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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
Tuesday, December 4, Vol. 4, No. 236
Headlines
A U S T R A L I A
ANACONDA NICKEL: Reduces Workforce After Strategic Review
AUSTAR UNITED: In Talks With Bank Regarding Debt Facility
AUSTRALIAN HEALTHCARE: Suspended From Official Quotation
AUSTRALIAN MAGNESIUM: Appoints Directors, CEO
IOCOM LIMITED: Posts AGM Results
JOYCE CORPORATION: Director Resigns, Company Secretary Hired
NORMANDY MINING: Directors Recommend Shareholders "Do Nothing"
PACIFIC DUNLOP: Sells Pacific Brands
C H I N A & H O N G K O N G
EASTWOOD LIMITED: Winding Up Petition Slated For Hearing
ERICORP CHINA: Faces Winding Up Petition
KIN DON: Price, Turnover Movements Inexplicable
MAZYLAND INVESTMENTS: Winding Up Petition To Be Heard
PEARL ORIENTAL: Unit Receives Writ Of Summons Over Unpaid Debt
WAH LEE: Court Hearing Of Petition Rescheduled To Dec 5
WELL JOINT: Winding Up Petition Set For Hearing
I N D O N E S I A
RIAU INDUSTRIAL: Rp710B Property Sale IBRA's Largest
SUGAR GROUP: Rp1.16T Asset Sale Holdiko's Biggest Transaction
J A P A N
ASHIKAGA BANK: Seeks Aid From Bank Of Tokyo-Mitsubishi
SNOW BRAND: Moody's Reviews Baa3 Ratings For Possible Downgrade
SUMITOMO: S&P Places 14 IRC Supported Notes On CreditWatch Neg
SUMITOMO LIFE: Eliminating 1000 Jobs To Cut Costs By Y50B
TAISEI FIRE: Yasuda, Nissan Fire To Act As Sponsors For Rehab
TAISEI FIRE: Transferring Policies To Yasuda, Nissan By 2002
K O R E A
DAEHAN FIRE: FSC Orders Equity Write Off Completion
DAEWOO HEAVY: Successfully Emerges From Debt Workout
HANBO STEEL: Companies Submit Takeover Bids To Kamco
HYNIX SEMICONDUCTOR: Exploring Possible Alliance With Micron
HYUNDAI MOTOR: No Compromise Yet Between Union, Management
HYUNDAI SECURITIES: AIG Renews Due Diligence
M A L A Y S I A
ABRAR CORPORATION: Provision Of Financial Assistance
EPE POWER: Defaults On Interest Payment Continue
KELANAMAS INDUSTRIES: New Plan Necessary Due To MA Lapse
PAN MALAYSIA: Proposes Memorandum of Association Amendment
RNC CORPORATION: SC Approves Proposals' Deadline Extensions
SENG HUP: Proposes Corporate and Debt Restructuring Scheme
TECHNOLOGY RESOURCES: SC Grants Proposals Scheme
TECHNOLOGY RESOURCES: To Halve Staff By Q102
TRANS CAPITAL: Enters Proposed Debt Scheme MoU
UH DOVE: Unit Disposes Of HWGB Shares
* CDRC Chairman Clarifies Outstanding Cases' Status
P H I L I P P I N E S
METRO PACIFIC: Lower On Profit Taking
NATIONAL POWER: US$530 Funding Finalized
NATIONAL POWER: Spanish Firm Keen On Transco Bid
PT&T: Training Sights On Net Services
RFM CORPORATION: Open To Food Unit Sale To San Miguel
SHEMBERG BIOTECH: Gains Two New Clients
S I N G A P O R E
ASIA FOOD: Appoints Audit Committees, Directors
CREATIVE TECHNOLOGY: Issues Changes In Shareholder's Interests
GOLDTRON LIMITED: Posts Notice Of Director's Interest Changes
JADE TECHNOLOGY: Winds Up Unit, Gets Remaining Business
THAKRAL CORPORATION: Launches Debt Buy-Back Exercise
T H A I L A N D
CENTRAL PAPER: SET Grants Listed Securities
EGCO MINING: Files Dissolution, Under Liquidation Process
SIKARIN PUBLIC: Reports Rehabilitation Plan Progress
TRAD PORNPIMON: Files Business Reorganization Petition
* Seven Suspended Companies Enter the Bankruptcy Process
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Reduces Workforce After Strategic Review
---------------------------------------------------------
At the Annual General Meeting on November 28, Chairman James
Campbell in his shareholders' address, foreshadowed further
redundancies, particularly within the head office. As a result
of the completion of the Strategic Review, Anaconda announced
Friday that a further 35 employees have been given redundancy
packages, effective immediately.
The Company regrets the loss of valuable employees, but states
this action has been necessary following the decision of the
Board to focus primarily on the Murrin Murrin Operation.
AUSTAR UNITED: In Talks With Bank Regarding Debt Facility
---------------------------------------------------------
There continues to be media speculation on Austar United
Communications Limited's financial situation and operational
issues. Many of the comments which have been published are
misinformed.
The company has been working on a number of initiatives this
year, which have had and will continue to have the effect of
significantly reducing capital expenditure and fixed operating
costs. These include outsourcing of installation and technical
services, the introduction of a new billing platform, tight
internal cost controls and increased customer retention
activity.
Management has prepared budgets and operating plans for 2002
which will be considered by the board at a meeting on 4
December. Any material decisions of the board will be announced
after that meeting.
Austar continues to discuss with its banks an amendment to its
existing debt facility. Austar has previously indicated that it
wishes to finalize those negotiations by the end of 2001 and
remains confident that it will successfully do so.
The initiatives already put in place and those to be considered
by the board will ensure that the company can meet its objective
of achieving positive free cash flow without the need for
additional funding.
AUSTRALIAN HEALTHCARE: Suspended From Official Quotation
--------------------------------------------------------
The securities of Australian Healthcare Investment Fund (the
Company) was suspended from quotation at the close of trading
Friday, 30 November 2001 in accordance with the timetable for
the Company's removal from the official list of ASX.
AUSTRALIAN MAGNESIUM: Appoints Directors, CEO
---------------------------------------------
In preparation for development of the Stanwell Magnesium
Project, six new Directors have been appointed to the Board of
Australian Magnesium Corporation Limited (AMC) including Rod
Sharp as the Company's Chief Executive Officer.
As foreshadowed in the prospectus for the Company's recently
completed $525 million capital raising, existing members of
AMC's Advisory Committee have been appointed to the Board. Two
additional appointees have been drawn from AMC's major
shareholder Normandy Mining Limited. The appointments effective
from Monday are:
Rod Sharp: Mr Sharp joined the AMC executive team in March 2000
and has over 20 years international experience in corporate
management and major project developments with Simons
International Corp and Fluor Daniel Inc. Mr Sharp returned to
Australia after 15 years in North America to take up the role of
CEO of AMC upon commercialization of the project. He holds Law
and Commerce degrees from the University of Melbourne.
Tony Brown: Mr Brown has 40 years of construction and management
experience with Woodside and Shell and has been in charge of
major oil, gas and chemical projects in the UK, Oman, Brunei and
Australia. Mr Brown holds a degree in Civil Engineering from the
University of Liverpool and is a guest lecturer in project
management and leadership at Robert Gordon University, Aberdeen.
Robert Champion de Crespigny: Mr Champion de Crespigny has been
appointed Deputy Chairman of AMC. He is Chairman and Chief
Executive Officer of Normandy Mining Limited and prior to
founding the Normandy Group in 1985 spent 15 years practicing as
a chartered accountant. Mr Champion de Crespigny is Chancellor
of the University of Adelaide and Chairman of the South
Australian Museum and belongs to a number of industry and
charitable Boards.
Ian Freer: Mr Freer is a former Vice President of Shell Services
International and a former Executive Director of Shell Australia
Limited responsible for human resources, public affairs and
information technology. He is a former Director of Woodside
Petroleum Limited. Mr Freer holds a Bachelor of Science degree
in Inorganic Chemistry from the University of Sydney.
Ken Spencer: Mr Spencer is a former managing partner of KPMG's
Melbourne Office and has 40 years experience as a chartered
accountant. He was Chairman of the Australian Accounting
Standards Board from 1995 to 1999 and is a trustee of the
International Accounting Standards Board. Mr Spencer is a
Director of Normandy Mining Limited, CDK Tectonics Limited, GUD
Holdings Limited, National Golf Holdings Limited, Pacifica
Group, and British American Tobacco (Australasia Holdings)
Limited.
John Story: Mr Story is a lawyer with over 30 years experience
in corporate and commercial law. He is currently Chairman of
Partners of national law firm Corrs Chambers Westgarth. He is
also a Non-Executive Director of Suncorp-Metway Ltd, Jupiters
Ltd, Breakwater Island Ltd and Grow Force Australia Ltd.
David Hillier has retired as a Director. The Board thanks Mr
Hillier for his service and contribution to the Company. The new
appointments bring the number of AMC Directors to eight
including existing Directors, Dr Roland Williams and Mr Creagh
O'Connor.
IOCOM LIMITED: Posts AGM Results
--------------------------------
The Annual General Meeting of Iocom Limited (ABN 80 085 905 997)
took place Friday, November 30, 2001.
Shareholders passed all resolutions.
1. - ADOPTION OF FINANCIAL STATEMENTS
"That the Financial Statements of the Company, together with the
Directors Report for the year ended 30 June 2001 be adopted as
published in the Annual Report."
Proxies in favor totaled 2,231,563 votes
Proxies against totaled 61,750 votes
2. - RE ELECTION OF SCOTT BROWN
"That Mr Scott Brown be re-elected as a Director of the
Company."
Proxies in favor totaled 2,181,583 votes
Proxies against totaled 112,750 votes
3. - RE ELECTION OF ROBERT BIANCARDI
"That Mr Robert Biancardi be re-elected as a Director of the
Company."
Proxies in favor totaled 2,158,583 votes
Proxies against totaled 134,750 votes
4. - ISSUE OF OPTIONS TO ROBERT BIANCARDI
"That the Company Issue to Mr Robert Biancardi or his nominee
300,000 Options to subscribe to ordinary shares in the Company
which may be exercised at an exercise price of $0.14 at any time
prior to the expiry of three years from the anniversary date of
his appointment."
Proxies in favor totaled 1,687,333 votes
Proxies against totaled 613,980 votes
5. - RATIFICATION OF 3,571,430 SHARE PLACEMENT
"That the issue of 3,571,430 to raise $500,000 in April be
ratified."
Proxies in favor totaled 7,377,608 votes
Proxies against totaled 145,750 votes
JOYCE CORPORATION: Director Resigns, Company Secretary Hired
------------------------------------------------------------
Joyce Corporation Limited advised that Mr Grant Latta has
resigned as a director of Joyce Corporation Ltd, effective
November 30, 2001.
The Company also advised that Mr Antony Charles Edwards has
replaced Mr Robert Bruce MacPherson as Secretary of the Company.
NORMANDY MINING: Directors Recommend Shareholders "Do Nothing"
--------------------------------------------------------------
The Directors of Normandy Mining Limited (Normandy) have met to
consider the revised offer announced on 29 November 2001 by
AngloGold Limited (AngloGold).
Given the interest in Normandy from two bidders and the
extension of AngloGold's offer period, the Normandy Board
believes it is premature for it to make any recommendation on
whether or not to accept the revised AngloGold offer at this
time. Normandy shareholders should do nothing with respect to
the AngloGold offer until they receive a formal recommendation
from their Board.
INCREASED OFFER
AngloGold has increased in initial offer for Normandy by A$0.20
cash per Normandy share, subject to satisfaction of the
condition referred to below. AngloGold's revised offer of 2.15
AngloGold shares per 100 Normandy shares plus A$0.20 cash per
share implies an offer price of $1.59 per Normandy share (based
on Friday's closing price of AngloGold's ADRs on the NYSE). The
$1.59 implied value of AngloGold's offer:
1. is at a premium of 5 percent to Normandy's closing share
price on 28 November, the day prior to the announcement of
AngloGold's revised offer:
2. is at a premium of 6 percent to the current implied value of
Newmont Mining Corporation's (Newmont) offer of $1.50 (based on
Friday's closing price of Newmont shares on the NYSE and
including 5 cents per Normandy share payable by Newmont if it
achieves 90 percent acceptances and an ASIC modification is
obtained); and
3. is within the valuation range of $1.48 to $1.88 per Normandy
share assessed by the Independent Expert, Grant Samuel &
Associates Pty Limited, appointed by Normandy as part of the
company's response to the initial AngloGold offer.
The Directors of Normandy note that the increase in the
AngloGold offer is subject to the approval of shareholders as an
AngloGold shareholders' meeting currently scheduled for 19
December 2001. AngloGold has advised that its 53 percent
shareholder, Anglo American plc has unconditionally committed to
support the necessary resolution.
AngloGold has also announced that its offer is free of
all defeating conditions (including the minimum acceptance
condition).
AngloGold also proposes to accelerate its payment terms.
For acceptances received by close of business on 17 December
2001, AngloGold intends to provide the relevant consideration on
20 December 2001. For acceptances received after 17 December
2001, AngloGold intends to provide the relevant consideration
within 5 business days of receipt of acceptance. Accordingly,
even if shareholders accept AngloGold's offer before 17 December
2001, you will not be paid any earlier than 20 December 2001.
TIMING OF THE COMPETING OFFERS
AngloGold is sending to Normandy shareholders the Supplementary
Bidder's Statement for its revised offer. AngloGold has extended
the closing date for its offer from 14 December 2001 to 27
December 2001. The extension of the offer closing date gives
Normandy shareholders considerable time in which to consider the
revised offer terms.
Normandy has not yet been sent a copy of Newmont's offer
document. Newmont has indicated that it intends to send in offer
documents to Normandy shareholders as soon as possible and to
lodge a copy of its offer documents with Normandy by mid-
December.
On 29 November 2001, Newmont said that it was reviewing
AngloGold's revised offer and indicated that Newmont will
respond in due course.
THE RESPONSE OF THE BOARD OF NORMANDY
Given the interest in Normandy from two bidders and the
extension of AngloGold's offer period, the Normandy Board
considers there is potential for further developments.
The Normandy Directors will continue to monitor the situation
and will provide more formal advice to shareholders as events
unfold. At this stage, we anticipate responding no later than
approximately two weeks prior to the scheduled close of
AngloGold's offer.
PACIFIC DUNLOP: Sells Pacific Brands
------------------------------------
Pacific Dunlop Limited announced Friday the sale of its Pacific
Brands business to an investor consortium led by CVC Asia
Pacific Limited and co-led by Catalyst Investment Managers Pty
Ltd for $730 million, which, net of transaction costs, is in
excess of the book value of the assets. The transaction is
effective as of 30 November 2001. Depending on the financial
performance of the business over the current financial year,
Pacific Dunlop may receive additional consideration of up to $10
million.
The Pacific Brands business had sales last financial year of
$1.4 billion in clothing, footwear, household products and
sporting goods in Australia and New Zealand. The present
management team under Managing Director Paul Moore will remain
with Pacific Brands after the transfer to the new owners.
Proceeds from the sale of Pacific Brands will be applied to
retire debt. This will strengthen the company's balance sheet
and substantially improve gearing ratios.
The Chairman, Mr John Ralph, said: "The completion of the sale
of the Pacific Brands business on a satisfactory basis for the
company has concluded the major restructuring of the Group. This
positions it for growth of the Ansell healthcare protective
business, equipped with a sound balance sheet to pursue this and
other shareholder value objectives."
This position having been achieved, Ralph announced that,
effective Monday, he would be retiring from the Board and as
Chairman, as foreshadowed at the Annual General Meeting of the
company.
The Pacific Dunlop Board also announced that, as foreshadowed at
the AGM, Dr Ed Tweddell will succeed Ralph as Chairman of the
company. This appointment becomes effective Monday.
Ralph said he was pleased that Dr Tweddell had agreed to take on
the position and extended his best wishes for the future to Dr
Tweddell and the company.
================================
C H I N A & H O N G K O N G
================================
EASTWOOD LIMITED: Winding Up Petition Slated For Hearing
--------------------------------------------------------
The petition to wind up Eastwood Limited is scheduled to be
heard before the High Court of Hong Kong on December 5, 2001 at
9:30 am. The petition was filed on August 17, 2001 by Sin Hua
Bank Limited (whose undertakings have been succeeded by Bank of
China (Hong Kong) Limited by virtue of the Bank of China (Hong
Kong) Limited (Merger) Ordinance, Cap. 1167, whose registered
office is situated at Bank of China Tower, 1 Garden Road,
Central, Hong Kong.
ERICORP CHINA: Faces Winding Up Petition
----------------------------------------
The petition to wind up Ericorp China Investment Limited is set
for hearing before the High Court of Hong Kong on December 5,
2001 at 9:30 am. The petition was filed with the court on August
17, 2001 by Sin Hua Bank Limited (whose undertakings have been
succeeded by Bank of China (Hong Kong) Limited by virtue of the
Bank of China (Hong Kong) Limited (Merger) Ordinance, Cap. 1167
whose registered office is situated at Bank of China Tower, 1
Garden Road, Central, Hong Kong.
KIN DON: Price, Turnover Movements Inexplicable
-----------------------------------------------
Kin Don Holdings Limited noted the recent increases in the price
and the trading volume of the shares of the Company and stated
that the Company is not aware of any reasons for such increases.
The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is or may be of a price-sensitive
nature.
MAZYLAND INVESTMENTS: Winding Up Petition To Be Heard
-----------------------------------------------------
The petition to wind up Mazyland Investments Limited will be
heard before the High Court of Hong Kong on December 5, 2001 at
9:30 am. The petition was filed on August 17, 2001 by Sin Hua
Bank Limited (whose undertakings have been succeeded by Bank of
China (Hong Kong) Limited by virtue of the Bank of China (Hong
Kong) Limited (Merger) Ordinance, Cap. 1167 whose registered
office is situated at Bank of China Tower, 1 Garden Road,
Central, Hong Kong.
PEARL ORIENTAL: Unit Receives Writ Of Summons Over Unpaid Debt
--------------------------------------------------------------
A wholly owned subsidiary of Pearl Oriental Holdings Limited
(the Company) as borrower (the Borrower) has executed a legal
charge dated 9 April 2001 with Industrial and Commercial
International Capital Limited (ICICL) relating to the mortgage
of the property at 29 & 30/F., Pearl Oriental Center, 200
Gloucester Road, Wanchai, Hong Kong (the Property) guaranteed by
the Company under a guarantee dated 9 April 2001.
The Company as guarantor and the Borrower had around the close
of business on Thursday, 29 November 2001, received a writ of
summons (the Writ) demanding payment of the debt of
approximately HK$47 million owed by the Borrower to ICICL and
delivery of vacant possession of the Property.
As disclosed in the Announcement dated 23 November 2001,
negotiation on the disposal of Pearl Oriental Center (the
Center) is still continuing. On the successful disposal of the
Center, the Company is confident that the loan can be
discharged.
The Directors of the Company (the Directors) will consult the
Company's lawyers for the appropriate action to be taken. The
Directors have the view that the aforesaid proceedings have no
impact, whether operational or financial, on the business of the
Company as the aforesaid loan is fully secured by the Property
with its market price well over the indebtedness according To
Whom It May Concern: the prevailing statistics available from
the property market.
The Company shall inform the shareholders on further development
of the matter.
WAH LEE: Court Hearing Of Petition Rescheduled To Dec 5
-------------------------------------------------------
Wah Lee Resources Holdings Limited, pursuant to the Company's
announcement dated 28 November 2001, announced that the HK Court
hearing of the petition to sanction the HK Scheme was scheduled
for 6 December 2001. The hearing has now been scheduled for 5
December 2001.
Trading in the Shares of the Company has been suspended since
10:00 a.m. on 5 February 2001 and will continue to be suspended
while the Provisional Liquidators remain appointed to the
Company.
Further announcement will be made if material developments take
place or the trading in the Shares of the Company is to be
resumed.
WELL JOINT: Winding Up Petition Set For Hearing
-----------------------------------------------
The petition to wind up Well Joint International Investments
Limited is scheduled for hearing before the High Court of Hong
Kong on December 12, 2001 at 9:30 am.
The petition was filed on August 21, 2001 by Sin Hua Bank
Limited (whose undertakings have been succeeded by Bank of China
(Hong Kong) Limited by virtue of the Bank of China (Hong Kong)
Limited (Merger) Ordinance, Cap. 1167 whose registered office is
situated at Bank of China Tower, 1 Garden Road, Central, Hong
Kong.
=================
I N D O N E S I A
=================
RIAU INDUSTRIAL: Rp710B Property Sale IBRA's Largest
----------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) and PT Holdiko
Perkasa (Holdiko), a holding company established pursuant to the
Shareholding Settlement Agreement between IBRA and the Salim
Group, announced Friday that Holdiko's entire shareholdings in
the Riau Industrial Estates were sold to PT Dwi Sinergi Utama
for gross proceeds of Rp710 billion. This is IBRA's largest
property sale transaction to date.
"Given the strategic location of the Riau Industrial Estates, we
are pleased that this tender offer sale was won by a local
investor who has affirmed their commitment to continue to
develop the region," states Dasa Sutantio, Deputy Chairman Ad
Interim - AMI, IBRA. "We hope that the transfer back to the
private sector will trigger further economic growth in the Riau
province by attracting additional manufacturers to the
industrial estates."
In the Riau Industrial Estates, Holdiko owned:
(i) 99.45 percent shareholding in PT Herwido Rintis (holder
of 60 percent of the shares in PT Batamindo Investment
Corporation and its subsidiary operations),
(ii) 30 percent shareholding (through an exchangeable bond)
in PT Bintan Inti Industrial Estate and
(iii) 99.99 % shareholding in PT Prima Bahtera Indoshipyard
(holder of 35 percent of the shares in PT Karimun Sembawang).
Riau Industrial Estates are located on the islands of Batam,
Bintan and Karimun which are a part of the Riau province in the
Republic of Indonesia. The islands are situated approximately 20
km from the commercial center of Singapore on the southern side
of the Straits of Singapore, one of the busiest shipping lanes
in the world. Both the Indonesian and Singaporean governments
have provided strong support in the development of these three
islands under an economic cooperation agreement signed on August
28, 1990.
"We hope that the completion of this major property sale will
not only stimulate provincial economic growth but also provide a
stimulus to revive the property sector climate in Indonesia,"
said Scott Coffey, Director of Holdiko.
"Because of its proximity to Singapore as a major business
center in South East Asia, we are confident of the long term
prospects of doing business locally and internationally," said
Hartanto Saputrajaya Nyoto, Chairman of PT Dwi Sinergi Utama.
"These property assets will provide a synergy with our existing
development projects," he added.
PT Dwi Sinergi Utama is a member company of the Trisensa Group,
a renowned property group based in Surabaya. Their main
activities are in property developments with various successful
property projects, such as the Gempol Industrial Estates and
Graha Family Estate located in Surabaya.
The sale of Riau Industrial Estates began in August this year
and applied a one-tier selection process. JPMorgan, Jones Lang
LaSalle and PT Procon Indah acted as advisors to Holdiko this
transaction.
"We are pleased that following this transaction, gross proceeds
from Holdiko asset sales in 2001 now exceeds Rp10 trillion. We
expect to finalize our other remaining asset sales for this year
in the next two weeks before the year ends," commented Coffey.
To date, Holdiko has disposed of 64 percent of its initial
portfolio, having sold its ownership in 69 out of 108 companies
transferred under the MSAA.
NUMBER OF COMPANIES UNDER PT HOLDIKO PERKASA
MSAA Sold in 1999 - 2000 For Sale in 2001 Remaining for Sale
Sold In progress in 2002
108 47 22 8 31
Holdiko has closed the following asset sale transactions:
Closed in 2001 (sold in 2000)
1. Salim Plantations US$368 million
- Loan repayment to Holdiko Rp357 billion
2. Mosquito Coil Group Rp610 billion
Sold in 2001
1. First Pacific Co. Ltd. US$8.55 million
2. Indocoal US$45.5 million
3. Indomaret Rp162 billion
4. Indocement (Tranch A) US$ 43.8 million
Indocement (Tranch B) Rp250.4 billion
5. Kerismas Rp297 billion
6. Indopoly US$29.17 million
7. Yunnan Kunlene US$14.38 million
8. PT Indosiar Visual Mandiri Tbk.
- Loan repayment to Holdiko Rp400 billion
9. PT Salim Rengo Containers Rp204 billion
10. PT Gumindo Perkasa Industri US$1.68 billion
11. PT Poli Contindo Nusa Rp49.5 billion
12. Guangdong Jiangmen ISN Float Glass US$34.17 million
13. PT Indosiar Visual Mandiri Rp755 billion
14. Sugar Group Rp1,162 billion
15. Riau Industrial Estate Rp710 billion
Total estimated gross proceeds
from 17 transactions Rp10.42 trillion
*) Rp/US$ exchange rate used as of date of sale
PT Holdiko Perkasa was established in relation to the settlement
between the Salim Group and IBRA with regard to loans extended
by Bank Central Asia (BCA) to companies affiliated to the Salim
Group. As part of the settlement agreement with IBRA, the Salim
Group transferred shares and assets in more than 100 operating
companies to PT Holdiko Perkasa.
As direct and indirect shareholder of these companies, it is
Holdiko's responsibility to supervise each individual company
with the aim of disposing of a sufficient amount of these
shareholdings. Holdiko will subsequently direct the disposal
proceeds to IBRA as part of the settlement agreement.
The Indonesian Bank Restructuring Agency (IBRA) is an agency of
the government of Indonesia established at the beginning of 1998
as the primary agency to oversee the rehabilitation of the
financial sector. IBRA is authorized to take over and control
troubled banks and dispose of their assets and collateral.
SUGAR GROUP: Rp1.16T Asset Sale Holdiko's Biggest Transaction
-------------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) and PT Holdiko
Perkasa (Holdiko), a holding company established pursuant to the
Shareholding Settlement Agreement between IBRA and the Salim
Group, announced that Holdiko's 100 percent effective ownership
in the Sugar Group has been sold to PT Trimanunggal Jaya - PT
Garuda Pancaarta Consortium. This asset sale is thus far
Holdiko's biggest transaction in 2001, realizing gross proceeds
of Rp1.16 trillion.
The sale process of Sugar Group commenced last August and
implemented a two-tier open tender process. Nine short-listed
investors from the preliminary bidding stage proceeded to the
due-diligence stage, six of which submitted their final and
binding bids. PT PricewaterhouseCoopers FAS acted as financial
advisor to Holdiko for this transaction.
"We are delighted to announce the sale completion of the Sugar
Group, and we hope that this will bring a positive impact
towards the overall sugar industry," states Dasa Sutantio,
Deputy Chairman Ad Interim - AMI, IBRA. In the sale and purchase
agreement, PT Trimanunggal Jaya - PT Garuda Pancaarta Consortium
has agreed to endeavor to support the national sugar industry,
among others through programs involving the local government,
working together with national companies, and conducting
community development programs. "We are particularly pleased
that a domestic investor who offered the highest price has
emerged as the winner of this sale process. We hope that their
commitment will further develop the Sugar Group in the future in
contribution to the enhancement of the Indonesia's sugar
industry in general," he added.
The Sugar Group consists of two holding companies, PT Inti
Petala Bumi and PT Eka Primaguna Perkasa, which holds
investments in cane plantations sugar factories and an ethanol
distillery. Located in the Lampung province of South Sumatra,
together the companies form an integrated (upstream and
downstream) sugar producer. The Sugar Group's combined planted
area of approximately 59,000 hectares (as at 31 March 2001)
yield a high level of productivity of 7.9 tons sugar per hectare
of cane harvested (as at October 2001), compared to the national
average level of approximately 4.6 tons.
"We believe that our acquisition of the Sugar Group will add to
its value in the future. We also trust that this investment will
also benefit the Indonesian sugar industry as a whole," states
Nicholas J. Serwer, advisor to PT Trimanunggal Jaya - PT Garuda
Pancaarta Consortium. "This acquisition is one of our long-term
strategic investments, in which we will continuously strive to
achieve even higher levels of operational efficiency and
productivity of both the cane plantations and sugar factories,
with the objective of meeting the national demand for sugar in
the future," he added. PT Trimanunggal Jaya - PT Garuda
Pancaarta Consortium is a private investment group which is
currently engaged in diversified investment activities in
Indonesia.
"The sale of the Sugar Group is thus far our biggest transaction
this year and brings Holdiko's total gross proceeds from its
asset sales to nearly Rp10 trillion," states Scott Coffey,
Director of Holdiko. This asset sale is Holdiko's fourteenth
transaction from a total of 20 scheduled transactions for 2001.
On Holdiko's remaining asset sales, Coffey commented, "We are
now working against time to finish the process of all our asset
sales and plan to have received all final bids from investors by
the first week of December. On top of the asset sales we started
last August and September, we have recently added the divestment
of IBRA/Holdiko's stakes in Indomobil to our list of assets for
sale before the end of the year." During the next one week,
IBRA/Holdiko expects to conclude the sale process of PT
Berdikari Sari Utama Flour Mills, PT Yakult Indonesia Persada,
Riau Industrial Estates and the Sulfindo Group.
To date, Holdiko has disposed of 61 percent of its initial
portfolio, having sold its ownership in 66 out of 108 companies
transferred under the MSAA.
Progress on Holdiko Asset SalesHoldiko continues to progress
with the sale process of its other assets from a total of 20
scheduled transactions for 2001. These transactions include the
sale of Holdiko's ownerships in PT Berdikari Sari Utama Flour
Mills, PT Yakult Indonesia Persada, Riau Industrial Estates (PT
Herwido Rintis / PT Bintan Inti Industrial Estate / PT Karimun
Sembawang Shipyard), PT Indogift Chuenher Indah, PT Indomarco
Adi Prima, Sulfindo Group, and PT Indomobil Sukses Internasional
Tbk. The sale processes of these remaining asset sales commenced
last August and September 2001 and are expected to be completed
by mid-December 2001.
Holdiko has closed the following asset sale transactions:
Closed in 2001 (sold in 2000)
Salim Plantations US$368 million
- Loan repayment to Holdiko Rp357 billion
Mosquito Coil Group Rp610 billion
Sold in 2001
First Pacific Co. Ltd. US$8.55 million
Indocoal US$45.5 million
Indomaret Rp162 billion
Indocement (Tranch A) US$43.8 million
Indocement (Tranch B) Rp250.4 billion
Kerismas Rp297 billion
Indopoly US$29.17 million
Yunnan Kunlene US$14.38 million
PT Indosiar Visual Mandiri Tbk.
- Loan repayment to Holdiko Rp400 billion
PT Salim Rengo Containers Rp204 billion
PT Gumindo Perkasa Industri US$1.68 billion
PT Poli Contindo Nusa Rp49.5 billion
Guangdong Jiangmen ISN Float Glass US$34.17 million
PT Indosiar Visual Mandiri Rp755 billion
Sugar Group Rp1,162 billion
Total estimated gross proceeds from
14 transactions Rp9.71 trillion
*) Rp/US$ exchange rate used as of date of sale
PT Holdiko Perkasa was established in relation to the settlement
between the Salim Group and IBRA with regard to loans extended
by Bank Central Asia (BCA) to companies affiliated to the Salim
Group. As part of the settlement agreement with IBRA, the Salim
Group transferred shares and assets in more than 100 operating
companies to PT Holdiko Perkasa.
As direct and indirect shareholder of these companies, it is
Holdiko's responsibility to supervise each individual company
with the aim of disposing of a sufficient amount of these
shareholdings. Holdiko will subsequently direct the disposal
proceeds to IBRA as part of the settlement agreement.
The Indonesian Bank Restructuring Agency (IBRA) is an agency of
the government of Indonesia established at the beginning of 1998
as the primary agency to oversee the rehabilitation of the
financial sector. IBRA is authorized to take over and control
troubled banks and dispose of their assets and collateral.
=========
J A P A N
=========
ASHIKAGA BANK: Seeks Aid From Bank Of Tokyo-Mitsubishi
------------------------------------------------------
Swamped by bad loans, Ashikaga Bank Limited plans to seek
financial help from the Bank of Tokyo-Mitsubishi, its biggest
shareholder, to help carry out its Y25 billion re-capitalization
plan, Kyodo News reported on December 1, citing bank President
Shin Lizuka.
On November 26, the local government of Utsunomiya, Tochigi
Prefecture planned to buy some Y100 million worth of common
shares up for issue by the Ashikaga in order to stabilize the
management of small and mid-sized companies in the locality.
Ashikaga's loans account for some 35 percent of the bank's total
loans to small and mid-size firms in Tochigi.
Ashikaga Bank Limited is engaged in the provisioning of banking
services through a network of 133 branches, 55 sub-branches and
two agents, according to Wright's Investor's Service.
SNOW BRAND: Moody's Reviews Baa3 Ratings For Possible Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the Baa3 senior unsecured debt
ratings of Snow Brand Milk Products Co., Ltd. under review for
possible downgrade.
This action reflects the rating agency's concern that its
earnings and credit profile may take longer than had been
expected to recover under an increasingly challenging market
environment.
Snow Brand has been implementing restructuring measures to
reduce it cost base since the food poisoning incident in summer
2000. Such measures includes consolidating its production
facilities and reducing personnel expenses.
In its review, Moody's will assess the company's strategy and
ability to further restore retail prices and also how effective
the company's additional restructuring efforts will be at
improving its earnings and balance sheet in the intermediate
term.
SUMITOMO: S&P Places 14 IRC Supported Notes On CreditWatch Neg
--------------------------------------------------------------
Standard & Poor's placed its ratings for 14 Sumitomo Mitsui
Banking Corp. IRC supported medium-term notes on CreditWatch
with negative implications.
The rating action follows the Nov. 27, 2001, placement of
Sumitomo Mitsui Banking Corp.'s long-term credit rating on
CreditWatch with negative implications.
IRC SUPPORTED RATINGS ON CREDITWATCH WITH
NEGATIVE IMPLICATIONS
Summit Venus Funding Corp. Rating
Series 1 BBB+/A-2
Series 4, 13, 16, 22, 23, 27 BBB+
Series 28, 30, 32, 33, 34, 40, 42 BBB+
SUMITOMO LIFE: Eliminating 1000 Jobs To Cut Costs By Y50B
----------------------------------------------------------
Japan's third-largest life insurer Sumitomo Life Insurance Co
will eliminate 1,000 jobs from its regular payroll as part of a
four-year program to cut expenses by up to Y50 billion, Japan
Today reported Thursday. The workforce downsizing will reduce
the company's regular workforce to 8,500 by March 31, 2005.
TAISEI FIRE: Yasuda, Nissan Fire To Act As Sponsors For Rehab
-------------------------------------------------------------
Yasuda Fire & and Marine Insurance Co. and Nissan Fire & Marine
Insurance Company have approved a plan to become sponsors for
the rehabilitation of the failed Taisei Fire & Marine Insurance
Co, according to a November 30 Kyodo News report.
TCR-AP reported on November 26 that Taisei Fire became the first
Japanese insurer to collapse as a result of overseas reinsurance
claims brought about as a direct result of the September 11
terrorist attacks.
TAISEI FIRE: Transferring Policies To Yasuda, Nissan By 2002
------------------------------------------------------------
Ailing Japanese insurer Taisei Fire & Marine Insurance Co Ltd
intends to transfer its policies to Yasuda Fire & Marine
Insurance Co. and Nissan Fire & Marine Insurance Co. by the end
of April 2002, PRNewsAsia reported on Sunday, December 2.
Yasuda and Nissan were supposed to merge with Taisei Fire in
April next year but Taisei collapsed last week due to overseas
reinsurance claims resulting from last September's terrorist
attack.
Both insurance companies will now provide funds to the collapsed
insurer to give individual policyholders full coverage. For this
purpose, the merger partners are also prepared to ask the Non-
Life Insurance Policy-Holders Protection Corporation of Japan to
provide funds.
=========
K O R E A
=========
DAEHAN FIRE: FSC Orders Equity Write Off Completion
---------------------------------------------------
The Financial Supervisory Commission (FSC) has ordered the
troubled Daehan Fire & Marine Insurance Co to completely write
off its equity in exchange for receiving public funds for
recapitalization, PRNewsAsia reported on November 30.
Daehan's existing shareholders will be allowed to sell back
their shares to the company at a still undetermined price.
Daehan Fire was previously ordered to reduce its capital as part
of a government-led bailout. In February, Daehan debts topped
its assets by W40.8 billion.
DAEWOO HEAVY: Successfully Emerges From Debt Workout
---------------------------------------------------
Daewoo Heavy Industries & Machinery (DHIM) successfully emerged
ahead of schedule from its debt-workout program on November 30
and intends to immediately implement management normalization
measures, according to a Saturday report of the Korea Herald.
Korea Development Bank (KDB) and the rest of DHIM's creditor
banks removed the company from debt-workout based on a
comprehensive evaluation of the company's business operations
and cash flows.
According to a KDB official, "Getting DHIM removed from workout
ahead of schedule will have a positive effect on the company's
image, while giving it easier access to overseas financing."
DHIM is the second among the 12 former Daewoo affiliates placed
under debt workout programs to emerge from the arrangement.
However, creditor banks of DHIM will continue to provide trade
finance and guarantee performance bonds up to 2003.
HANBO STEEL: Companies Submit Takeover Bids To Kamco
----------------------------------------------------
Netherlands-based AK Capital, represented by Korean investor
Kowon Ho-sung, Singapore-based CHB Steel, and Peace Steel of
Korea have reportedly submitted bids to take over the ailing
Hanbo Iron & Steel Co from the Korea Asset Management Co.
(Kamco), NewsOnKorea reported on December 1.
Kamco has been managing Hanbo Steel since it succumbed to a
bankruptcy after posting huge losses and incurring massive debts
in 1997.
During the first three quarters of the year, Hanbo posted a
W203.1 billion net loss, up almost 10 percent from the figures
posted during the same period of last year.
HYNIX SEMICONDUCTOR: Exploring Possible Alliance With Micron
------------------------------------------------------------
In a joint statement released yesterday, Hynix Semiconductor Inc
and Micron Technology Inc announced that they will engage in
talks exploring the possibility of a "strategic alliance or
other transaction", according to yesterday's report of
PRNewsAsia. The joint statement elaborated that the discussions
were merely exploratory in nature.
In the same statement, Chairman and CEO of Micron, Steve
Appleton, and the Chairman and CEO of Hynix CS Park, announced
that both their companies were evaluating a "broad array of
strategic options."
Park furthermore said, "This effort represents a part of
Hynix's ongoing evaluation of possible steps to maximize
stakeholder value in the face of an unprecedented downturn in
the semiconductor industry."
No details were released on what type of alliance the two
companies were planning to make.
HYUNDAI MOTOR: No Compromise Yet Between Union, Management
----------------------------------------------------------
Despite the 18th round of negotiations yesterday aimed at
averting a partial strike, Hyundai Motor Corporation's labor and
management failed to narrow the gap, specially on differences
over bonus payments and pay hikes effectively raising fears of a
general strike, the Korea Herald reported Saturday.
The two days of partial work stoppage have reportedly cost the
automaker some W49.8 billion in lost sales, or a loss totaling
4,132 vehicles, according to company spokesmen.
Labor union leaders were scheduled to hold talks on Saturday to
determine whether they will go on a general strike next week,
according to union spokesmen. Certain analysts speculated that
due to the union's hard line stance on profit sharing, the
partial strike could be protracted and could even develop into a
general strike, unless both parties equally yield to each other.
The union demands that they deserve more or less 30 percent of
the company's estimated annual net profit of W1.2 trillion to
W1.5 trillion, which more than doubled from last year.
HYUNDAI SECURITIES: AIG Renews Due Diligence
--------------------------------------------
The AIG-led consortium has renewed its due diligence
investigation of Hyundai Securities following a one-month lapse,
and plans to end the investigation by December 25, according to
the Korea Herald on December 1, citing an unnamed Hyundai
executive.
A Hyundai Securities executive confirmed that the due diligence
was re-launched indeed on December 1 and that an explanation
session for the due diligence team dispatched from the U.S. will
begin on December 5.
Last August, the AIG-led consortium signed a memorandum of
understanding (MOU) with the Korean government to make joint
investments in Hyundai Investment Trust & Securities, Hyundai
Investment Trust & Management and Hyundai Securities.
But certain disagreements between the prices of preferred shares
as well as the September 11 attacks have delayed the execution
of the MoU.
===============
M A L A Y S I A
===============
ABRAR CORPORATION: Provision Of Financial Assistance
----------------------------------------------------
Abrar Corporation Berhad (Special Administrators Appointed) (ACB
or the Company) announced that the relevant information in
relation to the provision of financial assistance pursuant to
Practice Note No. 11/2001 in relation to paragraph 8.23 of the
Listing Requirements of the Kuala Lumpur Stock Exchange is as
follows:
AGGREGATE AMOUNT OF FINANCIAL ASSISTANCE
The aggregate amount of advances provided to corporations to
whom the provision of advances are necessary to facilitate the
ordinary course of business of ACB Group for the 2nd quarter for
the period ended 30 September 2001 was RM 100,000.00.
FINANCIAL IMPACT
The advances provided to the corporations is not expected to
have any material financial impact on ACB Group.
EPE POWER: Defaults On Interest Payment Continue
------------------------------------------------
EPE Power Corporation Berhad (The Company) has further defaulted
in the payment of monthly interest of RM719,364.83 due to
several banks (Lenders) under its revolving credit (RC)
facilities. The total principal outstanding on the RC facilities
as of 30 November 2001 is RM94.6million.
With the assistance of Commerce International Merchant Bankers
(CIMB) as the financial advisor, a concept paper has been
presented to the Lenders and negotiation is currently taking
place.
KELANAMAS INDUSTRIES: New Plan Necessary Due To MA Lapse
--------------------------------------------------------
Kelanamas Industries Berhad (KIB or the Company) announced:
The Master agreement dated 9 May 2000 entered into between KIB
and Dolomite Berhad has lapsed on 8 November 2001. However, both
parties have resolved that they will not proceed to further
extend the Master Agreement. The lapse was due to additional
liabilities of the Company that both party were unable to reach
an agreement on.
KIB has made an application to KLSE on 9 November 2001 for an
extension of time of three (3) months from 14 November 2001 to
enable the Company to work out an alternative Scheme for the
Company.
On 26 November 2001, KIB had entered into a Memorandum Of
Understanding (MOU) with MP Technology Resources Berhad (MPTR),
Tai Seng Plastic Industries Sdn Bhd (Tai Seng) and other
companies, in relation to a Proposed Scheme to regularize its
financial condition.
Under the Proposed Scheme, MPTR will be used as the vehicle to
assume the listing status of KIB. The Proposed Scheme, which is
subject to modifications and variations as may be deemed
necessary by the parties concerned, would include the following
components and will be subject to all relevant approvals:
1. Proposed Capital reconstruction of KIB;
2. Proposed scheme of arrangement between MPTR and the
shareholders of KIB whereby shareholders of KIB will be offered
MPTR shares;
3. Proposed scheme of arrangement between MPTR and the creditors
of KIB whereby creditors of KIB will be offered MPTR shares in
satisfaction of the amount owing by KIB to the creditors;
4. Proposed acquisition of the following companies by MPTR:
* Tai Seng Plastic Industries Sdn Bhd (Tai Seng)
* Eng Zan Machinery & Trading Sdn Bhd (Eng Zan)
* Highlight Plastic Machinery Sdn Bhd (HL)
* VCM Precision Sdn Bhd (VCM)
* Tralvest (M) Sdn Bhd (Tralvest)
* HIM Marketing Sdn Bhd (HIM)
* Hearngrange Packaging Industries Sdn Bhd (HG)
* MP Recycle Products Sdn Bhd (MP Recycle)
5. Proposed transfer of listing status of KIB to MPTR.
Currently, both parties are still in the midst of negotiations
in order to finalize and execute all agreements in respect of
the Proposed Scheme.
PAN MALAYSIA: Proposes Memorandum of Association Amendment
----------------------------------------------------------
The Board of Directors of Pan Malaysia Capital Berhad (the
Company) announced that the Company proposes to amend its
Memorandum of Association to incorporate the relevant provision
to enable the Company to purchase its own shares and to adopt a
new set of Articles of Association to comply with the relevant
provisions of the revamped Listing Requirements of Kuala Lumpur
Stock Exchange and other relevant regulatory and statutory
requirements, and to be in consonance, where applicable, with
the articles of association of Malayan United Industries Berhad,
its ultimate holding company.
The Proposed Amendment and Proposed Adoption are subject to the
approval of the shareholders of the Company at an Extraordinary
General Meeting to be convened at a later date.
A Circular to the shareholders in relation to the Proposed
Amendment and Proposed Adoption together with the notice of an
Extraordinary General Meeting, will be dispatched to the
shareholders of the Company in due course.
RNC CORPORATION: SC Approves Proposals' Deadline Extensions
-----------------------------------------------------------
On behalf of the Special Administrators of RNC Corporation
Berhad (Special Administrators Appointed) (RNC or Company),
Affin Merchant Bank Berhad announced that the Securities
Commission, by its letter dated 21 November 2001 and received
28 November 2001, approved the extension until 18 April 2002 for
the implementation of the Proposals subject to the full
compliance with the Guidelines on Offering of Private Debt
Securities for the issuance of the redeemable convertible
secured loan stock and redeemable convertible unsecured loan
stocks.
The Proposals refer to:
* Proposed Capital Reconstruction;
* Proposed Group Reorganization;
* Proposed Debt Settlement;
* Proposed Rights Issue;
* Proposed Acquisitions;
* Proposed Distribution;
* Proposed Exemption;
* Proposed Restricted Offer for Sale; and
* Proposed Transfer to Main Board.
SENG HUP: Proposes Corporate and Debt Restructuring Scheme
----------------------------------------------------------
On behalf of Seng Hup Corporation Berhad (Special Administrators
Appointed) (SHCB or the Company), Commerce International
Merchant Bankers Berhad announced that SHCB had on 30 November
2001 entered into a supplemental to the Management Agreement
(SMA) to amend, modify and/or vary the terms of the Management
Agreement.
On 30 August 2001 and 3 September 2001, the Special
Administrators (SAs) announced that SHCB had on 30 August 2001
entered into a management agreement with Hamid bin Man
(Investor) jointly and severally with his company, Tri Harvest
Holdings Sdn. Bhd. (Tri Harvest) to appoint the Investor jointly
and severally with Tri Harvest (collectively, the "Manager") as
the manager for SHCB to manage the operations and business of
SHCB from 1 October 2001 until terminated by notice or by
default (Management Agreement). The Management Agreement results
in the Investor together with Tri Harvest jointly and severally
managing the business of retail sales and project sales of
decorative lighting carried out by SHCB (Business).
In addition, Crystal Palace Lighting (M) Sdn. Bhd. (CPL), a
wholly-owned subsidiary of SHCB had also on 30 November 2001
entered into a management agreement with the Manager to appoint
the same to manage the operation and business of CPL from 1
October 2001 until terminated by notice or by default (CPL MA).
DETAILS OF THE SUPPLEMENTAL MANAGEMENT AGREEMENT
Pursuant to the SMA, the parties agreed to amend the Management
Agreement as follows:
(i) Clause 2.4 of the Management Agreement will be deleted and
substituted with the following provisions:
"In this agreement 'Net Operating Profit' shall mean the amounts
of sale effected by the Business less the costs of the goods and
the expenditure set out in Clause 3.1 hereof";
(ii) Clause 3.1.3 of the Management Agreement will be amended to
be:
"The Manager shall be solely liable to pay, inter-alia, all
wages salaries office expenses advertising marketing and sales
promotion expenses commissions and other expenditure in respect
of or arising out of the operation administration and upkeep of
the Business including all hire purchase installments payable by
the Company without any right of indemnity or reimbursement from
the Company";
(iii) Clause 3.1.4 of the Management Agreement will be amended
to be:
"The Manager shall be solely liable to pay, inter-alia, any
expenditure of whatever description which is an expense of the
Business (save and except for expenditure in relation to the
proposed corporate and debt restructuring scheme of the Company)
without any right of indemnity or reimbursement from the
Company";
(iv) Clause 6.1.3 of the Management Agreement will be deleted
and substituted with the following provisions:
"Subject to such instructions and directions as may from time to
time be given to it by the Company (all of which instructions
and directions the Manager shall scrupulously observe and
perform) the Manager shall exercise general control over and
shall manage the Business and all persons employed in or in
connection with the same and shall use all proper means in its
power to maintain and improve the Business and to protect and
further the reputation and interests of the Company Provided
That, inter-alia, all proceeds of sale effected by the Business
shall be paid each day into the credit of the Company's account
and the Company shall release such amount thereof as it deems
fit to the Manager (subject to availability of cash and subject
further to the sales and expenses accounts described below being
satisfactory to the Company) within two (2) working days after
the production of the sales and expenses accounts in respect of
the Business to the Company to be produced within five (5)
working days after the 15th and last day of each month during
the continuance of this agreement Provided That in the event of
any deficit as shown in such accounts, the Manager shall pay the
deficit sum to the Company within two (2) working days after the
production of the sales and expenses account.
The sales and expenses accounts shall specify the amounts of
sale, the expenditure due and payable by the Manager under this
agreement and the costs of the goods due and payable by the
Company (if applicable) and the deduction towards payment of the
security deposit or deposits under Clause 9.4 hereof (if
applicable)".
(v) Clause 6.2 of the Management Agreement will be amended to
be:
"he Manager shall at all times keep or cause to be kept in
proper books all usual accounts of all receipts payments
transactions and dealings in the course of the Business and the
Manager shall send to the Company a fortnightly report of the
state of the said account and also a fortnightly report of the
transactions of the Business";
(vi) Clause 6.3 of the Management Agreement will be deleted and
substituted with the following provision:
"Subject to the prior written consent of the Company, Manager
shall be entitled to use the trade name and/or trade mark of the
Company for the purpose of the Manager's own business of retail
sales and project sales of decorative lighting in Malaysia
(Manager's Business) Provided That all the terms and conditions
of this agreement shall apply to the Manager's Business
including the Company's entitlement to payment of remuneration
in respect of the Manager's Business at the rate and in the
manner provided in Clause 2.2 hereof";
(vii) Clause 7.1 of the Management Agreement will be amended to
be:
"The Manager's appointment hereunder may be determined at any
time by the Company giving to the Manager twenty four (24) hours
written notice to that effect notwithstanding that the Manager
is not guilty of any of the events stipulated in Clause 8.1
hereof"; and
(viii) Clause 8.1.2 of the Management Agreement will be amended
to be:
"Without prejudice to Clause 7.1 hereof, if at any time during
its appointment by the Company the Manager shall be guilty if
any of the following events the Company may determine the
Manager's appointment and upon such determination the Manager
shall not be entitled to claim any compensation or damages for
or in respect or by reason of such determination Provided That
the Company shall have first given written notice to the Manager
requiring the Manager to remedy such event within seven (7) days
from the date of such notice and the Manager fails, neglects or
refuses to comply with such notice, inter-alia, in the event of
any breach or non-observance by the Manager of any of the
stipulations contained in this agreement or contained in the
Deed of Novation of even date hereto and made between the
Company, the Manager and Goh Chin Soon (Singapore NRIC No. S
1160229/J) read together with the Memorandum of Understanding
dated the 4th day of September 2000 and made between the Company
and the said Goh Chin Soon or contained in the Management
Agreement to be made between CPL and the Manager".
DETAILS OF THE CPL MA
On 30 November 2001, CPL had entered into a management agreement
with the Manager to manage the business of retail sales and
project sales of decorative lighting carried out by CPL in
Malaysia (CPL Business). The details of the management agreement
are as set out below:
(i) CPL shall appoint the Manager to manage CPL Business on
and from 1 October 2001 until its appointment shall be
determined as hereinafter provided;
(ii) CPL shall be entitled to payment by the Manager of a fee
equal to 10 percent of the Net Operating Profit of the CPL
Business computed at the end of every six (6) months during the
continuance of the CPL MA whilst the Manager shall be entitled
to the balance of the net operating profit. 'Net Operating
Profit' shall mean the amounts of sale affected by the CPL
Business less the costs of the goods and the expenditure set out
in clause 3 (iii) below;
(iii) The Manager shall be liable to pay all the expenditure
set out below without any right of indemnity or reimbursement
from CPL:
(a) the gross rent (where applicable) of the premises
occupied by the CPL Business and all rates taxes and other
outgoings payable in respect of the said premises;
(b) all expenditure in respect of the maintenance and
repair of the said premises and in respect of the maintenance
repair and renewal of equipment;
(c) all wages, salaries, office expenses, advertising,
marketing and sales promotion expenses, commissions and other
expenditure in respect of or arising out of the operation
administration and upkeep of the CPL Business including all hire
purchase installments payable by CPL; and
(d) all expenditure of whatever description which is an
expense of CPL Business.
(iv) The Manager shall indemnify CPL and keep CPL indemnified
from all losses, damages or liability suffered by CPL resulting
from a breach of the CPL MA by Manager or in the course of
managing the CPL Business.
(v) Subject to such instructions and directions as may from
time to time be given by CPL (all of which instructions and
directions the Manager shall scrupulously observe and perform),
the Manager shall exercise general control over and shall manage
the CPL Business and all persons employed in or in connection
with the same and shall use all proper means in its power to
maintain and improve the CPL Business and to protect and further
the reputation and interests of CPL provided that:
(a) the Manager shall not engage or dismiss any person
employed in the CPL Business without the prior approval of CPL
except in case of serious misconduct or sudden emergency in
which event the Manager shall immediately report such action and
the reason therefore to CPL;
(b) no goods or services shall be ordered for the CPL
Business or contracted in the name of CPL except goods and
services existing as at the date of the CPL MA;
(c) all proceeds of sale effected by CPL shall be paid each
day into the credit of CPL's account and CPL shall release such
amount thereof as it deems fit to the Manager (subject to the
availability of cash and that the sales and expenses accounts
described below being satisfactory to CPL) within two (2)
working days after the production of the sales and expenses
accounts in respect of the CPL Business by the Manager to CPL,
such sales and expenses accounts are to be produced within five
(5) working days after the 15th and the last day of each month
during the continuance of the CPL MA. Provided that in the event
of any deficit as shown in such accounts, the Manager shall pay
the deficit sum to CPL within two (2) working days after the
production of the sales and expenses accounts. The sales and
expenses accounts shall specify the amounts of sale, the
expenditure due and payable by the Manager under the CPL MA and
the costs of the goods due and payable by CPL (if applicable);
and
(d) the Manager shall not have any control over or manage
the corporate affairs of CPL.
(vi) the Manager shall at all times keep or cause to be kept
in proper books all usual accounts of all receipts payments
transactions and dealings in the course of the CPL Business and
the Manager shall send to CPL a fortnightly report of the state
of the said account and also a fortnightly report of the
transactions of the CPL Business.
(vii) subject to the prior written consent of CPL, the
Manager shall be entitled to use the trade name and/or trade
mark of CPL for the purpose of the Manager's own business of
retails sales and project sales of decorative lightings in
Malaysia (Manager's Business) Provided that all the terms and
conditions of the CPL MA shall apply to the Manager's Business
including CPL's entitlement to payment of remuneration in
respect of the Manager's Business at the rate and in the manner
provided in the CPL MA.
(viii) CPL through its duly authorized agents shall be
entitled to conduct inspection and stocktake of the CPL Business
and internal audit of the management accounts of the Manager at
any time at the absolute discretion of CPL without having to
seek prior approval from or give prior notice to the Manager.
(ix) The Manager's appointment may be determined at any time
by CPL giving the Manager twenty-four (24) hour's written notice
to that effect notwithstanding that the Manager is not guilty of
any of the events stipulated below.
(x) Without prejudice to clause 3 (ix) above, if at any time
during its appointment by CPL, the Manager shall be guilty of
any of the following events, CPL may determine the Manager's
appointment and upon such determination the Manager shall not be
entitled to claim any compensation or damages for or in respect
or by reason of such determination, provided that CPL shall have
first given written notice to the Manager requiring the Manager
to remedy such event within seven (7) days from the date of such
notice and the Manager fails, neglects or refuses to comply with
such notice:
(a) if the Manager is guilty of any default or misconduct
in connection with or affecting the CPL Business; and/or
(b) in the event of any breach or non-observance by the
Manager of any of the stipulations contained in the CPL MA.
RATIONALE OF THE MANAGEMENT AGREEMENT, SMA AND CPL MA
The arrangement between the Manager, SHCB and CPL is critical to
SHCB and CPL as the Manager will effectively manage the
operation and business of the two companies absorbing all costs
associated thereof thereby alleviating the severe cashflow
constraints currently faced by SHCB and CPL.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
The Directors' and substantial shareholders' interest with
respect of the Management Agreement was disclosed in the earlier
announcement dated 19 September 2001.
In respect of the CPL MA, save as disclosed below, none of the
other Directors of SHCB and CPL has any interest, direct or
indirect in the CPL MA.
Chu Mei Nu is the spouse of Goh Chin Soon who was within the
preceding twelve (12) months from the date of the CPL MA, a
director of SHCB and CPL. As such, Chu Mei Nu is deemed to be
interested in the CPL MA.
In addition, Chu Mei Nu and Chu Mei Li, both directors of Seng
Hup Electric Company (S) Pte. Ltd., a 99.6 percent owned
subsidiary of SHCB are also directors and substantial
shareholders of Tri Harvest and therefore are deemed to be
interested in the CPL MA.
Presently, both Chu Mei Nu and Chu Mei Li do not have any
shareholding in SHCB.
As far as the Directors are aware, none of the substantial
shareholders of SHCB and/or persons connected to them has any
interest, direct or indirect, in the CPL MA.
EFFECTS OF THE MANAGEMENT AGREEMENT, SMA AND CPL MA
Share Capital
The Management Agreement, SMA and CPL MA would not have any
effect on the share capital of SHCB.
Net Tangible Assets (NTA)
The Management Agreement, SMA and CPL MA are not expected to
have any effect on the NTA of SHCB as at 31 March 2001.
Earnings
The Management Agreement, SMA and CPL MA are expected to
contribute positively to the earnings of SHCB.
Substantial Shareholders
The Management Agreement SMA and CPL MA will not have any effect
on the shareholding of the substantial shareholders of SHCB.
DOCUMENTS FOR INSPECTION
Copies of the SMA and CPL MA are available for inspection at the
Registered Office of SHCB at Unit E-9-6, 9th Floor, Megan Phileo
Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur from Mondays
to Fridays (except public holidays) during business hours for a
period of three (3) months from the date of this announcement.
TECHNOLOGY RESOURCES: SC Grants Proposals Scheme
------------------------------------------------
Malaysian International Merchant Bankers Berhad (MIMB), on
behalf of the Board of Directors of Technology Resources
Industries Berhad (TRI or Company), announced that the Company
has received the approval of the Securities Commission (SC) for:
(i) Proposed Restricted Issue - The proposed restricted issue of
up to 724,138,000 new ordinary shares of RM1.00 each in TRI
(Restricted Shares) to investors to be determined and suppliers.
(ii) Proposed Rights Issue - The proposed rights issue of up to
840,907,661 new ordinary shares of RM1.00 each in TRI (Rights
Shares) to the shareholders of TRI on the basis of one (1)
Rights Share for every one (1) existing ordinary share of RM1.00
each (share held in TRI.
(iii) Proposed Internal Restructuring - The proposed internal
reorganization of the corporate structure of TRI and its
subsidiary and associated companies (TRI Group), whereby Celcom
(Malaysia) Sdn Bhd (Celcom) would assume the listing status of
TRI and emerge as the new listing vehicle of the restructured
TRI Group on the Main Board of the KLSE after the completion of
the Proposals.
The Proposed Restricted Issue and Proposed Rights Issue are
hereinafter referred to collectively as the "Proposed Equity
Issues".
The "PROPOSALS" refers to:
ú Proposed Restricted Issue
ú Proposed Rights Issue
ú Proposed Early Redemption Option
ú Proposed Debt Refinancing
ú Proposed Internal Restructuring
2. The SC notes that the proceeds to be raised from the Proposed
Equity Issues (Proceeds) will be utilized as follows
(Utilization):
* The quantum of gross proceeds of RM1.805 billion is arrived
at on the assumption that the Proposed Equity Issues are
implemented based on the existing issued and paid-up share
capital of TRI (without taking into account the Magnetization
Shares, as referred to in the announcement of TRI dated 28 June
2001). Any difference between the said assumed quantum and the
actual amount of gross proceeds raised from the Proposed Equity
Issues are to be used for repayment of the remaining balance of
the TRI bonds and Danaharta Debt. The actual quantum of cash
proceeds to be received from the Proposed Equity Issues are also
dependent on whether any of the amounts owing to suppliers are
converted into Restricted Shares.
3. The Utilization is subject to:
(i) SC's approval is required to be obtained for any change to
the Utilization if such change(s) involve the utilization of the
Proceeds for purposes other than for the core business of TRI
Group;
(ii) the approval from the shareholders of TRI is required to be
obtained for any change by 25 percent or more relating to the
Utilization. In the event that such change is below 25 percent,
appropriate disclosure is required to be made to the
shareholders of TRI;
(iii) any extension of time required from the deadline set by
TRI for the Utilization must be approved by the Board of
Directors of TRI by way of a final resolution and full
disclosure is required to be made to the Kuala Lumpur Stock
Exchange (KLSE); and
(iv) appropriate disclosure on the status of Utilization is
required to be disclosed in the Quarterly Reports and the Annual
Reports of TRI until the Proceeds have been fully utilized.
The above conditions must be complied with by Celcom in relation
to any unutilized amount of the Proceeds remaining after the
completion of the Proposals.
4. The approval of the SC for the Proposed Equity Issues and
Proposed Internal Restructuring is subject to the following
conditions:
(i) the price fixing for the Restricted Shares and Rights
Shares must be in accordance with the requirements set out in
the Policies and Guidelines on Issue/Offer of Securities of the
SC (SC Guidelines);
(ii) MIMB is required to manage the underwriting of the
portion of the Rights Shares which need to be underwritten, and
must be one of the underwriters;
(iii) MIMB/TRI are required to furnish the SC with details of
the investors for the Restricted Shares after finalization of
negotiations with such investors;
(iv) MIMB/TRI are required to furnish the SC with written
confirmations from the identified investors for the Restricted
Shares that:
(a) they are committed to subscribe for the Restricted
Shares; and
(b) they have the source of financing required to subscribe
for the Restricted Shares;
(v) TRI is required to appoint an independent adviser to
advise the minority shareholders of TRI, and obtain the specific
approval from its shareholders in the event the Restricted
Shares are offered to related parties;
(vi) all parties who have interest in the above proposals are
to abstain from any deliberation of the Board of Directors and
to also abstain from voting on the proposals concerned;
(vii) MIMB/TRI are required to make full disclosure on the
justifications for the Proposed Restricted Issue and its effects
in the circular to the shareholders of TRI;
(viii) MIMB is required to furnish the SC with a draft of the
circular to the shareholders of TRI for review by the SC;
(ix) MIMB/TRI are required to obtain all other relevant
approvals; and
(x) TRI is required to comply with all the requirements of
Chapter 12, 15 and 25 of the SC Guidelines.
5. The Proposals are now pending the approvals of the following:
(a) the SC, for the proposed debt refinancing, details of which
are contained in the announcement of TRI dated on 28 June 2001;
(b) the KLSE for:
(i) the listing of and quotation for the new shares in TRI to
be issued pursuant to the Proposed Rights Issue and Proposed
Restricted Issue on the KLSE; and
(ii) the de-listing of the entire issued and paid-up share
capital of TRI, and the admission to the Official List and the
listing of and quotation for the entire issued and paid-up share
capital of Celcom on the KLSE Main Board, pursuant to the
Proposed Internal Restructuring;
(c) the High Court of Malaya, pursuant to Section 64 of the
Companies Act, 1965, in relation to the Proposed Internal
Restructuring;
(d) the shareholders of TRI at an extraordinary general meeting
(EGM) to be convened, in relation to the Proposals; and
(e) the shareholder of Celcom at an EGM to be convened, in
relation to the Proposed Internal Restructuring.
TRI had obtained the approval of the Foreign Investment
Committee for the Proposed Restricted Issue on 29 October 2001
and the approval of the Bank Negara Malaysia on 24 October 2001
relating to the prepayment of outstanding sums on the foreign
currency denominated credit facilities of Celcom and the TRI
bonds.
6. A circular to the shareholders of TRI, setting out
information on the Proposals, together with the notice of the
EGM, would be dispatched to the shareholders of TRI in due
course.
TECHNOLOGY RESOURCES: To Halve Staff By Q102
--------------------------------------------
DebtTraders Analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300) say Technology Resources Industries
plans to cut its 4,400 staff in half by the first quarter of
next year in a bid to reduce costs, referring to the Business
Times report.
The mobile phone company will offer a voluntary separation plan
first to managerial staff and later to other employees, notes
DebtTraders.
According to DebtTraders, 15 of the Company's 30 senior
management staff opted to take a voluntary separation plan
offered on August. The Company plans to issue new shares to
investors to raise $474 million to redeem bonds.
DebtTraders reports that TRI's 0 percent convertible bonds due
on 2004 (TRI1) are traded at above par between 121 and 125. For
more real-time bond pricing information, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TRI1
TRANS CAPITAL: Enters Proposed Debt Scheme MoU
----------------------------------------------
The Board of Directors of Trans Capital Holding Berhad (TCHB or
the Company) revealed that TCHB, on 12 November 2001, entered
into a Memorandum of Understanding (MoU) with the shareholders
of Menta Construction Sdn Bhd. Both parties are proposing a
restructuring scheme involving, inter-alia, the setting up of a
newco to take over the listing status of TCHB and the
shareholders of Menta to inject Menta and its subsidiaries into
the newco.
TCHB had received the approval of the Kuala Lumpur Stock
Exchange for the extension of time for 4 months from 22 October
2001 to 28 February 2002 in order for TCHB to comply with the
requirements of paragraph 5.1 of PN4/2001.
Reference is made to the announcements dated 1 October 2001
wherein the Company had pursuant to paragraph 8.14 of the
Listing Requirements of the KLSE and Practice Note 4/2001 dated
15 February 2001 issued by the KLSE (Practice Note) announced:
* TCHB is an affected listed issuer under the Practice Note;
* TCHB had on 26 September 2001 been served a notice pursuant
to Section 218 of the Companies Act, 1965 by Lee Hishammuddin
and the amount claimed is RM192,000.00.
* TCHB and its subsidiaries, namely Trans Capital Sdn. Bhd. and
Trans Capital Electronics Sdn. Bhd. have on 16 October 2001 been
granted a Restraining Order under Section 176 of the Companies
Act, 1965 from the High Court of Penang which restrains and
stays all further legal proceedings against the aforesaid
companies for a period of nine months from 24 September 2001.
* TCHB had, by the letter dated 19 October 2001, to the KLSE,
appealed for a further extension of time to comply with the
requirements of paragraph 5.1 of PN4/2001.
UH DOVE: Unit Disposes Of HWGB Shares
-------------------------------------
The Board of UH Dove Holdings Berhad (the Company or UHD)
announced that on 29 November 2001, the Company's wholly owned
subsidiary, U.H. Industries Sdn. Bhd. disposed of part of its
investment in Ho Wah Genting Berhad (HWGB) comprising 10,000
shares representing 0.00625 percent of the issued and paid-up
capital of HWGB through the open market in the KLSE.
Details of Consideration [Paragraph 10.07(a)(i)]
The 10,000 shares were disposed at a selling price of RM1.42 per
share through the open market in the KLSE.
The particulars of the investment in HWGB are as follows:
Number of Shares held Percentage
of RM1.00 each
Before Disposal 141,600 0.0885%
After Disposal 131,600 0.08225
Statement that the Directors, Major Shareholders and/or person
connected with them have no interest, direct or indirect, in the
transaction [Paragraph 10.07(a)(iii)]
Based on the statutory records of the Company and to the best of
our knowledge and belief, none of the Directors and Major
Shareholders and/or person connected with them has interest,
direct or indirect, in the aforesaid disposal.
Rationale for the Disposal
The disposal was made to raise additional working capital for
UHD Group.
* CDRC Chairman Clarifies Outstanding Cases' Status
---------------------------------------------------
Corporate Debt Restructuring Committee (CDRC) posted the
November 30 statement of Chairman Dato' Azman Yahya:
"CDRC clarified on reports and queries which assumes or gives
the impression that the workout proposals for all 26 outstanding
cases under CDRC as at 1 August 2001 will be finalized by 30
November 2001.
"It should be noted that the timeline of 4 months is only
applicable to new cases and cases which had been referred to
CDRC before 1 August 2001 but no action or steps had been taken.
For these cases, the evaluation by CDRC, the formation of a
Creditors' Steering Committee (CSC) and the signing of
Standstill Agreements will take place over one month. The next
three months will then cover the appointment of scheme advisors
and solicitors, as well as the formulation of the workout
proposal and its approval by creditors. Thereafter, the workout
proposal will be implemented, subject to approval by the
relevant regulatory authorities.
"For cases which were already in progress prior to 1 August
2001, CDRC will continue to assist with the momentum of the
discussions and formulation of workout proposals.
"In any event, the 4 months' timeline can be extended depending
on the requirements and complexity of each workout proposal.
"Therefore, it is incorrect to assume that all 26 outstanding
cases will have a workout proposal by 30 November 2001.
Nevertheless, as stated in our previous announcements, we intend
to implement and complete all cases by end July next year.
"I wish to cite the following examples of cases in which the
timeline has been extended.
1. Lion Group - A workout proposal has been formulated and the
major creditors have given their approval in principle. However,
in this case, the workout proposal will be presented to all
creditors for approval after approval from the Securities
Commission has been obtained.
2. Expressway Lingkaran Tengah Sdn Bhd (ELITE) - A workout
proposal has been formulated and agreed by lenders but requires
the Government's approval before execution, expected to be in
mid December.
"In addition to the above companies, agreements for three more
workout proposals, namely, Nam Fatt Corporation Berhad, Gadek
(Malaysia) Berhad and Land & General Berhad are expected to be
signed in December 2001.
"In this regard, I am pleased to say that CDRC is still on
course in its target to ensure that all workout proposals of
borrowers under CDRC will be approved and implemented by end
July next year.
"Thank you."
=====================
P H I L I P P I N E S
=====================
METRO PACIFIC: Lower On Profit Taking
-------------------------------------
Speculations that the bidding for Metro Pacific Corporation's
controlling stake in its Fort Bonifacio Global City project will
take some time, company shares went down sharply lower in
midmorning trade as investors pocketed recent gains, PRNewsAsia
reported on December 3.
As of 11:00 am yesterday, Metro Pacific fell P0.05 or 12.20 pct
to 0.36 on volume of 7.94 million shares.
As speculations on the impending stake sale persisted last week,
Metro Pacific rose to a near four-month high of P0.41.
According to analyst Dexter Lee, "Investors are still waiting
for the results of the bidding process and it's taking some time
for the parties to agree on a price and right now, investors
don't want that kind of speculation."
NATIONAL POWER: US$530 Funding Finalized
----------------------------------------
The Power Sector Assets and Liabilities Management (PSALM) Corp.
have already completed the US$530 million financing requirement
for the ailing National Power Corporation (Napocor) for this
year, the Manila Times reported Monday.
PSALM, created under the Electric Power Industry Reform Act
(EPIRA) of 2001, is tasked to oversee the sale of the state-run
power firm's transmission and generation assets.
Last week, the Department of Finance (DoF) successfully
conducted the US$500-million Eurobond offering and the proceeds
from the said bond offering should be infused to the ailing
Napocor to partly bankroll its $530-million capital requirement
for the year. The remaining US$30 million should be raised by
PSALM through short-term borrowings or bridge financing.
Napocor has been mired in debts since the currency crisis hit
the Asian region in 1997. As of today, its loan obligations
stand at more than US$6 billion.
NATIONAL POWER: Spanish Firm Keen On Transco Bid
------------------------------------------------
A still unnamed power company from Spain has signified interests
in the acquisition of the transmission assets of the ailing
state-run National Power Corporation (Napocor), the Manila Times
reported yesterday.
Asisclo Gonzaga, Napocor Chief Operating Officer, said that the
Spanish firm is considered to be a "big player in Europe", and
has signified interest, through its representatives, in the
purchase of Napocor's transmission assets. The Spanish company
is simply waiting for the approval of the implementing rules and
regulations of the Electric Power Industry Reform Act of 2001
before it could conduct a due diligence investigation on the
power firm.
PT&T: Training Sights On Net Services
-------------------------------------
Philippine Telegraph and Telephone Corporation (PT&T) plans to
shift directions and focus instead on Internet-based services
and the use of broadband technology, in an effort to adapt to
the changing landscape in the telecommunications and IT
industries, according to a Monday BusinessWorld report.
>From July to October for this fiscal year, the company, which is
currently thick in the middle of finalizing a debt restructuring
agreement with creditor banks, has incurred some P286 million in
losses. Moreover, for the full fiscal year 2001, the company
posted a total net loss of over P2.1 billion pesos, almost
double last year's figures of nearly P1.2 billion.
As part of its intended shift, PT&T now plans to offer broadband
connective through SuperCom, which will provide video
conferencing, Voice over Internet Protocol (VoIP), network
gaming, video on demand, high-speed Internet and virtual private
networks.
Another project, PT&T Click&Call, will become the company's one-
stop-shop for e-business and telecommunications needs.
RFM CORPORATION: Open To Food Unit Sale To San Miguel
-----------------------------------------------------
As part of its efforts to facilitate its restructuring, RFM
Corporation declared that it is open to the possibility of
selling its food unit Swift Foods Inc. to San Miguel Corp.,
PRNewsAsia reported yesterday, citing RFM president Jose
Concepcion.
Concepcion confirmed that San Miguel approached them about the
sale and that he confirmed his openness to the deal taking into
consideration the "good relationship" developed between his
company and San Miguel brought about by the recent sale of its
bottling unit Cosmos Bottling Corp. to the latter.
According to DebtTraders, RFM Corporation's 2.750% convertible
bonds due on 2006 (RFM) are trading between 65 and 75. For more
real-time bond pricing information, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=RFM
SHEMBERG BIOTECH: Gains Two New Clients
---------------------------------------
Benson Dakay, CEO for the Debt-laden Shemberg Biotech Corp.
(SBC) said that two companies, namely Den-Mat Corp. and Sara Lee
Corp., plan source a portion of their toothpaste grade
carrageenin requirements from his company, BusinessWorld
reported on December 3.
International dental materials manufacturer, Den-Mat, will use
Shemberg's toothpaste-grade carrageenin for its Rembradt oral
products line.
The Cebu Regional Trial Court has recently placed SBC under
receivership until the resolution of its petition for
rehabilitation.
The proposed rehabilitation plan for Shemberg involves a debt-
to-equity swap for 45 percent of its P900 million loan with
multilateral and domestic creditors and the restructuring of the
balance of 55 percent.
=================
S I N G A P O R E
=================
ASIA FOOD: Appoints Audit Committees, Directors
-----------------------------------------------
The respective Boards of Directors of Asia Food & Properties Ltd
(AFP) and Golden Agri-Resources Ltd (GAR) announced the
appointments of Dr. Hong Hai, Mr. Hong Pian Tee and Mr. Foo Meng
Kee as members of the Companies Audit Committees. Their
appointment to the Audit Committees will be effective December
3, 2001. The Companies appointed Dr. Hong Hai, Mr. Hong and Mr.
Foo as additional independent Directors of AFP and GAR on
November 2.
The Audit Committees of AFP and GAR presently consist of three
members, of whom two are independent Directors. With the
additional appointments, the number of independent Directors on
the Audit Committees will increase to four.
These appointments are in line with the Companies' ongoing
initiatives to enhance its corporate governance. The other
members of the Audit Committees of AFP and GAR are Mr. Lew Syn
Pau and Mr. Willie Sia Siew Kiang, Chief Financial Officer of
AFP and GAR.
The respective Boards also announced that Mr. K Shanmugam has
resigned as Director and Member of the Audit Committees, with
immediate effect. Mr. Shanmugam served on the boards of AFP and
GAR for four (since 1997) and two years (since 1999),
respectively.
CREATIVE TECHNOLOGY: Issues Changes In Shareholder's Interests
--------------------------------------------------------------
Creative Technology Limited announced a notice of change
affecting the deemed interests of substantial shareholder
Merrill Lynch & Co. The notice appears as:
Notice Of Changes In Substantial Shareholder's Deemed Interests
Name of substantial shareholder: Merrill Lynch & Co., Inc.
Date of notice to company: 29 Nov 2001
Date of change of shareholding: 28 Nov 2001
Name of registered holder: Citibank (Singapore)
Circumstance giving rise to the change: Others
Please specify details: Open sale and purchase
Shares held in the name of registered holder
No. of shares of the change: 1,350
Percent of issued share capital: 0.002
Amount of consideration per
share excluding brokerage, GST,
stamp duties, clearing fee: S$13.78, S$13.99
No. of shares held before change: 23,500
Percent of issued share capital: 0.033
No. of shares held after change: 24,850
Percent of issued share capital: 0.035
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 4,153,791
Percent of issued share capital: 5.773
No. of shares held after change: 4,155,141
Percent of issued share capital: 5.775
Total shares:
No. of Warrants
No. of Options
No. of Rights
No. of Indirect Interest
GOLDTRON LIMITED: Posts Notice Of Director's Interest Changes
-------------------------------------------------------------
Goldtron Limited issued a notice of changes detailing a change
in the interests of one of its Directors, namely Ong Soon Kiat.
The changes are detailed in the notice appearing below:
Notice Of Changes In Director's Interests
Name of director: Ong Soon Kiat
Date of notice to company: 30 Nov 2001
Date of change of interest: 30 Nov 2001
Name of registered holder: Ong Soon Kiat
Circumstance giving rise to the change: Others
Please specify details: Sale in the open market to meet
obligations to financial institution
Shares held in the name of registered holder
No. of shares of the change: 5,000,000
Percent of issued share capital: 0.201
Amount of consideration per share
excluding brokerage, GST, stamp duties,
clearing fee: S$0.025
No. of shares held before change: 32,614,500
Percent of issued share capital: 1.312
No. of shares held after change: 27,614,500
Percent of issued share capital: 1.111
Holdings of Director including direct and deemed interest
Deemed Direct
No. of shares held before change: 0 32,614,500
Percent of issued share capital: 0 1.312
No. of shares held after change: 0 27,614,500
Percent of issued share capital: 0 1.111
Total shares: 0 27,614,500
The percentages above have been computed based on 2,485,638,033
shares issued as of November 30, 2001.
JADE TECHNOLOGY: Winds Up Unit, Gets Remaining Business
-------------------------------------------------------
The Directors of Jade Technologies Singapore Ltd (JTS) announced
that the operations of one of its wholly owned subsidiaries,
namely Jade Technologies Europe B.V. (JTE), will be wound down
and some of the remaining business of JTE may be transferred to
JTS.
JTE, a private limited liability company incorporated in the
Netherlands, is engaged in the business of leadframe
manufacturing and has a manufacturing facility at Sittard,
Netherlands. Weak global demand in the electronics industry has
led to a dramatic fall in JTE's product sales since April 2001
and the Company is not now able to foresee when product sales
are likely to improve.
In view of the current weak state of the market for electronic
products, the uncertain future outlook, and the consequential
uncertainty regarding business prospects for JTE, the Directors
of JTE and JTS have concluded that it is best to wind down the
operations of JTE. This will be done progressively as existing
orders and orders for buffer inventory are built up under an
agreement entered into, November 29, 2001, with a major customer
of JTE.
The retrenchment terms for the staff of JTE have yet to be
agreed with the Works Council and the Union of JTE. The one-time
write-off of JTS' investment in JTE and inter-company loan
between JTS and JTE, the closure costs and retrenchment costs
which will be incurred in connection with the winding down of
JTE is expected to have a substantial and material effect on the
net tangible assets per share of JTS for the financial years
ending 29 September 2001 and 28 September 2002, with a
corresponding effect on the profit and loss account in both
years. It will result in substantial losses for the financial
year ending September 29, 2001.
Despite the uncertain outlook, the Directors believe that JTS
will be able to weather the current economic recession and be in
a position to take advantage of new opportunities in the
electronics industry when the upturn occurs.
THAKRAL CORPORATION: Launches Debt Buy-Back Exercise
----------------------------------------------------
Thakral Corporation Limited announced on December 3 that:
1. The High Court of the Hong Kong SAR had, by a court order
dated November 27, 2001 sanctioned the Parallel Scheme of
Arrangement of the Company's principal subsidiary, Thakral
Corporation (HK) Ltd, pursuant to Section 166 Hong Kong
Companies Ordinance (Chapter 32).
2. The Company, in accordance with its scheme of arrangement
approved by creditors on October 24, 2001 and sanctioned by the
High Court of Singapore on November 2, 2001 (the Singapore
Scheme), will be proceeding with the launch of its debt buy-back
exercise on December 3. As explained in the Company Announcement
dated June 29, 2001, this exercise involves the Company calling
for a tender, open to all its Participating Creditors (as
defined in the Singapore Scheme), wherein each Participating
Creditor may choose to submit an offer to the Company to retire
the whole or part of its debt at a discount of not less than 70
percent. The Company has a sum of S$35 million at its disposal
to fund the debt buy-back exercise.
3. The Company is now in the process of obtaining the various
regulatory approvals as required under the Singapore Scheme and
will update the public and its shareholders accordingly.
===============
T H A I L A N D
===============
CENTRAL PAPER: SET Grants Listed Securities
--------------------------------------------
Central Paper Industry Public Company Limited (CPICO) informed
that starting from December 4, 2001, the Stock Exchange of
Thailand (SET) allowed the securities of CPICO to be listed on
the SET after finishing capital increase procedures.
However, CPICO is a listed company under REHABCO sector and is
in the rehabilitation process, therefore, the SET has still
suspend trading all securities of CPICO until the causes of
delisting are eliminated. Anyway, the company could request the
SET to allow continued trading under the REHABCO category after
it completed the conditions specified by the SET.
Name : CPICO
Issued and Paid up Capital
Old : Bt600,000,000
New : Bt600,054,000
Allocate to : 5,400 warrants exercise to 5,400
common shares
Ratio : 1:1
Exercise Price : Bt10
Exercise Date : September 17,2001
EGCO MINING: Files Dissolution, Under Liquidation Process
---------------------------------------------------------
Electricity Generating Public Company Limited (EGCOMP), in
reference to the resolution of the Extraordinary Shareholders
Meeting of EGCO Mining Co., Ltd No. 2/2001 held on November 7,
2001, informed that on November 29, 2001, the Company, of which
its 70 percent stake was held by EGCOMP has already filed for
the dissolution of the Company and is in the process of
liquidation.
In addition, the dissolution does not have any impact on the
operating results of EGCOMP.
SIKARIN PUBLIC: Reports Rehabilitation Plan Progress
----------------------------------------------------
Sikarin Public Company Limited, which submitted to the SET
according to the rules and regulation of SET on the listing and
de-listing (no. 7) dated January 15, 1997, reported the
progression of our rehabilitation plan in 2 parts:
Part 1: Report of the operation result according to the
rehabilitation plan
1) Financial aspect
At quarter 3 of 2001, no more debt restructuring .
2) Operational aspect
At quarter 3 of 2001, we continue to improve the
quality of our medical service to the standard. In October,
2001, Ratarin Hospital is certified the ISO 9001 (version 2000)
which is as same standard as Sikrin Hospital.
Part 2 Report of the operating result comparing with the
financial projections.
Summary of Profit and Loss Statement for the 9 months period
ending September 30, 2001.
Consolidated (Thousand Baht)
Actual Projection Difference
Medical service revenues and sales revenues
471,953 95.39% 453,667 97.32% 18,286 4.03%
Interest income
21 0.01% 21 0.00% - 0.00%
Other revenues
22,792 4.61% 12,505 2.68% 10,287 82.26%
Total revenues
494,766 100.00% 466,172 100.00% 28,594 6.13%
Cost of medical services and cost of sales
327,339 66.16% 316,279 67.85% 11,060 3.50%
Selling and administrative expenses
95,066 19.21% 100,936 21.65% (5,870) -5.82%
Bad debts and doubtful accounts
2,668 0.54% 4,231 0.91% (1,563)-36.94%
Equity in net earnings of subsidiary companies
- 0.00% - 0.00% - -
Other expenses
925 0.19% - 0.00% 925 -
Total expenses
425,998 86.10% 421,446 90.41% 4,552 1.08%
Earnings before interest expenses
68,768 13.90% 44,726 9.59% 24,042 53.75%
Interest Expenses
(30,351) -6.13% (34,536) -7.41% 4,185 -12.12%
Earnings before minority interests
38,417 7.76% 10,190 2.19% 28,227 277.01%
Minority interests
- 0.00% - 0.00% - -
Earnings before extraordinary items
38,417 7.76% 10,190 2.19% 28,227 277.01%
Earnings on compromise of debt
26,925 5.44% - 0.00% 26,925 -
Earnings for the period
65,342 13.21% 10,190 2.19% 55,152 541.24%
Earnings per share
Earnings before extraordinary items 0.43 0.11
Extraordinary items 0.30 -
Earnings for the period 0.73 0.11
Shareholders equity Ending balance (724) (61,126)
Company Equity (Thousand Baht)
Actual Projection Difference
Medical service revenues and sales revenues
449,150 95.42% 423,241 97.38% 25,909 6.12%
Interest income
21 0.00% - 0.00% 21 -
Other revenues
21,527 4.57% 11,400 2.62% 10,127 88.83%
Total revenues
470,698 100.00% 434,641 100.00% 36,057 8.30%
Cost of medical services and cost of sales
317,152 67.38% 301,065 69.27% 16,087 5.34%
Selling and administrative expenses
82,105 17.44% 83,704 19.26% (1,599) -1.91%
Bad debts and doubtful accounts
2,668 0.57% 4,232 0.97% (1,564) -36.96%
Equity in net earnings of subsidiary companies
8,132 1.73% 8,210 1.89% (78) -0.95%
Other expenses
935 0.20% - 0.00% 935 -
Total expenses
410,992 87.32% 397,211 91.39% 13,781 3.47%
Earnings before interest expenses
59,706 12.68% 37,430 8.61% 22,276 59.51%
Interest Expenses
(21,289) -4.52% (25,735) -5.92% 4,446 -17.28%
Earnings before minority interests
38,417 11,695 2.69% 26,722 228.49%
Minority interests
- 0.00% - 0.00% - -
Earnings before extraordinary items
38,417 8.16% 11,695 2.69% 26,722 228.49%
Earnings on compromise of debt
26,925 5.72% - 0.00% 26,925 -
Earnings for the period
65,342 13.88% 11,695 2.69% 53,647 458.72%
Earnings per share
Earnings before extraordinary items 0.43 0.13
Extraordinary items 0.30 -
Earnings for the period 0.73 0.13
Shareholders equity Ending balance (724) (59,621)
Reasons for the differences between the projections and actual
results.
1. Medical service revenues and sales revenues
1.1. From the company equity statement, the actual medical
service revenues are 6.12 % higher than the projections because
of the increase in number of patience.
1.2. From the consolidated statement, the actual medical service
revenues and sales revenues are 4.03 % higher than the
projections because of the increase in the sales revenue of the
company are higher than the projection although the subsidiary
are lesser than the projection.
2. Cost of medical services and cost of sales
2.1 From the company equity statement, the actual cost of
medical services and cost of sales are 5.34 % higher than the
projection , because of the increase in medical service
revenues.
2.2 From the consolidated statement, the actual cost of
medical services and cost of sales are 66.16 percent of total
revenues, which is not significantly different from the
projection. Because the increase in cost of medical services
and cost of sales of the company are higher than the projection
although the subsidiary are lesser than the projection.
3. Selling and administrative expenses
3.1. From the company equity statement, the actual selling and
administrative expenses are 19.26 percent of total revenues,
which is not significantly different from the projection as a
result of our ability to control expenses.
3.2. From the consolidated statement, the actual selling and
administrative expenses are 5.34 percent higher than the
projection as a result of selling and administrative expenses of
subsidiary company are higher than the projection.
4. Earnings for the period
4.1. From the company equity statement, we have earnings of
Bt66.34 million, which is much higher than the Bt11.69 million
in the projections. The difference is Bt53.65 million.
4.2. From the consolidated statement, we have earnings of
Bt65.34 million, which is much higher than the Bt10.19 million
in the projections. The difference is Bt55.15 million.
4.3. The reason for the much higher earnings is that we can
increase the revenues of the company.
TRAD PORNPIMON: Files Business Reorganization Petition
------------------------------------------------------
Fishsauce manufacturer Trad Pornpimon Fishsauce 1991 Company
Limited's (DEBTOR), Petition for Business Reorganization was
filed to the Central Bankruptcy Court:
Black Case Number 710/2543
Red Case Number 864/2543
Petitioner: TRAD PORNPIMON FISHSAUCE 1991 COMPANY LIMITED
Planner: TRAD PORNPIMON FISHSAUCE 1991 COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,849,595,176.84
Date of Court Acceptance of the Petition: September 8, 2000
Date of Examining the Petition: October 9, 2000 at 9.00 A.M.
Date of Court Appointment for hearing the order: November 21,
2000
Court Order for Business Reorganization and Appointment of
Planner: November 20, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: November 27 , 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: December 26,
2000
Deadline for Planner to submit the Business Reorganization Plan
to Official Receiver: March 26, 2001
Court had issued an order to hand in the reorganization plan on
May 21, 2001
Appointment Date of the Meeting of Creditors for the Plan
Consideration: June 21, 2001 at 9.30 am. Convention Room no.
1104, 11th Floor Bangkok Insurance Building, South Sathorn Rd.
The Meeting of Creditors had passed the resolution accepting the
reorganization plan pursuant to Section 90/46
Court had issued the order accepting the reorganization plan:
August 23, 2001 and Appointed Mr. Durongrit Gasawapituk to be as
a Plan Administrator
Announcement of Court Order for accepting the Business
Reorganization Plan and Appointment of the Plan Administrator in
Matichon Public Company Limited and Siam Rath Company Limited:
September 13, 2001
Announcement of Court Order for accepting the Business
Reorganization Plan and Appointment of the Plan Administrator in
Government Gazette: October 9, 2001
Contact: Miss Kanjana Tel, 6792525 ext 133
* Seven Suspended Companies Enter the Bankruptcy Process
---------------------------------------------------------
The Central Bankruptcy Court declared seven suspended companies
under the supervision of the Financial Sector Restructuring
Authority (FRA) bankrupt, and put them under absolute
receivership during November 23 - November 27, 2001. Of these
seven companies, three, namely, Cathay Trust Co., Ltd., ITF
Finance and Securities Public Co., Ltd. and Finance House Co.
Ltd. were declared bankrupt on November 23,2000, followed by
Bangkok Finance Co., Ltd. on November 26,2001, and three others,
namely, Wall Street Finance and Securities Plc., Thanapol
Finance and Securities Plc. and Prime Finance and Securities
Plc. on November 27,2001.
Mr. Kamol Juntima, the FRA's Chairman, said that these seven
companies have already distributed the proceeds from asset sales
amounting to Bt28,112.72 million to their eligible creditors who
had filed their claims with the FRA. Of this amount, Bt26,371.50
million or 93.81 percent were paid to the Financial Institutions
Development Fund (FIDF).
The remaining assets of these seven companies will be handled by
the Official Receiver of the Legal Execution Department and
all of the creditors have yet to file claims with the Official
Receiver for their outstanding debts within 2 months after the
receiving orders are publicized.
"To date, the FRA has already brought 45 of the 56 suspended
companies under its supervision into the bankruptcy process. Of
11 others, seven will be taken into the process in December 2001
followed by the last four companies, namely, Thana One Finance
and Securities Plc., General Finance and Securities Plc., CMIC
Finance and Securities Plc. and Finance One Plc., early next
year," said Mr.Kamol.
Dr. Montri Chenvidyakarn, the FRA's Secretary-General,
meanwhile, said that the FRA is now expediting the
distribution process for the benefits of all creditors. "There
is no need for the creditors to bring legal actions against
these four companies to hasten the distribution process since
this may cost unnecessary high legal fees and achieve nothing
from the process. The creditors can contact the FRA or the
relevant suspended companies if they have any inquiries, or
would like to know the progress of the distribution process,"
he said.
Following are the background information of the seven suspended
companies which were declared bankrupt during November 23 -
November 27, 2001.
Finance House Co. Ltd . was ordered to suspend operations by the
Ministry of Finance on June 26, 1997. During August 27,2001 -
September 26,2001 , the company's creditors have been repaid
amounting to Bt364.96 million, of which Bt342.62 million was
paid to the FIDF. The company has Bt789.09 million of remaining
assets and Bt1,660.55 million of outstanding debts as of
September 30,2001.
Cathay Trust Co., Ltd was ordered to suspend operations by the
Ministry of Finance on August 5, 1997. During August 27, 2001 -
September 26,2001 , the company's creditors have been repaid
amounting to Bt7,974.18 million, of which Bt7,956.68 million was
paid to the FIDF. The company has Bt5,777.25 million of
remaining assets and Bt19,479.47 million of outstanding debts as
of September 30,2001.
ITF Finance and Securities Public Co., Ltd. was ordered to
suspend operations by the Ministry of Finance on June 26, 1997.
During August 27, 2001 - September 26, 2001 , the company's
creditors have been repaid amounting to Bt5,497.55 million, of
which Bt5,410.78 million was paid to the FIDF. The company has
Bt8,906.99 million of remaining assets and Bt24,289.57 million
of outstanding debts as of September 30,2001.
Bangkok Finance Co., Ltd. was ordered to suspend operations by
the Ministry of Finance on August 5, 1997. During November
16,2001 - November 23,2001 , the company's creditors have been
repaid amounting to Bt1,644.12 million, of which Bt1,529.80
million was paid to the FIDF. The company has Bt3,844.50 million
of remaining assets and Bt6,434.74 million of outstanding debts
as of October 31,2001.
Prime Finance and Securities Plc. was ordered to suspend
operations by the Ministry of Finance on June 26, 1997. During
July 16, 2001 - August 15, 2001 , the company's creditors have
been repaid amounting to Bt2,873.36 million, of which Bt2,230.52
million was paid to the FIDF. The company has Bt3,896.61 million
of remaining assets and Bt10,751.30 million of outstanding debts
as of August 31,2001.
Wall Street Finance and Securities Plc. was ordered to suspend
operations by the Ministry of Finance on August 5, 1997. During
August 27, 2001 - September 26, 2001 , the company's creditors
have been repaid amounting to Bt6,051.55 million, of which
Bt5,882.65 million was paid to the FIDF. The company has
Bt7,527.00 million of remaining assets and Bt22,842.96 million
of outstanding debts as of August 31,2001.
Thanapol Finance and Securities Plc. was ordered to suspend
operations by the Ministry of Finance on August 5, 1997. During
August 27, 2001 - September 26, 2001 , the company's creditors
have been repaid amounting to Bt3,706.62 million, of which
Bt3,018.45 million was paid to the FIDF. The company has
Bt6,036.80 million of remaining assets and Bt14,955.87 million
of outstanding debts as of August 31,2001.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Jerros Dolino, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
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