/raid1/www/Hosts/bankrupt/TCRAP_Public/020111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, January 11, 2002, Vol. 5, No. 8
Headlines
A U S T R A L I A
ANSETT: Administrators Divisions Sale Timing Uncertain
ANSETT: World's Largest Creditors' Meeting Scheduled
ANACONDA NICKEL: Shareholders OK Glencore Proposal
AURORA GOLD: Director Resignation, Appointment
AUSTRALIAN MAGNESIUM: Normandy Mining Ups Interest to 22.8%
AUSTRALIAN PLANTATION: APT Group Proposes Restructuring
CAPRAL ALUMINIUM: Crabb, Pitcher Join Board
HARRIS SCARFE: Insolvency Interferes With Interest Payment
PASMINCO LIMITED: Begins Sale Process Involving US Operations
QANTAS AIRWAYS: Reaches Landmark Agreement With AMWU, AWU
SMARTWORLD CORP: Extends AGM Due To Voluntary Administration
TELEMEDIA NETWORKS: Administrators Appointed
C H I N A
DR MINT (HK): Winding Up Petition Hearing Scheduled
HOUR HOUSE: Winding Up Petition Hearing Set
FLY RISING: Winding Up Petition Hearing Slated
KENT PROSPER: Winding Up Petition Hearing Planned
RICHWAY SHIPPING: Winding Up Petition Hearing Scheduled
SMARTLY HK: Winding Up Petition Hearing Set
I N D O N E S I A
* Bank Debtors Have Until March 31 To Pay IBRA
J A P A N
DAIEI INC: Finalizing Talks With Banks Regarding Bailout Plan
FUJITSU LTD: Placing 5,000 Workers On Temporary Leave
KANSAI ELECTRIC: Slashing Workforce By 10%
KOTOBUKIYA CO: Ailing Supermarket Chain Lays Off 2,200 Staff
SHINKO HOME: Real Estate Firm Goes Under
TAEHEIYO COAL: Ends Operation On January 30
K O R E A
BOSUNG INTERNATIONAL: State Watchdog Launches Probe
DAEWOO MOTOR: Slashing Jobs To Ease Merger
HYNIX SEMICONDUCTOR: US Chip Plant Resuming Production
HYNIX SEMICONDUCTOR: Hynix, Micron May Sign MOU This Week
JINDO CORP: State Watchdog Launches Probe
SKM: State Investigative Task Force Launches Probe
M A L A Y S I A
ARTWRIGHT HOLDINGS: Strategic Alliance, Debt Restructure Planned
FIBERCORP: Voluntary Winding-Up Planned
GADEK BERHAD: Enters Conditional Restructuring Agreement
GOLDEN HOPE: Acquires Unimills BV In Netherlands
JOHOR CORP: Creditors To Consider Restructuring Proposal
MALAYSIA RESOURCES: Plan With TV3 Mid-2002 Completion Expected
MAY PLASTICS: Enters MBO Agreement With QSB
MYCOM BERHAD: Status Of Default Payment
SISTEM TELEVISYEN: Mid-2002 Plan Completion Expected
P H I L I P P I N E S
ASB GROUP: Allied Bank Backs Out Of Deal
S I N G A P O R E
ACE DYNAMICS: Announces Subsidiary Name Change
ADROIT INNOVATIONS: Temasek Holdings Changes Deemed Interest
ADROIT INNOVATIONS: Director Tehe Kor Lak Changes Interest
ADROIT INNOVATIONS: Apsilon Ventures Changes Deemed Interest
ASTI HOLDINGS: Appoints Joseph Au As Executive Chairman
HONG LEONG: Posts Announcement Re Foreign Shareholdings
ISOFTEL LTD: Issues Profit Warning To Shareholders
T H A I L A N D
TIANJIN AUTOMOTIVE: Group Completes Restructuring
SIAM PULP: Now Holds 61.26% In Phoenix Pulp
- - - - - - - -
=================
A U S T R A L I A
=================
ANSETT: Administrators Divisions Sale Timing Uncertain
------------------------------------------------------
Despite reports of a weeks-away sale, the Administrators of
Ansett do not yet know when the airline's engineering and
maintenance divisions will be sold off, ABC News reported
Thursday. A spokesman for the administrators says they are
considering expressions of interest from potential buyers of the
divisions, which are not included in the Fox-Lew takeover of
Ansett's main service, due to be formalized on February 1.
ANSETT: World's Largest Creditors' Meeting Scheduled
----------------------------------------------------
Notice will be sent via post, which will cost about $1.86
million, to Ansett's four million creditors for the world's
largest creditors' meeting on January 29 to update them on the
state of the administration and to approve the sale of the
airline to Solomon Lew and Lindsay Fox' Tesna company, Canberra
Times reported Tuesday. According to Federal Court judge Justice
Alan Goldberg Monday, the meeting was very important to not
notify as many creditors as possible.
The report says the rest of the meeting, including the deed of
company arrangement that would set out the mechanics as to how
creditors would get their money, is expected to be adjourned for
45 days.
The meeting will be held in Melbourne and web-cast across the
country enabling creditors to organize proxy votes and phone in
their decision. Administrator Mark Korda said frequent fliers
and members of the airline's Golden Wing Club have been included
as creditors but the value of their vote was yet to be
determined.
Administrators find the $1.86 million expense affordable
compared to the $26 million bill, if they follow the letter of
the law and include a 150-page company report and proxy vote kit
in the package, which could stretch to $58 million and waste
thousands of work hours if the bulk of the meeting was adjourned
as expected. Justice Goldberg waived the Corporations Act
regulations, but refused the administrators' request they notify
creditors via newspaper advertisements and the company web site.
Justice Goldberg ordered administrators to post a one-page
letter to as many creditors as could be reasonably contacted, at
least 10 days before the meeting, to advise interested parties
to seek further information on a web site or via a telephone
hotline. Full-page notices were also to be placed in all major
Australian newspapers.
ANACONDA NICKEL: Shareholders OK Glencore Proposal
--------------------------------------------------
Anaconda Nickel Limited shareholders overwhelmingly approved a
proposal from Glencore International AG to enter into nickel and
cobalt offtake agreements, at an extraordinary general meeting
in Perth Wednesday.
The agreements enable Anaconda, through its wholly owned
subsidiaries Murrin Murrin Holdings Pty Ltd (MMH) (which holds a
60% interest in Murrin Murrin) and Anaconda Operations Pty Ltd
(AOPL) to sell all Murrin Murrin nickel production to November
30, 2006 and all cobalt production until at least December 31,
2003 to Glencore on improved commercial terms.
Shareholders also approved a proposal to enable Anaconda to
negotiate the sale of all cobalt production from Murrin Murrin
from December 31, 2003 to December 31, 2005 to Glencore.
Glencore, through a wholly owned subsidiary, owns the remaining
40% interest in the Murrin Murrin Nickel Cobalt Operation.
As a consequence of the shareholder vote, Glencore has agreed to
lend US$35.8 million to Anaconda, of which approximately US$10
million has already been advanced to meet cash calls from the
manager of Murrin Murrin. The balance of the loan is to be used
to pay or existing forward nickel and cobalt sale obligations.
Repayment of the entire loan of US#35.8 million can be made
using either cash and/or nickel product.
Glencore will also consider extending a further advance of US$20
million, to meet Murrin Murrin's continuing funding requirements
and day-to-day operational expenses at a time of historic low
nickel and cobalt prices.
Anaconda CEO Peter Johnston described the result as a
"positive outcome" for all shareholders and a significant step
towards restoring certainty to the company's working capital and
funding arrangements.
Mr Johnston told shareholders that the new commercial offtake
agreements would enable the company to realize cost reductions
by downsizing its internal marketing department.
"The company has renewed focus on increasing production at
Murrin Murrin and reducing operating and corporate costs," said
Johnston.
AURORA GOLD: Director Resignation, Appointment
----------------------------------------------
Aurora Gold Ltd. advised that, effective January 11, 2002,
Mr. Alan Scott will resign as Managing Director and Chief
Executive Officer.
Upon Mr. Scott's resignation, Mr. Michael Jefferies, currently
one of two Directors representing Silvana Pty. Limited will be
appointed to both vacated positions.
These Board and Management changes are a consequence of the
change in the share register following the takeover bid by
Silvana Pty. Limited, which now holds 39.1% of the Company's
issued capital. Arrangements are in place to ensure that an
efficient transfer of management responsibilities takes place.
AUSTRALIAN MAGNESIUM: Normandy Mining Ups Interest to 22.8%
-----------------------------------------------------------
Normandy Mining Limited changed its relevant interest in
Australian Magnesium Corporation Limited on December 6, 2001,
from 69,256,113 ordinary shares (62.4%) to 115,625,108 ordinary
shares (22.8%).
AUSTRALIAN PLANTATION: APT Group Proposes Restructuring
-------------------------------------------------------
Mr Mervyn Kitay, Administrator of Australian Plantation Timber
Limited (APT), announced the proposed restructure of the APT
Group of Companies, following the recent signing of a Heads
of Agreement with Zurich Capital Markets (ZCM) a part of the
Zurich Financial Services Group, Integrated Tree Cropping
Limited and ITC Project Management Limited.
Under the restructure, APT's land and loan book has been
transferred to ZCM, in return ZCM have contributed $82 million
of value to the APT Group. ITC will emerge with a 50m percent
stake in APT Limited, after contributing its managed investment
business $5 million working capital, $1.9 million in additional
capital and providing a $10 million maintenance and expenditure
guarantee for the benefit of existing Investor Growers.
After the restructure, APT is expected to return to the ASX
following the creditors' and shareholders' meetings in February
and March 2002, respectively. Subject to creditor approval, the
transaction is worth around 50 cents in the dollar to unsecured
creditors who, in addition, will also receive an allocation of
shares in the company equivalent to 15 percent of its issued
share capital. The Company's secured creditor, Commonwealth Bank
will receive full payment of its debt estimated at approximately
$50 million.
The merger of ITC's MIS business with that of APT will see APT
re-emerge as a leading player in the timber investment industry
with over 75,000 hectares of plantations under management on
behalf of retail investors.
Special attention has been focused on some 4,000 growers, whose
timber lots are presently being managed by the Company's
Receivers and Managers. Under the restructure proposal, growers,
in addition to $13.6 million worth of maintenance and
expenditure funding set aside for pre 1999 plantations, will
benefit from a $10 million guarantee procured by ITC. ITC will
act as the manager of APT's 48,000 hectares of plantations,
taking ITC's total number of plantations under management to
over 89,000 hectares.
"When we first started looking at APT, the most important issue
for us was to ensure that the MIS investors were looked after,"
said Tony Jack ITC's Managing Director. "After a year in which
all operators in the sector were battered around by negative
perceptions, it is important to restore some confidence to
investors in the industry, by demonstrating that the protection
mechanisms contained in the MIS legislation actually work. The
trees are still there and being looked after and Investors' tax
deductions are not under threat."
Contact:
Mervyn Kitay
GRANT THORNTON CHARTERED ACCOUNTANTS
Telephone: (08)9481 1448
email: mkitay@gtwa.com.au
Tony Jack
INTEGRATED TREE CROPPING LIMITED
Telephone (09) 9389 0270
E-mail: tony.jack@treecrop.com.au
CAPRAL ALUMINIUM: Crabb, Pitcher Join Board
-------------------------------------------
Capral Aluminum Limited announced that Messrs John Crabb and Ron
Pitcher have accepted invitations to join the board. Mr John
Crabb recently announced his decision to retire from the
position of Managing Director and Chief Executive Officer of
Simsmetal Limited effective March 1, 2002 after a very
successful career.
Mr Crabb has extensive experience in the metals business and is
a Director of MIM Limited, Fellow of the Australian Institute of
Company Directors, New South Wales Treasurer and member of the
National Executive of the Australian Industry Group and
President of the Ferrous Division of the Bureau Internationale
de la Recuperation.
Mr Ron Pitcher was founder and former principal partner of
Pitcher Partners, a leading Melbourne Accounting and Advisory
firm. Mr Pitcher has had wide experience in manufacturing
industries and is also a Director of Joe White Maltings Limited
and National Can Industries Limited.
For and on behalf of the Board of Capral Aluminium Limited.
G Cureton
ACTING CHAIRMAN
Nigel Chalk Greg L'Estrange
COMPANY SECRETARY MANAGING DIRECTOR
Telephone: (02) 9682 0657 Telephone: (02) 9682 0655
Mobile: 0404 818 288 Mobile: 0404 818 000
HARRIS SCARFE: Insolvency Interferes With Interest Payment
----------------------------------------------------------
Harris Scarfe Holdings Limited and Associated Companies
(Receivers & Managers Appointed) (Administrators Appointed)
(Harris Scarfe) Joint Receiver and Manager, B J Carter,
confirmed Monday that the interest payment due on January 31,
2002 on the Unsecured Convertible notes issued by Harris Scarfe
will not be met due to Harris Scarfe's insolvency.
PASMINCO LIMITED: Begins Sale Process Involving US Operations
-------------------------------------------------------------
Pasminco has commenced a process to sell its Clarksville Zinc
Plant and mines at Gordonsville and Clinch Valley in Tennessee.
The sale is part of a strategic asset review that followed the
appointment of Voluntary Administrators on September 19, 2001.
The sale process for the Century Mine in Queensland and the
Broken Hill Mine in New South Wales are already well advanced.
Pasminco has owned the 110,000-ton zinc plant and the mines
since February 1999 when they were acquired as a part of the on
market takeover of Savage Resources.
Pasminco Chief Executive Officer Mr Greig Gailey said that
although the United States operations had performed well for
Pasminco, the current operating environment necessitated a move
to refocus the companys operations. He also said that interest
in the operations was encouraging, however, he would not comment
on the identity of potential purchasers or proposed timetable
for the sale.
Pasminco Administrators Ferrier Hodgson continue to work on an
overall proposal for the companys future. A second meeting of
creditors at which this proposal will be put forward must be
convened no later than April 7, 2002.
For further information contact:
Peter Griffin
GROUP MANAGER PUBLIC AFFAIRS
++61 (3) 9288 0463 or 0419 314 265
QANTAS AIRWAYS: Reaches Landmark Agreement With AMWU, AWU
---------------------------------------------------------
Qantas Airways Limited said Thursday it has reached an
agreement with the AMWU and AWU providing a 12-month wage pause
until June 30, 2002 and future wage increases dependent on
demonstrated productivity improvements.
The increases which will be paid if productivity targets are
met:
* 2 per cent from 1 July 2002 until 31 December 2002;
* 2 per cent from 1 January 2003 until 30 June 2003; and
* 2 per cent from 1 July 2003 until 31 December 2003.
Qantas Executive General Manager Aircraft Operations David
Forsyth said 12 Qantas Unions, including the AMWU and AWU, had
now agreed to a wage pause of at least 12 months.
"Qantas has asked its workforce to accept the wage pause because
of the extraordinary state of the global and domestic aviation
industries.
"All staff, including members of the AMWU and AWU, have also
been guaranteed a 3 per cent incentive bonus for the 2002
financial year if the company matches last year's profit result.
Media Enquiries: Des Sullivan - Telephone (02) 9691 3742
SMARTWORLD CORP: Extends AGM Due To Voluntary Administration
------------------------------------------------------------
Joint Deed Administrator for Smartworld Corporation Ltd, L
Nilant, advised that the Australian Securities & Investments
Commission has, pursuant to sub-section 250P(2) of the
Corporations Act 2001, granted an extension of the time to hold
the Company's 2001 Annual General Meeting to February 29, 2002.
The need for that extension has arisen as a result of SWC being
placed in Voluntary Administration on September 12, 2001, and
subsequently executing a Deed of Company Arrangement with its
creditors on December 14, 2001. As advised to ASX on January 4,
2002, the Deed provides that a general meeting of the members of
the Company is to be convened to consider resolutions for a
recapitalization of SWC and related matters.
Accordingly, application was made for extension of the date by
which the Annual General Meeting was required to be held to
allow consideration of those resolutions by members.
For further information, please contact L Nilant, or in his
absence, Brendan Buckley.
TELEMEDIA NETWORKS: Administrators Appointed
--------------------------------------------
Deed Administrator G McDonald announced that Richard Albarran
and Geoffrey McDonald were appointed Administrators of Telemedia
Networks International Limited, pursuant to a resolution of the
Board of Directors on August 10, 2001. At a meeting of creditors
held on October 5, 2001, creditors resolved that the company
execute a Deed of Company Arrangement.
The company executed the Deed of Company Arrangement on November
26, 2001 and Richard Albarran and Geoffrey McDonald executed it
on November 7, 2001. As such, Richard Albarran and Geoffrey
McDonald were appointed Deed Administrators on November 7, 2001.
A summary of the contents of the Deed of Company Arrangement is:
* The company will pay a deed contribution of $400,000.
* Of the amount to be paid, $250,000 will be paid directly to
the secured creditor Westpac Banking Corporation. The remainder
will be applied to entitlements of creditors and costs of the
administrators.
Subsequent to compliance with the terms of the Deed of Company
Arrangement, it is intended that the company will commence
trading again on the ASX some time in the future, prior to which
time shareholders will be notified.
=========
C H I N A
=========
DR MINT (HK): Winding Up Petition Hearing Scheduled
---------------------------------------------------
A petition for the winding up of Dr Mint (HK) Co. Limited was
filed in the High Court of Hong Kong on October 18, 2001 by Itar
Trading Company Limited, whose registered office is situated at
Room 707B, Well Fung Industrial Centre, 58-76 Ta Chuen Ping
Street, Kwai Chung, New Territories, Hong Kong.
The petition will be heard before the Court at 10:00 am on
January 23, 2002.
HOUR HOUSE: Winding Up Petition Hearing Set
-------------------------------------------
A Petition for the winding up of Hour House Ind. Limited was
filed in the High Court of Hong Kong December 3, 2001 by by Lee
Fei Ching trading as Nice Point Leather Watch Straps Fty, whose
address is situated at Flat 5, 29th Floor, Asia Trade Centre, 79
Lei Muk Road, Kwai Chung, New Territories, Hong Kong.
The petition will be heard before the Court at 9:30 am on
February 6, 2002.
FLY RISING: Winding Up Petition Hearing Slated
----------------------------------------------
A petition for the winding up of Fly Rising Limited was filed in
the High Court of Hong Kong on October 31, 2001 by Standard
Chartered Bank of 3rd Floor, 4-4A Des Voeux Road Central, Hong
Kong.
The petition will be heard before the Court at 10:00 am on
January 30, 2002.
KENT PROSPER: Winding Up Petition Hearing Planned
-------------------------------------------------
A petition for the winding up of Kent Prosper Investments
Limited was filed in the High Court of Hong Kong on September
21, 2001 by the by Bank of China (Hong Kong) Limited (the
successor to The China State Bank Limited pursuant to Bank of
China (Hong Kong) Limited (Merger) Ordinance (Cap. 1167) of Bank
of China Tower, 1 Garden Road, Central, Hong Kong.
The petition will be heard before the Court at 9:30 am on
January 16, 2002.
RICHWAY SHIPPING: Winding Up Petition Hearing Scheduled
------------------------------------------------------
A petition for the winding up of Richway Shipping Limited in the
High Court of Hong Kong was filed on September 28, 2001 by the
Bank of China (Hong Kong) Limited (the successor to The Yien
Yieh Commercial Bank Limited pursuant to Bank of China (Hong
Kong) Limited (Merger) Ordinance (Cap. 1167) of Bank of China
Tower, 1 Garden Road, Central, Hong Kong.
The petition will be heard before the Court at 10:00 am on
January 16, 2002.
SMARTLY HK: Winding Up Petition Hearing Set
-------------------------------------------
A Petition for the winding up of Smartly Hong Kong Limited was
filed in the High Court of Hong Kong on November 12, 2001 by
Cheng Tsz On of Room 1022, Wo Hing House, Hing Wah Estate, Chai
Wan, Hong Kong. The petition will heard before the Court at
11:00 am on January 30, 2002.
=================
I N D O N E S I A
=================
* Bank Debtors Have Until March 31 To Pay IBRA
----------------------------------------------
Under Indonesian Bank Restructuring Agency (IBRA)'s revised
shareholders' settlement program, former bank owners have until
March 31 to agree to pay off their debts to IBRA, otherwise the
government will impose stern measures against them, Jakarata
Post reported Thursday, which quoted a government official.
According to the Secretary to the Financial Sector Policy
Committee (FSPC), Syafruddin Temengung on Wednesday, debtors who
missed the March deadline would be categorized as
"non-cooperative." "After March 31, IBRA will report to the FSPC
and sort out those who are cooperative and those who are not.
Afterwards we will discuss the steps to be taken in consultation
with institutions like the Attorney General's Office."
Coordinating Minister for the Economy, Dorodjatun Kuntjoro-Jakti
on Monday said the government is considering legal steps to
force non-cooperative debtors into paying. Accordingly, tougher
legal measures were being prepared after the FSPC extended the
debt payment period under the shareholder settlement program to
10 years from four. The program applies to former bank owners
whose banks IBRA took over after the government bailed them out
after the 1997 financial crisis. The program also exempted the
former bankers from prosecution, as it turned out that most of
the bailout funds were misused.
=========
J A P A N
=========
DAIEI INC: Finalizing Talks With Banks Regarding Bailout Plan
-------------------------------------------------------------
Struggling supermarket chain operator Daiei Inc is finalizing
talks with its four main creditor banks on a new bailout
package, including several tens of billion yen in fresh
financial aid, Kyodo News said Thursday. The company, which is
staggering with Y2.3 trillion in interest-bearing group debts,
is eyeing a new three-year restructuring scheme to accelerate
debt reduction and massive amounts of re-capitalization to
improve financial stability, and closing several unprofitable
shops to renew the group's earning ability.
FUJITSU LTD: Placing 5,000 Workers On Temporary Leave
-----------------------------------------------------
Fujitsu Ltd plans to have 5,000 workers take leave from work
ranging from some months to a year as part of a work-sharing
plan to slash personnel costs due to a slump in the information
technology sector, according to Kyodo News on Wednesday. The
computer manufacturer firm will introduce the temporary leave
system for employees at its three semiconductor plants in Iwate,
Fukushima and Mie prefectures.
Last month Standard & Poors lowered the company's credit rating
to triple-'Bpi' from triple-'B'-plus-pi. The downgrade reflects
Fujitsu's weakening credit protection measures, following the
recording of substantial losses by its key businesses, including
electronic devices and transmission equipment for North America.
KANSAI ELECTRIC: Slashing Workforce By 10%
------------------------------------------
Kansai Electric Power Company will cut 3,000 jobs or 10 percent
of its labor force by the end of March 2005, Kyodo News said on
Thursday. The move is part of the firm's restructuring plan to
improve its financial base amid the nation's stagnant economy
and because competition is likely to deepen due to the
deregulation of the Japanese power market. As of March 2001 the
company has US$47.2B total debts.
KOTOBUKIYA CO: Ailing Supermarket Chain Lays Off 2,200 Staff
------------------------------------------------------------
Failed supermarket chain operator, Kotobukiya Co, plans to lay
off all of 2,200 employees on regular payrolls, while planning
to re-hire those asking for jobs under different contractual
terms, a January 9 edition of Kyodo News said. The program by
the biggest supermarket chain in Japan's southernmost main
island of Kyushu aims to shut down 44 retail outlets, or 30
percent of the supermarket's 134 retail outlets.
SHINKO HOME: Real Estate Firm Goes Under
----------------------------------------
Shinko Home has gone bankrupt, as one of its promissory notes
was not honored on Tuesday, the credit-research agency Teikoku
Databank Ltd said. The real estate firm has been closed to
business since December 25, with debts of Y140 billion, tagged
as the biggest-ever failure in the three prefectures forming the
Tokai region, Aichi, Gifu and Mie, reported Kyodo News on
January 10.
TAEHEIYO COAL: Ends Operation On January 30
-------------------------------------------
About 300 mining workers from Taiheiyo Coal Mine Co on Wednesday
came up from Japan's last colliery, indicating an end to coal
production before its closure at the end of this month,
according to a Kyodo News report on Thursday. A total of 1,000
employees will be dismissed when the mine is closed on January
30.
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K O R E A
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BOSUNG INTERNATIONAL: State Watchdog Launches Probe
---------------------------------------------------
The state watchdog Board of Audit and Inspection has already
begun an investigation on Bosung International, on suspicion of
illegally wire-transferring company funds abroad, Digital Chosun
said Wednesday. The current probe is part of the government's
campaign to crack down on ailing firms that have been gobbling
up the government-injected public funds. The clothing sales firm
has total debts of W30 billion.
DAEWOO MOTOR: Slashing Jobs To Ease Merger
------------------------------------------
Daewoo Motor said it plans to cut nearly 400 jobs from its sales
unit in order to ease takeover talks with General Motors,
according to BBC News on Tuesday. The announcement follows 500
job layoffs in November at Daewoo's marketing division, which is
not part in GM's planned acquisition.
Analysts view the company's debt burden as a potential obstacle
to the GM deal. There are growing concerns that the firm's $17
billion debt may turn out to be even larger, with Korean
newspaper reports saying its debts may have been understated by
as much as $1.5 billion.
HYNIX SEMICONDUCTOR: US Chip Plant Resuming Production
------------------------------------------------------
Hynix Semiconductor will restart production at its US DRAM chip
plant in Eugene, Oregon starting next week, Digital Chosun
reported on January 9. The US plant suspended operations in July
2001, due to a facility upgrade and a downturn of the global
chip market. The plant is now in the process of rehiring
employees who were laid off temporarily last year. The
production at the Eugene plant occupies 18 percent of Hynix'
total chip output.
HYNIX SEMICONDUCTOR: Hynix, Micron May Sign MOU This Week
---------------------------------------------------------
Hynix Semiconductor and its creditors are planning to sign a
memorandum of understanding (MOU) with Micron Technology within
this week, The Korea Herald reported on January 10. CEO Steve
Appleton said the MOU would include the basic framework of
negotiations, a future schedule and the agreed-upon valuation
method. The MOU will be signed after the advisors sort out all
the differences between the two firms, including the price of
Hynix' DRAM unit.
An official of the Hynix restructuring panel said that Hynix and
its creditors have decided not to pursue survival independently
of Micron or form a simple alliance without any merger of
business units between the two firms. "I understand that the
Micron team presented a proposal based on the integration of the
two firms' DRAM units," the official said.
Hynix and Micron are expected to consent on some basic
principles for an MOU during the third round of negotiations,
leaving working-level talks to their financial advisors, Goldman
Sachs for Micron and Salomon Smith Barney for Hynix.
JINDO CORP: State Watchdog Launches Probe
-----------------------------------------
The state watchdog Board of Audit and Inspection has launched a
probe into Jindo Corp, a firm specializing in sales of fur coats
and container exports, which has been charged with
misappropriation of the public funds, Digital Chosun said
Wednesday. The firm's heavy losses increased to an unmanageable
level, causing heavy burdens to its creditors. The company has
total debts of W530 billion.
SKM: State Investigative Task Force Launches Probe
--------------------------------------------------
The state investigative task force has launched a special probe
into SKM, a videotape making company, Digital Chosun said
Wednesday. The company, which has already been charged with
misappropriation of the public funds, had losses that snowballed
to an uncontrollable level, causing heavy burdens to creditor
banks. The company has total debts of W12 billion.
===============
M A L A Y S I A
===============
ARTWRIGHT HOLDINGS: Strategic Alliance, Debt Restructure Planned
----------------------------------------------------------------
The Board of Directors of Artwright Holdings Berhad (AHB)
advised that the Company will be holding an Extraordinary
General Meeting at Permata Courtroom, Ballroom Floor, Hotel
Istana, 73, Jalan Raja Chulan, 50200 Kuala Lumpur on 25 January
2002, at 10:00 a.m., for the purpose of considering and, if
thought fit, passing with or without modification, the following
resolutions:
ORDINARY RESOLUTION 1
PROPOSED STRATEGIC ALLIANCE
"That subject to the approval of all relevant authorities,
approval be and is hereby given to the Company to:
(i) dispose to Rengard Industries Sdn. Bhd. (Rengard) for a
total cash consideration of US$17,500,000 (RM66,500,000):
(a) a piece of freehold land held under issue document of title
H.S.(D) 97304, P.T. No. 32347 in Mukim and District of Petaling,
State of Selangor Darul Ehsan (Land), currently, registered in
favour of Artwright Manufacturing Sdn. Bhd., a wholly-owned
subsidiary company of AHB, including all easements, rights and
licence appurtenant thereto and all buildings, structures and
fixtures thereon including the manufacturing facility for a cash
consideration of US$3,392,881.58 (RM12,892,950) only; and
(b) the equipment and machinery currently, legally and
beneficially owned by Artwright Technology Sdn. Bhd., a wholly-
owned subsidiary company of AHB, for a cash consideration of
US$14,107,118.42 (RM53,607,050) only;
(ii) enter into a Joint Venture Agreement with Steelcase Asia
Pacific Holdings LLC (SAPH) and Rengard, wherein AHB shall,
together with SAPH, participate as shareholders in an equity
structure of 25 percent and 75 percent respectively, in Rengard,
to carry on the business of manufacturing, selling, distributing
and marketing office equipment, interior products, furniture and
furnishings;
(iii) enter into a Share Subscription Agreement with SAPH and
Rengard, wherein AHB shall subscribe for 25,000 new ordinary
shares of RM1.00 each in Rengard (Rengard Shares) representing
25 percent of the enlarged issued and paid-up share capital of
Rengard for a subscription sum of US$4,375,000 (RM16,625,000);
(iv) enter into a Facility Agreement with Steelcase Inc.
("Steelcase") wherein, Steelcase agrees to grant a loan of
US$4,375,000 (RM16,625,000) to AHB and AHB agrees to borrow the
said loan sum, to finance AHB's subscription of the 25,000 new
Rengard Shares;
(v) enter into a Share Charge Agreement with Steelcase, wherein
AHB shall charge to Steelcase all its rights, title to and
interest in the 25,000 new Rengard Shares as continuing security
for the due and punctual payment of the Loan and interest
accrued and for the due and punctual performance by AHB of all
its obligations contained in the Facility Agreement and the
Share Charge Agreement;
(vi) enter into a Contract Manufacturing Agreement with Rengard,
pursuant to which AHB shall appoint Rengard as contractor to
manufacture, assemble and supply office furniture products using
AHB's technology;
(vii) enter into a Distribution Agreement with Steelcase,
pursuant to which Steelcase will grant to AHB the exclusive and
non-transferable right for a period of two (2) years to purchase
from Steelcase and to market, distribute, sell and service
Steelcase office furniture products within Malaysia to end-use
customers; and
(viii) enter into a Tenancy Agreement with Rengard, wherein AHB
will rent for free the one-storey Factory 2 located at H.S. (D)
97304, P.T. No. 32347 in Mukim and District of Petaling, State
of Selangor Darul Ehsan, part of Level 1 and all of Levels 2 and
3 of the three (3)-level office block building erected on the
land more particularly delineated in the Tenancy Agreement for a
fixed term of five (5) years.
AND THAT the Directors of the Company be and are hereby
authorized to do all such acts and things as they in their sole,
absolute and unfettered discretion may consider necessary,
convenient or expedient and to take all such actions and to do
all such acts and to execute, sign and deliver all such
documents as may be necessary to give effect to the aforesaid
Proposed Strategic Alliance and to implement the provisions of
the agreements relating thereto, with full power at any time and
from time to time and at the Directors sole, absolute and
unfettered discretion to assent to any conditions,
modifications, variations and/or amendments as may be required
by any relevant authorities and/or as the Directors may deem
appropriate.
ORDINARY RESOLUTION 2
Proposed Debt To Equity Conversion
"THAT, subject to the approvals from the Securities Commission
(SC) and any other relevant authorities and approval-in-
principle of the Kuala Lumpur Stock Exchange (KLSE) for the
admission to the Official List for all the new ordinary shares
of RM1.00 each of the Company (AHB Shares) to be issued
hereunder, the Directors of the Company be and are hereby
authorised, on such terms and conditions as the Directors may
determine, to allot and issue 1,908,994 new AHB Shares at an
issue price of RM1.89 per share as settlement of the interest on
the secured debts and unsecured debts of the Company and its
subsidiary companies, amounting to RM3,608,000 owing to several
financial institutions ("Proposed Debt to Equity Conversion")
AND THAT the Directors be and are hereby authorized to:
(i) allot and issue the 1,908,994 new AHB Shares credited in the
capital of the Company as fully paid-up, AND THAT such AHB
Shares shall, upon allotment and issue, rank pari passu in all
respects with the ordinary shares already in issue except that
they shall not be entitled to any dividends, rights and/or
distributions, the entitlement date of which is prior to the
date of allotment of the new AHB Shares; and
(ii) make any modifications, variations and/or amendments in any
manner as may be required by the relevant authorities to give
effect to the Proposed Debt to Equity Conversion, and take all
such steps and to enter into all agreements, arrangements,
undertakings, indemnities and guarantees with any party or
parties as the Directors at any time and from time to time and
in their sole, absolute and unfettered discretion may deem
necessary, convenient or expedient in order to implement,
finalize and give full effect to the aforesaid Proposed Debt to
Equity Conversion."
ORDINARY RESOLUTION 3
PROPOSED EMPLOYEES' SHARE OPTION SCHEME
"THAT, subject to the approval of all relevant authorities, the
Board of Directors of the Company be and is hereby authorized:
(a) to establish and administer an employees' share option
scheme for the benefit of eligible confirmed employees, eligible
full-time salaried executive directors and eligible contract
employees of the Company and its subsidiary companies, under
which offers of options will be granted to such employees and
executive directors to subscribe for new ordinary shares in the
share capital of the Company (Scheme) AND THAT all new ordinary
shares to be allotted upon any exercise of the options will upon
allotment and issue, rank pari passu in all respects with the
existing ordinary shares of RM1.00 each in the Company PROVIDED
ALWAYS THAT the new ordinary shares so allotted shall not rank
for any dividends, rights or distributions declared for the
previous financial year or the record date of which is before
the relevant date of allotment of the shares to that grantee and
will be subject to all the provisions of the Articles of
Association (including but not limited to those relating to
transfer and transmission);
(b) to modify and/or amend the Scheme from time to time and/or
to extend the duration of the Scheme provided that such
modification and/or amendment is effected in accordance with the
provisions of the Scheme relating to the modification and/or
amendment and to do all such acts and to enter into all such
transactions, arrangements and agreements as may be necessary or
expedient in order to give full effect to the Scheme;
(c) to allot and issue from time to time during the duration of
the Scheme such number of new ordinary shares in the share
capital of the Company as may be required to be issued pursuant
to the exercise of the options under the Scheme provided that
the aggregate number of shares to be allotted and issued
pursuant to this Resolution shall not exceed ten percentum (10%)
of the total issued and paid-up ordinary share capital of the
Company at any one time during the existence of the Scheme;
(d) to consent to and to adopt, such conditions, modifications
and/or variations as may be required or imposed by the relevant
authorities in respect of the Scheme; and
(e) without limiting the generality of paragraph (d) above, to
consent to and adopt such conditions, modifications and/or
variations as may be required or imposed by the relevant
authorities and/or as the Board of Directors may deem necessary
in the best interest of the Company in respect of the Scheme
and/or the Bye-Laws of the Scheme."
ORDINARY RESOLUTION 4
PROPOSED ALLOCATION OF OPTIONS UNDER THE SCHEME TO MIRZAN
MAHATHIR, THE EXECUTIVE CHAIRMAN OF PERSISTEM SDN BHD, A
SUBSIDIARY COMPANY OF ARTWRIGHT MARKETING SDN BHD, WHICH IS A
WHOLLY-OWNED SUBSIDIARY COMPANY OF AHB
"THAT, subject to the approvals of the relevant authorities and
the passing of Ordinary Resolution 3, the Company and the Board
of Directors be and are hereby authorised at any time, and from
time to time, to offer and to grant to Mirzan Mahathir, a full-
time salaried Executive Chairman of Persistem Sdn Bhd, a
subsidiary company of Artwright Marketing Sdn Bhd, which is a
wholly-owned subsidiary company of AHB, options to subscribe for
new ordinary shares of RM1.00 each in the Company under the
Scheme PROVIDED THAT:
(i) not more than 50 percent of the new ordinary shares of
RM1.00 each in the Company available under the Scheme are
allotted, in aggregate, to eligible employees who are executive
directors and members of the senior management of the Company
and its subsidiary companies;
(ii) not more than 10 percent of the new ordinary shares of
RM1.00 each in the Company available under the Scheme are
allotted, in aggregate, to any individual executive director or
eligible employee who, either singly or together with his
associates holds 20 percent or more of the issued ordinary share
capital of the Company; and
Subsequently, upon the exercise of the options by the
aforementioned Executive Chairman, to issue and allot to him
from time to time such number of shares as may be subject to
acceptance by him, subject always to such terms and conditions
and/or adjustments which may be made in accordance with the
provisions of the Bye-Laws of the Scheme."
ORDINARY RESOLUTION 5
PROPOSED ALLOCATION OF OPTIONS UNDER THE SCHEME TO YONG YOKE
KEONG, THE MANAGING DIRECTOR OF AHB
"THAT, subject to the approvals of the relevant authorities and
the passing of Ordinary Resolution 3, the Company and the Board
of Directors be and are hereby authorized at any time, and from
time to time, to offer and to grant Yong Yoke Keong, a full-time
Managing Director of the Company, options to subscribe for new
ordinary shares of RM1.00 each in the Company under the Scheme
PROVIDED THAT:
(i) not more than 50 percent of the new ordinary shares of
RM1.00 each in the Company available under the Scheme are
allotted, in aggregate, to eligible employees who are executive
directors and members of the senior management of the Company
and its subsidiary companies;
(ii) not more than 10% of the new ordinary shares of RM1.00 each
in the Company available under the Scheme are allotted, in
aggregate, to any individual executive director or eligible
employee who, either singly or together with his associates
holds 20% or more of the issued ordinary share capital of the
Company; and
Subsequently, upon the exercise of the options by the
aforementioned Managing Director, to issue and allot to him from
time to time such number of shares as may be subject to
acceptance by him, subject always to such terms and conditions
and/or adjustments which may be made in accordance with the
provisions of the Bye-Laws of the Scheme."
ORDINARY RESOLUTION 6
PROPOSED ALLOCATION OF OPTIONS UNDER THE SCHEME TO YONG CHEW
KEAT, AN EXECUTIVE DIRECTOR OF Artwright Technology Sdn Bhd
(ATSB), A WHOLLY-OWNED SUBSIDIARY COMPANY OF AHB
"THAT, subject to the approvals of the relevant authorities and
the passing of Ordinary Resolution 3, the Company and the Board
of Directors be and are hereby authorised at any time, and from
time to time, to offer and to grant to Yong Chew Keat, a full-
time Executive Director of ATSB, a wholly-owned subsidiary
company of AHB, options to subscribe for new ordinary shares of
RM1.00 each in the Company under the Scheme PROVIDED THAT:
(i) not more than 50 percent of the new ordinary shares of
RM1.00 each in the Company available under the Scheme are
allotted, in aggregate, to eligible employees who are executive
directors and members of the senior management of the Company
and its subsidiary companies;
(ii) not more than 10 percent of the new ordinary shares of
RM1.00 each in the Company available under the Scheme are
allotted, in aggregate, to any individual executive director or
eligible employee who, either singly or together with his
associates holds 20% or more of the issued ordinary share
capital of the Company; and
Subsequently, upon the exercise of the options by the
aforementioned Executive Director, to issue and allot to him
from time to time such number of shares as may be subject to
acceptance by him, subject always to such terms and conditions
and/or adjustments which may be made in accordance with the
provisions of the Bye-Laws of the Scheme."
FIBERCORP: Voluntary Winding-Up Planned
---------------------------------------
Pan Malaysia Holdings Berhad (PMH) announced that the
shareholders of Fibercorp (Sarawak) Sdn Bhd had on January 9,
2002 resolved to wind up Fibercorp by way of a members'
voluntary winding-up and to appoint Mr Venkiteswaran Sankar as
the Liquidator.
DETAILS OF FIBERCORP
Fibercorp, a 55 percent-owned subsidiary of Pengkalen Comtec Sdn
Bhd (in liquidation), which is a 55 percent-owned subsidiary of
PMH, is a private limited company incorporated in Malaysia on
April 20, 1994. Fibercorp is dormant since incorporation.
The cost of Pengkalen Comtec Sdn Bhd's investment in Fibercorp
is RM55,000.00.
EFFECTS OF THE WINDING-UP
The Winding-Up is not expected to have any material effect on
the operations, earnings and net liabilities of the PMH Group.
RATIONALE
The Winding-Up is part of PMH's continuing rationalization
efforts to divest and wind up non-core businesses and focus on
financial services activities, primarily in stock brokering.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the Directors, major shareholders and persons connected
with the Directors and major shareholders of PMH has any
interest, direct or indirect, in the Winding-Up.
GADEK BERHAD: Enters Conditional Restructuring Agreement
--------------------------------------------------------
In response to announcement to the Kuala Lumpur stock
exchange by Malaysian International Merchant Bankers Berhad on
behalf of the Board of Directors of DRB-Hicom Berhad in relation
to a proposed debt restructuring exercise of Gadek (Malaysia)
Berhad, a wholly owned subsidiary of DRB-Hicom Berhad
The Board of Directors of DRB-HICOM Berhad (DRB-HICOM or the
Company) has authorized Malaysian International Merchant Bankers
Berhad (MIMB) to release the following announcement for and on
behalf of the Board of Directors of the Company:
1. INTRODUCTION
1.1 The Board of Directors of DRB-HICOM is pleased to announce
to the Kuala Lumpur Stock Exchange (KLSE) that Gadek (Malaysia)
Berhad (Gadek), a wholly-owned subsidiary of DRB-HICOM, has,
with the assistance of the Corporate Debt Restructuring
Committee, concluded its negotiations and entered into a
conditional debt restructuring agreement dated January 9, 2002
(DRA) with eighteen (18) lenders (Lenders), to restructure and
settle the total principal debts together with interest accruing
thereon as at December 15, 2001 (or such other date as the
Lenders may agree) (Cut-Off Date) owing by Gadek to the Lenders
(Proposed Debt Restructuring).
2. DETAILS OF THE PROPOSED DEBT RESTRUCTURING
2.1 The debts to be restructured and settled pursuant to the
Proposed Debt Restructuring amount, in aggregate, to
approximately RM1,112.3 million as at the Cut-Off Date, and
comprises principal debt amounts of approximately RM989.1
million and estimated interests accruing thereon (up to and
including the Cut-Off Date) of approximately RM123.2 million.
2.2 Set out hereunder is a summary of some salient terms of the
DRA:
2.2.1 Under the DRA, the aforesaid debts are to be restructured
and settled in the following manner:
(a) Proposed cash payments (not later than 28 February 2002) of
an amount of RM240.4 million (Cash Payment) as follows:
(i) RM210.4 million (from expected cash proceeds from the
proposed disposal by DRB-HICOM and Gadek of ordinary shares of
RM1.00 each (shares) held by them, representing 46 percent and
54 percent equity interests respectively, in Gadek Capital
Berhad, hereinafter referred to as the "Gadek Share Disposal")
is proposed to be paid as follows:
ú approximately RM111.3 million is to be paid towards redemption
of part of the said shares in Gadek Capital Berhad (which are
being disposed) which were charged as security for a credit
facility granted to Gadek; and
ú approximately RM99.1 million is to be paid to secured and
partially-secured Lenders, on a pro-rata basis, with reference
to the values of the securities held by them in relation to
their respective debts; and
(ii) RM30.0 million (from internally generated funds) is
proposed to be paid to the Lenders on a pro-rata basis, with
reference to the quantum of the balance of their respective
debts.
The Proposed Debt Restructuring scheme is conditional upon the
completion of the Gadek Share Disposal.
(b) Proposed conversion of the remaining portion of debts
amounting to approximately RM871.9 million into three (3)
different debt instruments (Conversion) as follows:
(i) 70 percent of the remaining debt owing to the secured
Lenders and the secured portion of the debt owing to the
partially secured Lenders (not settled by the proposed cash
payments per (a) above) amounting to approximately RM485.7
million shall be satisfied by an issue of three (3) classes of
redeemable secured loan stocks (RSLS), namely, RSLS A, RSLS B
and RSLS C;
(ii) 30 percent of the remaining debt owing to the secured
Lenders and the secured portion of the debt owing to the
partially secured Lenders (not settled by the proposed cash
payments per (a) above) amounting to approximately RM208.2
million shall be satisfied by an issue of three (3) classes of
redeemable exchangeable secured loan stocks ("RESLS"), namely,
RESLS A, RESLS B and RESLS C; and
(iii) 100% of the debt owing to the unsecured lenders and the
unsecured portion of the debt owing to the partially secured
lenders amounting to approximately RM178.0 million shall be
satisfied by an issue of redeemable exchangeable unsecured loan
stocks (REULS).
The issuance of each class of RSLS, RESLS and REULS is inter-
conditional upon the issuance of all the other classes of RSLS,
RESLS and REULS.
2.2.2 No interest shall be chargeable by the Lenders on the
debts owing by Gadek from the date which is one (1) day after
the Cut-Off Date up to and including the debt conversion date or
May 15, 2002, whichever is the earlier (Interest Waiver).
2.2.3 The Lenders have agreed to refrain from, amongst others,
demanding repayment from Gadek of their respective debts and
instituting any legal proceedings against Gadek during a
standstill period commencing on the date of the DRA and expiring
on (a) the debt conversion date; or (b) the date of declaration
of an event of default or termination of the DRA, whichever is
earlier.
Further details http://announcements.klse.com.my/
GOLDEN HOPE: Acquires Unimills BV In Netherlands
------------------------------------------------
Golden Hope Plantations Berhad announced that Golden Hope
Netherlands BV (Golden Hope Netherlands/Purchaser), a company
incorporated in the Netherlands, on January 8, 2002 signed a
Business Sale Agreement (BSA) with Unimills BV (Unimills/Seller)
for the sale of the Business of Unimills located at Zwijdrecht,
the Netherlands for a total cash consideration of EURO 60
million (the acquisition). Unimills is a wholly owned subsidiary
of Unilever Nederland BV (UNILEVER) and operates an edible oils
refinery.
Golden Hope Netherlands is a wholly owned subsidiary of Golden
Hope Overseas Sdn Bhd (Golden Hope Overseas), which in turn is a
wholly-owned subsidiary of Golden Hope Plantations Berhad
(Golden
Hope).
1. RATIONALE FOR THE ACQUISITION
The Acquisition is in line with Golden Hope's existing strategy
to expand and diversify in order to achieve larger market share
and growth. Hence, the Acquisition is synergistic with its
strategic master plan to support its food-based industry
globally. Specifically, the Acquisition will enable Golden Hope,
1.1 To acquire know how and expertise
Unimills is an established company with good in-house technology
and edible oils and fats expertise. Unimills currently produces
an extensive variety of products. The production knowledge to be
acquired is invaluable to Golden Hope.
1.2 To have market accessibility and penetration into Europe
The Acquisition is consistent with Golden Hope's market
positioning to be a global company. Unimills has an excellent
name in the European market place and coupled with Golden Hope's
strength in producing high quality crude palm oil, Unimills will
be able to produce higher-grade products and significantly
become the preferred supplier in Europe. Additionally, through
the Acquisition, Golden Hope will be able to gain immediate new
market access for its products.
1.3 To increase its earnings
The Acquisition will contribute to Golden Hope's future
earnings.
2. DETAILS OF THE ACQUISITION
2.1 Information on Unimills, Unilever, Golden Hope Netherlands,
Golden Hope Overseas and Golden Hope
a. Unimills
Unimills is a private limited company incorporated in the
Netherlands and is principally involved in the processing of
edible oils and fats i.e. refining, hydrogenating, and
enhancing/modifying crude vegetable oils and fats into end
products mainly for the food industry. The main raw materials
used by Unimills are; Tropical oils and Soft oils. Unimills is
currently the second largest oil refinery in Europe and has a
strong presence in the Netherlands, Germany, France and Belgium.
b. Unilever
Unilever is an Anglo Dutch public listed company and is the
legal and beneficial owner of the entire issued and paid up
capital of Unimills. Unilever is principally involved in the
food and consumer products business. Unilever had announced on
June 27 2001 of its intention to sell Unimills in line with its
overall growth strategy and the development of its 400 existing
leading brands.
c. Golden Hope Netherlands
Golden Hope Netherlands was incorporated in the Netherlands as a
private limited company on December 14 2001 and is a wholly
owned subsidiary of Golden Hope Overseas. Its present authorised
share capital is EURO90,000, and its paid up share capital is
EURO 18,000.
d. Golden Hope Overseas
Golden Hope Overseas was incorporated in Malaysia as a private
limited company under the Companies Act1965 on January 24,
1991.The authorised share capital of Golden Hope Overseas is
RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each,
of which 3,500,000 ordinary shares of RM1.00 each have been
issued and fully paid up. Golden Hope Overseas is a wholly owned
subsidiary of Golden Hope.
e. Golden Hope
Golden Hope was incorporated in Malaysia as a private limited
company under the Companies Act 1965 on November 3 1986 under
the name of Peddie Plantations Sdn Bhd. It subsequently changed
its name to Harrisons Plantations Sdn Bhd on November 22
1990.Golden Hope was listed on the Main Board of the Kuala
Lumpur Stock Exchange (KLSE) on October 1 1982.
The authorized share capital of Golden Hope is RM5,000,000,000
comprising 5,000,000,000,ordinary shares of RM1.00 each of which
1,026,032,499 ordinary shares of RM1.00 each have been issued
and fully paid up as at December 31 2001. Golden Hope is
principally involved in 4 distinct core activities, namely, agro
business, property development, industries and international
business operations.
2.2 Payment Terms
Pursuant to the BSA, Golden Hope Netherlands shall purchase from
Unimills the entire legal and beneficial ownership in the
Business of Unimills as a going concern as relates exclusively
to the storing, refining, and blending or otherwise, processing
of edible oils and the production and sale of certain catalysts
carried on by Unimills (excluding the business related to the
production and sale of lecithin) free from all encumbrances
comprising all the Assets relating to the Business spelt and
defined therein for a total cash consideration of EURO 60
million (consideration).
Payment for the Consideration is at Completion (as defined in
the BSA), which is January 8, 2002.
2.3 Source of Funding
The Acquisition will be financed on the basis of 70% borrowed
funds and 30% internally generated funds. Golden Hope has
obtained financing from an offshore bank.
2.4 Basis of determining purchase Consideration
The Consideration for the Acquisition was arrived at on a
willing seller willing buyer basis after taking into account the
valuation of Unimills as a going concern based on net tangible
assets (NTA), valuation of the machinery and equipment by an
independent valuer, Troostwijk Taxaties B V, of Netherlands, the
valuation of the Business by Arthur Andersen Accountants,
Netherlands, valuation of the realty assets by DTZ, and the
earnings potential of the Business.
3. EFFECTS OF ACQUISITION
3.1 Share Capital
The Acquisition is not expected to have a material effect on
Golden Hope's share capital for the financial year ending June
30, 2002.
3.2 NTA
The Acquisition is not expected to have a material effect on
Golden Hope's NTA for the financial year ending June 30, 2002.
3.3 Earnings
The Acquisition is expected to contribute to Golden Hope's
earnings for the financial year ending June 30, 2002.
3.4 Substantial Shareholders' Shareholdings
The Acquisition will have no effect on the shareholdings of the
substantial shareholders of Golden Hope.
4 MAJOR SHAREHOLDERS' AND DIRECTORS' INTERESTS
The Acquisition is not deemed as a transaction under paragraph
10.02 of KLSE's Listing Requirements as the Purchaser and the
Vendor are not related parties.
5 DIRECTORS' STATEMENT
Having considered all aspects of the Acquisition, the Directors
of Golden Hope are of the opinion that the Acquisition is in the
best interest of Golden Hope.
6 DOCUMENTS FOR INSPECTION
The salient features of the BSA and the valuation reports
mentioned in paragraph 3.4 above will be made available for
inspection at the registered office of Golden Hope at 13th
Floor, Menara PNB, Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia
during normal business hours from Mondays to Fridays (except
public holidays) for a period of one month from the date of this
announcement.
7 DEPARTURE OF SECURITIES COMMISSION'S GUIDELINES
To the best knowledge of the Company there had not been any
departure from the Securities Commission's Guidelines on the
transaction.
8 APPROVALS REQUIRED
The Acquisition is not subject to the approval of the
shareholders of Golden Hope. Approval of Bank Negara Malaysia
has been obtained for the funding requirements of the
Acquisition.
In accordance with the requirements of Dutch laws, Unimills'
Works Council has been consulted and it has advised in favor of
the acquisition.
9 COMPLETION OF ACQUISITION
The Acquisition was completed on January 8, 2002, the date on
which the BSA was executed.
10 PROSPECTS
The prospects of the Acquisition are as follows:
(i) Golden Hope is currently an integrated plantation company
with a refinery, Golden Jomalina Food Industries Sdn Bhd
(Jomalina) in Malaysia. It is part of the Group's strategy to go
further downstream in the value chain to produce refined
products and be in a position as an ingredient supplier to the
food manufacturers such as margarine.
(ii) The Acquisition will strengthen and enhance Golden Hope's
refinery activities currently undertaken by Jomalina. There will
be a quantum leap in terms of refinery capabilities as there
will be more knowledge of products and value added. The
Acquisition will also bring Golden Hope closer to the customers
in Europe.
(iii) Unimills is managed to world class standards and practices
and is currently ISO 9001 and ISO 14002 certified. It is one of
the worlds top 5 refineries.
(iv) The Acquisition will give Golden Hope market access into
Europe as well as Eastern Europe. Unimills is currently
supplying to countries all over Europe and has an excellent name
in the market place.
(v) The Acquisition will enhance the business relationship
between Golden Hope and Unilever.
11. RISK FACTORS
The Acquisition is subject to normal business risks.
12. ADDITIONAL INFORMATION
12.1 As this exercise involves an asset acquisition, there will
be no effect on the NTA of Golden Hope on completion of the
Acquisition.
12.2 Golden Hope plans to repatriate the profits i.e. in the
form of dividend as soon as the profit is realized from the
business. Further, there is in existence, Double Tax Agreement
(DTA) between Malaysia and The Netherlands.
JOHOR CORP: Creditors To Consider Restructuring Proposal
--------------------------------------------------------
In Johor Corporation Bhd (JCorp)'s January 8 meeting with its
creditors and the Corporate Debt Restructuring Committee (CDRC),
Johor was believed to have made significant progress in its
negotiations with creditors on its restructuring plan, when
creditors reportedly agreed to look into the ailing group's
proposals to restructure more than RM5 billion debts, The Edge
reported Wednesday.
According to the source, "No haircut or details of the
restructuring scheme have been decided at the meeting," and that
the creditors and their representatives were briefed on the
details of the plan and they later agreed to discuss the
proposals put forward at the meeting further.
Large and small creditors will next form a steering committee to
discuss on whether to accept fully the restructuring plan set
out by Jcorp, which sought the CDRC's assistance after it
defaulted on payments of RM400 million for its bonds in
September and also failing to redeem another RM55 million of
bonds, which were guaranteed by the Johor state government.
MALAYSIA RESOURCES: Plan With TV3 Mid-2002 Completion Expected
--------------------------------------------------------------
Malaysian Resources Corporation Bhd (MRCB) Chief Executive
Officer Abdul Rahman Ahmad said the joint restructuring plan of
and its associate company Sistem Televisyen Malaysia Bhd (TV3)
is expected to be completed by mid-2002, with both MRCB and TV3
submitting their joint proposal to relevant authorities within
the next two or three weeks and the exercise expected to be
completed by the middle of this year, PRNewsAsia reported
Wednesday, which cited Bernama. MRCB and TV3 unveiled last
October a joint plan to restructure their debts totaling
Rgt1.281 billion.
Private station TV3's listing status will be retained under a
new company and MRCB will not sell off its stake in TV3, said
Abdul Rahman, who is also executive director of TV3.
MAY PLASTICS: Enters MBO Agreement With QSB
-------------------------------------------
Re: Announcement to the Kuala Lumpur Stock Exchange in relation
to the proposed rescue cum restructuring scheme comprising
composite schemes of arrangement pursuant to Section 176 of the
Companies Act, 1965 and various related Proposals (Proposed
Rescue Scheme)
Further to May Plastics Industries Bhd's (MPI or company)
announcements on July 29, 1999, December 22, 2000, February 27,
2001 and July 31, 2001, MPI announced that the Company had on
January 7, 2002 entered into an agreement (MBO Agreement) with
Quintanilla Sdn Bhd (QSB) for the proposed buy-out by QSB of
certain assets and liabilities of the MPI group for a total cash
consideration of RM9,288,000 (Proposed MBO), based on the
approved terms and conditions of the Securities Commission for
the Proposed Rescue Scheme.
1. DETAILS OF THE PROPOSED MBO
1.1 Pursuant to the MBO Agreement, QSB will buy-out the
following assets and liabilities of the MPI group (MBO Assets)
as at the date the total cash consideration for the MBO Assets
of RM9,288,000 (Consideration) is paid to the agent/trustee of
the Proposed MBO (Agent/Trustee):
(a) Assets
(i) a piece of land held under No. H. S. (D) 60989 No. P.T. Lot
21951 Mukim Batu together with a double-storey factory cum
triple-storey office erected thereon bearing address No. 15
Jalan 113 Kawasan Perindustrian Kepong Baru, 52100 Kuala Lumpur
(Property);
(ii) the entire issued and paid-up share capital of the
subsidiary companies of MPI (MPI Subsidiaries) as given in the
attached Appendix I (Sale Shares); and
(iii) all of MPI's plant, machinery, equipment, motor vehicles,
furniture and fittings, trade debtors, stocks, non-trade
debtors, loans outstanding from MPI Subsidiaries by way of
inter-company balances, loans outstanding from MPI Subsidiaries
by way of inter-company balances to May Packaging Industries Sdn
Bhd (MPCKG), cash in hand/banks (including fixed deposits),
except for the following (Moveable Assets):
the balance of cash receivable from the liquidation of
Meridian Plastic Technology Sdn Bhd; and
fixed deposit of RM500,000 together with all interest earned
thereon.
(b) Liabilities
(i) all the trade creditors, other creditors and accruals, hire
purchase and lease creditors of MPI;
(ii) all the loans outstanding from MPI to MPI Subsidiaries; and
(iii) all the loans outstanding from MPCKG to MPI Subsidiaries,
with the EXCEPTION of the following:-
all bank borrowings of MPI, including those novated to MPI by
MPI Subsidiaries;
all taxes payable by MPI; and
all the loan outstanding from MPI to MPCKG.
1.2 Under the MBO Agreement, the Consideration is payable by QSB
to the Agent/Trustee in the following manner:
(i) 5 percent of the Consideration amounting to RM464,400 is to
be paid upon signing of the MBO Agreement; and
(ii) the remaining 95 percent of the Consideration amounting to
RM8,823,600 is to be paid within six (6) months from the date of
the listing of and quotation for the shares of KSUH Holdings Bhd
(KSUH) on the Second Board of the Kuala Lumpur Stock Exchange.
1.3 It is mutually agreed by both MPI and QSB that:
(a) the Property shall be disposed of on an 'as is where is'
basis free from all caveats, liens, charges and other
encumbrances whatsoever and howsoever and with vacant
possession but subject to all conditions of title and all
restrictions in interest whether express or implied affecting
the same; and
(b) the Sale Shares and Moveable Assets shall be disposed of
free from all charges, liens or other encumbrances whatsoever
and howsoever and with all rights attaching thereto.
1.4 The Consideration will be financed by QSB through bank
borrowings.
1.5 The sale of the MBO Assets by MPI must be paid for and
completed simultaneously, except for the sale of the Property,
which is terminable pursuant to the MBO Agreement, whereupon the
sale of the Moveable Assets and Sale Shares shall,
notwithstanding such termination, proceed and continue to
completion as though they are separate transactions.
1.6 The Proposed MBO forms an integral part of the Proposed
Rescue Scheme and is required to be completed with 6 months from
the listing of and quotation for the KSUH shares in accordance
with the provisions of the MBO Agreement.
2. DOCUMENTS FOR INSPECTION
2.1 A copy of the MBO Agreement is available for inspection
during normal business hours at the registered office of MPI at
Suite 1701, 17th Floor, Wisma Hamzah-Kwong Hing, No. 1 Leboh
Ampang, 50100 Kuala Lumpur within 14 days from the date of this
announcement.
APPENDIX I
Name of Company No. of Effective
Shares Equity
Interest
(%)
Malaysia Paper Carton Manufacturing
Sdn Bhd (Company No. 31119-H) 1,802,500 60.59
May Precision Tools & Die Sdn Bhd
(Company No. 194289-W) 200,000 100.00
May Polyester Films Sdn Bhd
(Company No. 249176-W) 800,000 100.00
May Recycle Technology Sdn Bhd
(Company No. 275809-W) 500,000 100.00
May Sales & Marketing Sdn Bhd
(Company No. 288101-A) 100 100.00
Advance Cycle Resources (M) Sdn Bhd
(Company No. 243089-D) 180,000 60.00
Maypoint Technology Sdn Bhd
(Company No. 442877-X) 2 100.00
May Wilson Holding Limited
(Company No. 486181) 5,000,000 100.00
MYCOM BERHAD: Status Of Default Payment
---------------------------------------
Pursuant to Paragraphs 9.03 and 9.04 (l) of the Listing
Requirements whereby Mycom Berhad(Mycom or the Company) is
required to make a periodic announcement on the status of
default in principal payment in respect of revolving credit
facilities granted to its wholly-owned subsidiaries, Tingkayu
Plantation Sdn Bhd and Pertama Land & Development Sdn Bhd by its
lenders.
Mycom informed that the Company is still in the process of
negotiating for an acceptable solution to the matter, and it
will make a relevant announcement on any new development made in
due course.
SISTEM TELEVISYEN: Mid-2002 Plan Completion Expected
-----------------------------------------------------
Malaysian Resources Corporation Bhd (MRCB) Chief Executive
officer Abdul Rahman Ahmad said the joint restructuring plan of
and its associate company Sistem Televisyen Malaysia Bhd (TV3)
is expected to be completed by mid-2002, with both MRCB and TV3
submitting their joint proposal to relevant authorities within
the next two or three weeks and the exercise expected to be
completed by the middle of this year, PRNewsAsia reported
Wednesday, which cited Bernama. MRCB and TV3 unveiled last
October a joint plan to restructure their debts totaling
Rgt1.281 billion.
Private station TV3's listing status will be retained under a
new company and MRCB will not sell off its stake in TV3, said
Abdul Rahman, who is also Executive Director of TV3.
=====================
P H I L I P P I N E S
=====================
ASB GROUP: Allied Bank Backs Out Of Deal
----------------------------------------
Alllied Banking Corp. has withdrawn from an agreement to write
off the ASB Group of Companies' PhP1.033 billion debt because of
legal impediments, according to the Philippine Daily Inquirer on
Wednesday. Allied Bank said it could not possibly implement the
agreement until after the SEC acts upon other pending petitions
opposing the rehabilitation plan.
"The execution of the agreement may violate (provisions of) the
General Banking Act and rules of the Bangko Sentral ng
Pilipinas," explained Allied in a letter to the ASB group, which
owes PhP3.9 billion to more than 700 individual creditors and
PhP5 billion to various creditor banks.
Allied Bank and ASB earlier forged a memorandum of agreement for
a debt-to-asset swap, where the bank will write off ASB's
liabilities in lieu of real estate assets worth PhP994.74
million. Under the agreement, which was in line with the
rehabilitation program that was designed to relieve the
company's debt problems, Allied Bank committed to withdraw its
claim over certain pieces of ASB property including 73 units in
BSA Suites, 40 units in BSA Mansion, six units in Perla Mansion
and a vacant lot at Pearl Drive, Ortigas Center, Pasig City.
=================
S I N G A P O R E
=================
ACE DYNAMICS: Announces Subsidiary Name Change
----------------------------------------------
The Board of Directors of Ace Dynamics Limited announced on
January 9 that Causeway Industrial Gases Pte Ltd, a subsidiary
of the Company, has changed its name to American Dynamics
Holdings Pte Ltd., but no change in its principal activity.
ADROIT INNOVATIONS: Temasek Holdings Changes Deemed Interest
------------------------------------------------------------
Adroit Innovations Limited posted a notice of changes in
substantial shareholder Temasek Holding's deemed interests:
Date of notice to company: 07 Jan 2002
Date of change of interest: 04 Jan 2002
Name of registered holder: Apsilon Ventures Pte Ltd
Circumstance giving rise to the change: Sales in open market at
own discretion
Shares held in the name of registered holder
No. of shares of the change: (1,124,000)
% of issued share capital: 0.44
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$0.12267
No. of shares held before change: 21,267,000
% of issued share capital: 8.37
No. of shares held after change: 20,143,000
% of issued share capital: 7.93
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 21,267,000
% of issued share capital: 8.37
No. of shares held after change: 20,143,000
% of issued share capital: 7.93
Total shares: 20,143,000
The percentages are computed based on 254,030,178 issued shares
as of September 1, 2002.
ADROIT INNOVATIONS: Director Tehe Kor Lak Changes Interest
----------------------------------------------------------
Adroit Innovations Limited issued a notice of changes in the
interests of one of its directors, namely Tehe Kor Lak. The
changes are detailed in the notice appearing below:
Name of director: Teh Kor Lak
Date of notice to company: 08 Jan 2002
Date of change of interest: 07 Jan 2002
Name of registered holder: Teh Kor Lak
Circumstance giving rise to the change: Sales in open market at
own discretion
Shares held in the name of registered holder
No. of shares of the change: 10,000
% of issued share capital: 0.0039
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$0.135
No. of shares held before change: 1,250,599
% of issued share capital: 0.492
No. of shares held after change: 1,240,599
% of issued share capital: 0.488
Holdings of Director including direct and deemed interest
Deemed Direct
No. of shares held before change: 0 1,250,599
% of issued share capital: 0 0.492
No. of shares held after change: 0 1,240,599
% of issued share capital: 0 0.488
Total shares: 0 1,240,599
The percentages are computed based on 254,030,178 issued shares
as of September 1, 2002.
ADROIT INNOVATIONS: Apsilon Ventures Changes Deemed Interest
------------------------------------------------------------
Adroit Innovations Limited posted a notice of changes in
substantial shareholder Apsilon Ventures Pte Ltd's deemed
interests:
Date of notice to company: 07 Jan 2002
Date of change of interest: 04 Jan 2002
Name of registered holder: Apsilon Ventures Pte Ltd
Circumstance giving rise to the change: Sales in open market at
own discretion
Shares held in the name of registered holder
No. of shares of the change: (1,124,000)
% of issued share capital: 0.44
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee:
No. of shares held before change: 21,267,000
% of issued share capital: 8.37
No. of shares held after change: 20,143,000
% of issued share capital: 7.93
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 21,267,000
% of issued share capital: 8.37
No. of shares held after change: 20,143,000
% of issued share capital: 7.93
Total shares: 20,143,000
The percentages are computed based on 254,030,178 issued shares
as of January 8, 2002.
ASTI HOLDINGS: Appoints Joseph Au As Executive Chairman
-------------------------------------------------------
Mr. Joseph Au, the founder and executive chairman of Asti
Holdings Limited's parent Flextech Holdings, has assumed the
role of executive chairman of Asti on January 2, Business Times
reported on Thursday. Mr. Au, who owns 15.6 percent of Flextech,
which in turn owns 68 percent of ASTI, aims to rescue the
company from the current difficult industry conditions and to
bring it back to profitability.
ASTI, a semiconductor equipment manufacturer, provides services
that include tape and reel, and lead inspection and
conditioning.
HONG LEONG: Posts Announcement Re Foreign Shareholdings
-------------------------------------------------------
Hong Leong Singapore Finance Limited posted an announcement
January 9 stating the percentage of foreign shareholdings in the
issued share capital of the Company.
Foreign Shareholdings
Based on available information and to the best of the Company's
knowledge, IT IS HEREBY ANNOUNCED that in the opinion of the
Directors of the Company, the aggregate foreign shareholdings in
the issued share capital of the Company comprised 18.97 percent
of the issued share capital of the Company as at December 31,
2001.
This percentage includes 162,479 shares, which constitute 0.04
percent of the issued share capital, held by shareholders whose
nationalities the Company is unable to determine positively as
they have not furnished the required information, and 41,420,617
shares representing 9.63 percent of the issued share capital,
which are not beneficially owned or controlled by foreign
persons.
The Directors of the Company have exercised their discretion to
refuse to register the transfer of any shares, which will result
in any shares, not previously categorized as foreign
shareholdings, being so categorized.
ISOFTEL LTD: Issues Profit Warning To Shareholders
--------------------------------------------------
The Directors of iSoftel Ltd (the Company) announced on January
concerning the Group's results for the half year ended June 30,
2001 made on September 30, 2001 wherein the Directors stated,
inter alia, that with the opportunities in China and continued
cost cutting, barring unforeseen circumstances, the Group was
expected to reduce its losses for the second half as compared to
the first half of the financial year ended December 30, 2001
(FY2001).
In anticipation of the Company's announcement of the Group's
results for FY2001, which is expected to be released in March
2002, the Directors deem it appropriate to issue a profit
warning to shareholders.
The Group had taken strong steps to reduce the total operating
costs. However, it is inadequate to offset the drastic decline
and overcapacity in the telecommunications industry, which has
also severely affected the turnover in the second half of FY
2001.
Hence, the Directors expect losses for the second half of FY2001
to be higher as compared to the first half.
===============
T H A I L A N D
===============
TIANJIN AUTOMOTIVE: Group Completes Restructuring
-------------------------------------------------
Tianjin Automotive Industry Group, the parent company of Tianjin
Automotive Xiali Co Ltd, has completed restructuring
necessitated by the conversion of some of its debts into equity.
After the restructuring, China Huarong Asset Management Corp has
a 6.21 percent stake in the group, while China Cinda Asset
Management Corp has a 6.06 percent stake and the Tianjin
Municipal Economic Committee owns the remaining 87.73 percent
stake, PRNewsAsia reported Wednesday.
SIAM PULP: Now Holds 61.26% In Phoenix Pulp
-------------------------------------------
Siam Pulp & Paper Plc (SPP), in a statement, said it now holds
73.50 million shares or 61.26 percent in Phoenix Pulp & Paper
Plc following a recent tender offer. SPP purchased 6.73 million
preferred shares and 36.79 million common shares of Phoenix Pulp
Paper at the tender offer, PRNewsAsia reported Wednesday.
Prior to the tender offer to purchase 7.05 million preferred
shares and 82.96 million common shares at Bt48 per share, SPP
held 2.75 million preferred shares and 27.22 million common
shares in Phoenix Pulp Paper.
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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