt10 per share debt to equity
conversion?
A: This is based on the par value.
Q: Will cash flow for year 2001 reach the projection?
A: It is presently expected that the projection can be reached.
Q: What are the sources of working capital to fund the pre-built
houses?
A: In the beginning the fund may come from the finished houses
which are not subject to mortgage, after that the fund should
come from the internally generated cash flow.
Q: What is the total value of non-core assets of the Company?
A: The non-core assets are located in the following areas:
Theparak, Bang-bon, Wat Sadet Road and Rattantibet Road
converting 8 pieces of assets with value approximately Bt288
million.
SRIVARA REAL: Increases Registered Capital
-------------------------------------------
Asset Recovery Company Limited, Business Reorganization Plan
Administrator of Srivara Real Estate Group Public Company
Limited, announced that the company's registered capital shall
be increased by allocating newly issued ordinary shares, par
value at Bt10 each, to the group 1 and group 2 creditors at the
price of Bt3 per share.
The number of share issuance will be according to the method
specified in the Plan clause 4.2.1. Presently, the Central
Bankruptcy Court issued an order on October 1, 2001 approving
Plan Administrator Asset Recovery to amend Clause 4 of the
Memorandum of Association of Srivara Real to be as follows:
"Registered capital Bt1,218,943,540 (One billion two hundred
eighteen million nine hundred
forty three thousand five
hundred and forty Baht)
Divided into 121,894,354 Shares (One hundred twenty one
million eight hundred ninety
four thousand three hundred
and fifty four Shares)
Par value per share Bt10 (Ten Baht)
Divided into
Ordinary shares 121,894,354 Shares (One hundred twenty one
million eight hundred ninety
four thousand three hundred
and fifty four Shares)
Preferred shares - Shares ( - )"
Asset Recovery Company Limited, the plan administrator, shall
process to amend the Memorandum of Association and other related
matters.
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,
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Copyright 2000. All rights reserved. ISSN: 1520-9482.
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