/raid1/www/Hosts/bankrupt/TCRAP_Public/020201.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, February 1, 2002, Vol. 5, No. 23
Headlines
A U S T R A L I A
ANSETT AUSTRALIA: Releases Tesna Consortium Statement
AUSDOC GROUP: Strikes Agreement With Babcock & Brown
AUSTRIM NYLEX: Banks Extends Financing Facilities
BRISBANE BRONCOS: Magic Million's Application Review Underway
CENTRAL NORSEMAN: Removed From Official List
HORIZON ENERGY: Issues Second Quarter Activities Report
QUOIN (INT): Director Resigned, Auditor Appointed
RECKON LIMITED: Techold Divests Substantial Shareholding
C H I N A & H O N G K O N G
CIL HOLDINGS: Requests Trading Suspension
FELIMORE INVESTMENT: Winding Up Petition Slated For Hearing
FLOUR CITY: Winding Up Petition Hearing Set
GUANGDONG INTERNATIONAL: Failed to Attract Hotel Bidders
GUANGDONG KELON: Internal Audit Ongoing
INTERNATIONAL FISHING: Winding Up Sought By Ngai Tak Ki
PEARL ORIENTAL: Requests Trading Suspension
PINKEARN LIMITED: Petition To Wind Up Heard
SHEEN HING: Hearing of Winding Up Petition Set
TOP DIAMOND: Faces Winding Up Petition
I N D O N E S I A
ASTRA OTOPARTS: Prepays Syndicated Creditors US$4.5M Debts
BANK CENTRAL: IBRA Expects Sale Completion in One Month
J A P A N
ASAHI MUTUAL: Seeks Capital Injection From Creditor Banks
DAIEI INC: Closing 50 Plus Losing Outlets by End of August
FUJITSU LTD: Sales Impacted by Deteriorating Global Economy
MATSUSHITA ELECTRIC: Executes Own Share Repurchase
MITSUBISHI HEAVY: Enters French Nuclear Power Plant Business
SNOW BRAND: FTC Begins Investigation Over Fraud Labeling
NIPPON TELEGRAPH: Selling Y120B in 5-Year Bonds
NISSHO IWAI: Eliminating 5,000 Jobs as Part of Reorg Plan
TOSHIBA CORP: Diebold to Offer Currency Processing Systems
K O R E A
HYNIX SEMICONDUCTOR: Refuses Response Re Infineon-DRAM Report
HYNIX SEMICONDUCTOR: Limiting Chip Sales Due to Short Supply
HYUNDAI GROUP: Prudential Submits LOI for Three Units
M A L A Y S I A
BRIDGECON HOLDINGS: KLSE Grants RA Time Extension Request
CHASE PERDANA: Stay of Execution Hearing Set on Feb 20
CYGAL BERHAD: Enters New CPSP Sale, Purchase Agreement
GLOBAL CARRIERS: Court Grants Extension, Restraining Order
KELANAMAS INDUSTRIES: Debt Triggers Master Agreement to Lapse
L&M CORPORATION: FIC OKs Proposed Restructuring Scheme
L&M KINABALU: Faces Winding Up Petition From Grorich
MALAYSIAN GENERAL: Formulates New Restructuring Proposal
MTJ DEVELOPMENT: RAM Lowers CP Rating to `P2(bg)'
PANGLOBAL BERHAD: Resolutions Passed at 36th AGM
SRI HARTAMAS: Creditors Approve Unit PPSB's Workout Proposal
SRI HARTAMAS: Gets Creditors' Nod on Workout Proposal
TECHNO ASIA: Obtains KLSE's Articles Amendments Approval
TONGKAH HOLDINGS: RAM Downgrades Bond to C3
P H I L I P P I N E S
EAST ASIA: Creditors Approve Rehabilitation Plan
MONDRAGON INTERNATIONAL: Wants Mimosa Lease Re-Negotiation
NATIONAL POWER: Meralco Seeks to Cut Bulk Power Purchases
S I N G A P O R E
CAPITALAND LIMITED: Appoints Keong Wen Hui as Secretary
FHTK HOLDINGS: Posts Shareholder's Interest Notice
ASTI HOLDINGS: Issues Notice on Shareholder's Interest
NATSTEEL LTD: Enters Two Conditional Agreement With GPL, GTL
SEMBCORP INDUSTRIES: Singapore Tech Changes Deemed Interest
T H A I L A N D
M.E.C. CRAIN: Petition for Business Reorganization Filed
PRASIT PATANA: Posts Rehabilitation Plan Progress Report
THAI HEAT: Court Appoints Management Planner
- - - - - - - -
=================
A U S T R A L I A
=================
ANSETT AUSTRALIA: Releases Tesna Consortium Statement
-----------------------------------------------------
Tesna co-Chairmen Solomon Lew and Lindsay Fox said Tuesday,
January 29, 2002, "We are very pleased with the outcome of the
Ansett creditors meeting."
"The outcome of the meeting in which creditors voted to approve
the sale of the Ansett mainline assets to Tesna Holdings Pty
Ltd, represents the satisfaction of a critical prerequisite as
we work towards the completion of the sale agreement of the
administrators."
"While the meeting was essentially a matter between the
administrators and the creditors we obviously had a vital
interest in the outcome. Support for the sale agreement with
Tesna by the creditors, particularly from our prospective
employees and customers, is valued as a vote of confidence."
Earlier, Tesna announced the appointment of Captain Mark
Rindfleish as Executive General Manager Operations following the
resignation of Captain Trevor Jensen, current Head of Operations
of Ansett Mark II.
Captain Rindfleish is a 27 year veteran of Ansett having joined
in 1974. He was most recently Vice President of Flight
Operations and Chief Pilot of the Ansett Australia mainline
airline.
His new role involves responsibility for all flight operations,
national network operations, airline engineering services,
safety, security and environment and regulatory, compliance and
assurance.
His appointment will become effective on completion of the sale
agreement between Tesna and the Ansett administrators.
AUSDOC GROUP: Strikes Agreement With Babcock & Brown
----------------------------------------------------
The Board of AUSDOC Group Limited (ASX:AUD) together with
investment bank Babcock & Brown (B&B) announced an agreed joint
approach to realizing value in the Company for all AUSDOC
shareholders. The terms of the agreement provide full support
for the current sale process with B&B contributing through Board
representation.
The terms by which both parties have come together are:
* The AUSDOC Board has agreed to invite two Directors of B&B,
Andrew Tyndale and Robert Topfer, to join the AUSDOC Board.
* The 18 February EGM called by B&B will be cancelled and all
resolutions pertaining to it will be withdrawn.
* B&B has discontinued the legal action in the Supreme Court
of NSW and all parties have agreed to bear their own costs in
the matter.
* AUSDOC and its Board withdraw assertions made against B&B
and Mr Tony Hartnell in any material published by the Company.
* The current sale process initiated by the AUSDOC Board will
continue with the assistance of UBS Warburg as financial
advisers.
AUSDOC Managing Director, Mr Alan Freer, and B&B Director, Mr
Andrew Tyndale, jointly stated that both organizations are
totally committed to the sale process. To that end, a sale
process sub-committee will be formed by the Board comprising
Michael Butler, Peter Reilly, Alan Freer and a B&B nominee.
Commenting on the announcement, Mr Freer said, "This is a most
appropriate outcome and one that the Board believes will
optimize shareholder value. We look forward to progressing the
sale process with B&B's committed support and to delivering
value for shareholders.
Mr Tyndale said, "Throughout, our goal has been to realize the
true value of AUSDOC for all shareholders. Now in conjunction
with the Board we are all able to move ahead with common
purpose, and we look forward to delivering a satisfactory
outcome for the Company, shareholders and employees."
AUSTRIM NYLEX: Banks Extends Financing Facilities
-------------------------------------------------
Directors of Austrim Nylex Ltd announced that agreements have
been reached with each of the group's five banks for a
continuation of financing facilities and support for the group's
ongoing operations and re-structuring plans from July 1, 2002 to
January 1, 2003.
The banks agreed to the extension of the banking facilities
following a series of presentations regarding the group's
operating outlook and long term strategic plans.
The banking facilities, worth approximately $400 million, are
expected to be rolled over on a regular basis as Austrim Nylex's
restructuring of operations will be well underway.
Managing Director and Chief Executive Officer, Mr Peter Crowley,
said "The extension of the banking facilities is a clear
indication of support for our restructuring of operations, as
well as our current and projected trading position."
Austrim Nylex now comprises five core operating divisions; Plant
Hire, Building Products, Plastic Products, Automotive Products
and Engineered Products. The directors reiterate their forecast
of Earnings Before Interest, Tax, Depreciation and Amortization
for these five divisions of approximately $100 million in the
2001-2002 financial year.
Mr Crowley added, "We are currently involved in detailed
discussions with a range of interested parties regarding the
divestment or restructuring of a range of operations, which we
have determined are not part of our strategy for the future."
The company has also announced that Chairman Mr John Moule has
resigned as a director. Mr Crowley paid tribute to Mr John Moule
for his services to Austrim Nylex throughout a very difficult
period for the group.
Mr Dick Nitto has been elected Chairman of the company. Mr Nitto
joined the Board of Austrim Nylex Limited on 27 August 2001. He
is Chairman of the WesTrac Holdings Pty Limited Group (including
WesTrac's Caterpillar dealerships in Western Australia and North
Eastern China). Mr Nitto was Chief Executive of Caterpillar
Australia from 1991 to 1999 and his career with Caterpillar Inc
spanned 33 years.
In addition, Ms Veronica Vidal, has ceased to act as legal
counsel and a director.
BRISBANE BRONCOS: Magic Million's Application Review Underway
-------------------------------------------------------------
The Takeovers Panel, further to its announcement on Tuesday 29
January, advised that it is still continuing discussions with
parties in relation to the application from Magic Millions under
section 657EA of the Corporations Act requesting a review of the
decisions in the Brisbane Broncos Nos 1 and 2 proceedings.
The Review Panel will make an announcement on the result of
those discussions to the market as soon as it is able. The
Review Panel is aware of the already long delay in the making of
the two takeover bids which have been announced for Broncos and
will seek to ensure that the matter is resolved as quickly as
possible.
The sitting Panel in this review application is Simon McKeon,
acting President, Ian Ramsay and Carol Buys.
CENTRAL NORSEMAN: Removed From Official List
--------------------------------------------
Central Norseman Gold Corporation Limited (the Company) will be
removed from the official list of Australian Stock Exchange
Limited as from the close of trading on Friday, 1 February 2002,
at the request of the Company's directors, following the
Company's merger by way of scheme of arrangement with Croseus
Mining NL.
HORIZON ENERGY: Issues Second Quarter Activities Report
-------------------------------------------------------
The Directors of Horizon Energy Investment Management Limited
(HEIML), the manager for Horizon Energy Investment Group
(Horizon), released the quarterly update for the three months
ended 31 December 2001.
OPERATING PERFORMANCE
Horizon's only investment is its 25 percent interest in the Loy
Yang Power partnership (LYP). LYP's key operating results for
the period are shown in the table below:
3 MONTHS TO 3 MONTHS TO
31 DEC '01 31 DEC '00
Generation revenue $125.3 m $101.0 m
Other revenue $15.7 m $16.9 m
Total revenue $141.0 m $117.9 m
Available Capacity Factor (ACF)(1) 91.7% 96.1%
Generation Sold 3,605 GWh 3,764 GWh
The key observations to be noted are:
* On 22 December 2001, one of LYP's four units (Unit 4) was
isolated from the grid as a result of an internal electrical
fault, which caused considerable damage to the generator unit.
* LYP's generation revenue for the December 2001 quarter of
$125.3 million was 24.1 percent greater than the previous
corresponding period. The increase in generation revenue, in
spite of the forced outage towards the end of December, reflects
higher pool and contract prices received by LYP, as well as
lower than normal generation revenue received for the December
2000 quarter caused by the Latrobe Valley wide industrial
actions in early November 2000.
* Plant ACF reduced to 91.7 percent due in part to the forced
outage at
unit 4.
(1) ACF represents the proportion of nameplate plant capacity,
which was available to meet demand over the period.
FINANCIAL CONDITIONS OF LOY YANG POWER
The key event currently impacting on the financial conditions of
LYP is the forced outage of unit 4. As HEIML advised on 18
January 2002, LYP is proceeding with the option of utilizing a
replacement Siemens generator from a decommissioned plant in
Germany. This is expected to return the unit to service towards
the end of April 2002.(2)
LYP's insurance programmed provides coverage for property damage
and business interruption as a result of plant failure and LYP
management has no reason to believe that the incident was not an
insured event.
As LYP's insurance policies incorporate deductibles, which are
typical of the industry, LYP's net operating cashflows during
the period of the outage will be adversely affected. However,
there is no evidence to suggest that LYP's long term operating
cashflows will be affected by the incident.
The short term financial impact of the outage is sensitive to a
number of factors including the timing of repairs and receipt of
insurance proceeds. LYP is continuing the detailed investigation
of the incident and is working with insurers and insurance
consultants with the objective of clarifying the timing of
insurance receipts. The market will be kept informed of further
developments, as they become known.
ELECTRICITY MARKET DEVELOPMENTS
Demand weighted pool prices for the December 2001 quarter
averaged $27.77 per MWh, 23.6 percent below the December 2000
quarterly average of $36.35 per MWh. The decrease from the
December 2000 average reflected, in part, the high price events
during the Latrobe Valley wide industrial actions in early
November 2000, which served to increase the average price for
the December 2000 quarter.
The contract market continued to be relatively subdued during
the quarter, though flat load contract prices for the 2002 and
2003 calendar years have remained above $40 per MWh. It is
anticipated that retailers may look to renew contract
negotiations over the next few months for the 2002 and 2003
calendar years.
The unexpected outage of Unit 4 at LYP may introduce additional
volatility into the electricity market during periods of high
demand over the summer peak. NEMMCO has indicated that it will
closely monitor the adequacy of generation capacity to ensure
the reliability and security of electricity supply.
OUTLOOK
LYP's net operating cashflows during the forthcoming period of
the outage will be adversely affected. The financial impact is
sensitive to a number of factors including the timing of repairs
and receipt of insurance proceeds. LYP is continuing its
investigation of the incident and is working to clarify these
factors.
(2)Siemens has agreed to warrant that the unit will be
operational within the envisaged timeframe and certain
performance standards of the generator.
While the incident was unpredictable, HEIML notes that forced
outages are an inherent risk of operating any power station. The
electrical fault of the kind experienced on unit 4 is not common
in the industry, however the resulting damage is usually
considerable should one occur. Notwithstanding the short term
financial impact of the outage, the value of Horizon's LYP
investment is ultimately underpinned by the long life nature of
the asset and its competitive position in the National
Electricity Market.
The forced outage has served to emphasize the importance of
financial structuring considerations in relation to the
repayment of the $500 million bullet in 2003. HEIML believes
this will be a major step towards putting LYP on a stronger
financial footing thereby unlocking the value of Horizon's
investment.
For further information contact:
Dennis Eagar
MANAGER, External Affairs
Horizon Energy Investment Management Limited
Ph: (02) 8232 6771
QUOIN (INT): Director Resigned, Auditor Appointed
-------------------------------------------------
The Board of Directors of Quoin (Int.) Limited announced the
resignation of Christopher Mark Clifford, which took effect on
29 October 2001. Mr Clifford remains Chief Executive Officer of
Quoin Technology Pty Ltd.
The Board of Directors also advised that at an Extraordinary
General Meeting of shareholders held on 17 October 2001 it was
unanimously resolved to remove the current auditor and appoint
Richard Hill and Associates Pty Ltd who practice in both Sydney,
Australia and Port Moresby, Papua New Guinea.
TCR-AP reported October last year that Bank of South Pacific in
Port Moresby appointed a Receiver with limited powers to the
business operations of the Granville Motel in Port Moresby, Papa
New Guinea. Immediate steps had been taken to get detailed
legal advice on the removal of the Receiver purportedly
appointed by the Bank.
RECKON LIMITED: Techold Divests Substantial Shareholding
--------------------------------------------------------
Reckon Limited (Reckon) announced that one of its substantial
shareholders, Techold Pty Limited (Techold), has agreed to
divest itself of its shareholding in Reckon. Techold currently
holds 11,336,875 shares in Reckon, which represents 9.08 percent
of Reckon's issued capital, and became a shareholder in Reckon
in 1998, prior to the listing of the Reckon on the Australian
Stock Exchange.
Techold's mandate is to operate as either a provider of seed
capital or the holder of a controlling interest in any entity in
which it invests and, as such, Techold had canvassed the
possibility of acquiring a controlling share in Reckon by
negotiating with the other substantial shareholders. It was
unable to secure a sufficient quantity of shares by this method
and in the circumstances made the decision to offer to sell its
holding off market to some of Reckon's other substantial
shareholders.
Following negotiations, it has now been agreed that Techold will
sell half of its holding to Mr Greg Wilkinson, Reckon's Chief
Executive Officer and the other half to Mr Clive Rabie, Reckon's
Chief Operating Officer.
Mr Wilkinson commented: "We have always had a close and
excellent working relationship with Techold. Their initial
investment in Reckon came at a time when the company was
required to make the leap to a higher level of operation, and we
have been grateful for their support since that time. However,
we were aware of Techold's mandate and understand the reasoning
behind their decision." Mr Wilkinson added: "The decision by
Clive Rabie and myself to each acquire half of Techold's holding
reflects our continued belief in Reckon's future and its long
term potential."
According to Wrights Investors' Service, Reckon has paid no
dividends during the last 12 months. It also reported losses
during the previous 12 months.
================================
C H I N A & H O N G K O N G
================================
CIL HOLDINGS: Requests Trading Suspension
-----------------------------------------
CIL Holdings Limited requested trading in its shares be
suspended, effective 10:00 a.m. Thursday, 31 January, 2002,
pending an announcement in relation to a proposed shares
subscription.
Days ago, the TCR-AP reported that the Group has a net current
liabilities of approximately HK$156 million and a total
liabilities to equity ratio of approximately 5.16 times. The
management is in negotiations with all the creditors of the
Company for a settlement proposal but no agreement has been
reached yet.
FELIMORE INVESTMENT: Winding Up Petition Slated For Hearing
-----------------------------------------------------------
The petition to wind up Felimore Investment Limited will be
heard before the High Court of Hong Kong on Wednesday, January
30, 2002 at 10:00 am. The petition was filed with the court on
October 30, 2001 by the Commissioner of Inland Revenue of Hong
Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong.
FLOUR CITY: Winding Up Petition Hearing Set
-------------------------------------------
The petition to wind up Flour City Architectural Metals (Asia)
Limited is scheduled for hearing before the High Court of Hong
Kong on March 6, 2002 at 9:30 am.
The petition was filed with the court on December 14, 2001 by
International Bank of Asia Limited whose registered office is
situated at International Bank of Asia Building, 38 Des Voeux
Road Central, Hong Kong.
GUANGDONG INTERNATIONAL: Failed to Attract Hotel Bidders
--------------------------------------------------------
DebtTraders analyst, Daniel Fan (852-2537-4111) and
Blythe Berselli (1-212-247-5300), say that Guangdong
International Trust & Investment Corporation (GITIC) received no
bids again for its 63-storey Guangdong International Hotel. The
defaulted provincial funding arm planned to sell the hotel at a
minimum price of RMB1.3 billion (US$157 million), which was
adjusted downward from RMB1.6 billion (US$193 million) last
time, to help repay its $3 billion of debt, including the GITIC
6.75% Bond due '03.
According to DebtTraders, Guangdong International's 6.750% bonds
due on 2003 (GITIC1) are trading between 14.5 and 16.5. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GITIC1for
real-time bond pricing.
GUANGDONG KELON: Internal Audit Ongoing
---------------------------------------
The Board of Directors (the Board) of Guangdong Kelon Electrical
Holdings Company Limited (the Company) announced the Company is
still conducting an internal audit in relation to the connected
transactions and inter-company financial arrangements with its
single largest shareholder, Guangdong Kelon (Rongsheng) Group
Company Limited.
Currently, the Board of the Company is using its best endeavors
to carry out the final stages of the verification exercise and
will make an announcement on the results as soon as possible.
Trading in the shares of the Company remains suspended pending
the release of such announcement.
INTERNATIONAL FISHING: Winding Up Sought By Ngai Tak Ki
-------------------------------------------------------
Stephen Ngai Tak Ki is seeking the winding up of International
Fishing Tackle Association Company Limited. The petition was
filed on November 13, 2001, and was heard before the High Court
of Hong Kong on January 30, 2002.
Stephen Ngai Tak Ki holds its registered office at Flat A, 2nd
Floor, Block 3, Fullview Garden, 18 Siu Sai Wan Road, Chai Wan,
Hong Kong.
PEARL ORIENTAL: Requests Trading Suspension
-------------------------------------------
Pearl Oriental Holdings Limited (the Company) requested trading
in its shares has been suspended, effective 10:00 a.m.
Wednesday, 30 January, 2002, pending the issue of the
announcement regarding the completion of Share Sale Agreement
and the entering of Supplemental Agreement of the Company in
relation to the early completion and adjustment of
consideration in respect of the Sale Share Agreement.
PINKEARN LIMITED: Petition To Wind Up Heard
-------------------------------------------
The petition to wind up Pinkearn Limited was heard before the
High Court of Hong Kong on January 30, 2002 at 10:00 am. The
Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5
Gloucester Road, Wanchai, Hong Kong, filed the petition with the
court on October 30, 2001.
SHEEN HING: Hearing of Winding Up Petition Set
----------------------------------------------
The petition to wind up SHEEN HING LIMITED was scheduled for
hearing before the High Court of Hong Kong on Wednesday, January
30, 2002 at 10:00 am. The petition was filed with the court on
October 30, 2001 by the Commissioner of Inland Revenue of Hong
Kong, whose office at Revenue Tower, 5 Gloucester Road, Wanchai,
Hong Kong.
TOP DIAMOND: Faces Winding Up Petition
--------------------------------------
The petition to wind up Top Diamond Investment Limited was
scheduled for hearing before the High Court of Hong Kong on
Wednesday, January 30, 2002 at 10:00 am.
The petition was filed with the court on October 30, 2001 by the
Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5
Gloucester Road, Wanchai, Hong Kong.
=================
I N D O N E S I A
=================
ASTRA OTOPARTS: Prepays Syndicated Creditors US$4.5M Debts
----------------------------------------------------------
PT Astra Otoparts has prepaid debts worth US$4.5 million to its
syndicated creditors led by Fuji Bank Ltd and LTCB Merchant Bank
Singapore, AFX reported Wednesday, referring to the Koran Tempo
quoting company's Investor Relations Manager Alexander Sancoyo.
Wrights Investors' Service reported that the company's long term
debt was Rp250.63 billion and total liabilities were Rp978.20
billion. The long term debt to equity ratio of the company is
0.33.
BANK CENTRAL: IBRA Expects Sale Completion in One Month
-------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) expects to
complete the sale of the government's 30 percent share in PT
Bank Central Asia Tbk (BCA) in one month, IndoExchange reports,
citing IBRA Chairman I Putu Gde Ary Suta.
"Our lawyers and financial advisers are studying all of the
offers filed by the bidders," Suta said, adding that IBRA has
already submitted all the documents needed by Bank Indonesia to
conduct the fit and proper test on the bidders.
The State took BCA management from the Salim Group in late 1998
after financial injection to rescue the bank. IBRA has been
trying to sell the bank since late 2000, but facing disruptions
from several parties. The failure to dispose of BCA was one of
the major reasons for the International Monetary Fund (IMF) to
suspend its US$5 billion bailout program for almost nine months.
=========
J A P A N
=========
ASAHI MUTUAL: Seeks Capital Injection From Creditor Banks
---------------------------------------------------------
Asahi Mutual Life Insurance Co is hoping for a capital injection
from its major creditor banks, such as Dai-Ichi Kangyo Bank, in
order to improve its financial status, AFX News reports. The
amount of money was not disclosed but Asahi hopes to receive
funding sometime in 2002.
Last year, struggling Asahi Mutual Life Insurance Co planned to
scale back its corporate business and withdraw from personal
installment loans, TCR-AP reported last month. The restructuring
plan is reportedly being undertaken in preparation for a
projected merger with Tokio Marine & Fire Insurance Co.
DAIEI INC: Closing 50 Plus Losing Outlets by End of August
----------------------------------------------------------
President of Daiei Inc, Kunio Takagi, said that the Company
plans to close 50-plus loss-making outlets by the end of August.
The struggling supermarket chain operator aims to rapidly
improve its performance, Namnews reported last week.
TCR-AP reported last week that the Company will also reduce
interest-bearing debt to less than Y1 trillion by the end of
February 2005, targeting group pretax profit of Y54 billion and
net profit of Y30 billion in the final year of the restructuring
plan. Daiei will lessen its group workforce by 5,000 employees,
on top of the 1,000 at the parent level, partly through the sale
and closure of its units.
FUJITSU LTD: Sales Impacted by Deteriorating Global Economy
-----------------------------------------------------------
Fujitsu Limited, the global leader in Internet-based information
technology solutions, announced on January 29, 2002 a
consolidated net sales of Y1,058.7 billion (US$8,021 million)
for the third quarter of Fiscal Year 2001 (October 1 - December
31, 2001), a decline of 13 percent over the same period in
fiscal 2000. Amidst a worsening global economy, Fujitsu faced a
difficult operating environment in the third quarter.
The terrorist incidents of September 11 contributed to a
deepening downturn in the United States, while the pace of
growth further slowed in Europe and Asia, and the Japanese
economic environment deteriorated, as exports and capital
expenditure contracted and consumer spending weakened. Although
inventory adjustments addressing the worsening supply-demand
balance in such areas as mobile phones progressed, and there
were indications late in the period that consumer demand was
bottoming out in the U.S. and some other regions, continuing
cutbacks in corporate investment, especially among
telecommunications carriers, along with further deterioration in
a semiconductor market that had yet to hit bottom made for a
difficult quarter overall.
Fujitsu recorded a consolidated operating loss of Y45.8 billion
(US$347 million) for the quarter, compared with an operating
profit of Y7.6 billion in third quarter of fiscal 2000.
Operating income for services & software increased more than
five-fold, boosted by higher domestic earnings in services and
progress in the restructuring of overseas subsidiaries. An
operating profit was also recorded in information processing,
where higher sales of servers and file storage systems helped to
offset the impact of lower sales of small form factor magnetic
disk drives and personal computers. On the other hand, operating
losses in telecommunications widened, as North America-based
telecommunications carriers in particular continued to postpone
new investments, leading to weaker demand and pricing for
optical transmission systems. Electronic devices recorded a
large operating loss for the quarter, impacted by a major
weakening of demand that led to lower capacity utilization
levels and severe price erosion.
In addition, in an aggressive move to restore profitability,
Fujitsu took a charge to earnings to cover the costs of exiting
the business of small form factor magnetic disk drives for
desktop PCs and reorganizing its overseas semiconductor
production facilities. As a result, the company recorded a
consolidated third quarter net loss of Y106.1 billion (US$804
million), compared to a net loss of Y69.0 billion in the
previous corresponding period.
Results by Business Segment
Services & Software
Consolidated third quarter sales of services & software were
Y410.5 billion (US$3,110 million), an increase of 3 percent from
the same period in fiscal 2000. There was steady growth in Japan
sales of outsourcing and other services, and the low value of
the yen raised the converted value of overseas subsidiaries'
contributions to sales. Corporate cutbacks in IT spending in the
U.S. and Europe, however, resulted in lower sales of services
there, holding overall sales growth to just 3 percent.
Information Processing
In information processing, consolidated third quarter sales were
Y322.4 billion (US$2,443 million), down 11 percent from the
corresponding period in the previous fiscal year. Domestic sales
of large-scale servers and file storage systems continued to
increase, and results were also favorable for new mobile phone
models introduced in the second quarter. However, global demand
for personal computers declined considerably compared to the
previous year, and PC sales in Japan fell. As a result, total
domestic information processing sales declined. This, together
with lower overseas sales reflecting the impact of Fujitsu's
exit from production of small form factor hard disk drives for
desktop PCs, resulted in an overall sales decline for the
category.
Telecommunications
Consolidated third quarter telecommunications sales were Y126.9
billion (US$961 million), a decrease of 20 percent from the same
period in fiscal 2000. In Japan, sales of next-generation IMT-
2000 switching and base station systems increased. Overseas,
however, there was severe tightening of investment by
telecommunications carriers, particularly in North America, and
a recovery is still not in sight. Accordingly, sales of optical
transmission systems for North America-based carriers declined
precipitously, reducing overall sales for the category.
Electronic Devices
Consolidated third quarter sales of electronic devices fell 41
percent to Y119.7 billion (US$907 million). Unprecedented poor
conditions in the semiconductor market continued, as a major
decline in demand forced continued large-scale inventory and
production adjustments. Sales of all key products, including
flash memory, logic ICs, SAW filters, and compound
semiconductors, were down significantly.
Revised Projections for Fiscal Year 2001
Since the last earnings projections in October, the U.S.
economic downturn has deepened, and the seriousness of
structural problems in the worldwide economy has increased.
While there were some indications that consumer spending in the
U.S. may have bottomed out toward the end of the year, since
then it appears that capital investment and consumer spending
for the Japanese economy are likely to slow. Moreover, there is
no immediate prospect for recovery by North America-based
telecommunications carriers, and a turnaround in semiconductor
demand cannot be expected within this fiscal year.
Although third quarter results were roughly in line with the
previous forecast, fourth quarter financial results in such
areas as electronic devices, optical transmission equipment,
personal computers, hard disk drives and services are likely to
be greatly affected by the above-mentioned factors. In addition,
the weakened yen will increase the converted value of the costs
associated with overseas restructuring activities, and further
restructuring is needed in each division.
Taking these factors into consideration, Fujitsu has revised the
earnings projections it made in October, to:
Fujitsu Limited Consolidated Earnings Forecast for Fiscal 2001
FY2001 Projections
(As of Oct. 24, 2001) (Billion Yen)
(As of 01/29/02) Prev. Forecast Revised Forecast Difference
Net Sales 5,200 5,000 - 200
Operating Income (Loss) 0 (75) - 75
Extraordinary Income (Loss) (350) (420) -70
Net Income (Loss) (310) (380) - 70
FY2000 (actual)
5,484.4
244.0
(32.1)
85.0
Notes:
All yen figures have been converted to US dollars for
convenience only at a uniform rate of $1 = Y132.
FY 2001 from April 1, 2001 - March 31, 2002; FY 2000 from April
1, 2000 - March 31, 2001
Due to uncertainties relating to changes in demand for products
and components in key markets (Japan, U.S., Europe, etc.),
currency exchange rate fluctuations, Japan and U.S. stock market
conditions, and other factors, actual results may vary
substantially from projections above.
About Fujitsu
Fujitsu is a leading provider of Internet-focused information
technology solutions for the global marketplace. Its pace-
setting technologies, best-in-class computing and
telecommunications platforms, and worldwide corps of systems and
services experts make it uniquely positioned to unleash the
infinite possibilities of the Internet to help its customers
succeed. Headquartered in Tokyo, Fujitsu Limited (TSE:6702)
reported consolidated revenues of Y5.48 trillion for the fiscal
year ended March 31, 2001.
For more information, see: http://www.fujitsu.com/
Contact:
Yuri Momomoto or Robert Pomeroy
Fujitsu Limited, Public Relations
Tel: +81-3-3215-5259 (Tokyo)
MATSUSHITA ELECTRIC: Executes Own Share Repurchase
--------------------------------------------------
Matsushita Electric Industrial Co., Ltd. (TSE: 6752 / NYSE and
PCX: MC) best known for its "Panasonic" and "National" brand
products, announced Monday, January 29, 2002, that it has
purchased a portion of its own shares in conformity with
provisions of Clause 4 of Article 3 of supplementary rules to
the amended Japanese Commercial Code.
Details of the share repurchase are:
1. Class of shares: Common stock 2. Period of purchase: Between
January 11, 2002 and January 28, 2002 3. Aggregate purchase
amount: 23,725,197,000 yen 4. Aggregate number of shares
purchased: 14,000,000 shares 5. Method of purchase: Shares were
purchased on the Tokyo Stock Exchange (Reference) 1) The
following are the resolutions that were adopted by the
Matsushita's Board of Directors on January 10, 2002. - Class of
shares: Common stock - Aggregate purchase amount: Up to Y100
billion - Aggregate number of shares to be purchased: Up to 60
million shares - Period to purchase: Between January 11, 2002
and late April 2002 2) Share repurchase as provided in the
Articles of Incorporation. - Maximum number of repurchaseable
shares as provided in the Articles of Incorporation: 200 million
shares - Total number of shares repurchased until now from the
date when the provision was adopted in the Articles of
Incorporation: 14 million shares
Matsushita Electric Industrial Co., Ltd. is one of the world's
leading producers of electronic and electric products for
consumer, business and industrial use, which it markets around
the world under the "Panasonic," "National," "Technics" and
"Quasar" brand names. Matsushita's shares are listed on the
Tokyo, Osaka, Nagoya, Fukuoka, Sapporo, Amsterdam, Dusseldorf,
Frankfurt, New York, Pacific and Paris stock exchanges. For more
information, visit the Matsushita web site at the following URL:
http://www.panasonic.co.jp/global/
With respect to the share exchange between Matsushita Electric
Industrial Co., Ltd. (MEI) and Matsushita Communication
Industrial Co., Ltd. (MCI)
MEI presently expects that a registration statement will be
filed with the Securities and Exchange Commission (SEC) under
the Securities Act of 1933, as amended, in connection with the
above share exchange, which is related to the share purchase
referred to in this press release, and that the prospectus
included therein will be distributed to holders of MCI common
stock in the United States. U.S. investors are urged to read the
prospectus because it will contain important information about
MEI and MCI, and the proposed share exchange between the two
companies. You may read, and copy (upon payment of fees
prescribed by the SEC) any documents filed by MEI, including the
registration statement (if filed), at the SEC's public reference
room, which is located at 450 Fifth Street, N.W., Washington
D.C. 20549, telephone number: 1-800-732-0330. In addition,
copies of the registration statement (if filed) will be made
available free of charge through MEI's Corporate Finance & IR
Group in Japan, telephone number: 81-6-6906-1763.
With respect to the share exchange between MEI and each of
Kyushu Matsushita Electric Co., Ltd., Matsushita Seiko Co.,
Ltd., Matsushita Kotobuki Electronics Industries, Ltd. and
Matsushita Graphic Communication Systems, Inc.
Each of the above four share exchanges (Transaction), which are
related to the share repurchase referred to in this press
release, involves shares of common stock of a non-U.S. company.
The Transaction is subject to disclosure requirements of a non-
U.S. country that are different from those of the United States.
Financial information included in this press release, if any,
has been prepared in accordance with non-U.S. accounting
standards that may not be comparable to the financial
information of United States companies.
It may be difficult for you to enforce your rights and any claim
you may have arising under the U.S. federal securities laws,
since the issuer of the securities is located in a non-U.S.
country, and some or all of its officers and directors may be
residents of a non-U.S. country. You may not be able to sue a
non-U.S. company or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws. It may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment.
About Matsushita Electric Industrial Co., Ltd.
Matsushita Electric Industrial Co., Ltd. (TSE: 6752)(NYSE: MC),
best known for its Panasonic, National, Technics, and Quasar
brand names, is a worldwide leader in the development and
manufacture of electronics products for a wide range of
consumer, business, and industrial needs. Based in Osaka, Japan,
the company recorded consolidated sales of US$61.45 billion for
the fiscal year ended March 31, 2001. In addition to the Tokyo
Stock Exchange, Matsushita's shares are listed on the Amsterdam,
Dusseldorf, Frankfurt, New York (NYSE: MC), Pacific, and Paris
stock exchanges.
Contact:
Akira Kadota International PR, Tokyo Tel: 03-3578-1237 Fax: 03-
3437-2776 Yoshihiro Kitadeya International PR, Osaka Tel: 06-
6908-0447 Fax: 06-6907-2013
MITSUBISHI HEAVY: Enters French Nuclear Power Plant Business
------------------------------------------------------------
Mitsubishi Heavy Industries Ltd will enter France's nuclear
power plant market in cooperation with French firm, Comex
Nucleaire, Associated Press reported on Wednesday. Both
companies agreed to set up a joint technical team in Marseilles
to facilitate cooperative activity in France, Mitsubishi said in
a release.
The release said that the overall consensus in France is that
there will be very little or even no new nuclear power plant
construction in the near future. Therefore, Mitsubishi's sales
strategy will focus on post-operational service activities to
existing plants there. Comex, which has more than 200 engineers,
has provided maintenance and service expertise to more than half
of France's power generation facilities.
TCR-AP reported last month that due to aggressive cost-cutting
measures, the debt-strapped Mitsubishi Heavy in November reduced
its group net losses to Y8.26 billion in the first half of
fiscal year 2001, compared to the Y23.47 billion in losses
during the same period a year earlier.
SNOW BRAND: FTC Begins Investigation Over Fraud Labeling
--------------------------------------------------------
The Fair Trade Commission (FTC) will investigate Snow Brand Food
Co on allegations that it has violated a labeling law by putting
fraudulent labels on their products, Kyodo News said Wednesday,
citing Secretary General Akio Yamada of the antimonopoly
watchdog.
The Secretary said the probe relates to suspicions that Snow
Brand Food sold Hokkaido beef, falsely labeling it as
originating from Kumamoto Prefecture, out of fear that consumers
would avoid Hokkaido-bred beef because of the mad cow disease
scare.
NIPPON TELEGRAPH: Selling Y120B in 5-Year Bonds
-----------------------------------------------
Nippon Telegraph and Telephone Corp (NTT) will issue Y120
billion ($899 million) in five-year domestic straight bonds with
a coupon of 0.81 percent, to cope with a sluggish core business,
Reuters reported on Wednesday.
NTT President Junichiro Miyazu said the total cost of the
massive overhaul would amount to Y1.2 trillion. In 2001, NTT
issued Y390 billion in debt, all with 10-year maturities. The
newest issue, which will also be managed by Tokyo-Mitsubishi
Securities Co Ltd, was priced at Y99.96. The coupon was set at
an 11-basis-point spread above the corresponding five-year
government bond.
In early October, NTT filed a shelf registration for one
trillion yen in debt, valid for two years. NTT posted a
consolidated net loss of Y262 billion in the first half of its
business year to September, but positive cash flow from
operations of three trillion yen. The payment date for the five-
year billion yen issue is February 12, 2002.
NISSHO IWAI: Eliminating 5,000 Jobs as Part of Reorg Plan
---------------------------------------------------------
Trading company Nissho Iwai Corp will eliminate 5,000 jobs from
its current 19,000 workforce, as part of its three-year
restructuring plan, Japan Times reported on January 30.
The move would cut Nissho Iwai's consolidated interest-bearing
debts to Y1.3 trillion from Y2.37 trillion. The company will
consider securitizing its main office building in Tokyo and
disposing of idle real estate and financial assets.
The new program is expected to aid Nissho Iwai chalk up a
consolidated net profit of Y22.5 billion and a pretax profit of
Y73 billion on group sales of Y4.7 trillion in fiscal 2004.
TOSHIBA CORP: Diebold to Offer Currency Processing Systems
----------------------------------------------------------
Diebold, Incorporated (NYSE: DBD) announced on January 30, 2002
that it has signed an agreement with the Toshiba Corporation
that grants Diebold the exclusive right to sell, install and
service its currency processing systems in the United States,
other United States territories and the Bahamas.
Toshiba's automated currency processing systems perform a number
of important tasks, such as count, face, sort and strap large
volumes of currency. Widely recognized for speed and accuracy,
Toshiba's currency processing systems, which utilize
TouchSort(TM) and TouchSort Plus(TM) software, are sold by the
hundreds to financial institutions, casinos, theme parks, retail
operations, sports complexes and other locations where large
volumes of cash are handled.
"Diebold is a trusted business partner that's in a unique
position to satisfy any and all currency processing customers,"
said Shiochi Watanabe, senior manager, Toshiba International
Operations, Systems and Solutions Division. "High-volume cash
handling operations require dependable service and specialized
skills. Diebold's national sales and service capabilities, as
well as its hardware and software systems expertise, are
essential for installing and servicing these advanced systems."
The systems were formerly marketed by Mosler, Inc., which ceased
operations in August of 2001. As part of its purchase of certain
Mosler assets in bankruptcy court, Diebold acquired ownership
and all rights to the TouchSort(TM) and TouchSort Plus(TM)
software, which drives the Toshiba machines.
"Toshiba is recognized as the very best manufacturer of high-
volume automated cash handling hardware," said Richard Baggot,
general manager of Electronic Security and Currency Systems
Group at Diebold. "This new family of products will enable us
to enter the currency and coin processing market and improve the
effectiveness and profitability of our financial customers'
business. It also sets the stage for future growth in the
commercial, gaming, entertainment and retail markets."
To sustain its new currency handling initiative, Diebold has
opened a service parts repair center, commenced the development
of software enhancements, and established an elite national
sales and service team to support the Toshiba system, the
flagship product for a family of new Diebold currency and coin-
handling equipment.
For the past year Diebold has test-marketed a family of currency
and coin products. Now, with exclusive access to Toshiba's high-
end hardware, combined with the TouchSort software, Diebold will
launch a complete line of currency and coin handling equipment
in early 2002.
Toshiba Corporation is a $47 billion company and a world leader
in high technology products with 323 consolidated subsidiaries
worldwide. Toshiba has been active in the United States since
1965. Today, Toshiba America Inc. is the holding company for one
of the nation's leading groups of high technology companies,
including six operating companies that together span a
diversified range of modern electronics, each conducting
research and development, manufacturing and sales and service.
Diebold, Incorporated is a global leader in providing integrated
self- service delivery systems and services. Diebold employs
more than 12,000 associates with representation in more than 80
countries worldwide and headquarters in North Canton, Ohio, USA.
Diebold reported revenue of $1.76 billion in 2001 and is
publicly traded on the New York Stock Exchange under the symbol
'DBD.' For more information, visit the company's Web site at
www.diebold.com
According to TCR-AP earlier this week chipmaker Toshiba Corp
sees a larger-than-expected group operating loss for this year
related to poor sales of semiconductors and personal computers.
Toshiba's group operating loss was likely to reach Y130 billion
for the year ending March 2002, up Y20 billion from its forecast
made in late October. Nikkei said that Toshiba's chip division
was expected to post a loss of Y150 billion, hit by the steep
drop in prices of dynamic random access memory (DRAM) chips.
Toshiba also expects Y30 billion loss from the sale of its U.S.
memory chip factory to Micron Technology Inc, announced last
month.
Contact:
Media, Joseph Richardson, +1-330-490-5562, or richarj2@
diebold.com, or Investors, John Kristoff, +1-330-490-5900, or
kristoj@ diebold.com, both of Diebold
=========
K O R E A
=========
HYNIX SEMICONDUCTOR: Refuses Response Re Infineon-DRAM Report
-------------------------------------------------------------
Hynix Semiconductor Inc declined confirmation on a report that
it and Infineon Technologies AG are in talks on a possible tie
up in DRAM operations, AFX News reported on January 30.
The two firms are considering an alliance in production of
several DRAM models, according to Nihon Keizai Shimbun, citing
Infineon CEO Ulrich Schumacher. A Hynix official said that they
couldn't confirm or deny the report.
A Hynix official emphasized that the Company's policy has
remained unchanged in that it leaves the door open for
negotiations with any other firm on possible alliances. He also
said Hynix's special restructuring committee is unlikely to meet
on January 30 to discuss the deal with Micron Technology Inc.
HYNIX SEMICONDUCTOR: Limiting Chip Sales Due to Short Supply
------------------------------------------------------------
Hynix Semiconductor plans to limit chip sales to more important
clients because of a supply shortfall, according to DebtTraders
analysts, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-
247-5300). Creditors submitted a counter proposal to Micron
after turning down its $3.2 million offer on Monday. It seems
the chipmaker is trying to talk up the prices of dynamic random
access chip.
Hyundai Semiconductor'S 8.250% bond due in 2004 (HYUNS1) trades
between 65 and 69. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUNS1
HYUNDAI GROUP: Prudential Submits LOI for Three Units
-----------------------------------------------------
Prudential Financial has submitted a letter of intent (LOI) for
the struggling three Hyundai units namely, Hyundai Investment
Trust & Securities (HITS), Hyundai Investment Trust & Management
(HITM) and Hyundai Securities, according to Korea Herald on
January 31, citing the Financial Supervisory Commission (FSC).
FSC said that Prudential Financial is currently reviewing the
data sent on HITS, HITM and Hyundai Securities.
At the moment, two other U.S.-based financial groups are
preparing to submit letters of intent, but the FSC said Wilbur
L. Ross-led consortium, the government's original negotiating
counterpart, failed to find a new partner to replace American
International Group.
Prudential Financial is one of the largest insurance firms in
the U.S., with assets reaching $564.2 billion (W750 trillion) as
of September last year. It offers various financial services,
including life and non-life insurance, mutual funds, personal
pensions, corporate pensions, asset management, securities and
real estate.
===============
M A L A Y S I A
===============
BRIDGECON HOLDINGS: KLSE Grants RA Time Extension Request
---------------------------------------------------------
On behalf of Bridgecon Holdings Berhad (Special Administrators
Appointed) (BHB or the Company), Arab-Malaysian Merchant Bank
Berhad announced that the Company had on 17 January 2002,
applied to the KLSE for an extension of time to announce the
Requisite Announcement (RA) of its plan to regularize its
financial position.
The KLSE has, via its letter dated 29 January 2002, approved the
Company's application for an extension from 22 January 2002 to
28 February 2002 to enable the Company to announce its Requisite
Announcement.
Save for the above, there are no major changes to the Company's
plans to regularize its financial position.
CHASE PERDANA: Stay of Execution Hearing Set on Feb 20
------------------------------------------------------
Chase Perdana Berhad (CPB), in reference to its announcement on
28 January 2002 pertaining to the material litigation of CPB
against Pekeliling Triangle Sdn Bhd (PTSB) & 2 Ors via High
Court Suit No. S5-22-408-2000, further announced that on the 29
January 2002, the Stay of Execution hearing has been fixed for
continued hearing on 20 February 2002.
Profile
The Company's debt restructuring scheme (submitted to the SC on
12 July 2000) has been withdrawn and the Tripartite agreement
(signed between the Company, Sitt Tatt Bhd and Malaysian
Resources Corporation Bhd on 16 January 2001) has been
terminated. The Company is now in the process of formulating a
revised debt and corporate restructuring exercise.
On 25 June 2001, the Company appointed Messrs Arthur Andersen
Corporate Advisory Sdn Bhd to act as Independent Financial
Adviser to review and advise its lenders on a fresh scheme to be
presented by the Company before 11 July 2001.
CYGAL BERHAD: Enters New CPSP Sale, Purchase Agreement
------------------------------------------------------
On behalf of Cygal Berhad (Cygal or the Company), Commerce
International Merchant Bankers Berhad (CIMB) announced that
Active Accord Sdn. Bhd. (Newco), and Syed Zain Al-Kudcy bin Syed
Mahmood, Rohizir Abdul Rashid and Dato' Seow Yong Chin (Cygal
Properties Sdn. Bhd. (CPSB) Vendors) had on 30 January 2002
entered into a new Sale and Purchase Agreement (New CPSB S&P)
for the Proposed CPSB Acquisition and simultaneously rescind the
Sales and Purchase Agreement entered into on 22 August 2001 for
the Proposed CPSB Acquisition. Newco and the CPSB Vendors have
mutually agreed to enter into the New CPSB S&P to vary and
incorporate additional terms and conditions.
SALIENT TERMS OF THE NEW CPSB S&P
The salient terms and conditions of the New CPSB S&P are as
follows and shall supersede the terms and conditions as
announced on 22 August 2001:
(i) Pursuant to the New CPSB S&P, Newco proposed to acquire
following:
(a) 3,100,000 ordinary shares of RM1.00, representing the
entire issued and paid-up ordinary share capital of CPSB, for a
purchase consideration of RM22,031,000 (Agreed Consideration) to
be satisfied by the issue of 22,031,000 new ordinary shares of
RM1.00 each in Newco (Consideration Shares) at an issue price of
RM1.00 per Newco share; and
(b) 150,000 CPSB RPS, representing the entire CPSB RPS for
a cash consideration of RM1.00.
(ii) The CPSB Vendors undertake and covenant amongst others,
to carry out the following, at their own costs and expenses on
or before the Completion Date (being the date of the issue of
letter of allotment for the Consideration Shares by Newco):
(a) the discharge of all charges against the lands owned by
CPSB (Cheras Land and Penang Land) and the release of CPSB from
its obligations to repay the loans secured on both the Cheras
Land and Penang Land (CPSB Loans). In the event such release of
CPSB's obligations to settle the CPSB Loans are to be obtained
by the issuance of the Consideration Shares by Newco directly to
Pengurusan Danaharta Nasional Berhad (Chargee), the CPSB Vendors
hereby further undertake and convenant with Newco that such
issuance of the Consideration Shares shall be full and final
satisfaction of the Agreed Consideration between the parties to
the New CPSB S&P; and
(b) the release of CPSB from its obligations to repay or
settle the sum outstanding and payable by CPSB to the creditors
(Liabilities) as set out in Table 1 found at
http://www.bankrupt.com/misc/TCRAP_Cygal0131.gif
(iii) The number of new Newco shares to be issued to each of
the CPSB Vendors are as set out in Table 2 at
http://www.bankrupt.com/misc/TCRAP_Cygal0131.gif.In the event
the CPSB Vendors requested the Consideration Shares to be issued
directly to the Chargee pursuant to the terms set out in (ii)
above the entire 22,031,000 Consideration Shares will be issued
to the Chargee.
(iv) Pursuant to the New CPSB S&P, CPSB Vendors warrant that
the adjusted net tangible assets (NTA) of CPSB as at the date of
the New CPSB S&P (Adjusted CPSB NTA) shall not be less than
RM22,031,000 (Warranted CPSB NTA). In the event the Adjusted
CPSB NTA shall be less than the Warranted CPSB NTA, irrespective
of whether such inaccuracies are discovered during and/or after
the completion of the Proposed CPSB Acquisition, the purchase
consideration shall be reduced by an amount equivalent to the
difference between the Warranted CPSB NTA and Adjusted CPSB NTA
as at the date of the New CPSB S&P. The computation for the
Adjusted CPSB NTA is set out in Table 3 at
http://www.bankrupt.com/misc/TCRAP_Cygal0131.gif
(v) The total purchase consideration of RM22,031,000 for the
Proposed CPSB Acquisition was arrived at based on a willing
buyer-willing seller basis and after taking into consideration
the warranty of the CPSB Vendors that the Adjusted CPSB NTA
shall not be less than RM22,031,000.
(vi) The market value of the Cheras Land and Penang Land are
RM12,142,000 and RM10,000,000 respectively, valued using the
"Comparison Method" and the "Residual Method" of valuation,
based on valuations and inspections carried out on 12 November
2001 and 4 January 2002 respectively. The Cheras Land was valued
by City Valuers & Consultants Sdn. Bhd. while the Penang Land
was valued by Henry Butcher, Lim & Long (N) Sdn. Bhd..
(vii) The ordinary shares of CPSB and CPSB RPS will be
acquired by Newco free from all liens, pledges, charges,
mortgages or any other encumbrances whatsoever and with all
rights now or thereafter attaching thereto including any
dividends thereafter to be declared.
(viii) The new ordinary shares in Newco to be issued pursuant
to the Proposed CPSB Acquisition will rank pari passu in terms
of all respects with other ordinary shares of Newco currently in
issue and free from all liens, pledges, charges, mortgages or
any other encumbrances whatsoever.
(ix) Newco shall purchase CPSB together with the development
project to be undertaken on the Cheras Land and Penang Land
(Projects) as a going concern and the CPSB Vendors agreed to co-
operate with Newco on the management and operation of CPSB
business activities, in particular the Projects, in the manner
set out in the New CPSB S&P for the interim period commencing
from the execution of the New CPSB S&P until completion date of
the Proposed CPSB Acquisition (Interim Period).
(x) All proceeds from the sales of any housing accommodation
and/or commercial premises under the Project during the Interim
Period shall be deposited into a project account jointly
operated by two signatories to be nominated by the CPSB Vendors
and Newco. All sum deposited in the said project account shall
form part of CPSB and shall be utilized firstly, towards payment
of construction costs of the Projects and secondly, towards
payment of any other expenses for the Projects. The balance
thereof shall be handed over to the management of CPSB appointed
by Newco upon the completion of the Proposed CPSB Acquisition
and no part of the sale proceeds from the Projects shall be
utilized to settle the CPSB Loans, and Liabilities or any part
thereof which the CPSB Vendors undertakes to settle at their own
costs and expenses.
(xi) In consideration of the undertakings and agreement by
the CPSB Vendors to perform the duties provided in the New CPSB
S&P, Newco undertake that it shall upon the completion date of
the Proposed CPSB Acquisition pay and reimburse the CPSB Vendors
all costs and expenses of and incidental to the Projects to be
incurred by the CPSB Vendors in performing the duties provided
in the New CPSB S&P during the Interim Period.
The issue price of RM1.00 per new Newco share to be issued as
consideration for the Proposed CPSB Acquisition is based on the
par value of Newco shares of RM1.00 each after taking into
consideration the theoretical ex-rights price of Cygal shares
based on the five (5) days weighted average market price of
Cygal shares of RM0.79 from 23 January 2002 to 29 January 2002.
There are no liabilities to be assumed by Cygal/Newco pursuant
to the Proposed CPSB Acquisition. Information of CPSB, Cheras
Land, Penang Land as well as the prospects of the Cheras Land
and Penang Land have been announced on 22 August 2001.
DEPARTURE FROM THE POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES ISSUED BY THE SC (SC GUIDELINES)
Waivers will be sought from the SC for the following departures
from the SC Guidelines in relation to the Proposed CPSB
Acquisition pursuant to the New CPSB S&P:
(a) Assets/interests to acquired must be income generating
Pursuant to Chapter 17.06 of the SC Guidelines, the
securities/assets to be acquired must already be income
generating. However, Chapter 17.07 of the SC Guidelines further
states that "the above requirements (i.e. Chapter 17.06 of SC
Guidelines), however, do not preclude acquisitions of non-
income-generating securities/assets having a known gestation
period from temporarily causing a decline in earnings. Such
acquisitions should, however, be able to demonstrate that there
would be an enhancement in earnings once the acceptable
gestation period is over."
Based on the latest audited accounts of CPSB for the financial
year ended 30 September 2000, CPSB is non-income generating as
it is a company holding parcels of land, which are being, or to
be developed. However, CPSB has launched Phase 1 of its
development project in October 2001.
(b) Assets acquired via issue of shares must have at least 10
percent annual return on investments (Paper Shuffling)
Chapter 17.10 of the SC Guidelines stipulated that, the
acquisition of equity interests in companies, which had been
earlier acquired by the vendors by way of issue of securities
and held by the vendors for more than three (3) years, the
after-tax earnings per share of acquiree companies for the past
three (3) years should be at a level not less than 10 percent of
the par value of the equity securities.
Pursuant to the Proposed CPSB Acquisition, Newco will acquire
ordinary shares of CPSB, part of which was previously issued by
CPSB to the vendors of CPSB pursuant to the acquisition by CPSB
of the Penang Land in 1996. The Penang Land is yet to be
developed and thus, not generating returns to CPSB.
In addition, waiver will also be sought from the SC for the
departure under Section 17.12 of the SC Guidelines, whereby the
vendors of CPSB are required to undertake an offer for sale of a
certain amount of securities issued pursuant to the Proposed
CPSB Acquisition to the minority shareholders of Cygal.
EFFECTS OF THE PROPOSALS PURSUANT TO THE NEW CPSB S&P
Pursuant to the New CPSB S&P, the purchase consideration and
number of Consideration Shares to be issued to the CPSB Vendors
do not vary from that announced on 22 August 2001. Hence, the
effects of the Proposals on the share capital, NTA, substantial
shareholders' shareholdings and gearing position of Cygal/Newco
pursuant to the New CPSB S&P is similar to that announced by
CIMB on 21 November 2001.
APPLICATION TO AUTHORITIES
The Kuala Lumpur Stock Exchange (KLSE) has on 29 January 2002
approved a further extension of time to 21 February 2002 for
Cygal to submit the applications to the relevant authorities for
the Proposals pursuant to the requirement imposed under Practice
Note 4/2001 of the Listing Requirements of the KLSE.
The "Proposals" consists of the following:
* Proposed Share Exchange;
* Proposed Debt Restructuring Comprising:
(i) Proposed Financial Institutions Scheme;
(ii) Proposed Non Financial Institutions Scheme; and
(iii) Proposed Part Settlement of Amount Owing to an
Offshore Financial Institution;
* Proposed Rights Issue;
* Proposed Acquisition Of Property Development Companies;
* Proposed Employees' Share Option Scheme; and
* Proposed Transfer Of Listing Status From Cygal to a New
Investment Holding Company.
GLOBAL CARRIERS: Court Grants Extension, Restraining Order
----------------------------------------------------------
Global Carriers Berhad (the Company) and its subsidiaries have
recently obtained the sealed copy of the order dated 27 October
2001 from the Court approving the extension of the Stay and
Restraining Order for a further 9- month period up to 1 June
2002.
Profile
The Group principally carries out shipping operations, which can
be broadly classified into three categories: liquid bulk, dry
bulk and container operations.
Presently, the Global Carriers Group operates six liquid bulk
product tankers, with a total carrying capacity of 41,454 DWT.
The tankers are engaged in the liquid bulk carriage of petroleum
products for various oil majors namely, Shell Malaysia,
Petronas, Esso Malaysia and Pertamina of Indonesia.
The Group has expanded its activities to cover container
operations with the acquisition of five units of 1,100 TEU
containerships in 1996/1997. These vessels are fully chartered
out to international liner operators, for periods between six
months to four years.
The Group's trade routes, which have expanded significantly over
the past few years, now cover Asia, the Far East, Africa and the
European and Mediterranean countries.
Due to its substantial capital investment exceeding RM320m in
acquiring vessels in 1996/1997, Global Carriers commenced
undertaking a RM400m rights issue exercise. The SC and
shareholders approved this exercise in September and October
1997 respectively. However, given the economic crisis then, it
was neither possible to finance nor to arrange for the
underwriting of the rights issue.
In response to this, Global Carriers undertook a corporate
restructuring exercise in October 1998 in place of the rights
issue. The corporate restructuring exercise essentially converts
the debt owing to financial institutions to equity, convertible
loan stocks and preference shares. The original loan
restructuring schemes, which have been approved by the
respective scheme creditors and shareholders, have subsequently
been revised and are presently subject to the approval of the
relevant parties.
KELANAMAS INDUSTRIES: Debt Triggers Master Agreement to Lapse
-------------------------------------------------------------
Kelanamas Industries Berhad (KIB or the Company) announced that
the Master Agreement dated 9 May 2000 entered into between KIB
and Dolomite Berhad has lapsed on 8 November 2001. However, both
parties have resolved that they will not proceed to further
extend the said Master Agreement. The lapsation was due to
additional liabilities of the Company, which both parties were
unable to reach an agreement on.
KIB has made an application to KLSE on 9 November 2001 for an
extension of time of three (3) months from 14 November 2001 to
enable the Company to work out an alternative Scheme for the
Company. KLSE has approved an extension of three (3) months from
14 November 2001 to 13 February 2002 to enable KIB to announce
its Requisite Announcement to KLSE for public release.
On 26 November 2001, KIB had entered into a Memorandum of
understanding (MOU) with MP Technology Resources Berhad (MPTR),
Tai Seng Plastic Industries Sdn Bhd (Tai Seng) and other
companies, in relation to a Proposed Scheme to regularize its
financial condition.
Under the Proposed Scheme, MPTR will be used as the vehicle to
assume the listing status of KIB. The Proposed Scheme, which is
subject to modifications and variations as may be deemed
necessary by the parties concerned, would include these
components and will be subject to all relevant approvals:
1. Proposed Capital Reconstruction of KIB;
2. Proposed Scheme of arrangement between MPTR and the
shareholders of KIB whereby the shareholders of KIB will be
offered MPTR shares;
3. Proposed Scheme of arrangement between MPTR and the
creditors of KIB whereby creditors of KIB will be offered MPTR
shares in satisfaction of the amount owing by KIB to the
creditors;
4. Proposed acquisition of the following companies by MPTR:
ú Tai Seng Plastic Industries Sdn Bhd (Tai Seng)
ú Eng Zan Machinery & Trading Sdn Bhd (Eng Zan)
ú Hightlight Plastic Machinery Sdn Bhd (HL)
ú VCM Precision Sdn Bhd (VCM)
ú Tralvest ( M ) Sdn Bhd (Tralvest)
ú HIM Marketing Sdn Bhd (HIM)
ú Hearngrange Packaging Industries Sdn Bhd (HG)
ú MP Recycle Products Sdn Bhd (MP Recycle)
5. Proposed transfer of listing status of KIB to MPTR.
Both parties are still in the midst of negotiations in order to
finalize and execute all agreements in respect of the Proposed
Scheme.
L&M CORPORATION: FIC OKs Proposed Restructuring Scheme
------------------------------------------------------
L&M Corporation (M) Bhd (L&M) has obtained approval from the
Foreign Investment Committee on the proposed restructuring
scheme but is still waiting for the approvals from the
Securities Commission and Ministry of International Trade and
Industry.
As such, the Board of Directors wish to announce that L&M has
applied to KLSE for extension of time from obtaining all the
Authorities approvals for the proposed regularization of the
financial condition of L&M until 30 March 2002.
L&M KINABALU: Faces Winding Up Petition From Grorich
----------------------------------------------------
The Board of Directors of L & M Corporation (M) Bhd (LMCM)
announced that a winding-up petition has been served to L&M
Kinabalu Sdn Bhd (the Company), a sub-subsidiary of LMCM on 28
January 2002 by Grorich Sdn Bhd (the Petitioner). The details:
1. The date of the petition of winding-up was 6 November 2001
but served to the Company on 28 January 2002. The hearing date
is fixed on 22 March 2002.
2. The amount claimed under the petition are RM345,287.36
including filing fee and interest at the rate of 1.5 percent per
month:
RM
Principal Amount : 298,867-15
Interest : 46,142-21
Filing Fee : 278-00
----------
345,287-36
==========
3. Grorich Sdn Bhd had obtained a judgment against the Company
on 9 January 2001 for the payment of principal sum of RM298,867-
15 and filing fee of RM278-00. However, the Company had hitherto
failed to pay the said sum.
4. The cost of investment of LMCM in the Company is RM1 million.
5. There is no impact of the winding up proceedings on the LMCM
and the Group and no loss is expected from the winding up
proceedings. LMCM is currently undergoing a corporate and debts
restructuring scheme governed by Section 176 of the Companies
Act 1965. The Company is expected to be wound up under the said
scheme, therefore the Company will not defense against the
winding -up petition.
MALAYSIAN GENERAL: Formulates New Restructuring Proposal
--------------------------------------------------------
Arab-Malaysian Merchant Bank Berhad, on behalf of Malaysian
General Investment Corporation Berhad (MGIC or Company),
announced that the Kuala Lumpur Stock Exchange has granted the
Company an extension of time of approximately two (2) months
from 20 December 2001 to 28 February 2002 for the Company to
announce its revised plan to regularize its financial condition.
Presently, the Company is in the process of identifying and
securing new viable assets to enable the Company to formulate a
new restructuring proposal to help restore its financial
position and operational viability as a going concern, and
enable the Company to discharge its outstanding liabilities in
an equitable and orderly manner.
The Company will keep the shareholders informed of further
developments of its Proposed Restructuring Scheme involving a
Debt Restructuring with the Creditors of MGIC and two (2) of its
subsidiaries, MGIC Construction Sdn Bhd and Magic Hill Resort
Sdn Bhd as and when events are finalized.
MTJ DEVELOPMENT: RAM Lowers CP Rating to `P2(bg)'
-------------------------------------------------
Rating Agency Berhad (RAM) has downgraded the short-term rating
of MTJ Development Sdn Bhd's (MTJ) RM160 million Guaranteed
Commercial Paper Facility (2001/2006) (CP), from P1(bg) to
P2(bg). This came as a result of Fitch IBCA, Duff & Phelps's
recent downgrade of the short-term rating of The Sanwa Bank (L)
Ltd (Sanwa Bank), from F1 to F2. The F2 rating corresponds to
the short-term rating of P2 on RAM's rating scale. The P2(bg)
rating reflects the strength of the unconditional and
irrevocable guarantee provided by Sanwa Bank. The backing of the
guarantee, in effect, enhances the credit risk profile of the CP
beyond that of MTJ's inherent or stand-alone credit risk.
MTJ is a single-purpose company set up to own and operate Hotel
Nikko Kuala Lumpur. Toyo Real Estate Co Ltd, a company
incorporated in Japan, holds an 80 percent-stake in MTJ while
the remaining shares are held by Japan Airlines Co Ltd.
PANGLOBAL BERHAD: Resolutions Passed at 36th AGM
------------------------------------------------
The Board of Directors of PanGlobal Berhad informed that all the
resolutions as per the Notice of 36th AGM dated 2 January 2002
were duly passed by the shareholders at the 36th AGM of
PanGlobal Berhad held at Level 34, Menara PanGlobal, 8, Lorong
P. Ramlee, 50250 Kuala Lumpur on Wednesday, 30 January 2002.
The Board of Directors also announced that Mr. Ronald Lim Soon
Leong has retired by rotation and is not seeking re-election as
Director of PanGlobal Berhad at the Annual General Meeting.
SRI HARTAMAS: Creditors Approve Unit PPSB's Workout Proposal
------------------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB)
announced that the Workout Proposal of Puncak Permata Sdn Bhd
(Special Administrators Appointed) (PPSB), a wholly owned
subsidiary of SHB, was approved in accordance with Section 46 of
the Pengurusan Danaharta Nasional Berhad Act, 1998 (Danaharta
Act) at a secured creditors' meeting on 29 January 2002.
The Workout Proposal is comprised of:
* The proposed sale of properties of PPSB;
* The proposed debt settlement to the creditors of PPSB; and
* The proposed liquidation of PPSB.
The Special Administrators of PPSB shall now implement the
Workout Proposal of PPSB, subject to the approval of any
regulatory bodies as may be required by law.
Under the Danaharta Act, the Workout Proposal is binding on all
creditors and shareholders of PPSB. In accordance with the
provisions of the Danaharta Act, any creditor of PPSB may,
subject to proper identification, examine details of the Workout
Proposal from 9.00 a.m. to 5.00 p.m. from Monday to Friday,
excluding public holiday, at the following address:
Puncak Permata Sdn Bhd
(Special Administrators Appointed)
Suite 33.01, Level 33, Plaza MBf
No. 8 Jalan Yap Kwan Seng
50450 Kuala Lumpur
SRI HARTAMAS: Gets Creditors' Nod on Workout Proposal
-----------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB)
announced that the Workout Proposal of Sri Hartamas Berhad
(Special Administrators Appointed), was approved in accordance
with Section 46 of the Pengurusan Danaharta Nasional Berhad Act,
1998 (Danaharta Act) at a secured creditors' meeting on 29
January 2002.
The Workout Proposal is comprised of:
* The proposed Scheme of Arrangement;
* The proposed Debt Settlement to the creditors of SHB;
* The proposed Disposal of Fortune Street (M) Sdn Bhd (a 60
percent owned subsidiary of SHB); and
* The proposed Liquidation of SHB and its subsidiaries.
The Proposed Scheme of Arrangement, inter alia, includes:
* Proposed Assets Injection by FACB Resorts Berhad;
* Proposed Special SHB Shares Issue and Proposed Shares Swap;
* Proposed Capital Repayment by SHB;
* Proposed Cancellation of Special SHB Shares and Proposed
* Shares Issue to Special Administrators by SHB;
* Proposed Shares Issue to SHB Creditors by Hartamas Group
Sdn Bhd (HGB);
* Proposed Transfer of Listing Status; and
* Proposed Restricted Renounceable Rights Issue by HGB, which
incorporates the Proposed Cash Payment to SHB Creditors by HGB.
The implementation of the above proposals is subject to the
fulfillment of approvals from:
* The Securities Commission;
* The KLSE for the administration of and the listing of and
quotation for the HGB shares to be issued pursuant to the
Proposed Scheme of Arrangement, and the exercise of the Rights
Warrants on the Official List of the KLSE, the admission of and
the listing of and quotation for the Rights Warrants on the
Official List of KLSE and the Proposed Transfer of Listing;
* The FIC and MITI for the Proposed Scheme of Arrangement,
where applicable;
* The approval of the shareholders of FACB, if necessary; and
* Other regulatory bodies as may be required by law.
Under the Danaharta Act, the Workout Proposal is binding on all
creditors and shareholders of SHB. In accordance with the
provisions of the Danaharta Act, any creditor of SHB may,
subject to proper identification, examine details of the Workout
Proposal from 9.00 a.m. to 5.00 p.m. from Monday to Friday,
excluding public holiday, at the following address:
Sri Hartamas Berhad
(Special Administrators Appointed)
Suite 33.01, Level 33, Plaza MBf
No. 8 Jalan Yap Kwan Seng
50450 Kuala Lumpur
TECHNO ASIA: Obtains KLSE's Articles Amendments Approval
--------------------------------------------------------
Techno Asia Holdings Berhad announced that an extension of time
until 30 June, 2002 has been obtained from the Kuala Lumpur
Stock Exchange (KLSE) to procure:
(i) shareholders' approval for the proposed amendments to the
Articles of Association pursuant to Chapter 7 of the KLSE
Listing Requirements; and
(ii) shareholders' mandate on recurrent related party
transactions pursuant to PN12/2001 of the KLSE Listing
Requirements.
Profile
On 2 February 2001, Pengurusan Danaharta Nasional Berhad
appointed Special Administrators (SAs) to the Company.
The financial statements are prepared on a going concern basis,
which is dependent on the outcome of the workout proposal to be
prepared by the SAs to enable the Group and Company to continue
as a going concern.
On 6 August 2001, the SAs entered into a conditional MOU with
Semai Warnasari Sdn Bhd and Dr Yu Kuan Chon with the intention
of setting the key areas of understanding on a corporate
restructuring exercise pending the finalization and approval of
the Workout Proposal.
On 2 February 2001, SAs were appointed for the sub-subsidiary
Prima Moulds Manufacturing Sdn Bhd. On 30 April 2001, SAs were
also appointed for the following subsidiaries; Mount Austin
Properties Sdn Bhd (formerly known as Westmont Mount Austin Sdn
Bhd), Cempaka Sepakat Sdn Bhd, Ganda Edible Oils Sdn Bhd, Litang
Plantations Sdn Bhd, Wisma Dindings Sdn Bhd, Ganda Plantations
(Perak) Sdn Bhd and Techno Asia Venture Capital Sdn Bhd
(formerly known as Westmont Venture Capital Sdn Bhd).
TONGKAH HOLDINGS: RAM Downgrades Bond to C3
-------------------------------------------
The Rating Watch placed on Tongkah Holdings Bhd's (THB)
RM462,538,659 Redeemable Convertible Secured Bonds (1999/2004)
(Bonds) on 6 July 2001 has been lifted and the long-term ratings
of the bonds have been downgraded to C3. This is in view of the
series of defaults in payment by THB's former subsidiaries.
These events fall under the "event of default" clauses, 15.1(c)
and 15.1(f), pursuant to the Trust Deeds of the Bonds.
However, the Bonds have yet to be called upon. THB is currently
formulating a debt-restructuring scheme and its ability to meet
its debt obligation is dependent on the outcome of the
restructuring scheme.
The Bonds are split into 2 tranches: RM186,558,296 nominal value
for Bonds A and RM275,980,363 nominal value for Bonds B. Bonds A
and Bonds B previously carried an enhanced rating of B2(s) and a
stand-alone rating of B3 respectively.
=====================
P H I L I P P I N E S
=====================
EAST ASIA: Creditors Approve Rehabilitation Plan
------------------------------------------------
Creditors of East Asia Capital Corp's have accepted a
rehabilitation scheme to address the firm's P1 billion debt and
allow the injection of 200 million from a new investor, AFX News
and Technistock News reported Wednesday.
At the end of the rehabilitation, control of East Asia would be
transferred to the new investor. The Madrigal and Tantoco
families along with Hong Kong's Bank of East Asia owned East
Asia. The name of the new investor was not disclosed in the
report.
MONDRAGON INTERNATIONAL: Wants Mimosa Lease Re-Negotiation
-----------------------------------------------------------
Jose Antonio Gonzalez, President of Mondragon International
Philippines Inc (MIPI) said the firm intends to re-negotiate the
terms of its lease on the Mimosa leisure estate with the state-
run Clark Development Corp, Business World reported Wednesday.
The CDC took over Mimosa after Mondragon failed to pay rental
arrears.
TCR-AP reported earlier this week that the casino firm has total
debts of PP7.5 billion, of which P5.3 billion is owed to
creditor banks namely Metropolitan Bank and Trust Co., Far East
Bank and Trust Co., Asian Banking Corp., United Coconut Planters
Bank and Land Bank of the Philippines. It also owes Clark
Development Corp (CDC) P325 million in lease rental, another P82
million to Pagcor and about P23 million to the BIR.
NATIONAL POWER: Meralco Seeks to Cut Bulk Power Purchases
---------------------------------------------------------
The Manila Electric Co plans to reduce its bulk power purchases
from the National Power Corp, Business World and AFX News said
on Wednesday. The report said that Meralco is committed to buy
3,600 megawatts annually from Napocor under their 10-year supply
contract with the state power company. But Meralco wants to
source power from affiliate First Gas Power Corp, which has
begun operating the gas-fired facilities serviced by the
Malampaya gas field.
Meralco said it might pre-terminate its contract with Napocor if
its demands are not met, adding that negotiations regarding
provisions in the contract are being conducted.
DebtTraders reports that National Power Corporation's 9.750%
bond due in 2009 (NATPW6) trades between 91.733 and 93.636. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATPW6
=================
S I N G A P O R E
=================
CAPITALAND LIMITED: Appoints Keong Wen Hui as Secretary
-------------------------------------------------------
Capitaland Limited announced on January 30 that its subsidiary,
the Ascott Group Limited (Ascott), has appointed Ms. Keong Wen
Hui as Assistant Company Secretary, effective January 30, 2002.
TCR-AP reported this month that CapitaLand Ltd is considering
refinancing S$800 million worth of high-interest bonds to take
advantage of the current low-interest rate environment. The 10-
year bonds carry an annual interest rate of 6.0 percent.
FHTK HOLDINGS: Posts Shareholder's Interest Notice
--------------------------------------------------
FHTK Holdings Ltd posted a notice of changes in substantial
shareholder Oversea-Chinese Banking Corporation Ltd's interests:
Date of notice to company: 29 Jan 2002
Date of change of interest: 25 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: 221,000
% of issued share capital: 0.02
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: S$0.10048
No. of shares held before change: 612,366
% of issued share capital: 0.05
No. of shares held after change: 391,366
% of issued share capital: 0.03
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 48,581,292 146,876,667
% of issued share capital: 3.95 11.93
No. of shares held after change: 48,581,292 146,655,667
% of issued share capital: 3.95 11.91
Total shares: 48,581,292 146,655,667
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 391,366 (0.03 percent) and deemed
interest under registered holder UOB Kay Hian Private Limited is
47,366,760 (3.85 percent) and under registered holder Keppel
Bank Nominees Private Limited is 1,214,532 (0.10 percent). Total
Interest after change is 15.86 percent.
ASTI HOLDINGS: Issues Notice on Shareholder's Interest
-----------------------------------------------------
Asti Holdings Limited posted a notice of changes in substantial
shareholder Flextech Holdings Ltd's interests:
Date of notice to company: 30 Jan 2002
Date of change of interest: 30 Jan 2002
Name of registered holder: FLEXTECH HOLDINGS LIMITED
Circumstance giving rise to the change: Others
Please specify details: Sale of shares in a married deal
Shares held in the name of registered holder
No. of shares of the change: 25,000,000
% of issued share capital: 11.84
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: $0.36
No. of shares held before change: 143,292,145
% of issued share capital: 67.89
No. of shares held after change: 118,292,145
% of issued share capital: 56.05
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 0 143,292,145
% of issued share capital: 0 67.89
No. of shares held after change: 0 118,292,145
% of issued share capital: 0 56.05
Total shares: 0 118,292,145
No. of Warrants: 17,911,518
NATSTEEL LTD: Enters Two Conditional Agreement With GPL, GTL
------------------------------------------------------------
The Board of Directors of NatSteel Ltd announced on January 30
that it has, together with Finlayson Investments Pte Ltd
(Finlayson), entered into two conditional agreements
(collectively, the Agreements) with Gerdau Participacoes Ltda
(GPL) and Gerdau GTL Spain S.L. (GTL) (collectively, GD) as:
(a) the Company and Finlayson granted GD a conditional call
option (the Call Option) to acquire the entire interest in
NatSteel Brasil LTDA (Brasil) held by the Company and Finlayson,
comprising a total of 209,797,185 ordinary shares of Brazilian
Real (BRL) 1.00 each in the capital of Brasil (the Sale Shares)
for a total consideration of approximately BRL 508.9 million or
US$213.9 million (at the exchange rate of US$1.00 = BRL2.379)
(the Sale Price); and
(b) the Company and Finlayson received from GD a conditional
offer (the Offer) to acquire the Sale Shares at the Sale Price.
The final Sale Price which is payable in US$ shall be determined
based on the average daily exchange rate between the US$ and the
BRL as fixed by the Central Bank of Brazil from 7 January 2002
to 8 February 2002. For illustrative purposes only and based on
the current exchange rate of US$1.00 = S$1.830, the Sale Price
is approximately S$ 391.4 million.
The Company owns a 66.8 per cent. stake in the capital of
Brasil. Upon the exercise of the Call Option by GD or the
acceptance of the Offer by the Company and Finlayson, the
Company will receive an aggregate cash consideration, net of
estimated expenses, of approximately S$261.0 million, reflecting
a gain of approximately S$73.3 million.
Information on Brasil and Acominas
Brasil, a company established under the laws of the Federative
Republic of Brazil, is presently 66.8 per cent. owned by the
Company and 33.2 per cent. owned by Finlayson. Finlayson is a
wholly-owned subsidiary of Temasek Capital (Private) Limited,
which is in turn a wholly-owned subsidiary of Temasek Holdings
(Private) Ltd, a substantial shareholder of the Company.
Brasil is an investment holding subsidiary of the Company and
its main purpose is to hold the NatSteel Group's (the Group)
interest in the capital of Acominas Gerais S.A. (Acominas), a
steel manufacturer in Brazil. Brasil currently has a 24.79 per
cent. equity interest in Acominas. Acominas is an integrated
steel mill and producer of mainly semi-finished steel products
such as billets and slabs, which are sold domestically and
internationally to other steel mills for final processing.
Approvals
The transaction contemplated under the Agreements constitutes a
major transaction by the Company under the Listing Manual of the
Singapore Exchange Securities Trading Limited. Accordingly, the
Agreements are subject to, inter alia, the approval of the
shareholders of the Company (the Shareholders) at an
extraordinary general meeting to be convened (the EGM).
Terms of the Agreements
The terms of the Agreements are:
(a) Subject to Shareholders' approval at the EGM, the Call
Option may be exercised by GD during the period commencing from
10 May 2002 or the date which the Company obtains Shareholders'
approval (whichever is earlier), and ending on 9 September 2002.
(b) Subject to Shareholders' approval at the EGM, the Offer
will be valid for acceptance by the Company and Finlayson from 9
September 2002 to 11 September 2002.
The Call Option and the Offer are in respect of all (and not
only part of) the Sale Shares held by the Company and Finlayson.
Upon the exercise of the Call Option by GD or the acceptance of
the Offer by the Company and Finlayson, GD will own the entire
issued and paid-up share capital of Brasil, which in turn holds
a 24.79 per cent. stake in the capital of Acominas.
The Sale Price was arrived at on a willing buyer-willing seller
basis.
Rationale for the Agreements
The GD group of companies is in the process of completing the
acquisition of a 17.67 per cent. equity stake in Acominas from
another party for a consideration of approximately BRL426.55
million. Upon the completion of this acquisition, the GD group
will raise its equity stake in Acominas to 54.13 per cent.,
giving it a controlling stake in Acominas. The Company's
investment in Acominas will become a minority stake compared to
the 54.13 per cent. that GD will own. As a minority shareholder
in Acominas, the Company will have little influence over the
future business strategy of Acominas. Furthermore, as Acominas
is not listed on any stock exchange, it would be difficult in
the future to realize the value of the Company's minority
interest in Acominas.
The transaction contemplated under the Agreements is expected to
raise net proceeds of approximately S$261.0 million and the
Group will realize a gain of approximately S$73.3 million.
The Directors are of the view that the Sale Price and the terms
of the Agreements are attractive, taking into account, among
others, the fact that the GD group has now secured majority
control of Acominas and the gain that the Group will realize
upon completion of the proposed transaction.
Use of Proceeds
In the event that the Agreements are approved by Shareholders
and either one of the Agreements proceeds to completion, the
Company intends to apply the net proceeds, expected to be
received in the second half of 2002, towards the repayment of
its existing bank borrowings and the development of its core
business activities including the steel business.
Financial Effects
Assuming that the Agreements are approved by Shareholders and
either one of the Agreements proceeds to completion, the
proforma financial effects of the proposed transaction on the
share capital, earnings and net tangible assets (NTA) of the
Company are set out below. For illustrative purposes, the
proforma effects of the income earned on the proceeds from the
proposed transaction have not been included in the calculations
below.
Share Capital
The proposed transaction will not have any impact on the issued
and paid-up share capital of the Company.
Earnings
(a) Assuming that the proposed transaction had been completed on
1 January 2000 and based on the Group's audited consolidated
financial statements for the financial year ended 31 December
2000, the proforma financial effects on the consolidated
earnings of the Group are as follows:
Before proposed transaction After proposed transaction
Profit after tax and minority interests (S$'000) 949,652
1,005,520
Earnings per share (cents) 258.92 274.41
(b) Assuming that the proposed transaction had been completed on
1 January 2001 and based on the Group's unaudited consolidated
financial statements for the six months ended 30 June 2001, the
proforma financial effects on the consolidated earnings of the
Group are as follows:
Before proposed transaction After proposed transaction
Loss after tax and minority interests (S$'000) (123,181)
(53,054)
Loss per share (cents) (33.97) (14.63)
NTA
(a) Assuming that the proposed transaction had been completed on
1 January 2000 and based on the Group's audited consolidated
financial statements as at 31 December 2000, the proforma
financial effects on the consolidated NTA of the Group are as
follows:
As at 31 December 2000 Before proposed transaction After
proposed transaction
NTA (S$'000) 1,621,565 1,653,536
NTA per share (S$) 4.48 4.56
(b) Assuming that the proposed transaction had been completed on
1 January 2001 and based on the Group's unaudited consolidated
financial statements as at 30 June 2001, the proforma financial
effects on the consolidated NTA of the Group are as follows:
As at 30 June 2001 Before proposed transaction After proposed
transaction
NTA (S$'000) 906,392 983,675
NTA per share (S$) 2.50 2.71
Interests of Directors and Substantial Shareholders
Save as disclosed in paragraph 4 above, none of the Directors or
substantial Shareholders of the Company has any interest, direct
or indirect, in the transaction contemplated under The
Agreements.
General
A circular to Shareholders will be dispatched in due course to
provide details on, inter alia, the Agreements and to seek
Shareholders' approval for the aforesaid matters at the EGM.
SEMBCORP INDUSTRIES: Singapore Tech Changes Deemed Interest
-----------------------------------------------------------
Sembcorp Industries Ltd posted a notice of changes in
substantial shareholder Singapore Technologies Holdings Pte
Ltd's deemed interest:
Notice Of Changes In Substantial Shareholder's Deemed Interests
Name of substantial shareholder: Singapore Technologies Holdings
Pte Ltd
Date of notice to company: 30 Jan 2002
Date of change of deemed interest: 22 Jan 2002
Name of registered holder: CDP: Esmaco
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: 30,000
% of issued share capital: 0
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: 1.7588
No. of shares held before change:
% of issued share capital:
No. of shares held after change:
% of issued share capital:
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 711,284,167 0
% of issued share capital: 44.3 0
No. of shares held after change: 711,254,167 0
% of issued share capital: 44.3 0
Total shares: 711,254,167 0
===============
T H A I L A N D
===============
M.E.C. CRAIN: Petition for Business Reorganization Filed
--------------------------------------------------------
M.E.C. Crain Corporation Company Limited's (DEBTOR), engaged in
selling and leasing of heavy machine used in general building,
Petition for Business Reorganization was filed in the Central
Bankruptcy Court:
Black Case Number 200/2544
Red Case Number 279/2544
Petitioner: M.E.C. CRAIN CORPORATION COMPANY LIMITED
Planner: M.E.C. CRAIN PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt638,397,877.57
Date of Court Acceptance of the Petition: March 20, 2001
Date of Examining the Petition: April 18, 2001 at 9.00 AM
Court Order for Business Reorganization and Appointment of
Planner: April 18, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: June 5, 2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: September 5, 2001
Planner postponed the date of submitting the reorganization plan
#1st to October 5, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to November 5, 2001
Appointment date for the Meeting of Creditors to consider the
Reorganization Plan: December 6, 2001 at 9.30 am. Convention
Room 1104, 11th Floor, Bangkok Insurance Building, South Sathorn
Road
Appointment date for the Meeting of Creditors to consider the
plan had been postponed to December 24, 2001 at 9.30 am.
Convention Room 1103, 11th Floor, Bangkok Insurance Building,
South Sathorn Road
The Meeting of Creditors had a resolution accepting the
Reorganization Plan
Contact: Ms. Umaporn Tel, 6792525 ext. 142
PRASIT PATANA: Posts Rehabilitation Plan Progress Report
--------------------------------------------------------
PricewaterhouseCoopers Corporate Restructuring Limited, Plan
Administrator of Prasit Patana Publice Company Limited, issued a
Progress Report on the implementation of Rehabilitation Plan of
Prasit Patana Public Company Limited for the period from 10
October 2001 to 9 January 2002 as:
* In accordance with the Plans, the Plan Administrators
confirmed the appointment of Darryl Maytom as CEO of the Group
and signed the contracts on 1 November 2001.
* Under subclause 9.69 of the Plan, each Lender is required
to give a written notice within 2 months of the Approval Date to
the Plan Administrator its choice of treatment to its USD loan.
The relevant date was 9 September 2001.There remain two Lenders
who have not yet given notice to the Plan Administrator of their
choices. These are being followed up.
* Phyathai 1 Hospital Company Limited (PYT1) has been set up
in accordance with the Plan for the four company structure
selected by creditors.
* In accordance with the plan, interest Springback of each
creditor has been calculated by the Plan Administrator and
confirmed by Lenders.
* The three-year Business Plans of PPCL, and of the groups
were delivered to members of Creditors' Committees of the three
companies in accordance with the Plans.
* In accordance with the result of the corporate structure
vote in which it was confirmed that the four company structure
would be retained, Clifford Chance, the legal advisor to the
financial creditors, has prepared the necessary drafting
revisions to the draft documents that were appended to
the Plans, both in Thai and English.
* In accordance with subclause 8.11 of the Plans, PPCL's
Creditors' Committee resolved to postpone the voting date for
approval of restructuring documents to 31 January 2002. In view
of subsequent delays in review of the drafted restructuring
documents, a further extension to the voting date now being
considered by creditors.
* In accordance with subclause 9.24 in the PPCL Plan, the
Plan Administrator issued a letter to minority shareholders in
Phyathai 2 Hospital Co., Ltd. (PYT2) and Phyathai 3 Hospital
Co., Ltd. (PYT3) requesting them to inform the Plan
Administrator whether they wish to accept an offer to swap their
shares in those subsidiaries for PPCL shares.
At the closing date for acceptance, shareholders holding
approximately 3.05 percent of the total issued shares of PYT 2
and 8.79 percent of PYT 3 have accepted. Total minority
shareholding of the two companies were 11.60 percent and 10.74
percent respectively. There will be no further offer made.
THAI HEAT: Court Appoints Management Planner
--------------------------------------------
The Central Bankruptcy Court judge on Wednesday, January 30,
2002, has approved Thai Heat Exhange Public Company Limited's
(the Company) rehabilitation plan and appoint Thai Heat Revival
Company Limited to be the management planner.
The details of the approval rehabilitation plan of the company
are:
1. Converting the debt of 13 financial institutions to
12,583,200 convertible prefer shares at Bt10 per share totaling
Bt125,583,200.
2. The remaining debt of 13 financial institutions amount of
Bt265 million will be fully paid within 10 years.
3. Stopping accrued interest from March 2001 onward until the
court admit the company into rehabilitation process. After that
the company has to pay the interest at the rate 3 percent per
annum until December 2003 and the rate not more than 5 percent
per annum for the year 2004-2005 and MLR rate for the year after
2006.
4. Account payables pay at normal credit term.
5. The preferential right of labor payables not exceeding
Bt100,000 will be fully paid in the year 2002. The normal
labor payables, which exceeding Bt100,000 will be fully paid in
the year 2005 and accrued interest rate 7.5 percent will be
paid in the year 2006 to 2007.
6. Thai Heat Exchange Public Company Limited will be the
management planner for the period of 5 years.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***