/raid1/www/Hosts/bankrupt/TCRAP_Public/020429.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, April 29, 2002, Vol. 5, No. 83
Headlines
A U S T R A L I A
ANACONDA NICKEL: In Liquidity Negotiations W/ Secured Creditors
ANACONDA NICKEL: Releases Quarterly Review
ANSETT GROUP: Administrators Accept Patrick's Offer
CALTEX AUSTRALIA: Moody's Withdraws P-3 Short-Term Rating
JAMES HARDIE: James Hardie Gypsum Sale Completed
PASMINCO LIMITED: Discloses Administration Questions & Answers
PLANTATION TIMBER: Issues General Meeting Results
REINSURANCE AUSTRALIA: AGM Set for May 28
VOICENET (AUST): AGM to Convene on May 31
C H I N A & H O N G K O N G
CELESTIAL ASIA: Issues Consolidation, Timetable Information
FUJIAN INTERNATIONAL: Gets Creditors' Pressure to Repay Bonds
JILIN CHEMICAL: 2001 Operations Loss Widen to RMB1,255,588
REESON CRANE: June 26 Winding Up Petition Hearing Set
I N D O N E S I A
ASTRA INTERNATIONAL: Preparing for Debt Rescheduling Likelihood
CITRA MARGA: Toll Road Revenue Sharing Scheme Can be Revoked
PASIFIK SATELIT: Appoints E&Y Indo as Independent Accountants
J A P A N
FUJITSU LTD: Incurs Y382B Loss on Restructuring
HOKO FISHING: Files for Bankruptcy with Y28.7B Debt Load
MITSUBISHI MATERIALS: Merging Wire Business With Sumitomo Elec
MIZUHO HOLDINGS: Reports Trouble-free Money Transfers
K O R E A
DAEWOO MOTOR: GM Deal Expected in May
HYNIX SEMICON: Minister Says Leave Hynix-Micron Deal to Lenders
HYNIX SEMICON: Union Warns Mass Resignation Upon Micron Sale
M A L A Y S I A
ACP INDUSTRIES: BaIDS Fully Redeemed
ADVANCE SYNERGY: Inks Revised Disposal Agreement With UMG
BESCORP INDUSTRIES: Provides Payment Default Update
CEPATWAWASAN GROUP: Shares Granted Listing, Quotation
GREAT UNION: Holders' Advances Meet GRUF Graduated Repayment
KUANTAN FLOUR: Requests Suspension of Trading
MOL.COM BERHAD: SC's Proposals Approval Pending
PERNAS INTERNATIONAL: RM280M Bonds Redeemed
S P SETIA: RM118,298,070 Land Acquisition Completed
SPORTMA CORP.: Defaulted Payment Stands at RM215,266,763.43
P H I L I P P I N E S
MAYNILAD WATER: Confirms Water Rate Hike in July
METRO PACIFIC: Asset Swap Talks with Creditors Ongoing
NATIONAL BANK: Senate Investigation Delays MoA Signing
NATIONAL POWER: Bid Out On $21.45M Coal Contracts Likely
PHILIPPINE LONG: Expands DSL Service to Rural Areas
PILIPINO TELEPHONE: Drops Alliance Talks With SK Telecom
SHEMBERG BIOTECH: Cebu Court Approves Rehab
S I N G A P O R E
FLEXTECH HOLDINGS: Must Sell Asti Stake or Face Collapse
KOH BROTHERS: Sells KBI Unit to G&W Group
SEMBCORP LOGISTICS: Director Changes Stakes in SIA Engineering
T H A I L A N D
ASIA HOTEL: Posts AGM No. 40 Resolutions
BANGKOK RUBBER: Seeks Rehab Plan Submission Time Extension
DATAMAT PUBLIC: Cancels Dividend Payment Distribution
HEMARAJ LAND: Buys Back $60M 3.5% Bonds Due on 2003
RAIMON LAND: Posts Financial Advisor's Tender Offer Opinion
SUPALAI COMPANY: Issues Convertible Debentures to TISCO
TELECOMASIA CORPORATION: FLAG Files Chapter 11
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: In Liquidity Negotiations W/ Secured Creditors
---------------------------------------------------------------
Anaconda Nickel Limited announced that the Murrin Murrin
Joint Venture achieved record quarterly production of 7,479
tonnes of nickel and 379 tonnes of cobalt for the period ended
31 March 2002, which just exceeds the record previously set in
the corresponding third quarter last year. Murrin Murrin
operations were cash flow positive in the March quarter for the
first time ever.
There are now encouraging signs of improvement in the long term
production levels at Murrin Murrin. The Company is cautiously
optimistic that targets will be achieved although achieving
those targets depends on a number of factors including general
economic conditions, commodity prices, certain input prices, and
financial, business and other factors affecting Murrin Murrin,
many of which are beyond the Company's control. Increasing the
overall level of production at Murrin Murrin whilst reducing
production variability remains a key priority for the Company.
Implementation of an aggressive cost reduction program is also
presently underway.
On 15 March 2002, the Company commenced initial discussions
addressing both short and long term liquidity issues with its
secured creditors. As indicated in the 31 December 2001 half-
year report, released on 28 February, the Company did not
replenish its debt service reserve account constituting an event
of default under the borrowing indenture for its Senior Secured
Fixed Rate Notes. However, bondholders for both Senior Secured
Fixed and Floating Rate Notes have agreed not to exercise their
rights in respect of those indenture defaults subject to certain
conditions.
In addition, agreement was reached with bondholder
representatives for the provision of a US$10 million short term
Senior Secured Project Loan Facility from Glencore to the Murrin
Murrin Joint Venture. This facility is available during the term
of the agreement and provides a contingency in meeting future
project cash call requirements.
These agreements and short term funding are only the first phase
of a restructuring negotiation process with secured creditors
regarding the longer term liquidity, which Anaconda anticipates
will take an extended period of time to resolve. A due diligence
review by the secured creditors is presently underway.
In the absence of alternative funding arrangements, as indicated
in the 31 December 2001 half year report, one of the possible
outcomes in the recapitalization process could involve a
substantial rights issue at a discount to the share price. In
such circumstances, existing shareholders who do not follow
their rights may be substantially diluted. The Company, however,
will continue to explore every recapitalization option
available.
Anaconda continues to have a reasonable expectation that the
formal negotiations with its secured creditors in the ensuing
months will result in a restructure of debt and recapitalization
of the Company. However, the timing and outcome of these
negotiations are uncertain and in the event that appropriate
arrangements are either not agreed or are delayed, then the
Company will likely not be able to continue as a going concern.
Anaconda will continue to keep the market fully informed of
progress.
In the meantime the operational focus remains on improving the
performance and reliability of Murrin Murrin. Recent performance
of production and cost reduction measures are encouraging.
The arbitration case involving Fluor Daniel is now entering its
final stages. Anaconda expects an outcome from the process
around mid-year. The Directors have a reasonable expectation
that a favorable net outcome will result, although this cannot
be predicted with certainty.
ANACONDA NICKEL: Releases Quarterly Review
------------------------------------------
Anaconda Nickel Limited informed that the Combined Lost Time
Injury Frequency Rate (LTIFR) and Medically Treated Injury
Frequency Rate (MTIFR) for the March quarter was 5.85. (The
frequency rates are calculated as number of occurrences per
million man hours worked).
During the period the Safety, Health and Environment department
was amalgamated with Human Resources and Training with
associated manpower savings and synergy across the functions.
ENVIRONMENT
No significant environmental incidents occurred in the quarter.
MURRIN MURRIN JOINT VENTURE
(Anaconda's Equity 60%)
Production of nickel and cobalt was 7,479 and 379 tonnes,
respectively. This nickel production represents an increase of
32% above the previous quarter.
The lightning strike previously reported on 5th March 2002 that
triggered a site wide shutdown was a significant incident and
the subject of an extensive investigation. As a result of a
breakdown of electrical insulation and the extended time
required to restore reliable power, it was decided to bring
forward the site wide maintenance shutdown. The major work
undertaken during this shutdown was the descale of the
precipitation train, a major furnace shutdown, and replacement
of an autoclave discharge tank.
SUMMARY OF PRODUCTION
QUARTER FINANCIAL YEAR
ENDED TO DATE
31 MAR 2002 31 MAR 2002 31 MAR 2001
Total 100%
Nickel (tonnes) 7,479 20,603 14,106
Cobalt (tonnes) 379 1,079 960
Ammonium Sulphate (tonnes) 17,798 48,615 30,434
Anaconda's Equity (60%) 4,487 12,362 8,464
Nickel (tonnes) 227 647 576
Cobalt (tonnes) 10,679 29,169 18,260
Ammonium Sulphate (tonnes)
EXPLORATION
The Company has continued to focus on those tenements that can
provide high-grade nickel feed to the Murrin Murrin Joint
Venture plant and which are close in proximity to Murrin Murrin.
Various tenements have now been relinquished and a number of
tenements have been sold, optioned or farmed-out. This process
is continuing.
Unaudited cash expenditure on exploration activities for the
quarter was approximately $0.4 million (predominantly on
tenement holding costs), while income from tenement sales was
approximately $0.7 million.
FLUOR ARBITRATION
The formal arbitration proceedings concluded in March and
closing submissions will be made to the tribunal in May. The
Company continues to expect an outcome from the process around
mid-year. The Directors have a reasonable expectation that a
favorable outcome will result, although this cannot be predicted
with certainty.
SALE OF ANACONDA INDUSTRIES
On 3 April 2002, the Company entered into an agreement for the
sale of Anaconda Industries Ltd to Lynas Corporation. Anaconda
Industries Ltd holds the Company's interests in the Mt Weld
tantalum and rare earths projects. This sale is expected to be
finalized during the current quarter.
CORPORATE FINANCE
FINANCIAL RESTRUCTURING
On 15 March 2002, the Company commenced initial discussions
addressing both short and long term liquidity issues with its
secured creditors. As indicated in the 31 December 2001 half-
year report, released on 28 February, the Company did not
replenish its debt service reserve account in the amount of
US$15.9 million on 1st March 2002 and thereafter. The failure by
the Company to rectify this matter by 31st March 2002
constituted an event of default under the borrowing indenture
for its Senior Secured Fixed Rate Notes. However, bondholders
for both Senior Secured Fixed and Floating Rate Notes have
agreed (the Agreement) not to exercise their rights in respect
of those indenture defaults until the earliest of:
- 28 June 2002;
- any secured party other than the bondholders seeks to enforce
their rights in respect of the secured property;
- the commencement of an insolvency or similar proceedings by a
third party; and
- failure by MMH to timely make its required contributions to
the Murrin Murrin Joint Venture (or failure by its joint venture
partner, Glenmurrin Pty Limited, to make such payments on behalf
of MMH).
Following these discussions, the Company, Glencore and certain
secured creditors reached agreement on a US$10.0 million Senior
Secured Project Loan Facility for the Murrin Murrin Joint
Venture. This agreement was formally documented and signed by
all the parties on 11th April 2002. This facility provides a
contingency to assist the Company in meeting future project cash
call requirements.
Furthermore, the Company also failed to meet its payment
obligations on 28 March 2002 for A$17.7 million of currency
hedging losses. A standstill agreement has been reached with one
of the counterparties, Glencore (Glencore's claim represents
A$10.7 million of the A$17.7 million).
Negotiations with secured creditors regarding the Company's
longer term liquidity are anticipated to take an extended period
of time. The ability of the Company to restructure its present
obligations under financing and hedging facilities is dependent
upon success in these negotiations with bondholders and other
counterparties. Based on progress and discussions to date and
the outcomes of similar restructurings, the Directors have a
reasonable expectation that these negotiations will result in an
acceptable restructuring of the Company's financial position.
In the absence of alternative funding arrangements, as indicated
in the 31 December 2001 half year report, one of the possible
outcomes in the recapitalization process could involve a
substantial rights issue at a discount to the share price. In
such circumstances, existing shareholders who do not follow
their rights may be substantially diluted. The Company, however,
will continue to explore every recapitalization option
available.
The Company has also invited secured creditors to conduct due
diligence on the Murrin Murrin Joint Venture in order to
facilitate a project valuation and an acceptable restructuring
agreement.
A possible outcome of this restructuring and recapitalization
process is that the Company may need to review the carrying
amounts of non-current assets and further provisions/writedowns
to those announced in the 31 December 2001 half year report may
arise. However, the timing and outcome of these negotiations are
uncertain and in the event that appropriate arrangements are
either not agreed or are delayed, the terms of the relevant
financing and hedging facilities are such that all present
obligations under these facilities will become due and payable.
Should the restructuring negotiations not succeed or become
delayed, then the Company likely will not be able to continue as
a going concern and may be required to realize assets and to
extinguish liabilities other than in the normal course of
business and at amounts differing from those stated in the
financial statements.
MARKET CONDITIONS
COMMODITY PRICES PRICES AT AVERAGE FOR AVERAGE FOR
31 MAR 2002 QUARTER ENDED QUARTER ENDED
31 MAR 2002 31 MAR 2001
Nickel US$ per lb 3.04 2.82 2.97
Cobalt US$ per lb 6.30 6.80 10.96
Exchange Rate AUD:USD 0.5337 0.5212 0.5296
NICKEL
A tightening of stainless steel scrap supply and drawdowns in
primary nickel stocks since the beginning of February 2002
together with positive economic indicators from the US economy
have supported the latest increases in the Nickel price.
COBALT
Cobalt lags behind the recovery in other metals and has declined
steadily since beginning of March this year due to little
consumer interest and the absence of production cutbacks. Low
priced sales of 99.3 % material in East Asia have also
contributed to the weakness.
CURRENCY
The Australian Dollar traded in a narrow range. Recent highs
were achieved due to better than expected employment data.
QUARTERLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
Anaconda Nickel Limited
ACN or ARBN Quarter ended ("current quarter")
23 060 370 783 31/03/2002
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (9 months)
AUD'000 AUD'000
1.1 Receipts from customers 52,762 145,235
1.2 Payments for
(a) staff costs (13,830) (45,206)
(b) advertising & marketing - -
(c) research & development - -
(d) leased assets - -
(e) other working capital (36,680) (140,690)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 287 1,518
1.5 Interest and other costs of
finance paid (32,331) (68,371)
1.6 Income taxes paid - -
1.7 Other (provide details if material)
(a) payments for undesignated hedge
close outs - (23,087)
1.8 Net Operating Cash Flows (29,792) (130,601)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets (8,577) (28,822)
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses (item 5) - -
(b) equity investments - 1,266
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets 701 1,951
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - -
1.13 Other (provide details if material)
(a) exploration, evaluation and
development (1,104) (4,756)
(b) payments to term deposits (1,148) (47,513)
(c) proceeds from term deposits 37,554 79,644
(d) sales revenue capitalized prior
to commercial production 202 7,565
Net investing cash flows 27,628 9,335
1.14 Total operating and
investing cash flows (2,164) (121,266)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. - 140,258
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings 9,811 29,247
1.18 Repayment of borrowings (3,868) (129,775)
1.19 Dividends paid - -
1.20 Other (provide details if material)
(a) share issue costs - (3,240)
(b) finance lease payments (74) (3,151)
Net financing cash flows 5,869 33,339
Net increase (decrease) in cash held 3,705 (87,927)
1.21 Cash at beginning of quarter/
year to date 5,278 96,734
1.22 Exchange rate adjustments to item 1.20 (242) (66)
1.23 Cash at end of quarter 8,741 8,741
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
AUD'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 255
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions N/A
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
Amount Amount
available used
AUD'000 AUD'000
3.1 Loan facilities
(a) Senior Secured Fixed and Senior
Secured Floating Rate Notes(i) 753,797 753,797
(b) Glencore Working Capital
Facility(ii) 81,073 81,073
3.2 Credit standby arrangements
(a) Uncommitted Trade Finance Facility
(iii) 11,183 11,183
(b) Glencore Senior Secured Project
Loan Facility (60% terms)(iv) 11,251 -
(i) Each issued 28 August 1997.
(ii) On 9 January 2002, shareholders approved a number of
agreements that had been entered into with Glencore
International AG, (Glencore) including (without
limitation) the working capital facility provided by
Glencore to Murrin Murrin Resources Pty Limited, a wholly
owned subsidiary of Anaconda Nickel Limited.
(iii) On 9 April 2002, ABN Amro Australia Ltd terminated the
uncommitted trade finance facility.
(iv) Refer to additional noted attaching this Appendix 4C.
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) AUD'000 AUD'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 8,741 5,278
4.2 Deposits at call - -
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22)** 8,741 5,278
** Included in cash at the end of the quarter is $A480,814
($A446,887 at 31 December 2001) in reserve accounts under the
borrowing indenture relating to the Senior Secured Fixed Rate
Notes and the Note Purchase Agreement relating to the Senior
Secured Floating Rate Notes.
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity - -
5.2 Place of incorporation
or registration - -
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business - -
(i) In April 2002, the Company sold its 100% controlled entity
Anaconda Industries Limited to Lynas Corporation Limited for
5.0m. $1.25m of the sales proceeds was received in November
2001. Lynas will assume AIL's contingent debt obligation of
$3.75m and all future royalty payments due to Ashton Mining (WA)
Pty Limited.
COMPLIANCE STATEMENT
1. This statement has been prepared under accounting policies,
which comply with accounting standards as defined in the
Corporations Law or other standards acceptable to ASX.
2. This statement does give a true and fair view of the matters
disclosed.
ANSETT GROUP: Administrators Accept Patrick's Offer
---------------------------------------------------
Patrick Corporation Limited advised that its offer for the
Ansett International Cargo Handling Business has been accepted
by the Ansett Administrators.
The purchase is subject to a number of conditions precedent,
relating to the acquisition of leases, contract documentation
and satisfactory terms in respect of employees transferring with
the business.
The Company is working towards the fulfillment of these
conditions and will make an announcement at the transaction's
completion.
The purchase price is subject to confidentiality but is not
significant in the context of Patrick's total assets.
CALTEX AUSTRALIA: Moody's Withdraws P-3 Short-Term Rating
---------------------------------------------------------
Moody's Investors Service has withdrawn the P-3 short-term
rating assigned to Caltex Australia Ltd (CAL). This action is
taken at the request of the company, and follows CAL's decision
to terminate its only Short Term Note program, under which there
are no outstandings.
TCR-AP reported on February 26 that Standard & Poor's lowered
the corporate credit ratings on Caltex Australia `BBB/A-3' from
`BBB+/A-2'. The outlook is negative. On July 11, 2001, Standard
& Poor's revised Caltex's outlook to negative, citing Caltex's
poor financial performance and the Australian refining
industry's weak fundamentals.
JAMES HARDIE: James Hardie Gypsum Sale Completed
------------------------------------------------
James Hardie Industries N.V. announced Friday that it had closed
on its previously announced agreement to sell James Hardie
Gypsum to BPB PLC for US$345M. The transaction cleared the
necessary conditions and approvals and was closed at 2 pm
Pacific time, 25 April in California.
The sale of its gypsum operations will enable James Hardie to
concentrate solely on the development of high growth, fiber
cement businesses in the world's major building and construction
markets.
"The sale will create significant value for shareholders,
strengthen our balance sheet and allow us to focus entirely on
optimizing the high growth potential of our proprietary, fiber
cement technology," said James Hardie's Chief Executive
Officer, Mr Peter Macdonald.
PASMINCO LIMITED: Discloses Administration Questions & Answers
--------------------------------------------------------------
Pasminco Limited (Administrators Appointed) posted below a
series of frequently asked questions and answers in response to
a number of inquiries from shareholders:
Q. When is the next creditors` meeting?
A. The next creditors` meeting is to be convened on or before
the 8th July 2002.
Q. Why was the meeting deferred?
A. It was deferred because Pasminco is a complex group of
businesses in Europe, America and Australia and significant time
was needed to develop a suitable plan for the future of the
company.
Q. Are Pasminco shares likely to re-list?
A. At this stage this is not clear. It`s possible that the share
may re-list when Pasminco emerges from administration
Q. Can I claim a tax loss on my shares for the financial year
ended 30 June 2002?
A. Not at the moment. A tax loss can only be realized if your
shares are sold or transferred. Corporations Law does not permit
the sale or transfer of any shares while the company is in
administration, unless approved by the Court. Court approval is
only given in exceptional circumstances.
Q. What is happening with the sale of Broken Hill?
A. A conditional sale and purchase agreement has been signed
with Perilya. This requires both Pasminco and Perilya to fulfill
a number of conditions precedent before the sale is completed.
That process is underway and we expect the sale to be completed
by mid-year.
Q. I read that Century is back on the market - is that right?
A. An improved offer has been received and is being evaluated. A
decision is expected by the end of May 2002
Q. Are any other Pasminco assets up for sale?
A. Advisors have been appointed for the sale of the Elura mine
and discussions are underway with a party interested in the
Cockle Creek smelter. The sale process for those assets is at an
early stage.
The sale of the US assets is well advanced and a number of bids
have been received and are currently being evaluated.
Q. The zinc price has improved over the last few months - how is
Pasminco traveling financially?
The improvement in zinc prices is welcome and Pasminco is
operating at normal capacity in terms of mines and smelters.
Pasminco expects to lodge a report on its financial performance
for the six months ended 31 December 2001 with ASIC by 31 July
2002. That report will detail the company`s financial
performance over the period.
A report on the company`s production performance for the same
period will be released to the ASX before the end of April.
The Administrators will also lodge their recommendations to
creditors with the ASX and on this website at the appropriate
time so that shareholders and others are aware of the proposals.
Any significant developments in the meantime will be advised to
the ASX.
PLANTATION TIMBER: Issues General Meeting Results
-------------------------------------------------
M Kitay, Deed Administrator of Australian Plantation Timber
Limited (ABN 36 054 653 057)(Subject to a Deed of Company
Arrangement), in reference to the general meeting of the Company
convened by a notice of meeting dated 25 March 2002 (Notice
of Meeting) and held on 24 April 2002 commencing at 11 am WST
(General Meeting), announced:
* In accordance with Listing Rule 3.13.2, APTL notified the
The shareholders of APTL at the General Meeting passed
Australian Stock Exchange Ltd that all 10 resolutions set out in
the Notice of Meeting.
* In accordance with section 251AA of the Corporations Act
2001 (Cth), APTL disclosed to the ASX in relation to the General
Meeting the total number of proxy votes exercisable by all
proxies validly appointed, as set out in the table annexed to
this letter.
* In accordance with Listing Rule 7.40 and item 5 of Annexure
7A, APTL notified the ASX that the shareholders of APTL resolved
to consolidate the shares of APTL as detailed in the Notice of
Meeting.
* In accordance with Listing Rule 3.16.1, APTL notified the
ASX that:
1. Mr Antony Philip Jack;
2. Mr Anthony Charles Gwynne Davies;
3. Mr Charles Bright;
4. Mr Robert George Bunning; and
5. Mr Donald Michael Watt,
were elected on April 24, 2002 as directors of APTL, as detailed
in the Notice of Meeting.
REINSURANCE AUSTRALIA: AGM Set for May 28
-----------------------------------------
Reinsurance Australia Corporation Limited advised that the
Annual General Meeting of Re AC will be held at:
The Woollahra Room Rushcutters Harbourside Hotel 2nd Floor, 100
Bayswater Road Rushcutters Bay, Sydney, NSW on Tuesday 28th May
2002 at 9:00 am
AGENDA
1. TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS
To receive and consider the Consolidated Financial Statements of
the Company and its controlled entities for the year ended 31
December 2001, together with the Directors' and Auditors'
Reports thereon.
2. RE-ELECTION OF DIRECTORS
Maurice William Loomes and Carl Philipp Rene Thomas retire by
rotation in accordance with the Company's Constitution. Being
eligible for re-election Messrs Loomes and Thomas offer
themselves accordingly.
Resolutions for consideration:
* That Maurice William Loomes be and is hereby re-elected as
a Director of the Company.
* That Carl Philipp Rene Thomas be and is hereby re-elected
as a Director of the Company.
3. AMENDMENTS TO CONSTITUTION
Since the Company's Constitution was last amended in 1997, a
number of changes made to both the Corporations Act 2001 and the
Listing Rules of the Australian Stock Exchange have given rise
to a number of inconsistencies in the interpretation of the
Company's Constitution. Accordingly, a review of the
Constitution has been undertaken in consultation with the
Company's legal advisers.
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That the amendments to the regulations marked up in the
document tabled at the meeting and for the purposes of
identification signed by the Chairman of the meeting be approved
and adopted as amendments to the Constitution of the Company"
VOICENET (AUST): AGM to Convene on May 31
-----------------------------------------
Voicenet (Aust) Limited advised that the Annual General Meeting
of the Company will be held at the CTA Business Club, MLC
Center, 19-29 Martin Place, Sydney NSW 2000 on Friday 31 May
2002, at 11:00 a.m.
On January 7, TCR-AP reported that Voicenet's wholly owned
subsidiary, Skai Computer Systems Pty Ltd under voluntary
administration. The Administrators are Mr Geoffrey McDonald and
Mr Richard Albarran of Hall Chadwick, Sydney.
According to Wrights Investors' Service, at the end of 2001,
Voicenet (Australia) Limited had negative working capital, as
current liabilities were A$7.88 million while total current
assets were only A$6.50 million. The company has paid no
dividends during the last 12 months. It also reported losses
during the previous 12 months and has not paid any dividends
during the previous 6 fiscal years.
================================
C H I N A & H O N G K O N G
================================
CELESTIAL ASIA: Issues Consolidation, Timetable Information
------------------------------------------------------------
The Directors of Celestial Asia Securities Holdings Limited
announced that the special resolution for the Proposed Share
Consolidation and Capital Reduction was duly passed by the
Shareholders at the special general meeting of the Company held
on 25 April 2002.
TIMETABLE FOR SHARE CONSOLIDATION AND CAPITAL REDUCTION
2002
The date the Share Consolidation and the Capital Reduction
taking effect 9:30 am on Friday, 26 April
Original counter for trading in board lot size of 2,000 Existing
Shares temporarily closes Friday, 26 April
Temporary counter for trading in board lot size of 100 Reduced
Shares opens (in the form of the existing share certificates)
9:30 am on Friday, 26 April
First day for free exchange of certificates for Reduced Shares
Friday, 26 April
Original counter for trading in board lot size of 2,000 Reduced
Shares reopens (in the form of new share certificates)
9:30 am on Monday, 13 May
Parallel trading in Reduced Shares commence
9:30 am on Monday, 13 May
Temporary counter for trading in board lot size of 100 Reduced
Shares closes 4:00 pm on Tuesday, 4 June
Parallel trading in Reduced Shares ends
4:00 pm on Tuesday, 4 June
Latest date for lodging certificates for Existing Shares in
exchange for certificates for Reduced Shares free of charge
Friday, 7 June
FUJIAN INTERNATIONAL: Gets Creditors' Pressure to Repay Bonds
-------------------------------------------------------------
Fujian International Trust & Investment Corporation's creditors
intend to force the provincial trust company to repay US$208
million of bonds through various means, DebtTraders reported
Friday. FITIC is undergoing a liquidation process after the
provincial government refused to bail out the trust company.
The Fujian International's 7.375% bonds due on 2007 (FUJI07CNS1)
are trading between 54 and 63. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=FUJI07CNS1
JILIN CHEMICAL: 2001 Operations Loss Widen to RMB1,255,588
----------------------------------------------------------
Jilin Chemical Industrial Company Limited announced on
22/April/2002:
(stock code: 368)
Year end date: 31/12/2001
Currency: RMB
Auditors' Report: Neither
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2001 from 1/1/2000
to 31/12/2001 to 31/12/2000
('000) ('000)
Turnover : 12,618,532 13,396,247
Profit/(Loss) from Operations : (1,255,588) (273,646)
Finance cost : (598,882) (641,124)
Share of Profit/(Loss) of Associates: (1,259) -
Share of Profit/(Loss) of
Jointly Controlled Entities : 40,595 37,427
Profit/(Loss) after Tax & MI : (1,817,369) (835,990)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (RMB 0.51) (RMB
0.24)
-Diluted : - -
Extraordinary (ETD) Gain/(Loss) : - -
Profit/(Loss) after ETD Items : (1,817,369) (835,990)
Final Dividend per H Share : NIL NIL
(Specify if with other options) : - -
B/C Dates for Final Dividend : -
Payable Date : -
B/C Dates for Annual General Meeting: 19/5/2002-17/6/2002 bdi.
Other Distribution for Current Period: -
B/C Dates for Other Distribution : -
Remark:
Certain Comparative amounts have been reclassified to conform to
the current year's presentation.
REESON CRANE: June 26 Winding Up Petition Hearing Set
-----------------------------------------------------
The petition to wind up Reeson Crane & Engineering Limited
is set for hearing before the High Court of Hong Kong on June
26, 2002 at 9:30 am.
Chow Chi Hung, whose registered office is Flat E, 3/F., Nelly
Heights, Belair Garden, Shatin, New Territories, Hong Kong,
filed the petition with the court on March 8, 2002.
RENREN HOLDINGS: Narrows 2001 Operations Loss to HK$83,019
----------------------------------------------------------
Renren Holdings Limited announced on 23/April/2002:
(stock codes: Ord: 59 & War: 153)
Year end date: 31/12/2001
Currency: HK$
Auditors' Report: Neither
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2001 from 1/1/2000
to 31/12/2001 to 31/12/2000
('000) ('000)
Turnover : 17,612 82,316
Profit/(Loss) from Operations : (83,019) (189,851)
Finance cost : (1,811) (573)
Share of Profit/(Loss) of Associates: Nil Nil
Share of Profit/(Loss) of
Jointly Controlled Entities : Nil Nil
Profit/(Loss) after Tax & MI : (84,825) (190,424)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (5.36 cents) (20.70
cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : Nil Nil
Profit/(Loss) after ETD Items : (84,825) (190,424)
Final Dividend per Share : Nil Nil
(Specify if with other options) : Nil Nil
B/C Dates for Final Dividend : N/A
Payable Date : N/A
B/C Dates for Annual General Meeting: 23/5/2002 - 30/5/2002 bdi.
Other Distribution for Current Period : N/A
B/C Dates for Other Distribution : N/A
Remarks:
Loss per share
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the year of HK$84,825,000 2000:
HK$190,424,000), and the weighted average of 1,582,097,774
(2000: 919,896,333) ordinary shares in issue during the year, as
adjusted to reflect the share consolidation and the rights issue
effected after the balance sheet date.
Diluted loss per share for the years ended 31 December 2001 and
2000 have not been disclosed as the share options and the
convertible bonds and notes outstanding during these years and
the bonus warrants effected after the balance sheet date had an
anti-dilutive effect on the basic loss per share for these
years.
=================
I N D O N E S I A
=================
ASTRA INTERNATIONAL: Preparing for Debt Rescheduling Likelihood
---------------------------------------------------------------
PT Astra International Tbk plans to reschedule its debt in June-
July 2002 if negotiation with Toyota Motor Corporation Japan on
divestment of Toyota Astra Motor stuck, Bisnis Indonesia
reports, citing company Vice President Director Budi
Setiadharma.
"We decided to reschedule the unpaid debt by June-July 2002,"
Setiadharma said, "but before coming to the decision, the
company management will firstly conduct negotiation with
creditors in May-June 2002 since rescheduling will surely take
some time"
The installment for the Company's I and II debt, which includes
interest amount US$783 million and Rp1,067 trillion, is
scheduled to begin in December 31, 2002 until June 30, 2006.
According to Setiadharma, "Rights issue will be another
alternative taken for the fund earning if rescheduling and TAM
divestment come to failure. However divestment of Toyota Astra
will still be carried out even though rescheduling request is
approved"
The negotiation between the Company and Toyota Motor has been
going for five to six months.
CITRA MARGA: Toll Road Revenue Sharing Scheme Can be Revoked
------------------------------------------------------------
The Attorney General's office has issued a legal opinion, which
allows government to revoke a joint ministerial decree on the 75
percent to 25 percent toll road revenue sharing scheme between
PT Citra Marga Nusaphala Persada and PT Jasa Marga, AFX reports.
"There were no logical grounds to carry on the existing revenue
sharing scheme," as stated in the legal opinion, which was
signed by Attorney General MA Rachman on April 23, adding that
the scheme was a unilateral decision and went against the
recommendation of the Minister of Public Works dated Oct 11,
1989.
Settlements and Regional Infrastructure Minister Sunarno has
said that the revenue sharing deal, which is effective until
2023, overly favors Citra Marga.
TCR-AP reported last week that Citra Marga suffered a loss this
year because of large dollar debt repayment. It didn't specify
the amount of loss. It also defaulted the CMNP 7.25% Bond due on
2002 last month.
According to DebtTraders, Citra Marga's 7.250% bonds due on 2002
(CMNP02IDN1) are trading between 67.5 and 71.5. For real-time
bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CMNP02IDN1
PASIFIK SATELIT: Appoints E&Y Indo as Independent Accountants
-------------------------------------------------------------
PT Pasifik Satelit Nusantara (PSN) announced Thursday the
appointment of its new auditor, Ernst & Young Hanadi, Sarwoko &
Sandjaja (Ernst & Young Indonesia). Effective on April 19, 2002,
Ernst & Young will conduct immediately an audit of PSN's
financial statements for the year ended December 31, 2000 and
2001.
The Company's Board of Commissioners approved this appointment
following authorization granted during the Extraordinary General
Meeting of Shareholders of PSN on April 10, 2002. Ernst & Young
Indonesia replaces KPMG Indonesia in this capacity.
"We look forward to working with Ernst & Young, a firm with an
excellent reputation for diligence and professionalism in the
public accounting arena," said Adi R. Adiwoso, President,
Director and CEO of PSN. "Swift and orderly completion of an
audit report for 2000 and 2001 is a top priority for the
company. We are thankful to our shareholders for their patience
throughout this complex process that resulted in a delayed
filing due to the inability to reach agreement with KPMG on a
schedule for completion for the audit. Fortunately this delay
has not hindered our ability to perform day-to-day operations,
nor has it interrupted progress in rolling out PSN services."
PSN's American Depositary Shares can be traded through "pink
sheet" inter-dealer quotations under the trading symbol "PSNRY".
TCR-AP reported November last year that Pasifik Satelit, due to
failure to meet certain Nasdaq National Market listing
requirements, its American Depositary Shares have been delisted
from the National Market. Following the delisting, PSNs American
Depositary Shares can be traded only through "pink sheet" inter-
dealer quotations.
=========
J A P A N
=========
FUJITSU LTD: Incurs Y382B Loss on Restructuring
-----------------------------------------------
Fujitsu Ltd has incurred a group net loss of Y382.54 billion for
the year that ended March 31 on heavy restructuring costs and
money-losing semiconductor and telecommunications-related
operations, the Associated Press reported Thursday.
The major electrical machinery maker recorded a consolidated
operating loss of Y74.4 billion (US$560 million) for the fiscal
year, compared with an operating profit of Y244 billion (US$1.9
billion) the previous year.
The losses were mainly caused by the U.S. economic slowdown last
year and from restructuring measures, AP added.
Fujitsu expects to improve profitability during the current
fiscal year, which began April 1.
HOKO FISHING: Files for Bankruptcy with Y28.7B Debt Load
--------------------------------------------------------
Hoko Fishing Co. has filed at the Tokyo District Court
protection from its creditors under Japan's Corporate
Rehabilitation Law, Dow Jones Newswires reported Thursday.
The major seafood supplier was left with liabilities totaling
Y28.7 billion.
Hoko Fishing is the 16th listed company to fail so far this
year.
MITSUBISHI MATERIALS: Merging Wire Business With Sumitomo Elec
--------------------------------------------------------------
Mitsubishi Materials Corp., Sumitomo Electric Industries Ltd.
and Optec Dai-Ichi Denko Co. will combine their magnet wire
operations under a new company in October, Dow Jones Newswires
reports.
The parties will merge the operations at a joint venture in
which Sumitomo Electric will hold a stake of more than 50
percent. Optec is an affiliate of Mitsubishi Materials.
The three companies agreed in March 2000 to tie up in the coiled
wire business. Coiled wire is widely used in motors, home
appliances, automobile parts and power generators.
Mitsubishi Materials Corporation, headquartered in Tokyo, Japan,
is Japan's leading producer of various inorganic materials,
cement, and certain fabricated metal products. The company has
been implementing a medium-term business plan, originally laid
out in January 2001, to improve its overall profitability by
reducing its cost base and restructuring its business
portfolio.
MIZUHO HOLDINGS: Reports Trouble-free Money Transfers
-----------------------------------------------------
Mizuho Holdings Inc's money transfers at its banks were
proceeding smoothly Thursday, a payday at many companies and one
of the busiest settlement days for utility fees, Japan Today
reported.
Mizuho Bank and Mizuho Corporate Bank were expected to handle
some 4 million money transfers Thursday to remit salaries and
settle utility bills.
Japan's Financial Services Agency will conduct a special
inspection of Mizuho Holdings in May to look into the truth and
who is to blame for the group's massive computer glitch.
=========
K O R E A
=========
DAEWOO MOTOR: GM Deal Expected In May
-------------------------------------
South Korea Commerce Minister, Shin Kook-hwan, anticipates that
a final contract to sell most of bankrupt Daewoo Motor's
production plants to U.S. auto giant, General Motors Corp, will
be signed in early May.
"Daewoo's President briefed me that the two sides agreed on the
principles of the deal and are currently working to finalize the
documents for signing," Commerce Minister Shin Kook-hwan told
Reuters in an interview.
Shin said GM's Chairman will visit Seoul in early May for the
deal.
The $2 billion deal should result in GM investing about $400
million in a joint venture to take over at least three factories
and overseas sales outlets.
HYNIX SEMICON: Minister Says Leave Hynix-Micron Deal to Lenders
---------------------------------------------------------------
The government will not intervene in a deal to sell core assets
of troubled chipmaker Hynix Semiconductor Inc to U.S. rival
Micron Technology Inc., South Korea's Commerce Minister Shin
Kook-hwan told Reuters.
Hynix creditors have until April 30 to decide whether to accept
a $3.4 billion offer from Micron signed on Monday in a
provisional agreement.
The signing of a memorandum of understanding (MOU) has brought
several criticisms from the labor union, shareholders and even
Hynix's suppliers.
Critics argued that the debt rescheduling terms agreed for
Hynix's non-memory operation is heavily in favor of Micron,
where the U.S. chipmaker demanded that the Korean creditors
write off W3.8 trillion of Hynix's outstanding debts out of W6.6
trillion in total.
HYNIX SEMICON: Union Warns Mass Resignation Upon Micron Sale
------------------------------------------------------------
Union workers at Hynix Semiconductor Inc will carry out a mass
resignation should a sale to U.S. rival Micron Technology Inc be
finalized, Reuters reports.
"We announce that we will submit our resignations when the sale
is finalized," the union, which represents 8,300 of Hynix's
13,200 workers, said.
Micron agreed last Monday to buy most of the assets of Hynix for
$3.4 billion, a deal that can turn Micron into the world's
biggest producer of memory semiconductors.
===============
M A L A Y S I A
===============
ACP INDUSTRIES: BaIDS Fully Redeemed
------------------------------------
Rating Agency Malaysia Berhad informed that ACP Industries
Berhad's RM100.0 million Al Bai' Bithaman Ajil Islamic Debt
Securities (1997/2002) (BaIDS) have matured on 24 April 2002.
ACPI had utilized only RM30.3 million of the RM100.0 million
BaIDS for capital expenditure purposes and the outstanding sum
was redeemed via internally generated funds on 23 April 2002.
As a consequence of the redemption, RAM no longer has any rating
obligation on the BaIDS and the A2 rating is no longer
applicable.
ADVANCE SYNERGY: Inks Revised Disposal Agreement With UMG
---------------------------------------------------------
Southern Investment Bank Berhad, on behalf of the Board of
Directors of Advance Synergy Berhad, announced that the Company,
on 24 April 2002, entered into a Supplemental Agreement with
United Merchant Group Berhad. The new plan involves varying
certain terms of the sale and purchase agreement entered into on
13 July 2001 in relation to the Proposed Disposal of 49% equity
interest in ACE Synergy Insurance Berhad comprising 49,000,000
ordinary shares of RM1.00 each to UMG for a total cash
consideration of RM71,000,000 (Proposed Disposal) (Principal
Agreement).
The revised terms as set out in the Supplemental Agreement are a
result of further negotiations between ASB and UMG, following
the delay in the completion of the Proposed Disposal.
Salient Terms of the Supplemental Agreement
The following major terms of the Principal Agreement has been
varied or supplemented under the Supplemental Agreement:
Conditions Precedent
The time period for satisfaction of the conditions precedent
stated in the Principal Agreement shall be extended, and if any
of the conditions precedent is not fulfilled by the date falling
nine (9) months from the date of the Supplemental Agreement or
such later date as may be agreed in writing, then:
(a) ASB shall refund to UMG all moneys paid by UMG towards
payment of the purchase consideration together with interest
thereon at the prevailing three (3)-month fixed deposit rate of
Malayan Banking Berhad calculated from the relevant date(s) of
payment of such moneys by UMG to ASB to the date of actual
receipt by UMG of the refund of such moneys from ASB; and
(b) Upon such refund, the Principal Agreement and
Supplemental Agreement shall cease and determine and all
obligations and liabilities of the parties hereunder shall cease
to have effect and (save in respect of any antecedent breaches)
none of the parties shall have any claim against the other for
costs, damages, compensation or otherwise.
The Manner of Payment consideration shall be satisfied by way of
cash in the following manner described in the table set at
http://www.bankrupt.com/misc/TCRAP_Advance0429.gif
DOCUMENTS FOR INSPECTION
The Principal Agreement and Supplemental Agreement are available
for inspection at the registered office of ASB at Level 3A
(Tower Block), Menara Milenium, 8 Jalan Damanlela, Bukit
Damansara, 50490 Kuala Lumpur.
Profile
Originally, the Company (ASB) was engaged in cultivating,
processing and marketing rubber and oil palm. In February 1986,
it sold its entire plantation land and plantation-related assets
and diversified into investment holding, property development
and property rental. Later it branched into sawmilling and sawn
timber trading.
Today, Group operations are focused mainly on financial
services, general insurance, property development, provision of
management services, sawmilling, sawn timber trading, card and
payment services, processing and marketing of marble and marble
products, manufacturing and sale of plastic packaging bottles,
containers, conventional screw-on closures and caps, owning and
operating hotels and resorts, travel and tours, events
organizing and provision of e-commerce applications and
services.
In 1993, the Group diversified further into the property,
manufacturing and finance sectors.
In 1994, the Company expanded into the hotel and tourism-related
industry and enlarged its manufacturing operations.
Subsequently, all the properties involved in the leisure
business were re-ordered under wholly-owned holding company
Alangka-Suka Hotels & Resorts Bhd.
The Company has since expanded its hotels and resorts division
into UK, Shenzhen, China, Khartoum, Sudan and Dubai, United Arab
Emirates. The Company also has ventured into the gold mining
industry and invested in two gold mining companies in Australia.
In 2000, the Group left the banking and financial services
sector with the divestment of United Merchant Finance Berhad and
Perdana Merchant Bankers Berhad. Additional restructuring
involving the disposal of an interest in Gulf Petroleum Company
served to further streamline the Group.
In addition, in 2000, the Company has implemented a
restructuring exercise involving bank borrowings of the Company
and a few of its subsidiaries by issuance of loan stocks to
several financial institutions and warrants to the stockholders
of the Company.
BESCORP INDUSTRIES: Provides Payment Default Update
---------------------------------------------------
Bescorp Industries Berhad (Special Administrators Appointed), as
required by the Kuala Lumpur Stock Exchange Practice Note
1/2001, hereby provided an update on its default in payment, as
enclosed in Appendix A found at
http://www.bankrupt.com/misc/TCRAP_Bescorp0429.xls
The default by BIB as at 31 March 2002 amounted to
RM58,246,127.55 made up of a principal sum of RM35,750,000.00
plus RM22,496,127.55 in interest for revolving credit
facilities.
As at 31 March 2002, the remaining subsidiary companies of BIB,
namely Bescorp Construction Sdn. Bhd. (In Liquidation), Bescorp
Piling Sdn. Bhd. (In Liquidation), Bescorp Concrete Sdn. Bhd.
(In Liquidation), Bespile Sdn. Bhd. (In Liquidation), Farlil
Sdn. Bhd. (In Liquidation) and Waktu Cerah Sdn. Bhd., defaulted
on a total sum of RM92,490,560.58, made up of a principal sum of
RM60,905,258.44 plus RM31,585,302.14 in interest, for revolving
credit facilities, term loan, banker's acceptance, hire purchase
and lease facilities, and RM59,198,370.71 for overdraft
facilities.
CEPATWAWASAN GROUP: Shares Granted Listing, Quotation
-----------------------------------------------------
Cepatwawasan Group advised that the additional 12,802,000 new
ordinary shares of RM1.00 each arising from the Cepat-Conversion
of Rm12,802,000 Nominal Value of 4% 2001/2006 Irredeemable
Convertible Unsecured Loan Stocks into 12,802,000 New Ordinary
Shares will be granted listing and quotation with effect from
9:00 a.m., Monday, 29 April 2002.
Profile:
From S & P Coconut Industries (M) Sdn Bhd to S & P Food
Industries (M) Sdn Bhd on 14 August 1991 and to Cepatwangsa
Group Bhd on 24 October 2001. The Company (SPFI) had on 16
August 2000 proposed to undertake a capital reduction and scheme
of arrangement involving the incorporation of a new investment
holding company (Newco) and share exchange exercise on the basis
of one consolidated SPFI share for one Newco share. Upon
completion of the scheme, SPFI proposed to implement a rights
issue, a debt restructuring scheme to settle the Group's
financial obligations by way of cash repayment and an issuance
of Newco ICULS, and a settlement of a stockbroking company's
claim also via an issuance of Newco ICULS.
Concurrently, SPFI proposed to acquire equity interests in 15
companies involved in operation of oil palm and cocoa
plantations, operation of palm oil mill, investment holding,
provision of equipment hiring and plantation management
services, provision of plantation development contracting
services and sale of oil palm seedlings. Pursuant to these
acquisitions, SPFI proposed to settle amounts owing to certain
directors and shareholders of these companies and to purchase
two oil palm estates.
Following this, SPFI proposed to dispose of its existing
business and subsidiaries to Simfoni Melangit Sdn Bhd and apply
for transfer of listing from KLSE's Second Board to the Main
Board. In effect, the restructuring exercise would change SPFI's
core business to plantations.
A revised scheme was later submitted to the SC on 8 March 2001,
incorporating changes to the purchase consideration of the
companies and estates to be acquired. Subsequently, on 16 April
2001, the SC approved the scheme subject to certain conditions
but rejected SPFI's proposed transfer to KLSE's Main Board.
In early May, however, in view of current market conditions,
SPFI aborted its rights issue exercise. In its replacement,
certain vendors of the acquiree companies agreed to advance RM5m
cash to Newco (presently known as 'Cepatwawasan Group Bhd'
(CGB)) upon completion of the acquisitions. This shareholders'
advance will provide CGB with adequate funding to meet the cash
settlement portion to its debt restructuring and defray related
expenses of the corporate exercises. On 8 June 2001, the High
Court granted an order to SPFI to convene members' meetings, to
be held within a period of 90 days from the date of the order,
for the purpose of approving the scheme.
Subsequently, on 14 June 2001, the SC approved the revisions
made to the scheme. The scheme is now pending approvals from
shareholders and KLSE and sanction from the High Court.
GREAT UNION: Holders' Advances Meet GRUF Graduated Repayment
------------------------------------------------------------
Great Union Properties Sdn Bhd on 3 April 2002 obtained an
indulgence of 21 to 30 days for its third graduated repayment of
RM50 million on its RM265 million Guaranteed Revolving
Underwritten Facility (GRUF). RAM has been informed that the
third graduated repayment was made on 24 April 2002 through
shareholders' advances. With this graduated repayment, the
amount outstanding on the GRUF has been reduced from RM205
million to RM155 million. GUP is currently finalizing a
refinancing package for its GRUF and this exercise is expected
to be completed in May 2002. In the meantime, RAM will continue
to monitor the situation closely.
In December 2001, RAM had reviewed and reaffirmed the enhanced
P3(s) rating for the GRUF. The enhanced rating reflects the
explicit undertaking by GUP's respective shareholders, IGB
Corporation Bhd and Stapleton Development Ltd (a subsidiary of
New World Development Co Ltd of Hong Kong), to extend funds,
either in the form of equity or shareholders' loans, on a
proportionate basis as and when required. Both GUP's
shareholders had in the past extended support to GUP for the
first 2 graduated repayments of the GRUF.
A consortium of financial institutions also unconditionally and
irrevocably guarantees the GRUF. However, as Rating Agency
Malaysia Berhad has not rated one of the financial institutions
within the consortium of guarantors, it is unable to comment on
the extent of further credit enhancement to the GRUF.
KUANTAN FLOUR: Requests Suspension of Trading
---------------------------------------------
The Board of Kuantan Flour Mills Berhad announced that the Kuala
Lumpur Stock Exchange has approved KFM's request for suspension
in the trading of shares of KFM from 9.00 a.m. to 5.00 p.m. on
Friday, 26 April 2002. This is to enable the public
dissemination of KFM's material announcement in relation to
KFM's investment in the Blue Water Project on that same day. The
estimated value of the said project is US$2.6 million.
Wrights Investors' Service reported that at the end of 2001,
Kuantan Flour Mills Berhad had negative working capital, as
current liabilities were Rp34.92 million while total current
assets were only Rp34.06 million. The Company has paid no
dividends during the last 12 months. It has also reported losses
during the previous 12 months.
MOL.COM BERHAD: SC's Proposals Approval Pending
-----------------------------------------------
Arab-Malaysian Merchant Bank Berhad, on behalf of the Board of
Directors of Mol.com Berhad announced that MOL has on even date
made an application to the Kuala Lumpur Stock Exchange for a
further extension of time for two months from 1 May 2002 till 1
July 2002 to obtain all the necessary approvals for the
implementation of the Proposals.
The `Proposals' are:
* Proposed Acquisition of Silicon Communications Sdn Bhd;
* Proposed Subscription of Shares in Silicon;
* Proposed Rights Issue; and
* Proposed Increase in Authorized Share Capital.
Presently, MOL is only pending approval from the Securities
Commission, after having obtained approvals from the Ministry of
International Trade and Industry and the Foreign Investment
Committee on 9 January 2002 and 27 March 2002 respectively.
Further announcements in relation to the outcome of the
applications to the SC and the KLSE will be made in due course.
Profile
During FYE 30 June 2001, the Group consolidated and streamlined
its operations in both the industrial products and ICT sectors
to strengthen its financial position through the disposal of :
100% equity stake in LKH Lamps Sdn Bhd, 51% equity stake in
Dijaya Ceil Sdn Bhd, freehold land and building, plant and
machinery and stocks in LKH Wires & Cables Sdn Bhd and 41% in
Mcities.com Sdn Bhd.
Due to losses incurred by the Group up to 31 December 2001,
shareholders' funds after excluding reserves on consolidation
are in deficit by RM31.7m. The Company on 18 April 2001
announced, inter-alia, a rights issue of two for one at par,
which will result in an issue of approx. 150,674,600 shares,
raising RM150,674,000. The application is pending approval from
the relevant authorities. Completion of the rights issue will
significantly strengthen the financial position of the Group. As
at 31 December 2001, Tan Sri Dato' Tan Chee Yioun (TSVT), the
major controlling shareholder of the Company, has advanced
principal amount of RM125.05m to the Group. TSVT has indicated
that the whole of these advances will be applied towards the
subscription of his entitlement of the rights issue and has
further stated his intention to subscribe for any remaining
rights shares that are not taken up by other shareholders.
PERNAS INTERNATIONAL: RM280M Bonds Redeemed
-------------------------------------------
Pernas International Holdings Berhad PIHB fully redeemed its
RM280 million Redeemable Secured Bonds (1996/2002) on 24 April
2002. The Group utilized its borrowings to fund its redemption.
As such, RAM no longer has any rating obligation on the RM280
million Bonds.
However, Rating Agency Malaysia Berhad maintains the Rating
Watch (with a developing outlook) on the BBB3(s) ratings of
PIHB's 2 other bond issues, i.e. its RM200 million Redeemable
Secured Bonds (2000/2005) and RM100 million Redeemable Secured
Bonds (2000/2008). Our Rating Watch on PIHB will remain until
the Group has a firm restructuring scheme in place.
S P SETIA: RM118,298,070 Land Acquisition Completed
---------------------------------------------------
The Board of Directors of S P Setia Berhad announced that all
terms and conditions of the Acquisition by the Company through
its wholly-owned subsidiary company, Bukit Indah (Johor) Sdn Bhd
of 452.625 acres of freehold land located at Gelang Patah, Johor
Darul Takzim for a total cash consideration of RM118,298,070
have been fulfilled and the said Acquisition was duly completed
on 22 April 2002.
Last week, TCR-AP reported that the Securities Commission had,
via their letter dated 11 April 2002, approved the Proposed
Refinancing, for the purchase of:
(i) Approximately 452.625 acres of freehold land identified
as H.S.(D) 258291 PTD 71060 and H.S.(D) 317225 PTD 116765
located at Gelang Patah, in Mukim of Pulai, District of Johor
Bahru, Johor Darul Takzim; and
(ii) approximately 34.518 acres of freehold land held under
part of Master Title known as Geran 10027 Lot No. 41557 located
at Mukim of Batu, District of Kuala Lumpur, State of Wilayah
Persekutuan.
SPORTMA CORP.: Defaulted Payment Stands at RM215,266,763.43
-----------------------------------------------------------
Sportma Corporation Berhad (Special Administrators Appointed),
as required by the KLSE Practice Note 1/2001, provided an
estimate of its default in payment as at 31 March 2002, as
attached in Appendix A found at
http://www.bankrupt.com/misc/TCRAP_Sportma0429.xls
The total default by Sportma on principal sum plus interest as
at 31 March 2002 amounted to RM215,266,763.43. Sportma in
respect of revolving credit facilities, trade financing and
overdraft utilizes the default payment.
Chemitech Industries Sdn Bhd, a wholly-owned subsidiary of
Sportma, had as at 31 March 2002, defaulted on RM625,906.57,
made up of a principal sum of RM470,000.00 plus RM155,906.57 in
interest, in respect of its term loan.
=====================
P H I L I P P I N E S
=====================
MAYNILAD WATER: Confirms Water Rate Hike in July
------------------------------------------------
Maynilad Water Services, Inc (MWSI), a subsidiary of Benpres
Holdings Corp, will definitely increase its water rates in areas
it serves by July, Business World reported.
MWSI President, Rafael M. Alunan, said that the rate hike has
been approved by the government's Metropolitan Waterworks and
Sewerage System (MWSS) as early as July last year and that
ongoing negotiations between the MWSS and the water
concessionaire are focused on the amount by which rates will be
increased.
As part of the approved gradual rate hike, Maynilad raised its
rates by P0.004 per liter in October 20, 2001; then by another
P0.004 by July 1, 2002.
Mr. Alunan said that the increase will enable MWSI to recover
foreign exchange losses incurred from August 1997 to December
2000, and subsequent foreign exchange losses for 2001.
METRO PACIFIC: Asset Swap Talks with Creditors Ongoing
------------------------------------------------------
Metro Pacific Corp's negotiations with various creditors are
ongoing, including talks with the Social Security System (SSS)
for a proposed asset-for-debt swap, AFX Asia reported.
The property Company said that its subsidiary, Bonifacio Land
Corporation, is engaged in discussions with its various
creditors, including the SSS, regarding the reduction and/or
restructuring of Bonifacio Land's obligations.
"These discussions are now in different stages of
finalization," it said.
Earlier, Metro Pacific was said to have offered the state
pension fund one of three prime lots in its commercial and
residential complex Bonifacio Global City, as payment for its
P1.5 billion maturing loan. SSS did not accept the offer.
The debt was incurred when it guaranteed the debt paper issue of
Bonifacio Land.
NATIONAL BANK: Senate Investigation Delays MoA Signing
------------------------------------------------------
The signing of a memorandum of agreement between the government
and Philippine National Bank majority owner Lucio Tan has been
delayed due to a Senate investigation, BusinessWorld reported.
Finance Secretary Jose Isidro Camacho said the government would
wait for the Senate to conclude its investigation of the recent
P25-billion ($490.73 million) bailout of the debt-saddled bank.
The agreement, which will pave way for the PNB's rehabilitation,
was scheduled for signing last week, after the Justice
Department found no legal barriers to the debt-for-equity swap.
Mr. Camacho said he is optimistic the signing of a memorandum of
agreement will take place this week.
The five-year rehabilitation plan begins with the bank's
privatization, wherein the government would reacquire management
control of the bank until such time that it becomes profitable.
Under PNB's rehabilitation plan, P7.8 billion of the P23.9
billion balance of the loan would be converted into preferred
convertible notes to be held by the PDIC. This represents a
44.98 percent nonvoting stake in the bank. A proxy representing
these shares will then be given to the government.
The PDIC will also be paid P10 billion worth of PNB receivables
from the government, including loans extended to various
agencies such as the Bureau of Customs, Duty Free Phils.,
Philpost Leasing Corp., and several local government units.
The bank will pay the remaining P6.1 billion over a 10-year
period. The government and Tan's group will then jointly sell at
least 67 percent of the bank to a strategic private investor.
Once the agreement is signed, both the government and Tan will
each end up owning 45 percent of PNB.
The rehabilitation plan is urgently needed for PNB, which
incurred a net loss of P4.5 billion last year, to raise up to
P10 billion in fresh capital to solve its bad-loan problem.
NATIONAL POWER: Bid Out On $21.45M Coal Contracts Likely
--------------------------------------------------------
State-owned National Power Corp. (Napocor) will bid out at least
two coal supply contracts worth P1.09 billion (US$21.45 million)
on May 7 and 23 this year, the Philippine Star reported.
According to Napocor's corporate fuel management department
head, Elisa Dayao, on May 7 they will be fulfilling the coal
supply requirement of Sual power plant in Pangasinan, involving
five panamax of 65,000 MT totaling to 325,000 MT valued at $9.75
million.
The power firm will also be bidding out on May 23 an electronic
bidding for the coal supply requirement of Masinloc coal power
plant in Zambales, which will involve six panamax shipments of
65,000 metric tons (MT) totaling 390,000 MT with an estimate
value of $11.7 million.
The government is selling Napocor's assets to reduce power costs
and cut the Company's debt. In January and February, the power
company sold $750 million in bonds to help repay $1 billion of
debt due this year. It forecasts a 34 billion peso (US$667
million) loss this year, three times more last year.
PHILIPPINE LONG: Expands DSL Service to Rural Areas
---------------------------------------------------
Philippine Long Distance Telephone Company (PLDT) will be
installing a total of 22,000 Digital Subscriber Line (DSL) ports
in key areas around the country by the end of the year.
According to an Asia Pulse report, the country's telecom giant
aims to bring the benefits of its premium broadband internet
service to the rural areas and accommodate more subscribers.
The expansion will also benefit the tourism industry as more and
more hotels, resorts, inns and tourism-related industry will be
getting the services for the benefit of the local and foreign
tourists.
The Company will provide pipelines in most areas nationwide for
integrated voice, video, and data services.
The Company recently rolled out its DSL service in Dagupan,
Tarlac, Calamba and First Cavite Industrial Park and Javalera in
Cavite as part of its plan to expand its DSL coverage.
With the continuing rollout, PLDT hopes to increase the number
of subscriptions not only in urban areas but also in ecozone
areas and in the provinces where the need for high-speed
Internet and data services is already rising.
PLDT is offering $350 million worth of its 10-year fixed rate
notes due 2012 and five-year fixed rate notes due 2007. Net
proceeds will be used to repay the Company's maturing loan
obligations now until 2004.
PILIPINO TELEPHONE: Drops Alliance Talks With SK Telecom
--------------------------------------------------------
Pilipino Telephone Corp is no longer seeking a technology
partnership with South Korea's SK Telecom, company president
Napoleon Nazareno told Today newspaper.
"There are no more talks. But we welcome other interested
parties as long as the capital expenditure of Piltel will be
minimal and we are able to explore new technologies," he said.
Piltel has successfully restructured its P34.9 billion
(US$684.35 million) debt and has been making a comeback through
its Talk N' Txt brand.
PILIPINO TELEPHONE: Post P21.7B Loss, Junks Paging Service
----------------------------------------------------------
Mobile telephone service provider, Pilipino Telephone Co.
(Piltel), reported a net loss of P21.7 billion (US$426.99
million) last year, against a loss of P5.15 billion in 2000, the
Philippine Star reported.
This loss includes extraordinary charges taken in connection
with the debt restructuring and the asset writedown.
Piltel President and Chief Executive Officer, Napoleon Nazareno,
said that with the continued popularity of text messaging,
paging has become obsolete, forcing Piltel to shut down its
paging service Beeper 150, which contributed only 1.1 percent of
the Company's total revenues last year.
Because of the debt restructuring last year, Piltel was able to
reduce its overall debt by around P20.5 billion.
Piltel said it would try to keep the paging subscribers in its
prepaid GSM service by offering discounts on prices of its Talk
'N Text phone kits.
Philippine Long Distance Telephone Co. owns 45.3 percent of
Piltel, the third largest cellular mobile telephone service
provider in the country. Creditors and minority stockholders own
the rest.
SHEMBERG BIOTECH: Cebu Court Approves Rehab
-------------------------------------------
Judge Isaias Dicdican of the Cebu Regional Trial Court, on April
22, approved the rehabilitation of Shemberg Biotech Corp., the
Philippine Daily Inquirer reported.
The Court has ordered that 50 percent of the loans be converted
into convertible zero-coupon bonds. It has further directed
banks to restructure the remaining debts to 12-year loans,
including a two-year grace period.
The Judge also required the multilateral lenders to endorse the
rehabilitation plan to Colgate Palmolive, Shemberg Biotech's top
client.
Multilateral lenders include Asian Development Bank,
Commonwealth Development Corp. and the Deutsche Investitions und
Entwicklungsgesselchaft GmbH. The local creditors include
Standard Chartered Bank, United Coconut Planters Bank, Bank of
the Philippine Islands (through the former Far East Bank) and
Urban Bank.
Shember Biotech had difficulty in paying especially the foreign-
denominated loans because of the 1997-99 Asian financial crisis.
Its debts to the multilateral lenders rose from P484.591 million
to over P600 million.
Last year, Shemberg claimed it had total debt of P989 million,
where P669.972 million is owed to its multilateral lenders and
P319.621 million to commercial banks. Court-appointed receiver
Pio Go has yet to determine the company's total debt.
The creditors had opposed the company's rehabilitation proposal
as unfeasible, saying Shemberg Biotech was insolvent, with
assets less than its liabilities.
Other salient points of the approved rehabilitation program
include:
* The advances from Shemberg Marketing Corporation worth
P197.209 million should be converted into equity.
* The term of rescheduled debts will be 12 years, inclusive
of the two-year grace period (2002 and 2003) on principal
repayments.
=================
S I N G A P O R E
=================
FLEXTECH HOLDINGS: Must Sell Asti Stake or Face Collapse
--------------------------------------------------------
Singapore electronics manufacturer Flextech Holdings is facing
pressure to sell its stake in Asti Holdings, a semiconductor
parts maker, to solve its loan problem.
According to a report from Business Times, shares of Flextech
fell 11.54 percent to 46 cents after the company said it and a
unit had breached certain loan covenants.
An analyst at a local brokerage said that once Flextech finds a
buyer for its 100 million Asti shares, it can easily raise as
much as $60 million, more than enough to address its debt
problems.
Flextech Holdings said earlier that while it had breached
certain covenants related to loans and loan stock, it had not
been served notices of default.
Flextech posted a net loss of $27.9 million for 2001 against
profit of $15.81 million in 2000, while turnover fell 14 percent
to $502 million from $583 million.
KOH BROTHERS: Sells KBI Unit to G&W Group
-----------------------------------------
The Board of Directors wishes to announce that Koh Brothers
Group Limited has on 25 April 2002 entered into a conditional
sale and purchase agreement to sell its entire 100% shareholding
in Koh Brothers International Pte Ltd (KBI) to its subsidiary
G&W Group (Holdings) Limited. KBGL holds approximately 67% of
the issued share capital of G&W.
I. The Disposal
The Disposal involves KBI and two of its subsidiaries, namely
Koh Brothers Realty (Shenyang) Co Ltd (KBRS) and Koh Brothers
Property Management (Shenyang) Co Ltd (KBPM). KBRS and KBPM are
both wholly owned foreign enterprises of KBI incorporated in the
People's Republic of China (PRC).
KBRS holds the legal and beneficial title of a property at 21
Beijing Street, Shenhe District, Shenyang, Liaoning Province,
PRC). The primary business of KBRS is that of letting and
leasing of the Property. KBPM was incorporated to engage in
property management activities and has to date not commenced
operations.
The Company will retain the other subsidiaries of KBI. These
are:
1. Koh Brothers Infrastructure (Overseas) Pte Ltd-wholly-
owned subsidiary in Singapore;
2. Batam Vision Pte Ltd - wholly owned subsidiary in
Singapore;
3. Shantou SEZ Jia Xin Real Estate Development Co Ltd -70%-
owned subsidiary in the PRC; and
4. Shantou SEZ New City Recreation Co Ltd - wholly owned
subsidiary in the PRC.
It has been agreed that KBI's interests in the above
subsidiaries will be transferred at the net tangible asset value
of such subsidiaries as at 31 December 2001 to other wholly
owned subsidiaries of the Company prior to completion of the S&P
Agreement. Following the Restructuring Exercise, KBI shall have
only 2 wholly owned subsidiaries, namely KBRS and KBPM (KBI
Group).
Consideration
The consideration for the Disposal is S$5,446,232, which
represents the Revalued NTA (as defined below) of the KBI Group.
The Consideration was arrived at following negotiations between
the Company and G&W, and agreed upon on a willing seller-willing
buyer basis.
"Revalued NTA" means the net tangible assets of KBI Group as at
31 December 2001 after taking into account the following:
(a) the revaluation surplus arising from the adoption of the
revaluation of the Property and fixtures and fittings thereon at
RMB 35 million;
(b) gains or losses arising from the proposed Restructuring
Exercise; and
(c) the proposed declaration and payment of the gross
dividend up to approximately $2.4 million by KBI on or prior to
completion solely for the benefit of the Company, subject to the
Revalued NTA not being less than the amount of the
Consideration;
II. Conditions Precedent
The obligations of G&W and the Company to complete the Disposal
under the S&P Agreement are conditional upon the fulfillment of,
amongst others, the following conditions on or prior to the
Completion Date:
(a) The completion of a due diligence exercise by G&W on KBI,
KBRS and KBPM by the representatives of G&W, and the results of
such due diligence exercise being reasonably satisfactory to
G&W;
(b) There being no material adverse change in the operations
or financial condition of KBI, KBRS and KBPM;
(c) The approval of the shareholders of G&W for the purchase
of the KBI Shares being obtained;
(d) The approval of the shareholders of the Company for the
Disposal being obtained, if required; and
(e) all such other relevant and necessary approvals and
consents (including any relevant governmental, stock exchange,
regulatory and/or board and shareholders' approvals and
consents), for the respective transactions contemplated under
the S&P Agreement being obtained and not withdrawn or
amended.
If any of the conditions precedent is not fulfilled or waived on
or before the expiration of six months from the date of the S&P
Agreement, the S&P Agreement shall lapse.
However, if the Restructuring Exercise is not completed upon the
fulfillment of the conditions precedent in paragraphs (c), (d)
and (e) abovementioned (Effective Date), the Company undertakes
to complete the Restructuring Exercise within a period of six
months from the Effective Date or such other date as G&W may
agree to in writing. If the Restructuring Exercise is not
completed within the abovementioned period, the S&P Agreement
shall cease and determine.
If completion takes place after the Effective Date, the sale and
purchase of the KBI Shares shall be effective from the Effective
Date subject to the following:
(a) All gains or profits of the subsidiaries of KBI (save for
KBRS and KBPM) from the Effective Date up to (and inclusive of)
the date of completion of the Restructuring Exercise shall
accrue to and be the sole benefit of the Company; and
(b) All losses incurred by the subsidiaries of KBI (save for
KBRS and KBPM) from the Effective Date up to (and inclusive of)
the date of completion of the Restructuring Exercise shall be
for the account of the Company.
Accordingly, on the Completion Date, G&W shall pay to the
Company in cash the amount of increase in the Revalued NTA
arising from or attributable to the Restructuring Exercise
Profits, and the Company shall pay to G&W in cash the amount of
decrease in the Revalued NTA arising from or attributable to
the Restructuring Exercise Losses.
In addition, the Company shall indemnify G&W in respect of all
claims against KBI arising from or in connection with claims
against and liabilities of the subsidiaries of KBI (save for
KBRS and KBPM).
IV. Completion
Completion under the S&P Agreement is to take place on the first
business day falling seven days after (a) all the conditions
precedent (including those referred to above) have been
satisfied or waived and (b) the completion of the Restructuring
Exercise.
IV. Rationale for the Disposal
The proposed Disposal of KBI is part of the Group's
restructuring plans to streamline its Group's business
operations, which includes those of its subsidiary, G&W. In this
connection, its Group's business operations in Shenyang, PRC, is
intended to be held under G&W.
As G&W has existing business operations in Beijing and Shenyang,
PRC since 1996 through its subsidiaries, Beijing G&W Cement
Products Co., Ltd and Shenyang G&W Cement Products Co., Ltd, the
Directors believe that by streamlining the Group's property
development and property investment businesses in Shenyang, PRC
under the umbrella of G&W, G&W's experience and knowledge of
operating business in PRC could be tapped.
V. Intended Use Of Sale Proceeds
The Company intends to use the sale proceeds from the Disposal
as working capital.
VI. Financial Effects of the Disposal
The financial impact of the Disposal, upon completion thereof,
on the net tangible assets (NTA) and earnings of the Company are
expected to be as follows:
Based on the audited accounts of the Group as at 31 December
2001, the NTA per share is 17.88 cents.
Upon the completion of the Disposal, the Group expects an
increase of approximately S$0.50 million on the NTA of the
Group, and the NTA per share will accordingly increase by 0.10
cents from 17.88 cents per share to 17.98 cents per share.
Earnings
Based on the audited accounts of the Group as at 31 December
2001, the loss per share are 0.77 cents per share.
The Disposal will not have any significant impact on the loss
per share of the Company.
VII. Interests of Directors and Substantial Shareholders in the
Disposal
Koh Teak Huat and Koh Tiak Chye who are Directors and
substantial shareholders of the Company are also Directors of
the G&W. Koh Teak Huat and Koh Tiak Chye hold approximately
0.09% and 3.60% of the issued share capital of G&W. They are
both brothers of Koh Tiat Meng, who is a Director and
substantial shareholder of the Company.
In addition, Lai Mun Onn, who is an independent Director of the
Company, holds 70,000 shares representing approximately 0.05% of
the issued share capital of G & W and Tan Hwa Peng who is a
Director of the Company holds 1,000 shares in G & W.
Save as disclosed, none of the Directors or substantial
shareholders of the Company have any interests or are deemed to
be interested in the Disposal.
SEMBCORP LOGISTICS: Director Changes Stakes in SIA Engineering
--------------------------------------------------------------
Sembcorp Logistics posted a notice of change in Director Wee
Chow Hou's interests in its related company, SIA Engineering
Ltd:
Date of notice to company: 26 Apr 2002
Date of change of deemed interest: 25 Apr 2002
Name of registered holder: Wee Chow Hou
Circumstance giving rise to the change: Sales in open market at
own discretion
Shares held in the name of registered holder
No. of shares of the change: 10,000
Percentage of issued share capital:
Amount of consideration: S$2.19
No. of shares held before change: 25,000
Percentage of issued share capital:
No. of shares held after change: 15,000
Percentage of issued share capital:
Holdings of Substantial Shareholder including deemed interest
No. of shares held before change: 25,000 (Direct)
Percentage of issued share capital:
No. of shares held after change: 15,000
Percentage of issued share capital:
Total shares: 15,000
SembCorp Logistics Limited -- http://www.semblog.com/--
provides marine salvage, offshore supply base services,
passenger ferry services, tug services for berthing and docking
of ships, ocean towage, marine transportation and integrated
logistics services.
===============
T H A I L A N D
===============
ASIA HOTEL: Posts AGM No. 40 Resolutions
----------------------------------------
Asia Hotel Public Company Limited reported on the resolutions
made at the shareholders' ordinary meeting no. 40 held on 25
April 2002 from 2.10 p.m. to 3.10 p.m. The details of the
resolutions are:
1. Certify the minutes made at the AGM no. 39 on 26 April
2001.
2. Approve the directors' annual report for the year 2001.
3. Approve the balance sheets, statements of income, and
statements of cash flow for the year ended 31 December 2001 and
the auditor's report of the Company and its subsidiaries.
4. 4.1) Not to appropriate funds for 2001 legal reserves.
4.2) Omit the annual dividend from 2001 operational
results.
5. Re-appoint the directors whose tenure have ended as
follows:
5.1) The directors whose tenure have ended are as follows:
1. Mr. Piyawudh Senapoopitaksa
2. Mr. Suwat Dusitrojanawongse
3. Mr. Thanom Narong
4. Mrs. Pornpun Tanariyakul
5.2) The directors being re-appointed are as follows:
1. Mr Piyawudh Senapoopitaksa
2. Mr. Suwat Dusitrojanawongse
2. Mr. Thanom Narong
4. Mrs. Pornpun Tanariyakul
The members of the new Board of Directors are:
Name Position
Mr. Kumpol Techaruvichit Chairman and Managing Director
Mr. Amorn Techaruvichit Deputy Managing Director
Mr. Surapol Techaruvichit Assistant Managing Director
Mr. Surapong Techaruvichit Assistant Managing Director
Mr. Piyawudh Senapoopitaksa Director (Independent Director)
Mr. Sombut Pupipathirunkul Director (Independent Director)
Mr. Suwat Dusitrojanawongse Director
Major General Serm Ruhsakul Director (Independent Director)
Mr. Dhani Jaroenchaiyapongs Director
Mr. Thanom Narong Director
Mrs. Pornpun Tanariyakul Director
6. Approve directors' remuneration fees as follows:
6.1) 2002 meeting remuneration shall be given to each
director at the rate of Bt2,500, Bt3,750 respectively.
6.2) Omit Directors' bonus for the year 2001 according to
the Company loss performance.
7. Appoint the following person as the auditor for fiscal
period 2002
Name CPA No. Auditing Firm
Mr. Suwanee Kittipanya-ngam 2899 Bunchikij Co., Ltd.
Mrs.Yongyoo Krasaesindhuwanond 2517 Bunchikij Co., Ltd.
the certified auditor appointed by Bunchikij Co., Ltd. and fix
2002 auditing fee budget of not exceeding Baht643,000.
On March 13, TCR-AP reported that the Asia Hotel is one of the
three listed companies subjected to rehabilitation plan
preparation by the Stock Exchange of Thailand.
BANGKOK RUBBER: Seeks Rehab Plan Submission Time Extension
----------------------------------------------------------
B.R.C. Planner Company Limited, as the Planner of Bangkok Rubber
Public Company Limited, which the Central Bankruptcy Court
granted its Business Reorganization on 24 December 2001, is
required to prepare and submit a business reorganization plan
to the creditors' meeting and the Central Bankruptcy Court by 22
April 2002.
Given the voluminous documents and information relating to the
debtor, the Planner needs sufficient time to collect such
information. Furthermore, the Planner is required to consider
and determine conditions and guidelines for restructuring and
repayment of debts to the creditors. This also includes the
restructuring of its organization and guidelines for continued
business operations in the future, with an aim to ensuring
successful business reorganization of the debtor. Therefore, it
is not possible for the Planner to prepare and submit the plan
to the creditors' meeting and the Central Bankruptcy Court
within the time scheduled above.
In this regard, the Planner has requested the Central Bankruptcy
Court to extend the time for submission of the business
reorganization plan and the Central Bankruptcy Court has given
an order permitting the Planner to extend the time for
submission of the business reorganization plan until 22 May
2002.
DATAMAT PUBLIC: Cancels Dividend Payment Distribution
-----------------------------------------------------
Datamat Public Company Limited announced resolutions carried at
the Annual General Meeting No. 34:
1. Approval was given for the Minutes of Extra Ordinary
Meeting No. 1/2545
2. Approval was given for Annual Report and Balance Sheet as
at 31st of October 2001.
3. Approval was given making no dividend payment.
4. Approval was given to elect the 4 retired directors and 2
additional nominees:
Miss Sukanya Prachuabmoh, Manoo Ordeedolchest, Mr. Pisit
Jirapinyo, Mr. Prasert Thiranaknat, Mr. Gerrit Heyns and Mr.
Oliver Hughes.
5. Approval was given for remuneration of Directors that
the remuneration for chairperson and Directors be Bt17,000
monthly each, and those who be Chairperson or Members
of Audit Committee being eligible to Bt20,000 monthly each.
6. Approval was given appointing Mr. Viroj Jindamaneepitak,
Mrs. Suddchit Boonprakob and Miss Wipa Jindanuwat of SGV-Na
Talang & Co., Ltd. to be Auditors in 2002, with their yearly
remuneration not exceeding to Bt910,000, provided that one of
them are authorized to certify the Company's financial
statement.
HEMARAJ LAND: Buys Back $60M 3.5% Bonds Due on 2003
---------------------------------------------------
Hemaraj Land and Development Public Company Limited, refer to
the issuance of the Bonds in the amount of 60,000 units at the
face value of USD 1,000 per unit, totaling US$60,000,000 at the
interest rate of 3.5 percent issued on 9th September, 1993 to
offshore investors, having a maturity date on 9th September,
2003, informed that in order to reduce the Company's
indebtedness, the Company had made an offer to purchase the
Bonds from existing bondholders through the Trustee (The Law
Debenture Trust Corporation P.L.C.) during 15th March to 19th
April, 2002.
As a result of such an offer, the Company purchased 211 units of
the Bonds and these purchased Bonds have been cancelled.
As at the date of this letter, there are 23,804 units of
outstanding Bonds.
RAIMON LAND: Posts Financial Advisor's Tender Offer Opinion
-----------------------------------------------------------
Thai Strategic Capital Company Limited (TSC or Advisor),
pursuant to the appointment by Raimon Land Planner Company
Limited, the Plan Administrator of Raimon Land Public Company
Limited, to be the independent financial advisor to the
Company's shareholders for the purpose of providing an opinion
on the Tender Offer of Raimon shares tendered by Seamico
Securities Public Company Limited (the Offeror), has formed its
opinion as detailed below.
The opinion is based on the information provided in the Tender
Offer (Form 247-4) dated 29 March 2002 (Tender offer) issued by
the Offeror and the information provided by the Plan
Administrator in documents as well as from the interviews, which
has been represented as complete and accurate information.
1. Transaction
The Offeror had subscribed new shares issued by the Company as a
part of the Reorganization Plan, which had been approved, by the
Central Bankruptcy Court and the creditors by a total of
14,494,200 shares representing 58.15% of the total issued shares
capital of the Company on 6th March 2002. On 8th March 2002, the
Offeror then sold 6,298,000 shares representing 25.27% of the
total issued share capital of the Company at Bt5.1016 per share.
As a result, at the date of submitting the tender offer, the
Offeror holds 8,196,200 shares representing 32.89% of the total
issued share capital of the Company. In order to comply with
the regulatory conditions set forth in the Notification of the
Securities and Exchange Commission No. Kor 4/2538 regarding the
principles and criteria for acquiring a business dated March 6,
1995, the Offeror has to conduct a mandatory tender offer.
As there are certain existing shareholders who hold in aggregate
11,794,210 shares that have signed a written confirmation that
they have no intention of selling their shares in this tender
offer, therefore the Offeror will tender for 4,931,195 shares or
19.79% of total issued shares of the Company at the price of
Bt5.002 per share which was the highest price that the
Offeror has acquired the Company's shares in the past 90
consecutive days. This offer price will be final and will not
be amended. The net offer price received by the Offerees will
be Bt4.9886 per share after deducting a brokerage fee of 0.25%
of the offer price and Value Added Tax of 7% on the brokerage
fee for the sale of the securities. The Offeror has set the
tender offer period to begin at 9.00 a.m. 1st April 2002 until
4.30 p.m on 10th May 2002 totaling 25 business days. This
Tender Offer period will be final and will not be extended.
The Tender Offer provided information that shareholders should
be aware of as follows:
a. Under the Reorganization Plan of the Company, the Plan
Administrator will reduce the par value of the Company from Bt10
to Bt5 per share and issue and allot Warrants by way of a rights
offering to the existing shareholders at no cost in the ratio of
1 old Share to 4 units of Warrants (after reducing the par to
Bt5 per share) and the exercise price will be Bt5 per share. The
Offerees who express intention to sell shall not be entitled to
any Rights Warrants as the Company will close the registrar book
for entitlement to such Rights Warrants after the close of the
tender offer period.
b. The Offeror will purchase all the tendered shares
according to the procedure indicated in the tender offer.
c. The Offerees will have to submit the Tender Offer
Acceptance Form if they intend to tender or the Tender Offer
Cancellation Form if they would like to cancel their intention
as described in the Part II Details of the Tender Offer, section
6.2 and 7.2 in the Tender Offer Form. The Tender Agent will not
accept any documents by post in this tender offer.
In addition, the Offeror may withdraw the tender offer upon:
1. The occurrence of any event, after the Securities Exchange
Commission (SEC) receives the tender offer but within the tender
offer period, if there has been serious damage to the assets or
financial position of Raimon provided that those events or acts
are not caused by the Offeror, or
2. The Company conducts any act after the SEC receives the
tender offer but within the tender offer period that materially
affects the value of Raimon.
2. Objectives of the Tender Offer
a. The Offeror has made a previous acquisition of shares of
Raimon, which caused its total shareholding in Raimon to exceed
25%. Therefore in order to comply with the regulatory
conditions set forth in the Notification of the Securities and
Exchange Commission No. Kor 4/2538 dated 6th March 1995 on the
Rules Conditions and Procedures for Acquisition of Securities
for Business Takeover, it has to conduct a tender offer.
b. The Tender Offer is intended to provide a possible exit to
any minority shareholder who may not wish to continue to remain
a shareholder of Raimon in its new form under the management of
the new major shareholder group.
3. Opinion on the Sufficiency of Funds for Making a Tender Offer
In the Tender Offer form, the Offeror stated that it will use
its working capital as a source of funds for this tender. As at
31st December 2001 the audited account showed that the Offeror
had net current assets of Bt117.40 million (excluding the cash
at bank and in hand but deducting the current liabilities) and
its had equity of Bt694.16 million, and cash and deposits with
financial institutions of Bt243.07 million.
In this regard, the Offeror also requested the Thai Farmers Bank
Plc. to issue a letter confirming Seamico's outstanding account
balance of Bt150.88 million as at 19th March 2002. Seamico, as
the Financial Advisor for the tender offer, also has the view
that it has sufficient sources of funds to pay for the tender
offer.
TSC has considered the information and has the view that the
Offeror has sufficient sources of funds to pay for the tender
offer.
4. Information on the Company
Raimon Land Public Company Limited was established to be an
investor and developer for property for sale and rental. The
Company was listed in the Stock Exchange of Thailand on 10th
September 1993. The Company was affected by the financial
crisis, the closing down of financial institutions by the
Ministry of Finance and the changes in the foreign exchange
policy to the floating rate system. As a result, the Company
faced a liquidity problem and had to reorganize its business.
The SET suspended its shares on 7th May 1999. The Company
petitioned its reorganization to the Central Bankruptcy Court
on 9th October 2000. The Bankruptcy Court appointed Raimon Land
Planner Company Limited to act as its Planner on 6th
November 2000. The duties and authorities of both Board of
Directors and the Shareholders then were under the Planner.
The Planner together with its advisor, PriceWaterhouseCoopers
FAS Company Limited had submitted the Reorganization Plan
to the Bankruptcy Court and the Creditors. On 8th November 2001,
the Bankruptcy Court approved the Plan and ordered Raimon Land
Planner to act as the Plan Administrator.
The key elements of the Reorganization Plan can be summarized as
follows:
1. Reduce the registered and paid up capital to Bt9.372
million consisting of 937,200 shares with par of Bt10 per share.
The Company registered the capital reduction at Ministry of
Commerce (MOC) on 7th February 2002.
2. Increase the capital from Bt9.372 million to 249.92
million consisting of 24,992,000 shares at the par of Bt10 per
share to be privately placed to a group of new investors and to
the unsecured creditors as a partial debt to equity conversion.
The Company registered the capital increase at MOC on 8th
February 2002.
3. Issue new shares of 19,993,600 shares representing 80% of
the total issued share capital to be placed to new investors at
the price of Bt5.002 per share. The company received the cash
of Bt100 million and registered the paid-up capital
at MOC on 20th March 2002.
4. Transfer all its secured assets to the Secured Creditors
to repay the debts worth of Bt1,048 million and allot 4,061,200
new shares at Bt5 per share for debts conversion. The creditors
will then forgive the debts of Bt6,567 million. The transfer of
assets to secured creditors is currently in process
5. Reduce the par from Bt10 to Bt5 per share, which at
present the process, has not been completed.
6. Register an increase in registered capital to support the
exercise of warrants in total not to exceed 199,936,000 units
which were issued by way of a rights issue to the shareholders
at the ratio of 1 old share to 4 warrants after the reduction of
par value to Bt5 per share. The warrants will have a feature
that the Company can call the warrants in part or in whole
before the warrant expiration date. If a warrant holder
does not exercise right as called, the warrant will be expired.
7. Issue new shares by means of a Rights issue to existing
shareholders at the offer price of Bt5 per shares for a total of
up to Bt500 million. The ratio is 1 newly issued share for 1
free warrant. Features of these warrants will be the same
as those of warrants issued for existing shareholders. If the
rights issue is not taken up in full, the Company intends to
offer the balance of the shares by means of a private placement.
8. Divest the Company's investments in its subsidiaries and
associates. Potential third party purchasers have approached
the Company but a transaction has not yet been concluded.
9. The Company has entered into a Sales & Purchase Agreement
with Seamico and its subsidiary, Strategic Property Co., Ltd. on
4th March 2002 to acquire certain assets from Seamico and
conclude the transfer and make payment after the completion of
the rights issue as mentioned in 7. The acquired assets will
be;
a) 3 plots of freehold, vacant land located in Pakchong
District, Nakhonratchasima Province, total area of 114-0-40
rais, the acquisition value is Bt14.90 million.
b) Freehold land with 8 storey commercial building located
in Preecha Complex, No. 48/5-6 Ratchadapisek Road, Huay Kwang
District, Bangkok in total area of 0-2-4.3 rais, the acquisition
value is Bt53 million.
The acquisition price was determined by the taking the average
appraised value by two independent valuers, American Appraisal
(Thailand) Co., Ltd. and Insignia Brook (Thailand) Ltd. The
acquisition will be financed by the fund raised from rights
issue shares.
5. Opinion on the Offered Price
The tender offer price of Bt5.002 per share as indicated in the
Tender Offer dated 29th March 2002 was slightly above the
highest price that the Offeror has paid for the acquisition
of the new shares during the 90 days prior to the submission
date of the Tender Offer form to the SEC, which was Bt5.0016 per
share during the private placement on 6th March 2002.
TSC views that the tender offer price has complied with the
regulatory conditions set forth in the Notification of the
Securities and Exchange Commission No. Kor 4/2538 on the Rules
Conditions and Procedures for Acquisition of Securities for
Business Takeover.
As the Company is under the bankruptcy reorganization, and
according to the Reorganization Plan, the Company has to
transfer all secured assets to the secured creditors however the
Company has first right of refusal to buy back the assets. The
transfer of assets to its creditors will leave the Company with
fewer assets to generate income. From the documents and
interview with the Plan Administrator, the transferred assets
are mostly undeveloped properties. Currently the Company also
does not have any concrete plan either to buy back any of its
assets or acquire any new assets except to purchase the
properties from the Offeror as it has signed the Sales &
Purchase agreement. Therefore the success of future operations
will depend upon the ability to acquire new assets for
developing in order to generate income.
SUPALAI COMPANY: Issues Convertible Debentures to TISCO
-------------------------------------------------------
Supalai Company Limited informed that on April 24, 2002, the
Company issued and offered for sale of Convertible Debentures
No. 8 Due 2002 (Debentures) to TISCO Securities Co., Ltd. in
the number of 7,000 units at Bt1,000 each totaling of
Bt7,000,000, which TISCO had exercised the conversion right
to convert the Debentures to ordinary shares of the Company on
the same day.
The Company also reported on the Exercise of the Conversion
Right of the Convertible Debentures April 24, 2002
1. Information on the Exercise of the Conversion Right of the
Convertible Debentures
Type of shares offered : Ordinary shares
Number of share issuance : 334,100 shares
from exercise of the
conversion right
Offered to : TISCO Securities Company Limited
Conversion price : Bt20.95 per share
Conversion date : April 24, 2002
2. Details of the Exercise of the Conversion Right of the
Convertible Debentures
[x] Totally exercise
[ ] Partly exercise with N/A shares remaining.
3. Details of the Exercise of the Conversion Right of the
Convertible Debentures
Thai Investor Foreign Investor Total
Juristic Individual Juristic Individual
person person
Number of persons 1 - - - 1
Number of shares 334,100 - - - 334,100
issuance from
exercise of
conversion right
Percentage of 100.00 - - - 100.00
total shares
offered for
conversion right
4. Amount of Money Received from the Exercise of the Conversion
Right of the Convertible Debentures
None. The ordinary shares have been issued from the exercise of
the conversion right of the convertible debentures.
TELECOMASIA CORPORATION: FLAG Files Chapter 11
----------------------------------------------
TelecomAsia Corporation Public Company Limited informed
that FLAG Telecom Holdings Limited (FLAG), which is an indirect
investment of the Company (through K.I.N. (Thailand) Co., Ltd.)
in the proportion of 10.91% shareholding, recently filed a
voluntary petition under Chapter 11 of the United States
Bankruptcy Code.
The main purpose of a Chapter 11 filing is to enable a company
that is encountering financial difficulties to reorganize its
business, while still continuing with its business operations.
Generally, upon the filing of a Chapter 11 petition, the company
will be granted an "automatic stay" which will prevent creditors
of the company from taking action to collect monies or property
owed to them. The company will then, in conjunction with its
creditors, proceed to develop a Chapter 11 Plan to restructure
the claims of the creditors against the company. Assuming that
the Plan is confirmed, then the company will be discharged from
virtually all pre-existing obligations against it, and will be
entitled to make a fresh start at conducting its business,
subject to its obligations under the Plan.
As a result of the voluntary petition under Chapter 11 of FLAG,
the Company intends to fully impair the value of its investment
in the first quarter 2002 financial statements.
The Company's investment in FLAG was accounted for in the
Financial Statements as at December 31, 2001 in the following
manner:
Baht Million
Non Current Assets
Available for sale securities 1,036.3
Shareholders' Equity
Unrealized loss on available-for-sale securities 4,703.4
The Bt4.703 billion unrealized loss on available-for-sale
securities represents the decline in value of FLAG investment
reflected in the Company's Balance Sheet up to December 31,
2001. This unrealized loss will be eliminated and the Bt4.703
billion will be recorded in the Company's Profit and Loss
Statement. It should be noted that this accounting entry will
have no net impact on the Company's Shareholders' Equity as
the unrealized loss will be reduced and the cumulative retained
loss will be increased by the same amount.
The Bt1.036 billion available-for-sale securities represents the
value of investment in FLAG as of the end of December 2001 and
will be fully impaired in the Company's Profit and Loss
Statement.
The total impairment will be Bt5.739 billion and is a non-cash
accounting entry.
Based on FLAG share price at the end of March 2002 of US Dollar
0.37 per share, the value of the Company's investment in FLAG at
that time was approximately Bt238 million or Bt0.07 per share of
TelecomAsia.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
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