/raid1/www/Hosts/bankrupt/TCRAP_Public/020114.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 14, 2002, Vol. 5, No. 9
Headlines
A U S T R A L I A
ANACONDA NICKEL: AGM Resolutions Passed
AUSTRALIAN VINYLS: Orica, PolyOne Selling Plastics Business
EDCOM REAL: Former Receiver Faces Embezzlement Charges
FINANCIAL OPTIONS: Under Provisional Liquidation
GOODMAN FIELDER: Replies ASX's Price Query
NORMANDY MINING: AngloGold Receives Strong Acceptances For Offer
TRITON CORPORATION: Issues Recapitalization Update
UECOMM LIMITED: CEO On 2001 Loss & 2002 Outlook
C H I N A & H O N G K O N G
EVERIN (HONG KONG): Winding Up Sought By Jones Lang
GUANGDONG INTERNATIONAL: January 30th Hotel Public Sale Planned
HINET HOLDINGS: Price, Turnover Movements Inexplicable
LUEN YI: Hearing of Winding Up Petition Set
MEDWONDER SYSTEM: Winding Up Petition Slated For Hearing
SOON POLICY: Petition To Wind Up Heard
U D I INDUSTRIAL: Winding Up Petition Hearing Set
I N D O N E S I A
GREAT RIVER: Reaches Debt Workout Agreement With Creditors
PELABUHAN INDONESIA: Pefindo Withdraws MTN Rating
J A P A N
DAIEI INC: ETI Vice Minister Urges Effective Restructuring Plan
DAIEI INC: S&P Lowers Corp Credit Rating To 'CCC'-Minus-Pi
FUJITSU LTD: Cutting Chip Plant Working Hours By One Third
FUJITSU LTD: Liquidation Planned For Ireland Printer Subsidiary
MATSUSHITA ELECTRIC: Turning Group Firms Into Wholly Owned Units
MYCAL CORP: Ends Clearance Sale After Two Days
K O R E A
DAEWOO MOTOR: Labor Dispute Poses No Threat To Daewoo, GM Deal
HYNIX SEMICONDUCTOR: Expects MOU With Micron On Jan 21
HYNIX SEMICONDUCTOR: Micron Proposes $1.5-2B For Hynix Assets
HYUNDAI ENGINEERING: Places W153.3B In Bonds With KDB
SAMSUNG ELECTRONICS: Raises Chip Prices By 25%-30%
M A L A Y S I A
ARTWRIGHT HOLDINGS: EGM Scheduled For January 25
MBF CAPITAL: Enters Proposed Disposal SPA With FOS
MBF HOLDINGS: Proposes Schemes Of Arrangement
MECHMAR CORPORATION: Updates Defaulted Payment Status
NCK CORPORATION: Units Enter Sale Of Shares Agreement
PICA (M) CORP.: Proposes Articles Of Association Adoption
S P SETIA: Obtains Need Statement From Govt Through JKR
SOUTHERN PLASTIC: Still In Principal, Interest Default
TAT SANG: Updates Defaulted Banking Facilities
UH DOVE: Subsidiary Disposes HWGB Investment
P H I L I P P I N E S
COSMOS BOTTLING: New Owners To Buy Out Minority Shareholders
COSMOS BOTTLING: RFM, Cosmos Settle P1.25B Debt Papers
VICTORIAS MILLING: Staff Retrenchments Cost P100M
S I N G A P O R E
BOUSTEAD SINGAPORE: Buys Additional Shares In EasyCall Int'l
FHTK HOLDINGS: Oversea-Chinese Banking Changes Deemed Interest
OAKWELL ENGINEERING: Clarifies Debt Restructuring Plan
SPH ASIAONE: Court Sanctions Restructuring Scheme
VIKAY INDUSTRIAL: Court Releases Co From Judicial Management
T H A I L A N D
SINO-THAI ENGINEERING: SET Suspends Stock Trading
THAI HEAT: Business Reorganization Petition Filed In Court
THAI TELEPHONE: SET Grants Listed Securities
WONGPAITOON GROUP: Posts Add'l Business Reorg Plan Info
- - - - - - - -
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A U S T R A L I A
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ANACONDA NICKEL: AGM Resolutions Passed
---------------------------------------
Anaconda Nickel Limited (Anaconda) advised that each of the
resolutions put forth at the Annual General Meeting of security
holders held Wednesday was passed on a show of hands.
In accordance with section 251 AA(2) of the Corporations Act
listed below are the required details of the proxies received
for each of these resolutions.
RESOLUTIONS 1 SHAREHOLDER APPROVAL OF SALE OF NICKEL AND COBALT
BY MURRIN MURRIN HOLDINGS PTY LTD TO GLENCORE INTERNATIONAL AG
I. Proxies in favor of resolution 157,407,292
II. Proxies against the resolution 1,653,921
III. Proxies abstaining from voting 37,690
IV. Discretionary 2,053,567
Total proxies received 161,152,470
RESOLUTION 2 SHAREHOLDER APPROVAL OF SALE OF COBALT BY MURRIN
MURRIN HOLDINGS PTY LTD GLENCORE INTERNATIONAL AG
I. Proxies in favor of resolution 157,383,892
II. Proxies against the resolution 1,653,921
III. Proxies abstaining from voting 37,690
IV. Discretionary 2,076,967
Total proxies received 161,152,470
AUSTRALIAN VINYLS: Orica, PolyOne Selling Plastics Business
-----------------------------------------------------------
Orica Limited and PolyOne Corporation, USA announced Friday the
closure of the Altona Plant and the planned sale of their joint
venture plastics business, Australian Vinyls Corporation (AVC).
The sale to a Consortium led by the former managing director of
AVC, Mr Murray Winstanley, and supported by a group company of
CPH Investment Corp will become effective on 15 February 2002.
The value of the sale is $40m of which $10m will be deferred.
There is an additional performance payment after a period of
time if target profitability objectives are met.
PricewaterhouseCoopers Investment Banking advised the
consortium.
Orica and PolyOne will retain the Compounds business comprising
plants at Deer Park, Flemington and Mentone.
Orica Managing Director and Chief Executive, Mr Malcolm
Broomhead, said that the vinyls business had recorded losses in
the past two years and that in August, Orica announced a write-
down of its investment in Australian Vinyls. The sale will have
minimal profit impact for Orica.
"This reaffirms our commitment to the best use of shareholder
funds which is a key part of the reform program at Orica based
upon efficiency, culture and strategy," Mr Broomhead said.
"Orica has indicated its intention to sell AVC for some years."
Mr Broomhead said he regretted that 44 employees would lose
their jobs as a result of the Altona plant closure. "The closure
does not reflect on the employees who have given good service
over many years," he said.
* AVC is an Australian poly vinyl chloride (PVC) company jointly
owned by Orica (62.6 percent) and USA company PolyOne (37.4
percent). The company commenced operations in August 1997. AVC's
customers use PVC in the manufacture of pipe for potable water
and sewage, electrical cable, flooring, medical products,
packaging, stationery and footwear.
Further information:
* Contact: Stewart Murrihy, Manager, Corporate Affairs, Orica
Ltd, Tel: 03) 9665 7538 Mob: 0418) 121 064
Web sites: www.Orica.com or www.PolyOne.com
EDCOM REAL: Former Receiver Faces Embezzlement Charges
------------------------------------------------------
John Henderson Jackson of Burnside, South Australia, a former
official liquidator, registered liquidator and auditor, appeared
on Friday in the Adelaide Magistrates Court on seven charges of
making improper use of his position as an officer of a company.
The charges were brought by the Australian Securities and
Investments Commission (ASIC) and are being prosecuted by the
Commonwealth Director of Public Prosecutions.
ASIC alleges that between September 1999 and April 2000, Mr
Jackson improperly used his position as the Receiver of Edcom
Real Estate Pty Ltd (Receiver Appointed) (Edcom) to transfer
$62,050 from Edcom's bank accounts to his own business bank
account with the intention to gain directly or indirectly an
advantage for himself.
The matter has been adjourned until 1 February 2002 for Mr
Jackson to answer the charges.
FINANCIAL OPTIONS: Under Provisional Liquidation
------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), announced Friday that ASIC has
acted to protect the interests of investors and creditors of
Financial Options Group Inc Pty Ltd (FOGI) and the Australia
Fund Limited by successfully applying for the companies to be
placed into provisional liquidation.
The Supreme Court of New South Wales has appointed Mr Peter
Murray Walker of Ferrier Hodgson as provisional liquidator of
FOGI and Australia Fund Limited.
FOGI operated an investment and futures business and is the
major shareholder of Australia Fund Limited. ASIC announced an
investigation into alleged deficiencies within that business on
4 January 2002.
ASIC has also obtained interim orders freezing the assets of the
two directors of FOGI, Messrs Robert Geoffrey Walker and Robert
Gary Johnstone, which prevents them from disposing of any
personal assets.
As part of the orders, Mr Johnstone is prohibited from leaving
Australia without the prior consent of the Court. Mr Walker, who
is currently overseas, will also upon his return to Australia,
be prohibited from leaving the country without the prior consent
of the Court.
This matter will return for further hearing before the Supreme
Court of New South Wales on 16 January 2002.
On 9 January 2002, Yesterday, ASIC placed an interim stop order
on the Australia Federation Funds prospectus dated 2 February
2001, issued by the Australia Fund Limited and relating to
interests in the Australian Federation Fund 2001, Australian
Federation Fund 2010 and the Australian Federation Fund 2020.
The interim stop order prevents the offer, issue, sale or
transfer of securities under the prospectus
ASIC was concerned that the prospectus may be misleading or
deceptive, following the appointment of a Mortgagee in
Possession to the property of FOGI and the resignation of four
Australia Fund Limited directors on 23 December 2001.
ASIC's investigation into FOGI is continuing and no further
comment will be made at this time.
GOODMAN FIELDER: Replies ASX's Price Query
------------------------------------------
Goodman Fielder Limited, in response to ASX's Wednesday 9
January 2002 regarding a price query, confirmed:
" 1. As announced previously to the market, Goodman Fielder
Limited's Strategic Action Plan is on track and early signs
indicate that our performance is improving. Goodman Fielder
Limited's Strategic Action Plan, which we are aggressively
pursuing, focuses on our strong retail branded products and on
simplifying and streamlining our business to improve returns to
shareholders.
Goodman Fielder is committed to improving returns to its
shareholders and has made substantial changes to that end as
part of its Strategic Action Plan. For example, last year we
announced the sale of non-core assets and a share buy-back as
part of our capital management program, we now have a new CEO at
the helm, we have renewed our Board and are in the process of
seeking a new Chairman.
There are no events, apart from those which the Australian Stock
Exchange has already been advised of, which we are aware of that
would have a material effect on the price or value of Goodman
Fielder Limited securities.
2. Goodman Fielder Limited confirms that there is no additional
disclosure required under listing rule 3.1 further to the
statements made at the Goodman Fielder Limited Annual General
Meeting in November 2001.
3. Goodman Fielder Limited confirms that there is no additional
disclosure required under listing rule 3.1 further to the
statements made at the Goodman Fielder Limited Annual General
Meeting in November 2001.
4. There are no events, apart from those which the Australian
Stock Exchange has already been advised of, which we are aware
of that would have a material effect on the price or value of
Goodman Fielder Limited securities.
5. Goodman Fielder Limited confirms that it is in compliance
with the listing rules and, in particular, listing rule 3.1. "
NORMANDY MINING: AngloGold Receives Strong Acceptances For Offer
----------------------------------------------------------------
AngloGold has received strong acceptances for its offer for
Normandy Mining Limited on Friday, one day before the offer is
scheduled to close.
Acceptances were received by the close of business in Australia
on Friday in respect of over 39 million Normandy shares (or 1.7%
of Normandy's issued capital). This brings the total acceptances
received to date to over 2.5% of Normandy's issued capital.
As a result, AngloGold will be filing a substantial shareholder
notice with the Australian Stock Exchange prior to the
commencement of trading on the exchange tomorrow, setting out
precise details of AngloGold's relevant interest in Normandy as
at the end of Friday.
AngloGold is encouraged by this level of tenders into the offer,
which comes a day earlier than anticipated and which indicates
substantial market support for the AngloGold offer.
AngloGold's offer is scheduled to close tomorrow, Friday, 11
January 2002 at 19:00 Sydney time (03:00 US Eastern time and
08:00 London time).
TRITON CORPORATION: Issues Recapitalization Update
--------------------------------------------------
J R Lindholm, Deed Administrator of Triton Corporation Limited
(Triton), informed that in accordance with the Deed of Company
Arrangement Cullen Capital Pty Ltd (Cullen Capital) were engaged
to prepare an Information Memorandum seeking investors in the
recapitalization of Triton.
Advertisements were placed in The Australian Financial Review on
26 September 2001 and 5 October 2001, which resulted in over 40
parties expressing interest in Triton.
On 26 November 2001, a Recapitalization, Agreement was executed
between Triton and a Syndicate of investors (Syndicate)
consisting of:
i. Mr Hugh Warner
ii. Mr David Steinepreis
iii. Mr Gary Steinepreis
iv. Australian Heritage Nominees Pty Ltd
The Syndicate propose to restructure and recapitalize Triton, in
order that it continues its existing mineral exploration
business.
The Syndicate will also seek the reinstatement of Triton's
securities to official quotation on the Australian Stock
Exchange (ASX) subject to shareholder approval.
CREDITORS APPROVAL OF RECAPITALISATION AGREEMENT
On 19 December 2001, a meeting of creditors was convened to
receive an update on the Administration and to vary the terms of
the Deed of Company Arrangement.
At this meeting creditors approved the variation of the Deed of
company Arrangement to reflect the terms of the Recapitalization
Agreement.
RECAPITALIZATION AGREEMENT
A summary of the main provisions in the Recapitalization
Agreement between Triton and the Syndicate is detailed below:
CONSIDERATION
Payment of $400,000 by the Syndicate to the Deed Administrators
towards the costs of the Deed Administrators, the costs of
Cullen Capital and the full satisfaction of creditor claims.
CONSOLIDATION OF EXISTING SHARE CAPITAL
An AGM will be convened for shareholders to approve the
consolidation of Triton's existing share capital on the
following basis:
i. A 7.5:1 consolidation of the existing share capital
resulting in an issued capital of approximately 40,710,027
shares.
ii. A consolidation of existing options over unissued shares
on a 7.5.1 basis, with the excise price after the consolidation
being increased by a multiple of 7.5 times.
ii. The Syndicate to procure the subscription of securities
totaling $1,426,000, which represents a total of 82.7 percent of
the issued capital of Triton after the consolidation of existing
share capital.
NEW BOARD
The Syndicate to nominate a new Board of Directors, with the
existing Board of Directors (detailed below) to be removed.
1. Ronald Garry Yost
2. Peter Vivian Benson Caldwell
3. Richard John Haren
TRITON AND ITS SUBSIDIARIES TO RETAIN MINING AND MINERAL ASSETS
Triton and its subsidiaries, namely Millennium Minerals Limited,
Millennium Minerals (Operations) Pty Ltd and Copperwell Pty Ltd,
to retain its mining and mineral assets.
NOTICES TO SHAREHOLDERS
Further details of the Recapitalization proposal together with
notices of Triton's Annual General Meeting will be issued to all
shareholders in the week commencing 14 January 2001.
These documents will also be lodged on the ASX Companies
Announcements Platform on Friday 11 January 2001.
UECOMM LIMITED: CEO On 2001 Loss & 2002 Outlook
-----------------------------------------------
Uecomm Limited posted its open briefing with
corporatefile.com.au:
corporatefile.com.au
Uecomm recently forecast a $59 million loss (including $45
million in non-recurring losses) for the year to December 2001.
You are targeting an EBITDA positive position in the March
quarter 2002. What capex expectations do you have and will you
need to draw down further on the $80 million facility provided
by United Energy Limited?
CEO Peter McGrath
We're targeting an EBITDA positive position in the first quarter
of 2002 and expect this to continue as our restructuring efforts
from 2001 take effect.
Further draw downs on the $80 million funding facility from
United Energy will be needed to fund customer connections and
working capital requirements.
Our capex budget for 2002 is approximately $20 million and the
bulk of this relates to new customer connections. All new
connections need to pass stringent payback and internal rate of
return criteria. This ensures each new customer connection is
profitable and any capital outlay is recouped in the short term.
Capex in 2002 will depend on the number of new customers
connected to the core network. As you know, the core strategic
network build is now complete.
corporatefile.com.au
Over the last year Uecomm's workforce has been reduced from 230
to 120 people. Previously, management indicated operating costs
were around $2 million per month. Are you now tracking at that
level?
CEO Peter McGrath
The mid-year guidance was that operating costs were about $2
million per month. No previous guidance was given regarding cost
of sales.
The organizational restructuring has enabled us to reduce both
our monthly operating costs and our cost of sales. Since
reducing staff numbers and network costs from other
telecommunications carriers, we are forecasting average opex
plus cost of sales of less than $3 million per month for 2002.
Staff reductions have come about by exiting the non-core
businesses of Unite, Ueaccess and Vialight and by outsourcing
construction and decreasing corporate overheads.
corporatefile.com.au
Revenue in the six months to June 2001 was $16.5 million. Your
recent statement forecasts revenue of $33 million for the full
year to December 2001, implying $16.5 million in the six months
to December. What strategy will you employ to grow revenue in
2002?
CEO Peter McGrath
Two strategies underpin our new sales and marketing plan -
increasing the returns from our established network by expanding
sales of existing products and enhancing our distribution
channels.
Previously, a large percentage of our revenue came from building
network infrastructure for other carriers. With the downturn in
the telco sector, new sources of revenue must be explored.
Now we're placing much greater emphasis on selling our existing
product set. This includes our flagship Gigabit Ethernet (GigE)
service, broadband internet solutions and high-capacity fiber-
based connectivity solutions used in areas such as disaster
recovery and private networks. We have a competitive advantage
in these areas due to our extensive network coverage and early-
to-market position with leading-edge data products.
We have a high level of technical and operational know-how and
experience with large-scale data networks and innovative based-
based data products. In this sense, we're more of a wholesale
infrastructure provider than a retailer.
The key customer segments we're targeting are the corporate,
government and wholesale sectors. We market our services
directly to only a small segment of the high-end corporate and
government marketplace and sell indirectly via other service
providers and information technology and telecommunications
(IT&T) companies.
In 2002, we'll be increasing our level of partnering with
service providers and IT&T companies as we're only tapping a
small segment of this market currently.
corporatefile.com.au
Are you prepared to provide any revenue forecasts?
CEO Peter McGrath
Not at this stage. We believe it's critical to our share market
credibility to demonstrate we can hit some positive numbers
soon. As the new strategy and business plan take effect in 2002,
we'll be able to provide revenue and growth guidance.
corporatefile.com.au
What's been the traditional mix in Uecomm revenue and how might
that change into 2002?
CEO Peter McGrath
Approximately 60:40 between the wholesale and the corporate
markets. We think the mix will remain around these levels, or
perhaps increase slightly on the wholesale side in 2002.
By wholesale we mean sales to partners or resellers as well as
other carriers. We see the better use of partnering as critical
to extending our market penetration.
corporatefile.com.au
Why would you expect the wholesale component to grow given the
current environment?
CEO Peter McGrath
Current estimates of Australia's data market have it around the
$4 billion mark, with some analysts indicating it could be as
large as $7 billion. In September 2001, Merrill Lynch forecast
the Australian data market would have a compound annual growth
rate of about 11 percent from 2001 to 2003. The two major telcos
currently have about 95 percent of the market.
The wholesale market for Uecomm consists of sales to other
service providers and IT&T partners, as I explained earlier,
rather than large one-off network builds for new carriers. We
expect that by utilizing these service providers and IT&T
partners, we can increase penetration into our existing market
segments. We're also confident of being able to pick up some of
the organic market growth.
corporatefile.com.au
Can you compete in the corporate market given Telstra's relative
strength?
CEO Peter McGrath
Yes, we believe we can compete effectively based on our product
offering, our network size and location and our high levels of
service.
For example, our flagship GigE product, which we launched in mid
2000, gives us a competitive offering in terms of performance
and price. The beauty of GigE is corporate customers can run it
at any speed from 2 million bits per second (Mbps) to 1 giga
bits per second (Gbps) without technology-media upgrades, which
differentiates it strongly from traditional data products sold
by the major telcos.
We also have one of the largest optic-optic based metropolitan
and CBD broadband networks in the country. The core network has
been strategically laid out in the CBD and metro areas so it's
close to the majority of Australia's major corporate. This puts
us in a unique position in the market.
corporatefile.com.au
What is your target market within the corporate arena?
CEO Peter McGrath
We're directly targeting the top 300 corporate by revenue, as
well as government organizations. These organizations typically
buy data and internet services separately from voice services
due to their large spends and the specificity of their
requirements.
We also service smaller corporate and SME customers via our
wholesale service provider and IT&T partners, who resell our
products or bundle them with their own services.
corporatefile.com.au
What is the outlook for pricing in this area?
CEO Peter McGrath
The market is 90 percent held by Telstra and downward price
pressure is not evident. Our pricing has traditionally been too
aggressive. We're looking to increase prices this month.
corporatefile.com.au
What percentage price increases are you planning?
CEO Peter McGrath
We have a range of corporate products, so it's difficult to be
specific but generally increases of about 20 to 30 percent are
likely.
corporatefile.com.au
What services are you actually selling to the top 300 corporate?
CEO Peter McGrath
We classify the majority of services we sell as corporate
networking. The corporate use these services for inter-office
connectivity via their local area networks or file servers. The
products range from simple data connectivity services (known as
SDH or ATM which are typically 2 Mbps and above) through to more
sophisticated services such as GigE. We also provide more
complex and customized data solutions such as business
continuity services - for disaster recovery- where we connect
into a large number of leading data centers, as well as high-
speed optic-optic based internet access services.
corporatefile.com.au
As part of the $45 million in non-recurring losses, Uecomm's
people telecom investment was written down from $10 million to
$1 million. How was this valuation derived?
CEO Peter McGrath
This was based on an assessment undertaken by management and
external parties. The directors formed their view of the value
of the investment on that advice and on the market values of
similar small and medium telecos. It's consistent with the
revaluation of listed telco stocks by the market.
corporatefile.com.au
Are there any outstanding funding obligations to people telecom?
CEO Peter McGrath
There's no obligation to commit further cash to people telecom.
The only arrangement contemplated is one where we can acquire an
additional 4.9 percent equity interest in people telecom via the
supply of services. This was discussed in March 2001, when we
announced the acquisition of our stake in people telecom.
corporatefile.com.au
In October, people telecom's Chairman, Ron Walker, made a
takeover offer for Uecomm. What is the status of your
relationship with people telecom?
CEO Peter McGrath
Although the relationship hasn't been so successful to date in
increasing our revenue base, we're working closely with people
telecom to improve the situation. people telecom remains a
channel to the SME market for us.
corporatefile.com.au
Thank you Peter.
For more Open Briefings visit www.corporatefile.com.au
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C H I N A & H O N G K O N G
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EVERIN (HONG KONG): Winding Up Sought By Jones Lang
---------------------------------------------------
Jones Lang LaSalle Management Services Limited is seeking the
winding up of Everin (Hong Kong) Limited. The petition was filed
on September 29, 2001, and will be heard before the High Court
of Hong Kong on January 16, 2002 at 10:00 pm. Jones Lang holds
its registered office at 17th Floor, Dorset House, 979 King's
Road, Quarry Bay, Hong Kong.
GUANGDONG INTERNATIONAL: January 30th Hotel Public Sale Planned
--------------------------------------------------------------
Failed trust and investment company, Guangdong International
Trust and Investment Corporation (GITIC), plans to auction the
63-story Guangdong International Hotel again on January 30 for 2
billion yuan (US$241 million), DebtTraders analysts, Daniel Fan
(852-2537-4111) and Blythe Berselli (1-212-247-5300), report.
GITIC also plans to auction the Riverside Hotel for 1.1 billion
yuan (US$133 million). GITIC has so far repaid creditors 3% of
its US$3 billion of debt.
"We believe the disposal effort is a credit positive of the
GITIC 6.75% Bond due '03," say Fan and Berselli.
Guangdong International's 6.750% bonds due on 2003 (GITIC1) are
trading between 14.5 and 16.5. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GITIC1
HINET HOLDINGS: Price, Turnover Movements Inexplicable
------------------------------------------------------
HiNet Holdings Limited has noted the recent increases in the
price and trading volume of the shares of the Company and stated
that the Company is not aware of any reasons for such increases.
The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is or may be of a price-sensitive
nature.
LUEN YI: Hearing of Winding Up Petition Set
-------------------------------------------
The petition to wind up Luen Yi Food Trading Company Limited
will be heard before the High Court of Hong Kong on January 30,
2002 at 10:30 am. The petition was filed with the court on
November 9, 2001 by Lui, Mei Fong of Flat D, 25th Floor, Block
3, Castello, No. 69 Siu Lek Yuen Road, Shatin, New Territories,
Hong Kong.
MEDWONDER SYSTEM: Winding Up Petition Slated For Hearing
--------------------------------------------------------
The petition to wind up Medwonder System Limited is scheduled to
be heard before the High Court of Hong Kong on January 23, 2002
at 9:30 am. The petition was filed with the court on October 11,
2001 by Coca Investment Company Limited whose registered office
is situated at Top Floor, Chinachem Golden Plaza, 77 Mody Road,
Tsimshatsui East, Kowloon, Hong Kong.
SOON POLICY: Petition To Wind Up Heard
--------------------------------------
The petition to wind up Soon Policy Organisers (Management)
Limited was heard before the High Court of Hong Kong on January
9, 2002 at 10:00 am.
The petition was filed with the court on September 11, 2001 by
Bank of China (Hong Kong) Limited (the successor corporation to
The Kwangtung Provincial Bank pursuant to Bank of China (Hong
Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank
of China Tower, 1 Garden Road, Central, Hong Kong.
U D I INDUSTRIAL: Winding Up Petition Hearing Set
-------------------------------------------------
The petition to wind up U D I Industrial Limited is scheduled
for hearing before the High Court of Hong Kong on January 16,
2002 at 10:00 am. The petition was filed with the court on
October 3, 2001 by The Hongkong and Shanghai Banking Corporation
whose head office is situated at No. 1 Queen's Road Central,
Hong Kong.
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I N D O N E S I A
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GREAT RIVER: Reaches Debt Workout Agreement With Creditors
----------------------------------------------------------
Garment maker PT Great River International Tbk has reached an
agreement with its creditors for restructuring of debts worth
US$172.5 million, IndoExchange reports, citing President
Director Sunjoto Tanudjaja's letter to the Jakarta Stock
Exchange (JSX).
The restructuring will be carried out through a debt-to-equity
swap scheme. Part of the debt will be rescheduled for 8 years
without any grace period, Tanudjaja added though declined to
elaborate the composition of share ownerships after the
restructuring.
TCR-AP reported May last year that it planned to use its assets
as collateral in its proposed debt-restructuring program, which
has been signed with the company's creditors.
PELABUHAN INDONESIA: Pefindo Withdraws MTN Rating
-------------------------------------------------
PT (Persero) Pelabuhan Indonesia II (Pelindo-II) has fully
repaid its Rp6.0 billion Medium Term Notes (MTN) Year 2000 due
on December 4, 2001. Following the repayment, Credit rating PT
Pefindo, has withdrawn the MTN rating from the Rating List as of
31 December 2001 as the Company has no longer had any rated debt
instruments.
Recently, PEFINDO has finalized the corporate rating on the
Company based on new developments including its restructuring
plan for US$129 million Indonesian MTN due in April 2002. The
announcement of the current corporate rating, however, is
pending for approval from the Company.
According to DebtTraders, Pelabuhan Indo's 8.060% bond due on
2002 (PELINDO) trades between 73 and 76. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PELINDO
for more real-time bond pricing.
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J A P A N
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DAIEI INC: ETI Vice Minister Urges Effective Restructuring Plan
---------------------------------------------------------------
Economy, Trade and Industry Vice Minister Katsusada Hirose
called on Daiei Inc to assemble an effective new restructuring
scheme in its quest for a bailout plan to prevent financial
crisis in March, Kyodo News said Thursday.
"I have a great interest in Daiei's new three-year plan and
expect it to be effective," said Hirose, who urged the company
to update its revival plan, initially announced in 2000, and
implement it immediately to regain market confidence.
DAIEI INC: S&P Lowers Corp Credit Rating To 'CCC'-Minus-Pi
----------------------------------------------------------
Standard & Poor's lowered its corporate credit rating on
Japanese superstore operator Daiei Inc. to triple-'C'-minus-pi
from triple-'C'-plus-pi.
The rating action follows media reports that the company's major
lenders are considering some form of loan forgiveness and/or a
debt-for-equity swap.
Standard & Poor's believes Daiei's current large debt burden is
not sustainable over the longer term without a significant
restructuring of its capital structure, given the weak recovery
in its earnings base. The rating will be lowered to double-'Cpi'
if the company and its major creditors reach an agreement on
debt forgiveness in the coming months. Standard & Poor's
considers debt forgiveness or any form of capital restructuring
to be a form of selective default, even if the issuer continues
to make timely payments on its other obligations.
FUJITSU LTD: Cutting Chip Plant Working Hours By One Third
----------------------------------------------------------
Fujitsu Ltd will slash the working hours of 5,000 Japanese chip
plant staff by one third, Computer Wire said on Thursday. The
company, which expects to post a $2.3 billion loss this year,
has already committed to cutting 20,900 employees by March, at a
cost of $2.6 billion. Its decision to cut working hours rather
than jobs at its chip business reflects the high cost of lay-
offs in Japan.
FUJITSU LTD: Liquidation Planned For Ireland Printer Subsidiary
---------------------------------------------------------------
Fujitsu Ltd will liquidate a unit in Ireland that manufactures
printers and printer-related products, Reuters reported on
January 7. Fujitsu said it would halt operations at Fujitsu
Isotec Ireland Ltd, closing the factory in Dublin and slashing
its staff of 124 after negotiating with labor unions.
The whole move is part of the company's effort to restructure
its business through factory closures and job cuts mainly at its
overseas units as it faces the semiconductor industry's worst
downfall. The company announced in September the closure of a
semiconductor plant in Dublin, shedding 340 employees, and said
it would shut down a chip making plant in Gresham, Oregon by
January and lay off 670 employees.
MATSUSHITA ELECTRIC: Turning Group Firms Into Wholly Owned Units
----------------------------------------------------------------
Matsushita Electric Industrial Co will transform five of its
group firms into wholly owned subsidiaries, aimed at
reorganizing the company's group businesses and make operations
more effective, Kyodo News reported on January 11. The companies
are Matsushita Kotobuki Electronics Industries Ltd, Matsushita
Seiko Co, Kyushu Matsushita Electric Co and Matsushita
Communication Industrial Co, and the Matsushita Graphic
Communication Systems Inc.
MYCAL CORP: Ends Clearance Sale After Two Days
----------------------------------------------
Mycal Corp has ended its clearance sale a day after its launch
and four days ahead of schedule as Y10 billion worth of goods on
offer at 80 percent discounts were snapped up, according to a
Kyodo News report on Friday. The ailing supermarket chain
operator has cleared its sales target of Y2 billion for the
clearance sale carried out at 104 Saty retail outlets and Vivre
apparel stores nationwide.
=========
K O R E A
=========
DAEWOO MOTOR: Labor Dispute Poses No Threat To Daewoo, GM Deal
--------------------------------------------------------------
Labor disputes at Daewoo Motor will not be a hindrance to the
company's acquisition by General Motors, according to the
company's labor sources, Korea Herald reported on January 11.
Top GM executives, while meeting with reporters in Detroit last
week, however said that there are three obstacles to the GM-
Daewoo deal - disposal of contingent debts, revision of
controversial labor regulations and provision of tax breaks by
Seoul.
A labor source close to the negotiations said, "We were told at
a recent meeting with the management that revision of collective
bargaining clauses on job security and cooperation on
restructuring is necessary to facilitate the GM-Daewoo deal, but
not an indispensable condition."
HYNIX SEMICONDUCTOR: Expects MOU With Micron On Jan 21
------------------------------------------------------
Hynix Semiconductor Inc expects to sign a memorandum of
understanding (MoU) on January 21 with Micron Technology Inc
over a package deal involving the acquisition by Micron of some
of Hynix's memory and non-memory operations, Yonhap News and AFX
News said Thursday. According to an official at Hynix's
corporate restructuring body the two sides have come closer to
an agreement over key issues, including the scope of the
transaction and payment methods, which will make it possible for
them to sign an MoU on Jan 21.
Hynix CEO Park Chong-sup said on Wednesday that Micron has
proposed to takeover Hynix's memory business, including the S-
RAM and flash memory chip operations via an equity swap, and to
acquire a 25 percent stake in the non-memory business as a
package.
HYNIX SEMICONDUCTOR: Micron Proposes $1.5-2B For Hynix Assets
-------------------------------------------------------------
Micron Technology Inc. has proposed between $1.5 billion and $2
billion to acquire seven memory production lines of Hynix
Semiconductor Inc. via a joint venture, while it plans to secure
a 20 percent stake in non-memory assets, Korea Herald said
Thursday. The transactions will be carried out through stake
swapping and a cash injection.
Hynix creditors are willing to take Micron shares in return for
the sell-off as there are few alternatives and possible stock
price gains are also possible after the alliance between the
both companies. A delegation of Micron arrived in Seoul last
week to spur the deal with Hynix amid intensifying rumors about
the conclusion of the talks. Hynix restructuring panel said that
it will examine Micron's proposals and after making last minute
working level modifications, move toward signing a memorandum of
understanding (MOU) around next week.
HYUNDAI ENGINEERING: Places W153.3B In Bonds With KDB
-----------------------------------------------------
The Board of Directors at Hyundai Engineering & Construction Co
Ltd has approved a placement of W153.3 billion in privately
negotiated unsecured bonds to main shareholder Korea Development
Bank, AFX News said Thursday. In a statement to the Korea Stock
Exchange, the firm said the bond's coupon and yield to maturity
are set at 10.44 percent, with the bond maturing on January 10,
2003.
DebtTraders reports that Hyundai Engineering'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
SAMSUNG ELECTRONICS: Raises Chip Prices By 25%-30%
--------------------------------------------------
Samsung Electronics had raised its memory chip prices by between
25 to 30 percent starting January, according to Channel News
Asia on January 11. The latest raise has brought the contract
price of a 128-megabit Dynamic Random Access Memory, or DRAM,
chip manufactured by Samsung to somewhere between US$2.30 to
US$2.40. More price hikes are expected, as contract prices are
still some 25 percent lower than spot market prices, which are
now standing at US$3.
Last month the Suwon District Court ordered nine incumbent and
former Samsung Electronics directors to pay about W90 billion in
compensation for financial losses incurred by the Company due to
their neglect of duty and illegal practices.
DebtTraders reports that Samsung Electronic's 9.750% bond due in
2003 (SAMELE6) trades between 106.888 and 107.096. For real-time
bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=SAMELE6
===============
M A L A Y S I A
===============
ARTWRIGHT HOLDINGS: EGM Scheduled For January 25
------------------------------------------------
The Board of Directors of Artwright Holdings Berhad (AHB or
Company) 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) only,
the following:
(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 favor of Artwright Manufacturing Sdn. Bhd., a
wholly-owned subsidiary company of AHB, including all easements,
rights and license 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
authorized, 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
percent) 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 authorized 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 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 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 authorized 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 percent 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."
MBF CAPITAL: Enters Proposed Disposal SPA With FOS
--------------------------------------------------
The Board of Directors of MBf Capital Berhad (MBfC) has entered
into a conditional Share Sale Agreement (SPA) with FOS Asset
Management Sdn Bhd (FOS) on 8 January 2002 to dispose of its
entire 100 percent equity interest representing 2,000,000
ordinary shares of RM1.00 each in the share capital of its
wholly owned subsidiary, MBf Asset Management Sdn Bhd (MBfAM)
and the consideration shall be based on the computation of net
tangible asset as at Completion Date plus RM500,000. The
Completion Date is to be an agreed date no later than 30days
after the conditions precedent has been fulfilled.
Basis of Consideration
The consideration was arrived at through negotiation on a
willing seller willing buyer basis after taking into
consideration the current fund size managed by MBfAM.
Satisfaction of the Sale Consideration
Full settlement within 30 days upon Completion Date.
Information on MBfC
MBfC was incorporated under the Companies Act, 1965 in Malaysia
on 29 October 1991 as an investment holding company.
The present authorized share capital of MBfC is RM5,000,000,000
comprising 5,000,000,000 ordinary shares of RM1.00 each of which
782,314,000 ordinary shares of RM1.00 each have been issued and
are fully paid-up.
Information on MBfAM
MBfAM was incorporated under the Companies Act, 1965 in Malaysia
on 15 August 1995 and its principal activity is fund management
services.
Its present authorized share capital is RM5,000,000 comprising
5,000,000 ordinary shares of RM1.00 each of which 2,000,000
ordinary shares have been issued and are fully paid-up.
The net tangible assets and loss before tax of MBfAM based on
the audited accounts as at 31 December 2000 were RM360,689 and
RM66,097 respectively.
Information on FOS
FOS was incorporated in Malaysia under the Companies Act, 1965
on 19 February 1997 and its principal activity is provision of
financial, fund management and asset management services.
The present authorized share capital of FOS is RM100,000
comprising 100,000 ordinary shares of RM1.00 each and the issued
and paid-up share capital is RM2.00.
Rationale for the Proposed Disposal
MBfAM has been managing the funds of MBf Insurans Berhad (MBfI),
a wholly owned subsidiary of MBfC, and with the merger of MBfI
and QBE Insurance (Malaysia) Berhad, MBfAM is not required to
act as fund manager of MBfI. Therefore, the Proposed Disposal
represents a good opportunity for the Company to realize its
investment in MBfAM.
The original cost of investment in MBfAM by MBfC on 15 August
1995 was RM2.00 and subsequently on 2 May 1997 MBfC had paid
RM1,999,998 for the subscription of additional 1,999,998
ordinary shares of RM1.00 each in MBfAM. The Group cost as at 31
December 2001 stood at RM360,689.
Utilization of proceeds from the Proposed Disposal
The proceeds to be realized from the Proposed Disposal will be
utilized as working capital for the Group.
Effects of the Proposed Disposal
The Proposed Disposal is not expected to have any material
effects on the share capital, shareholding, earnings and net
tangible assets of the MBfC Group for the current financial year
ending 31 December 2002. However, the sale would result in a
gain of approximately RM500,000 to the Group.
Approvals Required
The Proposed Disposal is conditional upon approvals of the
following:
1) Securities Commission; and
2) Foreign Investment Committee
Directors' Recommendation
The Directors of MBfC, having considered all aspects of the
Proposed Disposal, are of the opinion that the Proposed Disposal
is in the best interests of the Company and the terms and
conditions are fair and reasonable.
Interest of directors, substantial shareholders and person
connected to the directors and substantial shareholders
None of the directors, substantial shareholders and/or person
connected to the directors and/or the substantial shareholders
of MBfC has any interest, direct or indirect, in the Proposed
Disposal.
Document for inspection
The SPA pertaining to the Proposed Disposal may be inspected at
the registered office of the Company at Block B1, Level 9, Pusat
Dagang Setia Jaya (Leisure Commerce Square), No. 9 Jalan PJS
8/9, 46150 Petaling Jaya from Mondays to Fridays (except public
holidays) during business hours.
MBF HOLDINGS: Proposes Schemes Of Arrangement
---------------------------------------------
Alliance Merchant Bank Berhad (Alliance) for and on behalf of
the Board of Directors of MBf Holdings Berhad (MBf-H or
Company), announced that Bank Negara Malaysia has, via its
letter dated 8 January 2002, approved:
(i) novation of the onshore and offshore foreign currency
loans of selected subsidiaries of MBf-H to MBf-H;
(ii) proposed issuance of new MBf-H shares, warrants and
redeemable convertible secured loan stocks in USD denomination
(RCSLS-USD) as part settlement of the proposed acquisition of
MBf Carpenters Limited and MBF Cards (M'sia) Sdn Bhd (formerly
known as MBf Card Services Sdn Bhd);
(iii) proposed issuance of new MBf-H shares, warrants and
RCSLS-USD as settlement for MBf-H Group's debts; and
(iv) continuation of domestic credit facility extended by
residents to the MBf-H Group as the MBf-H Group will be a non-
resident controlled company after the restructuring exercise.
The approval is subject to the Company obtaining the approval of
the Securities Commission (SC) and other relevant Malaysian
authorities for the Proposed Schemes of Arrangement.
The Proposed Schemes of Arrangement is currently subject to the
SC's approval.
MECHMAR CORPORATION: Updates Defaulted Payment Status
-----------------------------------------------------
Mechmar Corporation (Malaysia) Berhad is in default over the
following loans as at 31 December 2001.
1) The Company is awaiting the release of the sale proceeds
of a piece of property in Melati sold by a 51 percent subsidiary
to pay the outstanding principal of RM 7million due on
31.12.2001 to a balance syndicated term loan of RM 33Million.
2) The Company is still in negotiations with a local merchant
bank to settle the repayment of a RM 5.5 million-term loan from
the income of their power plant in Tanzania. The plant is
scheduled to be in commercial operation by Jan 2002.
3) The lender of two term loans of RM 625,231 and RM
1,322,725 to a subsidiary has agreed to accept installment
repayment by the subsidiary on the said loans, which were in
default since May 2001.
4) The Company is finalizing discussions with its syndicated
lenders over a RM9,185,000 unsecured term loan in default since
Dec 2000 to be repaid by installments from the income of their
power plant in Tanzania. The power plant is expected to be in
commercial operation by Jan 2002.
5) The Company is in default on an unsecured loan of RM 1.2
million from a local merchant bank since March 2001. The Company
has undertaken to repay this loan from the income of their power
plant in Tanzania, which is expected to be in commercial
operation by Jan 2002.
6) Agreement has been reached to settle a defaulted secured
loan of RM 2.4 million from a local merchant bank by 27 monthly
installments.
7) Danharta has agreed with the Company to restructure a
secured term loan of RM 4.7 million into a new term loan of RM
5,077,640 repayable by 42 monthly installments .
NCK CORPORATION: Units Enter Sale Of Shares Agreement
-----------------------------------------------------
On behalf of NCK Corporation Berhad (NCK) (Special
Administrators Appointed), Alliance Merchant Bank Berhad
(Alliance), announced that Ng Choo Kwan & Sons Hardware Sdn Bhd
(NCK & Sons) (Special Administrators Appointed) and Fook Chuan
Trading Sdn Bhd (FC Trading) (Special Administrators Appointed),
wholly-owned subsidiaries of NCK, had on 10 January 2002 entered
into conditional sale of shares agreements for the proposed
disposal of their shares in UCP Resources Berhad (UCP) to Yap
Choo Tong, Lim Beng Hean, Khaw Chin Wah and Chaw Chee Meng
(collectively known as the Purchasers) (Proposed Disposals).
THE PROPOSED DISPOSALS
On 10 January 2002, NCK & Sons, had entered into a conditional
sale of shares agreement to dispose of its entire investment in
UCP comprising 6,608,846 ordinary shares of RM1.00 each in UCP
(UCP Shares), representing 16.56 percent of the issued and paid-
up capital of UCP as at 31 December 2001, for a total cash
consideration of RM4,626,192.20 or RM0.70 per UCP Share to the
Purchasers.
On the same date, FC Trading, had entered into a conditional
sale of shares agreement to dispose of its entire investment in
UCP comprising 2,964,540 UCP Shares, representing 7.43 percent
of the issued and paid-up capital of UCP as at 30 June 2001, for
a total cash consideration of RM2,075,178 or RM0.70 per UCP
Share to the Purchasers.
The abovementioned conditional sale of shares agreements is
collectively referred to as Agreements.
The UCP Shares shall be disposed of free from all charges or
liens but subject to a moratorium on the sale of 2,517,374 UCP
Shares imposed by the Securities Commission (SC), with all
rights attaching thereto including, but without limitation, all
bonuses, rights, dividends and distributions declared, paid or
made in respect thereof upon the terms and subject to the
conditions contained in the Agreements.
The Proposed Disposals do not depart from the SC's Policies and
Guidelines on the Issue/Offer of Securities except for the sale
of 2,517,374 UCP Shares under moratorium by the SC.
The Proposed Disposals are expected to be completed by May 2002.
2.1 Salient terms of the Agreements
The salient terms of the Agreements are as follows:
(a) The total sale consideration is payable as follows:
* 10 percent of the purchase price upon execution of the
Agreement;
* 90 percent of the purchase price within thirty (30) days
from the fulfillment of the conditions precedent;
(b) The moratorium imposed by the SC on the UCP shares shall
be transferred to the Purchasers, subject to the SC's approval;
(c) The conditions precedent stipulated in the Agreements (as
set out in Section 7 below) are to be fulfilled within three (3)
months from the date of the said Agreements; and
(d) The vendor and purchasers are to make the necessary
applications to the relevant authorities for the Proposed
Disposals not later than fourteen (14) days pursuant to the
execution of the Agreements.
Basis of determining the sale consideration
The sale consideration was arrived at based on a proposal
submitted by the Purchasers to the Special Administrators of NCK
on 11 June 2001. The proposal was in response to an invitation
by Pengurusan Danaharta Nasional Berhad (Danaharta) for
interested parties to submit proposals to acquire any assets or
businesses of NCK and its group of companies (NCK Group).
The consideration of RM0.70 per UCP Share represents:
* A discount of RM0.06 or 8.6 percent over the last transacted
market price of UCP Shares of RM0.76 as at 9 January 2002, being
the last trading day prior to the announcement of the Proposed
Disposals;
* A premium of RM0.30 or 75.0 percent over the last transacted
market price of UCP Shares of RM0.40 as at 11 June 2001, being
the date of the proposal submitted by the Purchasers;
* A discount of RM0.07 or 9.09 percent over the 5-day weighted
average price of UCP Shares of RM0.77 up to 9 January 2002;
* A premium of RM0.32 or 84.2 percent over the 5-day weighted
average price of UCP Shares of RM0.38 up to 11 June 2001, being
the date of the proposal submitted by the Purchasers;
* A premium of RM0.08 or 12.9 percent over the 3-month
weighted average price of UCP Shares of RM0.62 up to 9 January
2002;
* A premium of RM0.35 or 100.0 percent over the 3-month
weighted average price of UCP Shares of RM0.35 up to 11 June
2001, being the date of the proposal submitted by the
Purchasers; and
* A premium of RM0.96 or 369.2 percent over the audited
consolidated net tangible liabilities per UCP Share of RM0.26 as
at 30 June 2001.
Original cost of investment
NCK & Sons and FC Trading acquired the UCP Shares on 13 November
1997 for a consideration of RM5,358,571 and RM2,371,314
respectively.
Based on the audited consolidated accounts of NCK as at 30 June
2001, the Proposed Disposals will result in a gain on disposal
of RM6,701,370 to the NCK Group after taking into consideration
the NCK Group's share of post-acquisition losses in UCP
recognized to-date under equity accounting.
Liabilities to be assumed by the Purchasers
The Purchasers will not assume any liabilities pursuant to the
Proposed Disposals.
Background information
UCP
UCP was incorporated in Malaysia on 7 August 1996 under the name
of Vigor Alliance Sdn Bhd. It was subsequently converted into a
public company on 24 September 1996. It assumed its present name
on 22 October 1996.
The principal activities of the UCP Group are in the
manufacturing, selling and distributing of precast reinforced
concrete piles and civil contracting works.
The financial information of UCP is set out in Table 1 found at
http://www.bankrupt.com/misc/NCK_table0111.gif
RATIONALE FOR THE PROPOSED DISPOSALS
On 16 April 2001, Danaharta appointed Dato' Nordin bin
Baharuddin, Mr Adam Primus Varghese bin Abdullah and Ms Wong Lai
Wah all of Messrs Ernst & Young as Special Administrators (SA)
for NCK pursuant to the Pengurusan Danaharta Nasional Berhad
Act, 1998. On 11 October 2001, Danaharta further appointed the
above named Dato' Nordin bin Baharuddin, Mr Adam Primus Varghese
bin Abdullah and Ms Wong Lai Wah as SA for NCK & Sons and FC
Trading. The SA is currently preparing a workout proposal for
NCK. The Proposed Disposals will contribute to the
regularization of the financial position of the NCK Group.
Utilization of Proceeds
FC Trading and NCK & Sons will receive proceeds totaling
RM6,701,370.20 from the Proposed Disposals. The proceeds will be
utilized for the settlement of the creditors of the respective
companies in accordance to the workout proposal to be prepared
by the SA.
FINANCIAL EFFECTS
Share capital
The Proposed Disposals will not have any effect on the issued
and paid-up share capital of NCK.
Earnings
The Proposed Disposals will result in a gain on disposal to the
NCK Group of 17.9 sen per share.
Net tangible liabilities
The proforma effect of the Proposed Disposals on the net
tangible liabilities of the NCK Group is set out in Table 2 at
http://www.bankrupt.com/misc/NCK_0111.gif
Shareholding structure
There will be no impact on the shareholding structure of NCK as
a result of the Proposed Disposals.
APPROVALS REQUIRED
The Proposed Disposals are subject to inter-alia, the approvals
of the following:
(a) The SC for the Proposed Disposals and the transfer of the
moratorium on the UCP Shares to the Purchasers;
(b) The approval of the workout proposal relating to NCK to
be prepared by the SA in accordance with Section 44 of the
Pengurusan Danaharta Nasional Berhad Act, 1998;
(c) The approval of the workout proposal relating to NCK &
Sons and FC Trading to be prepared by the SA in accordance with
Section 44 of the Pengurusan Danaharta Nasional Berhad Act,
1998, if necessary; and
(d) any other relevant authorities and/or parties, if any.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the existing Directors and/or substantial shareholders
of NCK and persons connected to them have any interest, direct
or indirect, in the Proposed Disposals.
APPOINTMENT OF ADVISERS
Alliance has been appointed as the Adviser for the Proposed
Disposals.
SA'S OPINION
After due consideration of all aspects of the Proposed
Disposals, the SAs of NCK are of the opinion that the Proposed
Disposals are in the best interest of the stakeholders of the
Company.
APPLICATION TO THE SC
The application to the SC for the Proposed Disposals will be
made within 14 days from the date of signing of the Agreements.
DOCUMENTS FOR INSPECTION
The Agreements are available for inspection at the SA's office,
Ernst & Young, (Chartered Accountant), 4th Floor, Kompleks
Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur during
normal business hours from Monday to Friday (except for public
holidays) for a period of 14 days from the date of this
announcement.
PROPOSED DISPOSALS TO BE INCLUDED IN THE WORKOUT PROPOSAL OF NCK
The Proposed Disposals shall be included in the workout proposal
of NCK to be prepared by the SA. The workout proposal, once
approved by Danaharta and the secured creditors (where
applicable) pursuant to Section 46 of the Pengurusan Danaharta
Nasional Berhad Act 1998, shall be binding on the Company, all
members and creditors of the Company and any parties affected by
the workout proposal, whether or not the parties had knowledge
or notice of the workout proposal.
PICA (M) CORP.: Proposes Articles Of Association Adoption
---------------------------------------------------------
Pica (M) Corporation Bhd (Pica or the Company) announced on 4
November 2001 that it intends to seek the shareholders' approval
for proposed amendments to the Company's Memorandum and Articles
of Association. Due to the numerous amendments required as a
consequence of changes in the relevant laws, the Board proposed
to adopt a new Memorandum and Articles of Association.
The proposed new Articles of Association incorporates the
amendments made necessary by the Listing Requirements of the
KLSE, the Companies Act, 1965, and the Rules of the Malaysian
Central Depositories Sdn. Bhd. The proposed new Memorandum of
Association has introduces a single new objects clause to enable
the Company to purchase its own shares pursuant to Section 67A
of the Companies Act, 1965, in addition to the objects clauses
in the existing Memorandum of Association. Full details shall be
set out in the Circular to the Shareholders which will be sent
in due course.
The proposal is subject to the approval of the shareholders of
the Company at an Extraordinary General Meeting that will be
convened at a time and date to be notified later.
TCR-AP published last month in relation to the Company's
Guranteed Revolving Underwriting Facility amounting to RM60
million (GRUF), that the hearing for the Company's application
to strike the suit and the plantiffs' application for summary
judgment pursuant to Order 14 of the Rules of the High Court has
been fixed on 31 January 2002.
S P SETIA: Obtains Need Statement From Govt Through JKR
-------------------------------------------------------
The Board of Directors of S P Setia (the Company) informed that
the Company had on 8 January 2002 received a Need Statement
dated 29 December 2001 from the Government of Malaysia through
Jabatan Kerja Raya Malaysia (JKR) setting out the proposed scope
of works for the rehabilitation and upgrading of approximately
35km of existing Federal Route 17 from the Perling Toll to Pasir
Gudang. The proposed scope of works includes:
1. upgrading existing 2 lane dual carriageway to 3 lane dual
carriageway;
2. upgrading/replacement of existing bridges to conform to JKR
U6 standard;
3. upgrading/construction of an estimated number of 11
interchanges;
4. upgrading/provision of street lightings; and
5. provision of landscaping features.
The aforesaid construction is to be carried out based on a
"Fixed Time, Deferred Payment, Design and Build" contract
(Federal Route 17 Highway Construction Package).
The Need Statement is pursuant to a letter of intent (Surat
Niat) issued by the Government of Malaysia through Jabatan Kerja
Raya Malaysia to the Company dated 28 November 2001.
The total contract sum for the Federal Route 17 Highway
Construction Package has yet to be finalized.
The said Federal Route 17 Highway Construction Package is not
expected to have any material effects on the net tangible assets
and the earnings of the S P Setia Group for the current
financial year ending 31 October 2002. However, the Federal
Route 17 Highway Construction Package is expected to contribute
positively to the long-term growth of the earnings and net
tangible assets of the Group.
A more detailed announcement will be made to the Kuala Lumpur
Stock Exchange once the terms of the Federal Route 17 Highway
Construction Package have been finalized.
None of the directors or substantial shareholders or person
connected to such directors or substantial shareholders has any
interest, direct or indirect, in the Federal Route 17 Highway
Construction Package.
Last year, the Company obtained an order regarding its
application to strike the winding-up petition against Suharta
Development Sdn Bhd, a subsidiary of the Company. The petition,
filed by Mr Heaw Yok Poh and Ms Heaw Yook Choo, contained no
order as to costs. The draft Order has been filed and the
Company is waiting for the Sealed Order to be extracted.
SOUTHERN PLASTIC: Still In Principal, Interest Default
------------------------------------------------------
Southern Plastic Holdings Berhad (SPLAS) announced that as of
January 2002, the Group and the Company are still in default of
payments towards their bank borrowings (both principal and
interest) from certain financial institutions.
This was a result of the respective banks' actions in freezing
the bank borrowing facilities of the Group and the Company in
view of the Company's proposal of an informal restructuring
scheme. The bank borrowings of the Group and Company comprise
overdrafts, trade lines, and term loans.
Recently, the Board of Directors has circulated a summary of
proposed amendments of the restructuring scheme to the financial
institutions. Further negotiations with the financial
institutions are expected to take place shortly. The Board will
announce the Scheme in due course upon the finalization of
negotiation with the respective financial institutions.
Several financial institutions had taken legal actions to claim
the overdue amounts from the Group and the Company. The Company
is a corporate guarantor for certain of these amounts involved.
The contingent liabilities with respect to these corporate
guarantees amount to RM71 million. The Board is confident of the
success of the negotiation with the bankers and does not foresee
the crystallization of the corporate guarantees. The board has
employed qualified legal advisors to look into these claims to
protect the Group and the Company from legal suits in order for
the proposed restructuring scheme to be implemented.
TAT SANG: Updates Defaulted Banking Facilities
----------------------------------------------
Tat Sang Holdings Berhad (TSHB or the Company) provided an
update on the details of banking facilities which are currently
in default as set on Table 1 found at
http://www.bankrupt.com/misc/Tat_Sang0111.doc
TSHB also announced that a writ of summons (No. 23-108-2001)
issued by Malayan Banking Berhad (MBB) and served on Mercuries &
Muar Wooden Furniture Mfg Sdn. Bhd. (MMWF) as the 1st Defendant
on the 5 December 2001 due to alleged default of payment of loan
by MMWF to MBB, the plantiff. TSHB is the Corporate Guarantor of
MMWF for the Credit Facilities granted by MBB and is cited as
the 2nd Defendant. MMWF is a wholly owned subsidiary of TSHB.
This was a claim made against MMWF pursuant to the letter of
offer signed on 19 August 2000 for the banking facilities
granted by MBB to MMWF for the sum of RM12,000,000.00.
A Memorandum of Appearance was filed on the 12 December 2001.
Meanwhile, MBB has applied for summary judgment against MMWF and
the Company on the 28 December 2001.
The Plantiff claims against the 1st and 2nd Defendants:
a) The sum of RM11,488,613.19 and RM11,000,000 respectively
at the rates of 2.5 percent above the cost of borrowings from 1
September 2001 and 18 September 2001 accordingly to payment;
b) Cost on an indemnity basis;
c) Such further or other relief as the Court deems fit.
Saved as disclosed, the status of the default in payment of
principal and/or interest to financial institutions remained
unchanged.
UH DOVE: Subsidiary Disposes HWGB Investment
--------------------------------------------
The Board of UH Dove Holdings Berhad (the Company or UHD) wishes
to announce that on 9 January 2002, the Company's wholly owned-
subsidiary, namely U.H. Industries Sdn. Bhd. has disposed part
of its investment in Ho Wah Genting Berhad (HWGB) comprising
39,000 shares representing 0.024375 percent of the issued and
paid-up capital of HWGB through the open market in the KLSE.
Details of Consideration [Paragraph 10.07(a)(i)]
The 39,000 shares were disposed at a selling price of RM1.20 per
share through the open market in the KLSE.
Particulars of the Transaction [Paragraph 10.07(a)(ii)]
The particulars of the investment in HWGB are as follows:
Number of Shares held
of RM1.00 each Percentage
Before Disposal 40,600 0.025375
After Disposal 1,600 0.001
Statement that the Directors, Major Shareholders and/or person
connected with them have no interest, direct or indirect, in the
transaction [Paragraph 10.07(a)(iii)]
Based on the statutory records of the Company and to the best of
our knowledge and belief, none of the Directors and Major
Shareholders and/or person connected with them has interest,
direct or indirect, in the aforesaid disposal.
Rationale for the Disposal
The disposal was made to raise additional working capital for
UHD Group.
=====================
P H I L I P P I N E S
=====================
COSMOS BOTTLING: New Owners To Buy Out Minority Shareholders
------------------------------------------------------------
On January 31, the new controlling owners of Cosmos Bottling
Corp. will start a month-long tender offer to buy out minority
shareholders of its soft-drink company, Dow Jones reported on
January 7. Atlantic Industries and Philippine Bottlers Inc. have
offered to acquire the remaining 16.8 percent stake in the
company held by various shareholders at P6.045 pesos for common
shares and P12.09 for preferred shares.
Atlantic Industries is a unit of The Coca-Cola Co. and holds 51
percent of Cosmos. Philippine Bottlers is a unit of Coca-Cola
Bottlers Philippines Inc. and holds 32 percent of the firm. If
all minority shareholders sell their stocks to the new owners,
Atlantic Industries' stake would rise to 61.4%, while Philippine
Bottlers' will increase to 38.6%.
Cosmos also said that payments for the cash and property
dividends it declared in 2001 would be made after the
finalization of the ongoing audit of its books, which will
determine the actual dividend amounts to be paid, the January 9
edition of Dow Jones said. The payouts will be funded by
proceeds from the sale of Cosmos to a group led by San Miguel
Corp., which has agreed to buy the company for P14 billion.
COSMOS BOTTLING: RFM, Cosmos Settle P1.25B Debt Papers
------------------------------------------------------
Philippine food group RFM Corp. and its former soft drink unit,
Cosmos Bottling Corp., have redeemed in full their long-term
commercial papers totaling P1.25 billion, Dow Jones reported on
January 4, which quoted the Philippine Ratings Services
Corporation (PhilRatings).
The rating agency said RFM and Cosmos informed it of the debt
payments made on January 3 following the completion of the sale
of RFM's stake in the softdrinks firm to San Miguel Corp. RFM
sold its 82.3 percent stake in Cosmos for P11.65 billion.
PhilRatings, which said RFM pre-paid its P500 million in debt
papers due April 2002, while Cosmos settled its P750 million
commercial papers that matured on December 14, suspended on
December its credit rating on RFM and withdrew its rating on
Cosmos after the company failed to pay its debt papers on time.
VICTORIAS MILLING: Staff Retrenchments Cost P100M
-------------------------------------------------
Victorias Milling Corp (VMC) expects to spend an estimated P100
million on the retrenchment of 380 employees, AFX News reported
on January 9. The company said the notice of retrenchment to the
workers takes effect from February 7, 2002.
VMC pink-slipped 380 of its 2,446 employees on Monday. The
layoffs will take effect in 30 days, in line with the company's
rehabilitation program. The company aims to reduce its workers
to 1,600, TCR-AP reported January 10.
=================
S I N G A P O R E
=================
BOUSTEAD SINGAPORE: Buys Additional Shares In EasyCall Int'l
------------------------------------------------------------
The Board of Directors of Boustead Singapore Limited (Boustead
or the Company) announce on January 10 that for future strategic
plans, Boustead has purchased an additional 3,000,000 or 1.31%
ordinary shares in EasyCall International at a total
consideration of A$239,990/- (S$231,204.23) at A$0.0799 per
share. With this purchase, Boustead's shareholding in EasyCall
International has increased from 92,950,816 (40.65%) to
95,950,816 ordinary shares or 41.96%.
Mr. Wong Fong Fui, Chairman and Managing Director and
substantial shareholder of Boustead holds 8,571,500 (3.75%)
ordinary shares in EasyCall International. Mr. Wong Fong Fui is
also an Executive Director and Chief Executive Officer of
EasyCall International. After Boustead's purchase of these
additional EasyCall International shares, Mr. Wong Fong Fui's
direct and deemed interest in EasyCall International is
104,522,316 shares or 45.71%.
This transaction is not expected to have any material impact on
the consolidated net tangible asset value per share and the
earnings per share of the Company for the financial year ending
March 31, 2002.
Except as disclosed, none of the directors and substantial
shareholders of Boustead has any interests, direct or indirect
in the transaction.
FHTK HOLDINGS: Oversea-Chinese Banking Changes Deemed Interest
--------------------------------------------------------------
FHTK Holdings Ltd posted a notice of changes in substantial
shareholder Oversea-Chinese Banking Corporation Ltd's deemed
interests:
Date of notice to company: 07 Jan 2002
Date of change of interest: 03 Jan 2002
Name of registered holder: Oversea-Chinese Bank Nominees Private
Limited
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: 384,000
% of issued share capital: 0.03
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: S$0.1107
No. of shares held before change: 2,116,366
% of issued share capital: 0.17
No. of shares held after change: 1,732,366
% of issued share capital: 0.14
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 48,581,292 148,380,667
% of issued share capital: 3.95 12.05
No. of shares held after change: 48,581,292 147,996,667
% of issued share capital: 3.95 12.02
Total shares: 48,581,292 147,996,667
Oversea-Chinese Banking Corporation Limited direct interest
under registered holder UOB Kay Hian Private Limited is
146,264,301 (11.88%) and registered holder Oversea-Chinese Bank
Nominees Private Limited is 1,732,366 (0.14%) and deemed
interest under registered holder UOB Kay Hian Private Limited is
47,366,760 (3.85%) and under registered holder Keppel Bank
Nominees Private Limited is 1,214,532 (0.10%). Total interest
after change is 15.97%
OAKWELL ENGINEERING: Clarifies Debt Restructuring Plan
------------------------------------------------------
The Directors of Oakwell Engineering Limited (the Company), with
reference to the Company's announcement made on January 7, 2002
regarding the Scheme of Arrangement between the Company and its
secured creditors, said all terms and references made thereto
shall bear the same meaning in this announcement. The Directors
made these clarifications:
1. Upon the implementation of the Debt Restructuring Plan
pursuant to the Scheme, the Directors are of the opinion that
the Company shall be able to carry on as a going concern and
shall be able to meet its financial obligations as and when they
fall due. The Debt Restructuring Plan involves an immediate
reduction in the Company's indebtedness of approximately S$37
million to S$6 million upon implementation which the reduced
indebtedness would, in the Directors' opinion, be sustainable by
the Company's operation.
2. The S$9 million to be invested by the Investor Group shall be
paid to the Secured Creditors as consideration for the
assignment of the Secured Creditors' book debt of approximately
S$34 million to the Investor Group (this includes the Investor's
Restructured Loan of S$3 million and Conversion Debt of S$31
million). Upon the completion of the assignment, the Company
shall discharge the assigned Conversion Debt of S$31 million by
the issuance of 516.67 million new ordinary shares of par value
S$0.05 at an issuance price of S$0.06 each to the Investor
Group.
3. The proposed issue price of S$0.06 was arrived at after
negotiations between the Investor Group, the Company and the
Secured Creditors in consultation with the Independent Financial
Advisor to the Company, taking into consideration commercial
factors namely, (a) the par value of S$0.05 each of the ordinary
share of the Company after the proposed capital reduction
exercise to be carried out by the Company and (b) the amount of
the outstanding debts to be restructured of approximately S$37
million, whereby S$34 million of which shall be assigned and
transferred to the Investor Group and of which the S$31 million
Conversion Debt shall be convertible to new ordinary shares on
the Effective.
4. Upon the issuance of 516.67 million new ordinary shares of
par value S$0.05 at the issue price of S$0.06 each to discharge
the Conversion Debt of S$31 million in full, the Company's total
number of ordinary issued shares issued shall increase to 596.67
million ordinary shares and the total shareholders' equity shall
increase by the same amount of S$31 million.
5. The capital reduction to reduce the par value of its ordinary
share from S$0.15 to S$0.05 is necessary so as to comply with
the terms of the Investment Agreement between the Company and
the Investor and in particular, so as not to contravene the
Companies Act on issuance of new shares at a discount to the
Investor Group.
6. The effect of the capital reduction is to cancel an aggregate
amount of S$ 8 million of the issued and paid-up share capital
of the Company and S$ 7.2 million of the share premium account,
the sum of which represents issued and paid-up capital which has
been lost or unrepresented by available assets. The sum total of
S$15.2 million will be used to reduce the accumulated losses of
approximately S$18.4 million to S$3.2 million (based on the
Company's unaudited results as of 30 June 2001). There will be
no change in the number of ordinary shares in the capital of the
Company immediately after the capital reduction nor will the
capital reduction entail the distribution of any assets to
shareholders.
7. Of the conditions precedent to the proposed investment by G&W
Group Holdings (S) Ltd as announced on 19 October 2001, the
condition precedent relating to the satisfactory completion of
the financial and legal due diligence of the Company and its
subsidiaries has been met. The Company, together with the Scheme
Managers and the Investor Group, are currently working towards
meeting the other conditions precedent to obtain the necessary
regulatory and shareholders' approvals to effect the
transactions as contemplated in the Scheme.
8. The Directors are of the opinion that sufficient information
has been released to date for orderly trading of the Company's
shares after the trading suspension is lifted. As such, the
Company wishes to request for a lifting of the trading
suspension of all its securities.
SPH ASIAONE: Court Sanctions Restructuring Scheme
-------------------------------------------------
The Board of Directors of SPH AsiaOne Ltd announced on January
11 that the High Court of Singapore has sanctioned the Scheme of
arrangement (The Scheme) for the purpose of the privatization of
SPH AsiaOne Ltd under section 210 of the companies act, chapter
50. Subject to the delivery of a copy of the Court Order to the
Registrar of Companies and Businesses for registration, the
Scheme is expected to become effective on or about January 23,
2002. Unless otherwise defined, terms used in this Announcement
shall have the same meanings as defined in the Scheme.
Books Closure Date
As announced on January 3, 2002, the transfer books and register
of members of SPH AsiaOne Ltd will be closed from 5.00 p.m. on
January 21, 2002 (Books Closure Date) up to 5.00 p.m. on January
22, 2002, for the purpose of determining Scheme Shareholders'
entitlements under the Scheme.
Important Events and Dates
Scheme Shareholders are reminded to note the following events
and dates:
Event Date
Last day for trading of the Shares: Wednesday, January 16, 2002
Books Closure Date: Monday, January 21, 2002 at 5.00 p.m.
Relevant Date: Tuesday, January 22, 2002
Effective Date of the Scheme: Wednesday, January 23, 2002
Date for delisting of the Shares: Thursday, January 24, 2002
VIKAY INDUSTRIAL: Court Releases Co From Judicial Management
------------------------------------------------------------
Vikay Industrial, a maker of liquid crystal displays, said the
High Court of Singapore recently ordered the company's release
from judicial management, according to AFX News on Wednesday.
New shareholder E-Path Developments is restructuring the
company, which has been in judicial management since 1997. E-
Path, owned by Indonesian timber businessman Kea Kah Kim, in
September 2000 agreed to buy an 80 percent stake in the company,
which went into judicial management in 1997 after floundering in
a quagmire of debt.
===============
T H A I L A N D
===============
SINO-THAI ENGINEERING: SET Suspends Stock Trading
-------------------------------------------------
The Stock Exchange of Thailand (SET) has posted "H" sign against
the stock of Sino-Thai Engineering & Construction Public Company
Limited (STECON) in Thursday morning session because of the
unconfirmed news about the possibility of issuing the warrants
to the existing shareholders.
In relation to this, the company was unable to render the
clarification that can be disclosed to the investors
before the afternoon session. As a result, trading in STECON
stock is suspended from afternoon session on January 10, 2002
onwards until the company clarifies and discloses the related
information on the news to the public through the SET.
THAI HEAT: Business Reorganization Petition Filed In Court
----------------------------------------------------------
Air conditioning component manufacturer and distributor
Thai Heat Exchange Public Company Limited (DEBTOR) filed its
Petition for Business Reorganization to the Central Bankruptcy
Court:
Black Case Number 1073/2543
Red Case Number 34/2544
Petitioner: THAI HEAT EXCHANGE PUBLIC COMPANY LIMITED
Planner: Thai Heat Revival Company Limited
Debts Owed to the Petitioning Creditor: Bt611,650,076.81
Date of Court Acceptance of the Petition: December 21, 2000
Date of Examining the Petition: January 16, 2001 at 9.00 AM
Court Order for Business Reorganization and Appointment of
Planner: January 22, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: January 31, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: February 27,
2001
Deadline for the Planner to submit the Reorganization Plan to
Official Receiver: May 27, 2001
Planner postponed the date of submitting the reorganization plan
#1st to June 27, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to July 27, 2001
Appointment date for the Meeting of Creditors to consider the
plan has been postponed till August 31, 2001 at 9.30 am.
The Meeting of Creditors had a resolution accepting the
reorganization plan pursuant to Section 90/46
Court had set the Order for the Planner to hand in the New
Reorganization Plan on November 30, 2001
Contact: Mr. Tanawat Tel, 6792525 ext 123
THAI TELEPHONE: SET Grants Listed Securities
--------------------------------------------
Starting from January 11, 2002, the Stock Exchange of Thailand
(SET) allowed the securities of Thai Telephone &
Telecommunication Public Company Limited (TT&T) to be traded on
the SET after finishing capital increase procedures.
Name : TT&T
Issued and Paid up Capital
Old : Bt28,123,226,390
New : Bt28,123,234,640
Allocate to : 825 warrants exercise to 825
common shares
Ratio : 1 : 1
Price Per Share : Bt4.85
Exercise/Payment Date : November 30, 2001
The Central Bankruptcy Court approved on December 27, 2000
TT&T's Business Reorganization Plan, which was dated November
29, 2000.
WONGPAITOON GROUP: Posts Add'l Business Reorg Plan Info
-------------------------------------------------------
Wongpaitoon Planner Company Limited, Business Reorganization
Plan Administrator of Wongpaitoon Group Public Company Limited
(the Company), informed that the Company has completed the
increase of registered capital to Bt16,812,377,560; at that
time, the Company issued and allocated ordinary shares in the
amount of 604,845,880 shares to the creditors under
the Plan of which those creditors made the payment of share
price by converting their debts into equity. The Company also
completed the registration to increase the paid-up capital from
Bt280,000,000 to 6,328,458,800 on December 20, 2001 of which the
Company has already informed such progression to the Stock
Exchange of Thailand.
The Company submitted additional information in relation to its
Business Reorganization (the Plan) procedure as follows:
1. Number of ordinary shares which the Company reserved for a
debt-to-equity conversion are less than those mentioned in the
Plan as the exchange rate which the Planner applied in the Plan
drafting stage was different from the Plan implementation
stage. Nevertheless, to proceed with this implementation, the
Plan Administrator had already sent notices to each creditor
requesting confirmation in relation to the amount of
restructured debt and the number of shares and warrants which
will be allocated to them.
2. Number of ordinary shares to use as consideration in
purchasing the properties from Siam Unisole Company Limited are
less than the number of shares prescribed in the Plan due to the
fact that Value Added Tax (VAT) is not applied to the purchase
price of the machines under the Debt Restructuring Agreement.
This made the purchase price of the machines lower than such
price mentioned in the Plan.
3. The person who was allocated ordinary shares as mentioned
in (a) and (b) above are entitled to subscribe warrants in the
proportion of three ordinary shares to two units of warrants as
well. As the number of newly issued shares were decreased
for the above reason, this caused the decrease in the number of
allocated warrants and the ordinary shares which reserved for a
warrant exercise.
4. According to the Plan and Debt Restructuring Agreement
dated January 5, 2001, which prescribes, that the Company is
required to purchase the machines from Siam Unisole Company
Limited and the Company shall issue ordinary shares to Siam
Unisole Company Limited as a consideration to such purchase.
However, the Company could not accept machines as the payment of
share price as this contradicts the Articles of Association of
the Company. Therefore, the Company is required to amend its
Articles of Association prior to such proceeding.
To proceed with the implementation of the Plan, the Plan
Administrator filed a petition requesting the Central Bankruptcy
Court to approve for the capital restructuring and the amendment
of the Articles of Association the mentioned details on November
14, 2001 and the Central Bankruptcy Court approved such request
on November 28, 2001.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
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Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
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