/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020107.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, January 7, 2002, Vol. 5, No. 4 Headlines A U S T R A L I A AMP LIMITED: Expects Marginally Negative 2001 Profit AMP LIMITED: Ups Interest In Tap Oil To 8.46% AUSTAR UNITED: Continues With $400M Debt Structure HILLGROVE GOLD: Receivers, Managers Appointed NORMANDY MINING: Anglogold Reacts To Increased Newmont Offer PACIFIC DUNLOP: Harris Associates LP Acquires 5.01% Interest SKAI COMPUTER: Under Voluntary Administration TENNYSON NETWORKS: ING Ups Interest To 8.52% C H I N A & H O N G K O N G CHINA CYBERWORLD: Reports Interim $10.1M Interim Net Loss CHINA MOTION: Reports 36.58% Interim Net Loss Reduction I N D O N E S I A BANK CENTRAL: Deloitte Advises IBRA On 51% Stake Sale J A P A N DAIWA BANK: Ten Groups Plan To Invest In Subsidiary K O R E A DAEWOO MOTOR: Sales Decline 40.7% in 2001 DAEWOO MOTOR: US Subsidiary Discloses Sales Figures DAEWOO MOTOR: Creditors May Spin Off Bus Division HYNIX SEMICONDUCTOR: Micron Offers $4-5B For DRAM Unit HYUNDAI GROUP: AIG Deal Deadline Moved To March 2002 HYUNDAI ENGINEERING: Writing Off Unpaid Fees In March HYUNDAI MERCHANT: Creditors Grant W500B Bailout Funds SAEHAN CORPORATION: Creditors Speeding Up Sale M A L A Y S I A AUSTRAL AMALGAMATED: No Change In Planned Scheme HAI MING: Proposed Restructuring Exercise IDRIS HYDRAULIC: BNM OKs Revised Proposed Restructuring Exercise INDAH WATER: Gov't Issues LOI To MVRB, Nilamas Corp INSTANGREEN CORPORATION: Finalizing Restructuring Implementation KEMAYAN CORPORATION: Finalizing Proposed Restructuring Scheme LION CORPORATION: Disposes 3.7M Affin Shares To Amsteel PAN PACIFIC: Gives Report Per Practice Note 4/2001 RAHMAN HYDRAULIC: Proposes Amendments To Articles Of Association REPCO HOLDINGS: Formulating Proposed Debt Restructuring Scheme TECHNO ASIA: Defaults Loans, Interest Payments TECHNO ASIA: No Changes In Restructuring Scheme TRONOH MINES: Appoints Receivers, Managers Of Two Subsidiaries P H I L I P P I N E S COSMOS BOTTLING: RFM Retires LTCPs After Sale To SMC S I N G A P O R E L&M GROUP: Announces Shares Placement Proceeds L&M GROUP: Unit Seeks Debt Restructuring Scheme Approval VIVAMUSIC.COM: Winding Up Petition Yields Closure T H A I L A N D POWER-P PLANNER: Submits Rehab Plan To Solvency Court SIAM CEMENT: NatSteel Acquires Siam Industrial Wire SIAM SYNTECH: Administrator Discloses Reorganization Progress - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: Expects Marginally Negative 2001 Profit ---------------------------------------------------- In a statement to the Australian Stock Exchange (ASX) on December 13, 2001, AMP Limited advised that investment income for the six months to December 31, 2001 would be consistent with the figures for the first half of 2001 if investment markets ended the year at the levels of November 30, 2001. Based on the levels of international markets at the end of December 2001, AMP's preliminary expectation is that investment income for 2001 could be marginally negative. The chief financial officer of AMP, Mr Marc de Cure, said, "While investment returns, particularly losses in UK equity markets, will negatively impact headline profit, the strength and resilience of AMP's operating businesses will deliver double digit growth in core recurring operating margins in 2001 compared with 2000 (excluding divested businesses)." As shareholder capital of over $10 billion is invested in global markets, even minor movements in investment indices can significantly impact investment earnings and headline profit, as detailed in sensitivity tables previously published by AMP. AMP will report its 2001 financial results on February 27, 2002, after it has completed its full year-end reporting process. MEDIA INQUIRIES: INVESTOR INQUIRIES Karyn Munsie Gail Williamson 61 2 9257 9870 61 2 9257 9557 0421 050 430 0411 269 726 ABOUT AMP AMP is a leading international financial services business, providing wealth management products and services to around 8 million customers worldwide. Principal activities include retirement savings, funds management, life and general insurance, financial planning and banking services. AMP operates in 20 markets around the world with a significant and efficient domestic presence in its three home markets of Australia, New Zealand and the UK. AMP has around 17,000 employees and planners worldwide, manages assets of more than A$280 billion and has a market capitalization of approximately A$20 billion. AMP LIMITED: Ups Interest In Tap Oil To 8.46% --------------------------------------------- AMP Limited increased its relevant interest in Tap Oil Limited on December 28, 2001 from 9,536,410 ordinary shares (6.98%) to 13,082,240 ordinary shares (8.46%). AUSTAR UNITED: Continues With $400M Debt Structure -------------------------------------------------- Austar United Communications Limited confirmed that it continues to work cooperatively with its banks to restructure the terms of its $400 million debt facility. In view of the ongoing nature of discussions Austar has not sought a waiver under the existing facility and neither have the lead banks advised it to do so. If such a waiver should be required, Austar believes that it will be granted in order to complete the process. For further information Bruce Meagher HEAD OF CORPORATE AFFAIRS 0412 254 690 HILLGROVE GOLD: Receivers, Managers Appointed --------------------------------------------- The Board of Hillgrove Gold NL has been advised that Tronoh Mines Malaysia Berhad (Tronoh) has appointed Mr Andrew John Love and Mr Alan Edward Lewis, both Chartered Accountants of the firm Ferrier Hodgson of Level 17, 2 Market Street, Sydney NSW 2000 as receivers and managers of the company under the powers contained in a Fixed and Floating Charge dated June 7, 2001 (Charge). Under the charge, the company charged all the present and future rights, property and undertaking of the Company of whatever kind and wherever situate. The charge is an "all monies" charge and secures advances granted by Tronoh to the company for the aggregate sum of A$34 million Tronoh holds approximately 61.9% of the issued shares of the company. NORMANDY MINING: Anglogold Reacts To Increased Newmont Offer ------------------------------------------------------------ Newmont Mining Corporation announced Friday a revised takeover offer for Normandy Mining by increasing the cash component of its offer by a further 10 cents per Normandy share. AngloGold Chairman and CEO Bobby Godsell said, "It is too early to comment on the value of Newmont's increased offer as the market will determine the relative value of the AngloGold and Newmont offers. We have yet to see the market's reaction to Newmont increasing its offer again without finding any additional value. "AngloGold's offer is full and fair and the company has no basis upon which it could justify an increase in its offer. At the end of the day the market must judge the offers on their merits, taking into account the relative underlying value of the companies and their potential to re-rate, as well as their track record of profitability and ability to generate cash to reinvest and to pay dividends. AngloGold's offer provides value today and value in the future." * AngloGold is offering 2.15 shares for every 100 Normandy shares, and 30 cents cash per Normandy share. This offer values the share at A$1.81. * AngloGold's offer provides certainty of value, as it is unconditional, with payments to be made within five business days. Newmont's offer could take a number of months to close. * By accepting the AngloGold offer immediately and holding AngloGold shares, Normandy shareholders can qualify for AngloGold's 2001 final dividend (to be declared at end of January 2002). * Normandy shareholders can buy up to an additional A$7,500 worth of AngloGold shares at a 7.5% discount if they accept AngloGold's offer. The AngloGold offer is scheduled to close on Friday, January 11, 2002. QUERIES: IN AUSTRALIA Andrea Maxey +61 8 9425 4604 (tel) +61 8 9625 4650 (fax) +61 438 001 393 (mobile) amaxey@anglogold.com.au Hamish Douglass Deutsche Bank +61 2 9258 2039 (tel) +61 2 9258 2440 (fax) +61 419 560 349 (mobile) hamish.douglass@db.com PACIFIC DUNLOP: Harris Associates LP Acquires 5.01% Interest ------------------------------------------------------------ Harris Associates LP, through Z Gabet (Fund Accounting), advisor to The Oakmark Funds, announced that Harris Associates LP became a substantial shareholder in Pacific Dunlop Limited on December 20, 2001 with a relevant interest in the issued share capital of 46,597,093 ordinary shares (5.01%) (Form 603). Harris Associates notified the shareholders of Pacific Dunlop, pursuant to the Australian Corporations Law, that following a purchase of 796,676 shares of Pacific Dunlop on December 20, 2001, accounts managed by Harris Associates LP became the beneficial owners of 5.01% of the company. This is an increase over the 5% substantial shareholding requirement. Percentages have been calculated based on 930,717,000 outstanding shares. For Questions and further information, please call: Z Gabet Fund Accounting (advisor to The Oakmark Funds) Harris Associates LP (312) 621 0580 SKAI COMPUTER: Under Voluntary Administration --------------------------------------------- Voicenet (Aust) Ltd placed its wholly owned subsidiary, Skai Computer Systems Pty Ltd under voluntary administration. The Administrators are Mr Geoffrey McDonald and Mr Richard Albarran of Hall Chadwick, Sydney. They will seek a purchaser for the business. This action is part of the continuing review and rationalisation of the company's operations, both within Australia and internationally. Skai Computer Systems Pty Ltd has not been a viable business for a number of years and will now cease to be a cashflow drain on the Group. TENNYSON NETWORKS: ING Ups Interest To 8.52% -------------------------------------------- ING Australia Limited changed its relevant interest in Tennyson Networks Limited on December 18, 2001 from 3,465,142 ordinary shares (9.89%) to 8,111,081 ordinary shares (8.52%). ============================== C H I N A & H O N G K O N G ============================== CHINA CYBERWORLD: Reports Interim $10.1M Interim Net Loss --------------------------------------------------------- China Cyberworld reported an interim net loss of $10.1 million for the six months ended September 30, 2001. The investment holding company posted a turnover of $36.6 million for the interim period, a 49% fall from a year ago. With this, the Directors did not declare an interim dividend. CHINA MOTION: Reports 36.58% Interim Net Loss Reduction ------------------------------------------------------- China Motion Telecom reported a 36.58 percent reduction in interim loss to HK$150.33 million. For the six months to September 30, 2001 the telecommunications equipment supplier reported a 3.81 percent increase in turnover to HK$378.74M. No dividend was declared. ================= I N D O N E S I A ================= BANK CENTRAL: Deloitte Advises IBRA On 51% Stake Sale ----------------------------------------------------- Deloitte & Touche, a consultancy firm that advised the Indonesian Bank Restructuring Agency (IBRA) on the sale of PT Indomobil Sukses Internasional, a former Salim Group company, is IBRA's consultant for the sale of Salim's PT Bank Central Asia (BCA). Deloitte was appointed adviser in the sale of BCA next to PT Merrill Lynch Indonesia and PT Danareksa Sekuritas, Jakarta Post reported Friday, which quoted IBRA spokesman, Suryo Susilo. The IBRA spokesman said Deloitte "was appointed as our consultant to review proposals submitted by our two disposal advisers." IBRA plans to sell a 51 percent stake in BCA to strategic investors. The bidding process is aimed to be finalized this month end. An IBRA Consultancy Management Unit official said, "Our advisers submitted the criteria, which we discussed with Deloitte. It (Deloitte) is normally not present when we meet other institutions, but we always seek its input afterwards." Unlike Merrill Lynch and Danareksa, Deloitte reportedly advised IBRA on every aspect of BCA's sale, including when it consulted legislators and Bank Indonesia. The BCA sale has been delayed three times, but a final list of eight bidders has been reached after two years of trying to sell the bank. Britian based Standard Chartered Bank and U.S. investment firm, Newbridge Capital, are among those deemed as strategic. Other bidders include the Indonesian Batik Cooperatives Association (GKBI), the Indonesian Recovery Fund Limited, Berca Consortium, and again Trimegah, which is leading a consortium of Bank Panin shareholders. ========= J A P A N ========= DAIWA BANK: Ten Groups Plan To Invest In Subsidiary --------------------------------------------------- Ten groups of Japanese financial institutions are planning to invest more than Y20 billion in Daiwa Trust & Banking, a unit of Daiwa Bank Holdings Inc., which will use the money to pay dividends on preferred shares owned by the government, Kyodo News reported Friday. Daiwa Bank and Kinki Osaka Bank launched the holding company last month with Asahi Bank, which will join in March. Daiwa has been closing its foreign branches, restructuring its business with plans to concentrate on the retail market, especially in the Kansai region, where Daiwa Bank already services about 15 percent of Osaka's banking needs. At the end of March 2001, the firm's current liabilities were US$116.2 billion, while total current assets were only US$122.8 billion. ========= K O R E A ========= DAEWOO MOTOR: Sales Decline 40.7% in 2001 ----------------------------------------- Daewoo Motor said its sales last year amounted 40.7 percent from 2000 to 448,613 units, Asia Pulse reported Tuesday. The auto company said domestic sales contracted to 170,741 units, down 29.7 percent from the previous year, while exports were down 45.9 percent to 277,972 units because of the delay in sales negotiations with General Motors and the firm's bankruptcy. DAEWOO MOTOR: US Subsidiary Discloses Sales Figures --------------------------------------------------- Daewoo Motor America, Inc. announced its sales figures for the month of December, PR Newswire reported on Thursday. December YTD December YTD 2000 2001 Leganza 1827 25170 1326 18347 Nubira 1255 21473 746 14330 Lanos 1520 21717 952 15619 Total 4602 68360 3024 48296 Daewoo Motor America, Inc. is based in Compton, CA and is the U.S. subsidiary of Daewoo Motor headquartered in Seoul, Korea. Daewoo Motor America currently sells the subcompact Lanos, the compact Nubira and the mid-size luxury sedan Leganza through an expanding network of retail operations nationwide, now totaling over 500 locations. DAEWOO MOTOR: Creditors May Spin Off Bus Division ------------------------------------------------- Creditors of Daewoo Motor may turn its bus division into an independent entity and have it survive on is own, Korea Herald reported Friday. Last month two domestic companies offered bids for the bus division, which has an annual capacity of 5,000 units for its Busan and China plant. "Due to differences over takeover terms including the price, we have not picked a priority negotiation partner and separate talks are now underway with each prospective buyer," an official of the Korea Development Bank said. HYNIX SEMICONDUCTOR: Micron Offers $4-5B For DRAM Unit ------------------------------------------------------ U.S. Micron Technology Inc plans to swap a stake in Micron worth $4 billion to $5 billion for the DRAM chip operations of Hynix Semiconductor Inc, Reuters reported Friday. Hynix expects to sign preliminary agreement with Micron in January, which will require definitive agreement by the end of March. Micron, reportedly, will establish a new entity after acquiring Hynix' DRAM unit and will also invest in Hynix' non-DRAM businesses. HYUNDAI GROUP: AIG Deal Deadline Moved To March 2002 ---------------------------------------------------- The takeover deal involving three financial units of Hyundai group by the American International Group-led consortium has been postponed to the end of March 2002, Digital Chosun reported on December 31. Hyundai Securities decided to delay the deadline for the ongoing negotiations between the firms in a special Board of Directors' meeting December 31. The two parties had earlier pledged to wrap up the deal by the end of 2001. HYUNDAI ENGINEERING: Writing Off Unpaid Fees In March ----------------------------------------------------- Hyundai Engineering and Construction plans to write off large amounts of irredeemable accounts receivable when it closes its books for 2001 in March, the Korea Herald in its Friday edition said. Although the firm will have to suffer huge losses when it close the books in March, the management decided to clear off the unpaid fees with little chance of recovery so that the company could recover on its own," a high-ranking HEC official said. As a result of the write-offs, the company is expected to mark net losses amounting to about W750 billion. At the end of 2000, the firm had negative working capital, as current liabilities were W6.85 trillion, while total current assets were only W4.58 trillion. Debttraders reports that Hyundai Engineering & Construction's 0.125% convertible bond due in 2004 (HYUNENC) trades between 65.000 and 75.000. For real-time bond pricing go to http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUNENC HYUNDAI MERCHANT: Creditors Grant W500B Bailout Funds ----------------------------------------------------- The creditors of cash-strapped Hyundai Merchant Marine will provide the company with W500 billion in bailout funds before the end of January, Digital Chosun said Friday. Creditor banks held a meeting recently and decided to infuse the funds into the shipping service firm through the company's issuance of asset- backed securities. HMM is reportedly undergoing a cash crunch after a sharp drop in the income from its container transportation service. At the end of 2000 the firm had negative working capital, as current liabilities were W3.25 trillion, while total current assets were only W1.88 trillion. SAEHAN CORPORATION: Creditors Speeding Up Sale ---------------------------------------------- Creditors of Saehan Corporation announced a confidential agreement with prospective buyers, including foreign companies, for the sale of the struggling firm's plant in Gumi and North Gyeongsang Province, Korea Herald said Friday. A creditor official said the potential buyers will conduct a due diligence investigation of the plant from late January to mid-February. Saehan's Gumi plant is projected to be worth W400-500 billion. After the plant is sold off, the firm's management will be allowed to implement its debt workout agreement with creditors. =============== M A L A Y S I A =============== AUSTRAL AMALGAMATED: No Change In Planned Scheme ------------------------------------------------ Austral Amalgamated Berhad Special Administrators announced that there is no change to the status of the company's plan to regularize its financial condition since its last announcement on December 3, 2001, in which the Securities Commission (SC), via their letter dated April 16, 2001, approved the company's plan to regularize its financial position (the Scheme). The details of SC's approval of the Scheme and the proposed modifications of the Scheme were earlier announced by the company on April 20, 2001 and October 16, 2001 respectively. HAI MING: Proposed Restructuring Exercise ----------------------------------------- Public Merchant Bank Berhad (PMBB) had, on October 31, 2001, announced on behalf of the Board of Hai Ming Holdings Berhad (HMHB or company), details of the Proposed Restructuring Exercise which, encompassed these proposals: (i) Proposed settlement of debts owing to secured and unsecured bank lenders amounting to RM53,588,638 (Proposed Debt Settlement); and (ii) Proposed acquisition of the entire equity interest in Koh Poh Seng Plywood Co. (M) Sdn Bhd for a purchase consideration of RM99,800,000 to be satisfied by the issuance of 99,800,000 new ordinary shares of RM1.00 each in HMHB (HMHB Shares) (Initial Proposed Acquisition of KPSSB). It is a salient term of the Sale and Purchase Agreement dated October 30, 2001 entered into between HMHB and the vendors of KPSSB that KPSSB will undertake a proposed internal rationalization exercise which will result in KPSSB having full ownership in Yap Swee Thiam & Sons Industries Sdn Bhd ("YSTSB") and Akateak Sdn Bhd (ASB) prior to the completion of the Initial Proposed Acquisition of KPSSB. KPSSB presently has equity interests of 65% and 50% respectively in YSTSB and ASB; and (iii) Proposed waiver to the vendors of KPSSB from the obligation to extend a mandatory take-over offer for the remaining HMHB Shares not already owned by them in HMHB upon completion of the Proposed Acquisition of KPSSB. On behalf of the Board of HMHB, PMBB announced that the structure of the Proposed Acquisition of KPSSB and the internal rationalization exercise to be undertaken by KPSSB will be revised whereby instead of KPSSB undertaking the internal rationalization exercise to acquire the remaining interests in YSTSB and ASB not already owned by it pursuant to the terms of the Sale and Purchase Agreement, HMHB will undertake the acquisition of the remaining interests in YSTSB and ASB not already owned by KPSSB to ensure full ownership, directly and indirectly, in YSTSB and ASB. Pursuant thereto, HMHB had on January 3, 2002 entered into these agreements: (i) Supplemental agreement with the vendors of KPSSB to acquire 10,000,000 ordinary shares of RM1.00 each in KPSSB for a revised purchase consideration of RM90,017,604 to be satisfied by the issuance of 90,017,604 new HMHB Shares at par (Revised Proposed Acquisition of KPSSB); (ii) Sale and purchase agreement with the vendors of YSTSB for the proposed acquisition of an aggregate 600,000 ordinary shares of RM1.00 each representing 30.0% equity interest in YSTSB for a total purchase consideration of RM7,574,820 to be satisfied by the issuance of 7,574,820 new HMHB Shares at par in the following manner: (a) 450,000 ordinary shares of RM1.00 each representing 22.5 percent equity interest in YSTSB from Yap Swee Thiam for a purchase consideration of RM5,678,620 to be satisfied by the issuance of 5,678,620 new HMHB Shares at par; and (b) 150,000 ordinary shares of RM1.00 each representing 7.5 percent equity interest in YSTSB from Chan Kim Kiok for a purchase consideration of RM1,896,200 to be satisfied by the issuance of 1,896,200 new HMHB Shares at par; (Proposed Acquisition of YSTSB); and (iii) Sale and purchase agreement with the vendor of ASB for the proposed acquisition of 499,999 ordinary shares of RM1.00 each representing approximately 50.0% equity interest in ASB from Lim Yen Yen for a purchase consideration of RM2,207,576 to be satisfied by the issuance of 2,207,576 new HMHB Shares at par (Proposed Acquisition of ASB). The Revised Proposed Acquisition of KPSSB, the Proposed Acquisition of YSTSB and the Proposed Acquisition of ASB are collectively referred to as the Proposed Acquisitions. KPSSB, YSTSB and ASB are collectively referred to as the Acquiree Companies. The aggregate purchase price for the Acquiree Companies will amount to RM99,800,000 which will be satisfied by the issuance of an aggregate of 99,800,000 new HMHB Shares at par. Therefore, the equity interest in the KPSSB Group to be acquired and the purchase consideration remain the same as announced on October 31, 2001. Further details on the supplemental agreement and the sale and purchase agreements for the Proposed Acquisitions are set out in the ensuing paragraphs. 2. TERMS OF THE REVISED PROPOSED ACQUISITION OF KPSSB On January 3, 2002, HMHB entered into the Supplemental Agreement with the vendors of KPSSB, namely Koh Poh Seng, Chai Kim Hua and Koh Cheng Tuan @ Ko Bong Sing (collectively referred to as the "Vendors of KPSSB") to acquire 10,000,000 ordinary shares of RM1.00 each, representing the entire share capital of KPSSB for a revised purchase consideration of RM90,017,604 to be satisfied by the issuance of new 90,017,604 HMHB Shares at par. The purchase consideration of RM90,017,604 for the Revised Proposed Acquisition of KPSSB was arrived at on a "willing buyer- willing seller" basis after taking into consideration the earnings potential and NTA of the KPSSB Group. The entire issued and paid-up share capital of KPSSB shall be acquired free from all claims, charges, liens, encumbrances and equity whatsoever together with all rights attached thereto excluding all dividends, rights and distribution declared, paid or made in respect thereof on or before the completion date of the Revised Proposed Acquisition of KPSSB. The salient terms of the Supplemental Agreement are as follows: (i) Instead of KPSSB acquiring the balance equity interests of YSTSB and ASB not already owned by it pursuant to the internal rationalization exercise, HMHB shall enter into arrangements with Yap Swee Thiam and Chan Kim Kiok to acquire their entire shareholdings in YSTSB and Lim Yen Yen to acquire her entire shareholdings in ASB; and (ii) The Vendors of KPPSB will continue to warrant that the actual profits after tax of the KPSSB Group which shall include YSTSB and ASB as if they are its wholly owned subsidiaries for the financial year ending 31 December 2002 and 2003 and that it shall not be less than 80% of the forecasted profits after tax for the respective years. Save for the above salient terms of the Supplemental Agreement, all the salient terms as set out in the Sale and Purchase Agreement dated 30 October 2001 for the Initial Proposed Acquisition of KPSSB remain unchanged. The Vendors of KPSSB's respective shareholdings in KPSSB and the number of new HMHB Shares to be issued to them pursuant to the Proposed Acquisition of KPSSB are set out in Table 1. Information on KPSSB, the Vendors of KPSSB, and their cost and date of investments in KPSSB and key financial information on the KPSSB Group were disclosed in the announcement dated 31 October 2001. 3. PROPOSED ACQUISITION OF YSTSB 3.1 Details of the Proposed Acquisition of YSTSB HMHB had on 3 January 2002, entered into a Sale and Purchase Agreement to acquire the remaining 600,000 ordinary shares of RM1.00 each, representing 30.0% of the remaining share capital not already owned by KPSSB for a purchase consideration of RM7,574,820 to be satisfied by the issuance of 7,574,820 new HMHB Shares at par from the following parties:- (i) Yap Swee Thiam, 450,000 ordinary shares of RM1.00 each representing 22.5% equity interest in YSTSB for a purchase consideration of RM5,678,620 to be satisfied by the issuance of 5,678,620 new HMHB Shares at par; and (ii) Chan Kim Kiok, 150,000 ordinary shares of RM1.00 each representing 7.5% equity interest in YSTSB for a purchase consideration of RM1,896,200 to be satisfied by the issuance of 1,896,200 new HMHB Shares at par. Upon the completion of the Proposed Acquisition of YSTSB, HMHB will effectively hold 100% equity interest in YSTSB. The purchase consideration of RM7,574,820 for the Proposed Acquisition of YSTSB was arrived at on a "willing buyer-willing seller" basis after taking into consideration the earnings potential and NTA of YSTSB. Save for the existing liabilities of YSTSB, HMHB will not assume any further liabilities pursuant to the Proposed Acquisition of YSTSB. The issue price of the new HMHB Shares at par for the Proposed Acquisition of YSTSB is the same as the issue price of the new HMHB Shares to be issued pursuant to the Inital Proposed Acquisition of KPSSB as set out in the announcement dated October 31, 2001. 3.2 The salient terms of the sale and purchase agreement for the Proposed Acquisition of YSTSB The salient terms of the sale and purchase agreement entered into between HMHB and Yap Swee Thiam and Chan Kim Kiok are as follows: (i) The 600,000 ordinary shares of RM1.00 each in YSTSB will be acquired free from all liens, charges, mortgages and any other encumbrances whatsoever and with all rights attached including, but without limitation, all bonuses, rights, dividends and distributions declared, paid or made; and (ii) The new HMHB Shares to be issued pursuant to the Proposed Acquisition of YSTSB will rank pari passu with the existing HMHB Shares, save and except that the new Shares shall not have any rights in or attached thereto including, but without limitation, all bonuses, rights, dividends and distributions declared, paid or made prior to the completion date. 3.3 Information on YSTSB YSTSB was incorporated as a private limited company on September 27, 1984. It is mainly involved in the manufacture and sale of wooden doors, window frames and other timber related products. The company has an authorized capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of which 2,000,000 shares have been issued and fully paid-up. The key financial information on YSTSB was disclosed in the announcement dated October 31, 2001. 3.4 Information on the vendors of YSTSB Basic information on the vendors of YSTSB: (i) Yap Swee Thiam, aged 55, is a founder and a director of YSTSB; and (ii) Chan Kim Kiok, aged 53, the wife of Yap Swee Thiam, is also a founder and a director of YSTSB. 4. Proposed Acquisition of ASB 4.1 Details on the Proposed Acquisition of ASB HMHB had on January 3, 2002, entered into a sale and purchase agreement with Lim Yen Yen to acquire 499,999 ordinary shares of RM1.00 each representing approximately 50.0% of the remaining share capital of ASB not already owned by KPSSB for a purchase consideration of RM2,207,576 to be satisfied by the issuance of 2,207,576 new HMHB Shares at par. Upon the completion of the Proposed Acquisition of ASB, HMHB will effectively owned 100% equity interest in ASB. The vendors of ASB's respective shareholdings in ASB and the number of new HMHB Shares to be issued to them pursuant to the The purchase consideration of RM2,207,576 for the Proposed Acquisition of ASB was arrived at on a "willing buyer-willing seller" basis after taking into consideration the earnings potential and NTA of ASB. Save for the existing liabilities of ASB, HMHB will not assume any further liabilities pursuant to the Proposed Acquisition of ASB. The issue price of the new HMHB Shares at par for the Proposed Acquisition of ASB is the same as the issue price of the new HMHB Shares to be issued pursuant to the Inital Proposed Acquisition of KPSSB as set out in the announcement dated October 31, 2001 4.2 The salient terms of the sale and purchase agreement for the Proposed Acquisition of ASB The salient terms of the sale and purchase agreements entered into between HMHB and Lim Yen Yen are as follows: (i) The 499,999 ordinary shares of RM1.00 each in ASB will be acquired free from all liens, charges, mortgages and any other encumbrances whatsoever and with all rights attached including, but without limitation, all bonuses, rights, dividends and distributions declared, paid or made; and (ii) The new HMHB Shares to be issued pursuant to the Proposed Acquisition of ASB will rank pari passu with the existing Shares, save and except that the new HMHB Shares shall not have any rights in or attached thereto including, but without limitation, all bonuses, rights, dividends and distributions declared, paid or made prior to the completion date. 4.3 Information on ASB ASB was incorporated as a private limited company on May 27, 1994. The company is principally that of a distributor and retailer of wooden doors, plywood and related building materials. The company has an authorised capital of RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each, all of which have been issued and fully paid-up. The key financial information on ASB was disclosed in the announcement dated October 31, 2001. 4.4 Information on the vendor of ASB Lim Yen Yen, aged 35, is a director of ASB. 5. RATIONALE The proposed revision to the Initial Proposed Acquisition of KPSSB, and the Proposed Acquisition of YSTSB and the Proposed Acquisition of ASB are to apply a more suitable structure in the acquisition of the Acquiree Companies. 6. PROSPECTS OF THE FORESTRY AND LOGGING INDUSTRY The prospects of the forestry and logging industry were disclosed in the announcement dated October 31, 2001. 7. RISK FACTORS The risks factors were disclosed in the announcement dated October 31, 2001. 8. PROPOSED WAIVER Premised on the new agreements entered into by HMHB with the respective parties, upon completion of the Revised Proposed Acquisition of KPSSB, Koh Poh Seng and parties acting-in-concert with him will hold 90,017,604 HMHB Shares representing approximately 65.06% of the enlarged share capital of HMHB upon completion of the Proposed Debt Settlement and the Proposed Acquisitions. Pursuant to Part II of the Malaysian Code on Take- overs and Mergers Code (Code), Koh Poh Seng and parties acting- in-concert with him will be required to extend a mandatory take- over offer for the remaining HMHB Shares not already owned by them. Pursuant thereto, Koh Poh Seng and parties deemed acting-in- concert with him will seek an exemption under Practice Note 2.9.3 of the Code from their obligations to undertake a mandatory take- over offer for the remaining HMHB Shares not already owned by them upon the completion of the Proposed Debt Settlement and the Proposed Acquisitions. 9. INTER-CONDITIONALITY The Proposed Debt Settlement, the Proposed Acquisitions and the Proposed Waiver are inter-conditional. 10. FINANCIAL EFFECTS The effects of the Proposed Debt Settlement and the Initial Proposed Acquisition of KPSSB on the share capital, NTA and earnings and shareholding structure of HMHB were previously set out in the announcement on October 31, 2001. The revision to the purchase price for KPSSB, the Proposed Acquisition of YSTSB and the Proposed Acquisition of ASB will not vary the effects on the share capital, NTA and earnings of HMHB as presented in the said announcement. The effects on the substantial shareholders' shareholding structure of HMHB as at 14 September 2001 are set out in Table 4 below. 11. APPROVALS REQUIRED The approvals required will be the same as that disclosed in the announcement dated 31 October 2001. However, the proposed increase in authorised share capital (Proposed IASC), the details of which were set out in the earlier announcement, would only require the approval of the shareholders at an extraordinary general meeting to be convened. 12. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the directors and/or substantial shareholders of the Company and/or persons connected with them have any interest, direct or indirect, in the Proposed Debt Settlement, the Proposed Acquisitions, the Proposed Waiver (collectively referred to as the "Proposed Restructuring Exercise") and the Proposed IASC. 13. STATEMENT BY DIRECTORS The board of directors of HMHB, having taken into consideration all aspects of the Proposed Restructuring Exercise, is of the opinion that the Proposed Restructuring Exercise is in the best interest of the company. 14. DOCUMENTS FOR INSPECTION The following additional documents are available for inspection at the registered office of HMHB at Lot 765, Jalan Haji Sirat, Off Jalan Meru, 42100 Klang, Selangor Darul Ehsan during normal office hours from Monday to Friday (except public holidays) for fourteen (14) days from the date hereof: (i) The Supplemental Agreement for the Revised Proposed Acquisition of KPSSB dated 3 January 2002; and (ii) The Sale and Purchase Agreements for the Proposed Acquisition of YSTSB and the Proposed Acquisition of ASB dated January 3, 2002. IDRIS HYDRAULIC: BNM OKs Revised Proposed Restructuring Exercise ---------------------------------------------------------------- With reference to Indris Hydraulic (Malaysia) Berhad (IHMB)'s announcements dated July 13, 2000, August 17, 2000, January 11, 2001, February 21, 2001, March 9, 2001, June 19, 2001, June 28, 2001, August 7, 2001, August 22, 2001 and September 8, 2001 in relation to the Proposed Restructuring Exercise, which includes: - Proposed Capital Reconstruction - Proposed Corporate Restructuring - Proposed Debt Reconstruction On behalf of the board of directors of IHMB, Commerce International Merchant Bankers Berhad (CIMB) announced that Bank Negara Malaysia (BNM) had via its letter dated January 2, 2002 stated that it has no objection to the revised Proposed Restructuring Exercise as announced on September 8, 2001. INDAH WATER: Gov't Issues LOI To MVRB, Nilamas Corp --------------------------------------------------- The Board of Directors of Multi Vest Resources Berhad (MVRB) announced to the Exchange that the government had on January 2, 2002 issued a letter of intent (LOI) to a wholly Malaysian consortium comprising MVRB and Nilamas Corporation Sdn Bhd (the Consortium) for the acquisition of 100 percent of the issued and paid-up share capital of Indah Water Konsortium Bhd (IWK) (the Proposed Acquisition). The Proposed Acquisition is subject to the submission of a detailed technical and financial proposal to the Government by the Consortium and also subject to the terms and conditions to be agreed between the Government and the Consortium. The company will make further announcement to the Exchange upon finalization of the equity structure of the consortium and the details of the Proposed Acquisition. INSTANGREEN CORPORATION: Finalizing Restructuring Implementation ---------------------------------------------------------------- Further to the announcement dated December 3, 2001, Arab- Malaysian Merchant Bank Berhad, on behalf of the Instagreen Corporation Bhd (Special Administrators), announced the status of the company's plan to regularize its financial position. The company is currently at the final stage of implementing its Restructuring Proposals (Proposals). These steps which formed part of the Proposals have been implemented : a) Recalling and Cancellation of Existing Ordinary Shares of RM1.00 each in ICB ICB had on December 4, 2001 announced and on December 5, 2001 served notice to its shareholders vide advertisement in The Sun newspaper and circularization of Book Closure Notice for the cancellation of RM0.90 from every existing ordinary share of RM1.00 each in ICB and the consolidation of the resultant ten(10) ordinary shares of RM0.10 each into one(1) new ordinary share of RM1.00 each (Share) credited as fully paid-up and thereafter, the consolidated Shares will be swapped with new Shares in LBS Bina Group Berhad (LBGB) on the basis of one(1) new LBGB Share for one(1) consolidated Share (Share Swap). The new LBGB Shares has been allotted to the existing shareholders of ICB on December 31, 2001 and the shares will be credited into respective ICB shareholders' Central Depository System (CDS) Accounts before the listing of LBGB. A copy Information Circular in relation to the Proposal was also circularized to the shareholders of ICB together with the Book Closure Notice on 5 December 2001. b) Acquisition of LBS Bina Holdings Sdn Bhd (LBS) by LBGB LBGB, the new company, had on December 6, 2001 completed the acquisition of the entire issued and paid-up share capital of LBS comprising 3,000,000 ordinary shares of RM1.00 each, for a purchase consideration of RM198,030,000 satisfied by the issuance of 198,030,000 new ordinary shares of RM1.00 each in LBGB at an issue price of RM1.00 per ordinary share. c) Debt Settlement to Scheme Creditors pursuant to the Workout Proposals of ICB, Instangreen (Landscape) Sdn Bhd (Special Administrators Appointed) (ILSB), SPJ Construction Sdn Bhd (Special Administrators Appointed) (SPJ) LBGB had issued the following instruments to the Scheme Creditors as full and final settlement for the outstanding debts of : (i) Issuance of 79,421,000 Shares in LBGB on December 11, 2001; (ii) Issuance of RM38,154,000 nominal value of 5-years 4% Irredeemable Convertible Unsecured Loan Stocks (ICULS) on December 31, 2001; (iii) Issuance of RM27,820,000 nominal value of Redeemable Convertible Bond (RCB) A in LBGB on December 31, 2001; and (iv) Issuance of RM1,332,000 nominal value of RCB B in LBGB on December 31, 2001. (The Shares and ICULS are currently being credited into the respective creditors' CDS Accounts) d) Issuance of Prospectus of LBGB pursuant to the Proposed Offer for Sale of 2,000,000 Ordinary Shares at an Offer Price of RM1.00 Per Ordinary Share and Placement of 6,000,000 Ordinary Shares at the Price of RM1.00 Per Ordinary Share pursuant to the Proposed Listing of LBGB on the Main Board of the KLSE LBGB had on December 24, 2001 issued the abovementioned Prospectus in conjunction with its proposed listing on the Main Board of the KLSE. The tentative listing date of LBGB on the Main Board of KLSE is January 30, 2002. Upon the listing of LBGB on the Main Board of the KLSE, ICB will be delisted from the Official List of KLSE. Apart from the above, there are no major changes to the status of the company's plan to regularize its financial position. The entire Proposals are expected to be completed by end of January 2002. KEMAYAN CORPORATION: Finalizing Proposed Restructuring Scheme ------------------------------------------------------------- Further to the announcements by Arab-Malaysian Merchant Bank Berhad (AMMBB) on behalf of Hemayan Corporation Bhd (KCB) dated December 1, 2001, AMMBB announced on behalf of the board of directors of KCB, that KCB is still in discussion with parties with assets for possible injection, and accordingly, in the midst of formulating a restructuring plan to regularize its financial condition. The details of the proposed restructuring scheme are still being finalized and accordingly, will be announced upon its finalization and the execution of the formal agreement. LION CORPORATION: Disposes 3.7M Affin Shares To Amsteel ------------------------------------------------------- Re: Disposal of 3.717 million Affin Holdings Berhad (Affin) shares for a cash consideration of RM4.20 million by LCB to Amsteel Securities (M) Sdn Bhd (Amsteel Securities), a 83.78% owned subsidiary of Amsteel Corporation Berhad (Amsteel) 1. Introduction The board of directors of Lion Corporation Bhd. (LCB) announced that on December 28, 2001, LCB had disposed of a total of 3.717 million Affin shares to Amsteel Securities by way of a block placement at RM1.13 per Affin share or for a total consideration of RM4.20 million. (Disposal of Affin Shares). The Disposal of Affin Shares is to facilitate the settlement of outstanding interest payment amounting to RM5.25 million which was due on 19 December 2001 under the RM350.00 million 3% Redeemable Bank Guaranteed Bonds 1997/2002 (Bonds) payable semi- annually. The total net proceed from the Disposal of Affin Shares amounted to approximately RM4.18 million after taking into account the transaction cost for the disposal. The remaining outstanding interest of RM1.07 million will be paid from the proceeds received from the earlier disposal of Affin shares in the open market. With the Disposal of Affin Shares, LCB still holds a total of 3.153 million Affin shares. 2. Details of the Disposal of Affin Shares The Disposal of Affin Shares was transacted as an off-market deal on December 28, 2001. The price of RM1.13 per Affin share was transacted on a willing buyer-willing seller basis after taking into consideration the block placement discount of 10% of the one market day weighted average price of Affin shares as at December 27, 2001. With the Disposal of Affin Shares, LCB would be able to fully settle the outstanding interest by January 4, 2002. Under the guarantee facility agreement executed by LCB in favour of inter alia the guarantor banks and dated December 15, 1997, it was agreed that all proceeds from the disposal of the Affin shares shall be deposited into a depository account maintained by LCB and the agent for the guarantor banks for the purpose of inter alia redeeming the Bonds and repaying interest accruing on the Bonds. Consent was obtained from the guarantor banks prior to the Disposal of Affin Shares; as such, the Affin shares were disposed free from all liens, charges or encumbrances and with all rights attached thereto. 3. Rationale for the Disposal of Affin Shares The rationale for the Disposal of Affin Shares is to facilitate the full settlement of the outstanding interest due since December 19, 2001. LCB is required to adhere to the strict repayment schedule as failure to make payment may result in the Bondholders to immediately call upon the guarantor banks and demand full redemption of the Bonds prior to the maturity date of December 19, 2002. 4 Financial effects of the Disposal of Affin Shares 4.1 On share Capital The Disposal of Affin Shares does not have any impact on the issued and paid-up capital of LCB as there is no new issuance of LCB shares involved. 4.2 On Earnings The Disposal of Affin shares is not expected to have a material impact on the earnings of LCB Group for the financial year ending 30 June 2002. 4.3 On Net Tangible Assets On a proforma basis, based on the audited consolidated balance sheet of LCB as at 30 June 2001, the Disposal of Affin Shares is not expected to have a material impact on the net liabilities of the LCB Group. 5. Conditions The Disposal of Affin Shares is not subject to any conditions. 6. Directors' Interest The disposal of Affin Shares is deemed to be a related party transaction. Tan Sri William H.J. Cheng and Datuk Cheng Yong Kim are both major shareholders of the Company and Amsteel. Tan Sri William H.J. Cheng and Mr. M Chareon Sae Tang @ Tan Whye Aun are also Directors of Amsteel. As such, Tan Sri William H.J. Cheng, Datuk Cheng Yong Kim and Mr. M Chareon Sae Tang @ Tan Whye Aun do not consider themselves to be independent of the Disposal of Affin Shares. Save as disclosed above, none of the other directors has any interest, direct or indirect, in the disposal of Affin Shares. 7. Directors' Opinion The directors of the company are of the opinion that the disposal of Affin Shares is in the best interest of the company. PAN PACIFIC: Gives Report Per Practice Note 4/2001 -------------------------------------------------- Pan Pacific Asia Bhd. (PPAB) informed the Kuala Lumpur Stock Exchange that the feedback from the negotiation with one of its major financiers was positive and the financier will revert to the company upon obtaining the approval from its head office. With regards to the establishment of its manufacturing facility, the draft tenancy agreement has been prepared and is pending comments by PPAB. Meanwhile, the Vendor of the machinery has instructed its attorney to prepare an agreement for the acquisition of the machinery. RAHMAN HYDRAULIC: Proposes Amendments To Articles Of Association ---------------------------------------------------------------- The Special Administrators of Rahman Haydraulic Tin Berhad (RHTB) announced that the company proposes to amend the existing Articles of Association (the Proposed Amendments) in order to comply with the revamped Listing Requirements of the Kuala Lumpur Stock Exchange (KLSE) and also, to be in line with the various amendments made to the Companies Act, 1965, the Securities Industry (Central Depository) Act, 1991 and the Rules of the Malaysian Central Depository Sdn. Bhd. in 1998. The Proposed Amendments are subject to the approval of the stockholders of the company at an Extraordinary General Meeting (EGM) to be convened at a later date. A Circular to Shareholders detailing the Proposed Amendments together with the Notice of the EGM, will be despatched to the stockholders of the Company in due course. REPCO HOLDINGS: Formulating Proposed Debt Restructuring Scheme -------------------------------------------------------------- In compliance with Practice Note 4/2001 in relation to Paragraph 8.14 of the Listing Requirements of the KLSE, the Repco Holdings Bhd (special Administrators) announced that there is no change to the status of the company's plan to regularize its financial condition since its last announcement on December 3, 2001 in which the Company had announced that the Exchange had, by its letter dated November 20, 2001, approved the company's application for an extension of time until June 30, 2002 to comply with the requirements of Chapter 7 of the Listing Requirements of the KLSE. The Special Administrators are currently formulating the proposed corporate and debt restructuring scheme (Proposed Workout), details of which will be announced in due course. TECHNO ASIA: Defaults Loans, Interest Payments ---------------------------------------------- Mr. Lim Tian Huat and Mr. Chew Cheng Leong of Messrs. Arthur Andersen & Co. were appointed Special Administrators over Techno Asia Holdings Bhd (TECASIA) and a subsidiary company, Prima Moulds Manufacturing Sdn. Bhd. on February 2, 2001. The Special Administrators (SAs) were subsequently appointed over the following subsidiary companies of TECASIA on April 30, 2001: 1. Mount Austin Properties Sdn. Bhd.; 2. Cempaka Sepakat Sdn. Bhd.; 3. Ganda Edible Oils Sdn. Bhd.; 4. Litang Plantations Sdn. Bhd.; 5. Wisma Dindings Sdn. Bhd.; 6. Ganda Plantations (Perak) Sdn. Bhd.; and 7. Techno Asia Venture Capital Sdn. Bhd.. Pursuant to the announcement dated December 5, 2001 in respect of Practice Note 1/2001, TECASIA announced that the company and its subsidiaries, namely Mount Austin Properties Sdn. Bhd. (Special Administrators Appointed), Prima Moulds Manufacturing Sdn. Bhd. (Special Administrators Appointed), Prima Moulds Sdn. Bhd. and Ganda Energy Holdings, Inc. had continued to default in payments of its loan interest and principal sum owing to several financial institutions. (Please see KLSE announcement The outstanding amounts as at November 30, 2001 are as follows: Loan and Hire-Purchase Total (RM) Principal (RM) Interest (RM) TECASIA 462,295,472 226,142,303 688,437,775 Group 558,781,120 263,506,016 822,287,136 2. Measures Taken to Address the Default TECASIA is considered as an "affected listed issuer" pursuant to PN4/2001. Further to the measures undertaken as announced on December 5, 2001, the SAs advised that the workout proposals of the following companies which had been prepared pursuant to Section 44 of the Pengurusan Danaharta Nasional Berhad Act 1998 as amended by the Pengurusan Danaharta Nasional Berhad (Amendment) Act 2000 have been approved in accordance with Section 46 of the said Act. (a) Approvals for the following workout proposals were obtained from Danaharta pursuant to Section 46(4)(b) of the Act: (i) Ganda Edible Oils Sdn. Bhd. (Special Administrators Appointed) on December 10, 2001; and (ii) Prima Moulds Manufacturing Sdn. Bhd. (Special Administrators Appointed) on December 14, 2001. (b) Approvals for the following workout proposals were obtained pursuant to Section 46(4)(a) of the Act on December 10, 2001 and December 14, 2001 from Danaharta and on December 28, 2001 from the respective companies' secured creditors: (i) Litang Plantations Sdn. Bhd. (Special Administrators Appointed); (ii) Ganda Plantations (Perak) Sdn. Bhd. (Special Administrators Appointed); (iii) Cempaka Sepakat Sdn. Bhd. (Special Administrators Appointed); (iv) Techno Asia Venture Capital Sdn. Bhd. (Special Administrators Appointed); and (v) Mount Austin Properties Sdn. Bhd. (Special Administrators Appointed). The SAs are currently in the process of finalizing the workout proposals for TECASIA and its subsidiary, Wisma Dindings Sdn. Bhd. (Special Administrators Appointed). As the lenders in TECASIA are secured against assets provided by the subsidiary companies and TECASIA had provided corporate guarantees to several of its subsidiaries' creditors, the Requisite Announcement can only be released when approvals from Danaharta and the respective secured creditors for all SAs Appointed companies including TECASIA, have been received. 3. Implications in respect of the Default in Payments Pursuant to Section 41 of the Pengurusan Danaharta Nasional Berhad (Amendment) Act, 2000, a twelve (12) month moratorium is in effect and all legal actions initiated against TECASIA and other affected subsidiaries, will be stayed. Further, any petition for winding-up, or any appointment of a receiver, receiver and manager or provisional liquidator cannot proceed. TECHNO ASIA: No Changes In Restructuring Scheme ----------------------------------------------- Further to the announcement made on December 21, 2001, on behalf of Techno Asia Holdings Bhd (TAHB)(Special Administrators (SA)), Arab-Malaysian Merchant Bank Berhad announced that there are no major changes to the status of TAHB Group's debt restructuring scheme save as follows. The workout proposals of the following companies which were prepared by the SA pursuant to Section 44 of the Pengurusan Danaharta Nasional Berhad Act 1998 as amended by the Pengurusan Danaharta Nasional Berhad (Amendment) Act 2000 (Act) have been approved in accordance with Section 46 of the Act. A) Approvals for the following workout proposals were obtained from Danaharta pursuant to Section 46(4)(b) of the Act: i. Ganda Edible Oil Sdn Bhd - SA Appointed (GEOSB) on December 10, 2001; ii. Prima Moulds Manufacturing Sdn Bhd - SA Appointed ("PMMSB") on December 14, 2001; B) Approvals for the following workout proposals were obtained pursuant to Section 46(4)(a) of the Act on December 10, 2001 and December 14, 2001 from Danaharta and on December 28, 2001 from the respective companies' secured creditors: (i) Litang Plantations Sdn Bhd - SA Appointed (LPSB) ; (ii) Ganda Plantations (Perak) Sdn Bhd - SA Appointed (GPPSB); (iii) Cempaka Sepakat Sdn Bhd - SA Appointed (CSSB); (iv) Techno Asia Venture Capital Sdn Bhd - SA Appointed (TAVCSB); and (v) Mount Austin Properties Sdn Bhd - SA Appointed (MAPSB). The SA is currently in the process of finalizing the workout proposals for TAHB and its subsidiary, Wisma Dindings Sdn Bhd (WDSB). Upon the receipt of Danaharta's and respective secured creditors' approval for all the SA Appointed companies including TAHB, only then will the Requisite Announcement be released to the KLSE. This is because the workout proposals for TAHB and its SA Appointed subsidiary companies are associated with each other since lenders in TAHB are secured against assets provided by SA Appointed subsidiary companies and TAHB had provided corporate guarantees to several of its subsidiaries' creditors. TRONOH MINES: Appoints Receivers, Managers Of Two Subsidiaries -------------------------------------------------------------- The Board of Directors of Tronoh Mines Malaysia Berhad (TMMB) informed the Exchange Thursday that Mr. Andrew John Love and Mr. Alan Edward Lewis, both Chartered Accountants and members of the firm of Messrs. Ferrier Hodgson of Level 17, 2 Market Street, Sydney, NSW 2300, Australia had on January 3, 2002 been appointed as Receivers and Managers of Hillgrove Gold NL (HGL) (Australia Corporation Number 004297116) and New England Antimony Mines (NEAM) (Australia Corporation Number 005482940) under the powers contained in the Fixed and Floating Charge dated June 7, 2001 (Charge). The Charge was created to secure the advances granted by TMMB to the borrowers for the aggregate sum of AUD34 Million. Under the Charge, HGL and NEAM (collectively, the Borrowers) have agreed to charge all their present and future rights, property and undertakings of whatever kind and wherever situate to TMMB. NEAM is a wholly owned subsidiary of HGL, which in turn is a 61.9 percent subsidiary company of TMMB. Their principal activities involve gold and antimony mining operations and mineral exploration. The borrowers have defaulted in their obligations under the Charge. As a result, the board of TMMB has resolved to appoint Mr. Andrew John Love and Mr. Allan Edward Lewis as the Receivers and Managers of the property secured by the charge. Arising from that appointment, the powers of the directors of the borrowers are suspended, subject to certain regulatory requirements. The appointment of the receivers and managers will have material financial and operational impact on TMMB as provisions have not been made in TMMB's accounts for the year ending January 31, 2002. The provisions are expected to result in an extraordinary loss of RM131 million and RM91 million for TMMB and TMMB Group respectively in relation to the financial year ending January 31, 2002. Based on the audited balance sheet as at January 31, 2001, the net tangible assets of HGL were A$25.93 million. The consolidated net tangible assets of HGL Group amounted to A$7.65 million. The loss after tax was A$2.67 million. The HGL Group's after tax consolidated loss for the same period amounted to A$7.79 million. ===================== P H I L I P P I N E S ===================== COSMOS BOTTLING: RFM Retires LTCPs After Sale To SMC ---------------------------------------------------- RFM Corp said it retired its long-term commercial papers (LTCPs) following the conclusion of the sale of unit Cosmos Bottling Corp to San Miguel Corporation on Wednesday, the Philippine Daily Inquirer and AFX News reported on January 3. The company received PhP11.65 billion from San Miguel for its controlling stake in Cosmos. RFM Vice President Ramon Lopez said the company redeemed PhP500 million of its long-term CPs and another PhP750 million in Cosmos' long-term CPs. RFM also intends to resolve some US$18 million in convertible bonds, repurchase the stake in the company being sold by WP Argosy and settle other obligations. Lopez said following the payment of debt, RFM will be left with cash of about PhP5.5 billion. ================= S I N G A P O R E ================= L&M GROUP: Announces Shares Placement Proceeds ---------------------------------------------- Re: Utilization of proceeds from placement of 22,244,413 ordinary shares of S$0.10 each issued at an issue price of S$0.1588 each in the capital of L&M Group Investments Limited. The Board of Directors of L&M Group Investments Limited (L&M or the Company) revealed that the proceeds of the placement of S$3,532,413 was applied in accordance with the purpose of the placement in this manner: Proceeds of the placement S$3,532,413 Application of Proceeds: Placement Expenses: S$ 20,000 Working Capital S$ 774,000 Repayment to Creditors S$2,738,413 Re: Proposed Placement Of Up To 22,191,000 New Ordinary Shares Of S$0.10 each in the capital of L&M Group Investments Limited. The Board of Directors announced that L&M has entered into a placement agreement dated January 2, 2002 (the Placement Agreement) with Kim Eng Securities (Pte) Ltd (KES), whereby KES has agreed to place out up to 22,191,000 new ordinary shares of S$0.10 each (New Shares) in the capital of the company at a price of S$0.1206 per New Share (the Placement) on a best endeavours basis. The terms of the Placement Agreement are: (a) the appointment and mandate granted to KES in relation to the Placement shall be valid until January 15, 2002; (b) the New Shares allotted shall be issued as fully paid-up ordinary shares in the capital of L&M ranking pari passu to the existing ordinary shares of L&M; (c) the Placement is subject to the in-principle approval of the Stock Exchange Securities Trading Limited (SGX-ST) for the listing and quotation of the New Shares on the SGX-ST and where such approval is subject to conditions (which are not normally imposed by SGX-ST for a transaction of a similar nature) such conditions being acceptable to KES and its clients; and (d) KES shall be paid a broking commission of 0.5% of the aggregate consideration of all the New Shares upon the satisfactory and successful completion of the sale of the same. The New Shares represent approximately nine percent (9%) of the issued share capital of the company, which after the completion of the last placement of 22,244,413 ordinary shares in the company on December 21, 2001 stood at 244,421,923 ordinary shares. The Placement Price of S$0.1206 for each New Share represents a discount of ten percent (10%) from the weighted average price for trades done on ordinary shares in the capital of the company on January 2, 2002 of S$0.1340 per share. When completed, the Placement will increase the issued and paid up share capital of the company from S$24,442,192 comprising 244,421,923 ordinary shares of S$0.10 each to S$26,661,292 comprising 266,612,923 shares of S$0.10 each. Had the Placement been effected on January 1, 2000 the first day of the last audited balance sheet, the net tangible assets per share of the company and its subsidiaries as at that date would be a decrease from approximately 26.74 cents to 25.40 cents. The loss per share would be decreased from 15.87 cents to 14.32 cents. The net proceeds from the Placement of approximately S$2,600,000 will be utilized for working capital purposes. None of the directors or substantial shareholders of L&M have any interest, direct or indirect, in the Placement. L&M GROUP: Unit Seeks Debt Restructuring Scheme Approval -------------------------------------------------------- L&M Group Investments Ltd (L&M or the Company) announced that L&M Precast (Tuas) Pte Ltd (Precast), a wholly-owned subsidiary of L&M Prestressing Pte Ltd (Prestressing), which in turn is a wholly owned subsidiary of L&M, has taken up an application in the High Court of Singapore to propose implementing a scheme of arrangement with its unsecured creditors (other than certain excluded creditors) to restructure debts owed by Precast to such creditors. The Scheme of Arrangement The Scheme of Arrangement is proposed to restructure the debts of Precast. 1. Proposed Principal Terms of the Scheme of Arrangement The payment of all claims by the unsecured creditors (other than certain excluded creditors) participating in the Scheme of Arrangement (the Participating Creditors) shall be made by way of issuance of new ordinary shares of S$0.10 each in the capital of L&M (New Shares) as full and final settlement of all claims of the Participating Creditors on these terms : (i) the issue price of each New Share shall be the higher of: (aa) 10% discount to the weighted average price of the ordinary shares in the capital of L&M (the Shares) for trades done on the Singapore Exchange Securities Trading Limited (the SGX-ST) on the day that the Scheme of Arrangement is approved by the Participating Creditors; or (bb) the nominal value of the New Share at the date of issuance of the New Shares; (ii) the number of New Shares allotted to each of the Participating Creditors shall be equivalent to the respective claims of each of the Participating Creditors based on the Issue Price; (iii) the New Shares shall be issued as fully paid-up Shares and shall rank pari passu with the issued Shares; (iv) the issuance of the New Shares shall be subject to the approval of the shareholders of L&M, such approval to be obtained within two (2) months from the date of the approval of the Scheme of Arrangement; (vii) the issuance of the New Shares shall also be subject to the in-principle approval by the SGX-ST for the admission of all the New Shares to the Official List of the SGX-ST and the listing and quotation of all the New Shares on the SGX-ST, such approval to be obtained within two (2) months from the date of the approval of the Scheme of Arrangement; and (viii) subject to the conditions stated in paragraphs (v) and (vii) (the Conditions), the completion of the subscription of the New Shares shall take place within 7 days after the fulfillment of all (and not part only) the conditions in the manner provided in the Scheme of Arrangement. 2. Moratorium under the Scheme of Arrangement It is proposed that during the period commencing on (and including) the date on which the order of the High Court sanctioning the Scheme of Arrangement is lodged with the Registrar of Companies and Businesses) till the Scheme of Arrangement is deemed terminated (as provided in the terms and conditions of the Scheme of Arrangement) (the Moratorium Period), all creditors of Precast shall refrain from, inter alia, commencing or continuing any legal or other proceeding against Precast. 3. Rationale for the Scheme of Arrangement In 1999, the decision to expand Precast's Tuas plant was made on the assumption that there would be available banking facility for the construction to be provided by one of Precast's main bankers, Sime Bank. Shortly after the commencement of the construction of the new building at Tuas, L&M Group as a whole underwent a financial restructuring exercise to consolidate the banking facilities provided by 23 different banks and financial institutions. Overseas Union Bank Limited emerged in the restructuring exercise as the sole bank to the L&M Group in place of all the other banks and financial institutions. During the financial restructuring period, the banking facility supposedly to be offered for the construction of the new Tuas building was withdrawn. There was no substitute banking facility in place to finance the construction of the new Tuas building. Precast went ahead with the complete construction of the new Tuas building incurring a total of some S$21 million in capital expenditure from limited funds of Precast. In accordance with the audited accounts of Precast as at 31 December 2000, the liabilities breakdown of Precast: Trade payables S$20,655,157 Accrued operating expenses S$ 3,429,040 Owing to ultimate holding company S$ 2,238,861 Owing to related corporations S$ 5,078,457 Total owing S$31,401,515 Less : Trade receivables S$12,284,560 Other receivables S$ 221,199 Due from immediate holding company S$ 50,000 Due from related corporations S$ 504,769 Total receivables S$13,060,528 Excess of payables over receivables S$18,340,987 This "excess of payables over receivables" caused severe cash flow difficulties for Precast with the consequence that there was a huge delay of payment to various sub-contractors, suppliers and other creditors. Precast's cash flow and liquidity situation was further aggravated by the net loss after tax of S$1.6 million for the year ended 31 December 2000. In that financial year, the gross profit of Precast fell 6% from the preceding year, 1999. The rationale for the Scheme of Arrangement is: (i) The Directors of Precast believe that the undertaking and business of Precast is fundamentally sound and has good prospects for the future if it is allowed an opportunity to trade through its current difficulties. With the continued support from L&M and the issuance of new ordinary shares in the capital of L&M as proposed in the Scheme of Arrangement, the Company believes that it would be able to continue trading as a going concern. (ii) A judicial management or liquidation will be of no benefit to any of the creditors of Precast as there will be no beneficial return to the creditors of Precast arising from such judicial management or liquidation. (iii) In liquidation, the issuance of new shares in the capital of L&M as proposed in the Scheme of Arrangement would be jeopardized. Further, Precast would not be given the opportunity to continue to trade as a going concern. In the event of a liquidation, there will be no amount realizable by the creditors of Precast. (iv) In a judicial management, Precast will be placed in the hands of a third party and this may not be favourably perceived by Precast's trade creditors, who may or may not wish to continue to trade with Precast. 4. Approvals required Precast has appointed Mr Koh Teng Kiat to act as scheme manager of the Scheme of Arrangement. The following approvals, amongst others, are required to effect the Scheme of Arrangement: (i) the approval of the Scheme of Arrangement by a majority in number representing 75% in value of the creditors present and voting at a meeting to be convened by order of the High Court of Singapore; (ii) the approval of the shareholders of L&M for the issue of the New Shares under the Scheme of Arrangement in the event that amount of New Shares shall exceed the general mandate given to the directors of L&M to issue new shares ordinary shares of S$0.10 each in the capital of L&M; and (iii) the approval of the SGX-ST for the admission of all the New Shares to the Official List of the SGX-ST and the listing and quotation of all the New Shares on the SGX-ST An application will be made to the SGX-ST for the listing and quotation of the New Shares. A circular to the shareholders of L&M will also be issued to convene an Extraordinary General Meeting to seek their approval for the issuance of the New Shares. VIVAMUSIC.COM: Winding Up Petition Yields Closure ------------------------------------------------- Listed book and music house Popular Holdings Ltd said its unit Vivamusic.com, a distributor of music and other entertainment content, was officially been shut down December 28 following a winding up petition filed by its creditor Epilgoue Catering, AFX News said Friday. Epilogue has claims worth S$204,391.39 against Vivamusic.com. Vivamusic.com's business units were made up of its production, retail operations, event management, print publishing, technology, and artist management divisions. =============== T H A I L A N D =============== POWER-P PLANNER: Submits Rehab Plan To Solvency Court ----------------------------------------------------- Power-P Planner Co., Ltd., which has been assigned by the Central Court of Solvency on July 2, 2001 to prepare a Rehabilitation Plan for Power-P Public Co., Ltd., disclosed that the Rehabilitation Plan in question has been completed and submitted to the Central Court of Solvency and by whose order a meeting is set to consider the Plan on January 24, 2002 at 8.30-12.00 at Meeting Hall No. 1105, 11th flow of Bangkok Insurance Building, No.25, South Sathon Road, Bangkok. Mr. Veerachai Urvilaijit Managing Director Power-P Planners Co., Ltd. SIAM CEMENT: NatSteel Acquires Siam Industrial Wire --------------------------------------------------- Singapore's NatSteel took over Siam Cement's Siam Industrial Wire (SIW) by acquiring a 71 percent stake in SIW, a wholly owned subsidiary of Cementhai Steel, for US$10.5 million (Bt462.6 million), enhancing NatSteel's regional downstream presence and extending its Asian steel network, including facilities in China and Malaysia, The Nation reported Friday. NatSteel president Ang Kong Hua said, "This is a unique opportunity for us to establish a strategic presence in Thailand." SIW is one of seven companies under Siam Cement's iron and steel business, with a combined asset value of Bt37 billion. The steel business was classified as one of Siam Cement Group's non-core activities following the group's major business revamp in early 1999. The take over is part of Siam Cement's strategy to divest its non-core businesses. Siam Cement, reportedly, had already diluted its stakes in two steel units, Siam Yamato Steel and Siam United Steel, by allowing its Japanese partners to acquire majority stakes in the joint ventures, while two other Siam Cement subsidiaries - Siam Iron and Steel and Siam Construction Steel - are scheduled to merge with two other local steel groups, NTS Steel and Bangkok Steel Industry (BSI). The mergers, however, have been delayed pending the completion of massive debt-restructuring of the potential partners. SIAM SYNTECH: Administrator Discloses Reorganization Progress ------------------------------------------------------------- Siam Syntech Planner Company Limited, as Plan Administrator, released the second Progression Report of Siam Syntech Construction PLC (Syntec) (SSC)'s Business Reorganization Plan, covering SSC's operation for the first Quarter, from July 1st, 2001 to September 30th, 2001, as follows: In this period, there was not so much progression under the Business Reorganization Plan because SYNTEC has been in the process of capitalization restructuring such as Debt to Equity conversion, and paid-up capital by a new investor. In the case of the conversion of debt to equity, the Plan Administrator was waiting for a court order to reserve some shares of creditors which still could not be identified, details of which has been shown in the last report. On September 19, 2001, the Court granted approval and some of debts have already been converted to equity of creditor group 6, 7, 9. Now one of the creditors, the Tax Department, has filed a petition against the court order for Plan acceptance and the Supreme Court for not having a verdict within four months (20 August 2001). The Plan Administrator and the new investor had agreed to have a second MOU as at August 20, 2001 to extend the MOU to three months for the Supreme Court hearing. Andrew Gordon Director Siam Syntech Planner Co., Ltd. Suchat Boonbanjerdsri Director Siam Syntech Planner Co., Ltd. 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, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. 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