/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020502.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 Thursday, May 02, 2002, Vol. 5, No. 86 Headlines A U S T R A L I A HIH INSURANCE: Creditors' Opinions Part of Suit Decision HIH INSURANCE: KPMG Warns Liquidation Will Take Time HILLGROVE GOLD: Banks Accept Administrators' Settlement Offer ONE.TEL LTD: Ex-Finance Chief Accused of Faking Figures ONE.TEL LTD: Packer Faces Liquidators' Inquiry PASMINCO LIMITED: Negotiating Cobar Mine Sale C H I N A & H O N G K O N G GALIFORNIA INTERNATIONAL: Faces Winding-Up Petition GUANGDONG KELON: Receives Y198M in Share Transfer Deal JING XIN: Court Sets July Winding Up Hearing LEAPTEK LTD: Creditor Demands Y9.6M Payment UNI-DUTY INVESTMENTS: Winding Up Hearing Slated for July I N D O N E S I A ASTRA INTERNATIONAL: Posts $90.6M Net Profit in 2001 DIRGANTARA INDONESIA: Minister Denies Plant Liquidation INDOCEMENT TUNGGAL: Mulls Asset Sale to Buy Back Debt INDOCEMENT TUNGGAL: Trims 2001 Loss to US$6.3M * Moody's Ups Ratings Outlook for Three Banks * J A P A N DAIWA SECURITIES: Will Invest in Newer Computer System HITACHI LTD: Increases Hard-Disk Memory Density HOKKAIDO INTERNATIONAL: ANA Asked to Help Rehabilitate Air Do HOKUBU COMMUNICATION: Files for Bankruptcy MIZUHO HOLDINGS: Boasts Trouble-Free Transaction Day NIPPON TELEGRAPH: New Units Takes On 100,000 Workers SNOW BRAND: Five Execs to Face Probe Next Week SNOW BRAND: Scandal-Hit Firm Disbands as Earnings Drop K O R E A DAEWOO MOTOR: GM Takeover Removes Key Market Uncertainty DAEWOO MOTOR: Creditors Ink Contract With GM DAEWOO SECURITIES: Sells Romanian Affiliate for US$16.77M HYNIX SEMICON: Minister's Warning Against Loans Discouraging KUMGANG KOREA: Moody's Assigns Baa3 Rating for USD Senior Notes M A L A Y S I A ALLIANZ GENERAL: Monetary Authority Rejects LKH Offer CSM CORPORATION: Seeks Further Extension of Time RAHMAN HYDRAULIC: Posts RM331.088M Liabilities in 2001 SOUTHERN PLASTIC: Seeks Two Months Extension From KLSE TENAGA NASIONAL: Sells Stesen Janaelektrik to Kapar, Malakoff P H I L I P P I N E S NATIONAL POWER: Congress Delays Assets Sale NATIONAL STEEL: Rehab Likely as Malaysians Arrive for Talks S I N G A P O R E ASIA PULP: Names Tadano as New CFO KEPPEL TELECOM: Subsidiary to Sell Securicor Stake for $76,347 MEDIA LABS: Datapulse Firm Faces Voluntary Liquidation PRESSCRETE HOLDINGS: Gets Respite From Lenders WEE POH: Posts Change in Chua Lai Seng Interests T H A I L A N D THAI CANE: Suspends Dividend Payment THAI PETROCHEMICAL: Creditors Seek $200M Payment Extension - - - - - - - - ================= A U S T R A L I A ================= HIH INSURANCE: Creditors' Opinions Part of Suit Decision -------------------------------------------------------- Creditors of the collapsed HIH Insurance group will have the opportunity to help decide whether HIH's liquidator sues its directors and accountants over its $5.3 billion downfall. Some creditors have joined special committees of inspection set up by HIH liquidator, Tony McGrath of KPMG. HIH's directors, including Chief Executive Ray Williams and Rodney Adler, are among those potentially in the line of fire. HIH's reinsurers, insurance brokers, former accountant Andersen and an industry regulator, the Australian Prudential and Regulatory Authority, are also possible targets. HIH INSURANCE: KPMG Warns Liquidation Will Take Time ---------------------------------------------------- KPMG spokesperson Tony McGrath, the liquidator of HIH Insurance, believes it will take between eight to 10 years to complete liquidation of the Company's assets. McGrath said KPMG is seeking funds from insurer Allianz, which formed a retail joint venture with HIH in 2000. He said HIH paid AUD$500 million into a trust controlled by Allianz, and Allianz has yet to pay for its stake in the entity. The Australian insurance company collapsed in March 2001 with debts totaling AUD$5.3 billion. HILLGROVE GOLD: Banks Accept Administrators' Settlement Offer ------------------------------------------------------------- Creditors of Hillgrove have agreed to accept a deed of arrangement from the Company's administrators. According to an ABC News report, the creditors have agreed that those owed less than $5,000 will be given 100 cents on the dollar. Those who are owed more will get 46 cents on the dollar, while some other companies will receive just 15 cents on the dollar. The administrators, PPB, have described the settlement as "generous," while one creditor, Knight's Transport, of Armidale, which gets half of its entitlements, has described the settlement as "moral." The Hillgrove gold and antimony mines near Armidale in northern New South Wales were placed into liquidation earlier this year when parent company, Tronoh Mines, of Malaysia decided to rationalize its operations. ONE.TEL LTD: Ex-Finance Chief Accused of Faking Figures ------------------------------------------------------- Former One.Tel finance director, Mark Silbermann, has been accused of faking the failed Australian telco's accounts, the Australasian Business Intelligence reported. Martin Green, an investment analyst for the Packer family, made the charge in Sydney's Federal Court on 30 April 2002. His evidence adds further move to claims made by non-executive directors and major shareholders, James Packer and Rupert Murdoch, that they were "profoundly misled" about the telco's financial health before it collapsed on 30 May 2001. According to Green, the full extent of the company's woes only became evident after One.Tel joint managing directors Jodee Rich and Brad Keeling resigned on 17 May. Green discovered anomalies in the Company's forecast cash receipts for April and May that "didn't seem to have any substance." ONE.TEL LTD: Packer Faces Liquidators' Inquiry ---------------------------------------------- Director James Packer took the stand yesterday at the Federal Court of Australia for the inquiry by liquidators Ferrier Hodgson into the collapse of OneTel, ABC News reported. The questioning followed former chief executive, Brad Keeling's, earlier testimony that Mr Packer's statement to the Board that he only learned in May that cash levels were critical was not true. Mr Packer is scheduled to testify for three days. The inquiry has heard claims of divisions within the Packer family as the Company began its decline, with former chief Jodee Rich testifying that at one point Mr Packer confided his feelings regarding the lack of support he felt he was getting from PBL. One.Tel folded with debts of more than A$600 million in June 2001. PASMINCO LIMITED: Negotiating Cobar Mine Sale --------------------------------------------- A number of parties have expressed interest in acquiring the Pasminco zinc and lead mine at Elura, near Cobar, in central- western New South Wales, ABC News reported. General Manager, Mark Hine, says detailed information will be provided to potential bidders in the coming weeks. He says the full sale process is expected to take at least five months. Issues affecting employees will be a key part of sale negotiations, but commercial constraints will affect the amount of information that can be made public during the sale process. ================================ C H I N A & H O N G K O N G ================================ GALIFORNIA INTERNATIONAL: Faces Winding-Up Petition --------------------------------------------------- Galifornia International (Far East) Limited is facing a winding up petition that will be heard before the High Court of Hong Kong on May 8, 2002 at 9:30 am. Ian Malcolm Inman of Unit 37/3482, Main Beach Parade, Main Beach 4217, Queensland, Australia filed the petition on January 29, 2002. GUANGDONG KELON: Receives Y198M in Share Transfer Deal ------------------------------------------------------ Guangdong Kelon Electrical Holdings Co Ltd has received 198 million yuan from Greencool Enterprise Development Co Ltd on April 25 as part of a share transfer agreement between Greencool and shareholder Guangdong Kelon (Rongsheng) Group Co Ltd, AFX Asia reported. The payment follows the completion of the transfer of 204.775 million shares in Kelon to Greencool. Troubled H share Guangdong Kelon Electrical Holdings has plunged deeper into the red, with its 2001 net loss ballooning to 1.57 billion yuan from 846.11 million yuan in 2000. The refrigerator and appliance maker blamed a fierce price war in the appliance sector. Operating loss rose 57.34 percent to 1.49 billion yuan. Basic loss per share was 1.58 yuan. No final dividend will be paid. JING XIN: Court Sets July Winding Up Hearing -------------------------------------------- The petition to wind up Jing Xin Industrial Limited is set for hearing before the High Court of Hong Kong on July 03, 2002 at 10:30 am. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong, filed the petition with the Hong Kong court on March 19, 2002. LEAPTEK LTD: Creditor Demands Y9.6M Payment ------------------------------------------- Leaptek Ltd has received a verbal notice from a creditor demanding immediate settlement of outstanding payments worth about 9.6 million yuan. According to an AFX Asia report, Leaptek is likely to fail to settle the amount as the group is currently lacking working capital and is operating in extreme difficult conditions. Leapteks' unaudited net asset value remains negative. The company has total liabilities of about HK$54 million as of end- March. It also has 24.178 million outstanding preference shares of HK$1.00 each, accruing at 5 percent per annum and due for redemption at par since October of last year. The Company is currently in negotiation with the creditor to explore any other alternative repayment method. Meanwhile, Leaptek has breached Paragraph 2 of the Listing Agreement by not making any announcement regarding the redemption of the preference shares, and the Stock Exchange of Hong Kong Ltd has the right to take appropriate action against the company and its directors. Trading in the Company's shares will remain suspended until further notice. The stock was suspended on April 23. UNI-DUTY INVESTMENTS: Winding Up Hearing Slated for July -------------------------------------------------------- The petition to wind up Uni-Duty Investments Limited is set for hearing before the High Court of Hong Kong on July 10, 2002 at 9:30 am. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong, filed the petition with the Hong Kong court on April 08, 2002. ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Posts $90.6M Net Profit in 2001 ---------------------------------------------------- PT Astra International Tbk and subsidiaries recorded a net profit of Rp844.51 billion (US$90.6 million) last year, up from a loss of Rp238.71 billion in 2000. Based on its financial report published Tuesday, the country's largest automotive company posted an increase in net revenue to Rp30,123 billion in 2001 from Rp28,404 billion in 2000. The Company also said its short term debt widened to Rp10,355 billion in 2001 from Rp10,100 billion in 2000, while its long term debt dropped to Rp11,668 billion from Rp13,308 billion. Astra International earlier said it plans to reschedule its debt in June-July 2002 if negotiation with Toyota Motor Corporation Japan on divestment of Toyota Astra Motor stuck. 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. DIRGANTARA INDONESIA: Minister Denies Plant Liquidation ------------------------------------------------------- The office of the state Minister for State Enterprises has denied reports that aircraft factory PT Dirgantara Indonesia will be among the ailing state businesses to be liquidated. Secretary of State Minister, Bacelius Ruru, said diesel engine factory PT Boma Bisma Indah and factory machine producer PT Bharata could be liquidated if they failed to restructure their debts, but there was no plan to liquidate PT Dirgantara Indonesia. INDOCEMENT TUNGGAL: Mulls Asset Sale to Buy Back Debt ----------------------------------------------------- Cement maker PT Indocement Tunggal Prakarsa plans to sell off its non-core assets to raise funds to buy back debts. Company President Daniel Lavelle said ITP would sell a 33.98 percent stake in PT Wisma Nusantara International, which operates an office building in Jakarta and a 35 percent stake in PT Indominco Mandiri. INDOCEMENT TUNGGAL: Trims 2001 Loss to US$6.3M ---------------------------------------------- PT Indocement Tunggal Prakarsa has succeeded in slashing its losses. The cement maker reported a loss of Rp63 billion (US$6.3 million) for 2001, compared to Rp874 billion in losses for the previous year. Company President Daniel Lavalle attributed the improvement to debt restructuring, including conversion of some of its debt into equity early last year. * Moody's Ups Ratings Outlook for Three Banks * ----------------------------------------------- Moody's Investors Service has revised the ratings outlook for the Caa1 long-term bank deposit ratings of three Indonesian banks to positive, from stable. The three banks are Bank Danamon Indonesia, Bank Rakyat Indonesia and Pan Indonesia Bank. The ratings agency said the move is to reflect the outlook change for Indonesia's B3 foreign currency country ceiling for bonds and Caa1 foreign currency ceiling for bank deposits to positive from stable on April 25, 2002. With this revision, all Indonesian banks rated by Moody's carry positive ratings outlook. Bank Internasional Indonesia is exempted where ratings are under review for possible downgrade. ========= J A P A N ========= DAIWA SECURITIES: Will Invest in Newer Computer System ------------------------------------------------------ Daiwa Securities Group Inc. will invest Y31.6 billion in the fiscal year through March 2003 to upgrade its computer system, bringing the brokerage house's total computer investment to Y110 billion between April 2000 and March 2003, down from the Y130 billion-Y150 billion slated in its three-year business plan begun in April 2000, Wall Street Journal reported. The Company also slashed its target for total retail client assets. Reflecting the difficult investment and market climate, Daiwa is targeting Y16.1 trillion in retail assets by the end of March 2003. At the end of last March, Daiwa had Y13.156 trillion in such assets. Daiwa Securities earlier posted a loss of 130.5 billion yen for the year to March 31 as it wrote off 127 billion yen on property sales in the fiscal second quarter. The Daiwa Securities Group Inc., one of Japan's leading brokerage and investment banking groups, engages in Japanese domestic and international securities related businesses including brokerage, investment banking, asset management and research/systems development. The Group presently employs approximately 12,000 employees in 16 countries. For further information, please visit the Daiwa Securities Group Inc. home page at http://www.ir.daiwa.co.jp/ HITACHI LTD: Increases Hard-Disk Memory Density ----------------------------------------------- Electronics equipment and semiconductor manufacturer Hitachi Ltd. has developed a technology that can more than double hard- disk memory density, enabling a coin-sized disk to store three movies worth of video. According to a Wall Street Journal report, the firm will start shipping product samples as early as 2004, and sees the technology as a strategic asset in its storage business. Hitachi has developed a new technology called perpendicular magnetic recording, which enables the storage of 107 gigabytes of data per square inch. The new technology is also expected to boost memory capacity tenfold to 1 terabit. Hitachi in April posted consolidated losses of JPY117.42 billion in fiscal 2001. The Company attributed its result to a sharp decline in global demand for semiconductors and information technology-related products such as mobile phones. HOKKAIDO INTERNATIONAL: ANA Asked to Help Rehabilitate Air Do ------------------------------------------------------------- The Hokkaido prefectural government has asked All Nippon Airways Co to help Hokkaido International Airlines Co, better known in Japan as Air Do, rehabilitate itself, the Nihon Keizai Shimbun business daily reported. The government, the largest lender to the financially troubled Air Do, has judged that the cash-strapped airline will not be able to restructure itself. Senior officials at the municipality will meet with ANA officials, hoping that the two airlines will start talks on a possible alliance, including a capital tie-up with Japan's second-largest airline. The TCR-Asia Pacific said in March that the Hokkaido government will not seek local assembly approval of additional financial aid for Air Do as it could damage the viability of the airline's reconstruction program, devised on the assumption the Hokkaido government and assembly would come to its rescue. The local government has found it hard to propose for an additional loan of Y1.7 billion to Air Do. HOKUBU COMMUNICATION: Files for Bankruptcy ------------------------------------------ Hokubu Communication & Industrial Co has filed for protection from creditors under the Corporate Rehabilitation Law with some 6.5 billion yen in liabilities, Japan Today reported. The company lodged the legal bankruptcy filing with the Tokyo District Court on Monday after a related testing system maker went bust last Friday by applying for the fast-track Civil Corporate Revival Law with the same court. Hokubu Communication is listed on the Jasdaq over-the-counter market. MIZUHO HOLDINGS: Boasts Trouble-Free Transaction Day ---------------------------------------------------- Mizuho Bank and Mizuho Corporate Bank have completed 12 million settlements on Tuesday without any trouble, Japan Times reported. The Mizuho financial group, which experienced serious computer problems after the April 1 launch of its two commercial banks, smoothly processed money transfers and automated teller machines ran without a hitch since early in the morning, completing almost all of the planned transactions by noon. The group has said it hopes to be able to proclaim in May that it has resolved the glitches. Otherwise, the banks could lose more clients, and management would face pressure from public and financial regulators to take responsibility for further inconveniencing customers. Japan's Financial Services Agency will conduct a special inspection of Mizuho Holdings this month to look into the truth and who is to blame for the group's massive computer glitch, which came after Dai-Ichi Kangyo Bank, Fuji Bank and the Industrial Bank of Japan merged under the Mizuho umbrella, causing thousands of customers to be double-billed for utilities charges and 7,000 ATMs to crash. NIPPON TELEGRAPH: New Units Takes On 100,000 Workers ---------------------------------------------------- One hundred new Nippon Telegraph and Telephone Corp (NTT) subsidiaries mainly from NTT East Corp and NTT West Corp have started operations Wednesday, Japan Today reported. Of the 100,000 workers to be transferred under the group's drastic reorganization and restructuring programs, those aged 51 or over were rehired after temporarily retiring from the NTT group of companies, and have accepted wage cuts of up to 30 percent. NTT East set up 51 new subsidiaries, with NTT West forming 49. SNOW BRAND: Five Execs to Face Probe Next Week ---------------------------------------------- Five executives of scandal-tainted Snow Brand Foods Co. will undergo a full-fledged investigation by the police as early as next week, Kyodo News reports. Police sources say the executives face fraud charges in connection with a meat-mislabeling scam. Kyodo News did not disclose the names of the Snow Brand bosses. Snow Brand Foods Co, a subsidiary of Snow Brand Milk Products, was criticized after revelations that it mislabeled food and swindled the government out of money in a state-run buyback scheme to deal with mad cow disease. SNOW BRAND: Scandal-Hit Firm Disbands as Earnings Drop ------------------------------------------------------ Snow Brand Foods Co dissolved its operations Tuesday as earnings deteriorated sharply following a string of deliberate food- mislabeling scandals that have been in the news since January, Japan Times reported. The meat packer fell into a financial difficulty due to revelations that it had passed off Australian beef as Japanese beef to benefit from a government buyback scheme introduced after the discovery of mad cow disease in Japan last September. The Tokyo Stock Exchange delisted Snow Brand Foods the same day. ========= K O R E A ========= DAEWOO MOTOR: GM Takeover Removes Key Market Uncertainty --------------------------------------------------------- General Motors Corp's acquisition of South Korean bankrupt carmaker Daewoo Motor Co removes one of the major uncertainties in the market, AFX Asia reported, citing Shinhan Securities industry analyst Park Jun-kyun. The GM takeover provides both a challenge and opportunity to the local automobile industry. Hyundai Motor Co. and Kia Motors Corp. will inevitably see their dominant market share fall in the wake of GM's entry into the local auto market, Park added. "... No competition, no growth. Hyundai will have to put greater focus on exports to make up for the dent in its local sales after GM's entry," he said. DAEWOO MOTOR: Creditors Ink Contract With GM -------------------------------------------- The sale of Daewoo Motor to General Motor Corp. was concluded Tuesday with the signing of the main contract by the US automaker and the creditors of Daewoo, Digital Chosun reported. Under the deal, GM and the Korean creditors will be setting up a new firm, named GM-Daewoo Auto and Technology, in Korea, with its capital of US$597 million. GM will hold a 67 percent stake in the new firm. DAEWOO SECURITIES: Sells Romanian Affiliate for US$16.77M --------------------------------------------------------- Daewoo Securities Co has completed the sale of its entire 99.99 percent stake in its affiliate Daewoo Bank (Romania) to CONEF SA, a Romanian unit of Marco International of the US, for US$16.77 million, AFX Asia reported. The sale came as part of the broker's restructuring of its overseas operations. Daewoo Securities plans to use the proceeds to improve its finances. The broker is also planning to sell its affiliate banks in Hungary and Uzbekistan. TCR-AP reported in January that Daewoo Securities Co Ltd expected proceeds of US$14.3 million due to the restructuring of some of its overseas operations. HYNIX SEMICON: Minister's Warning Against Loans Discouraging ------------------------------------------------------------ South Korean Finance Minister Jeon Yun Churl said that Hynix Semiconductor Inc.'s creditors should not give the beleaguered memory-chip maker fresh loans, Bloomberg reported yesterday. The Minister's statement came a day after Hynix's Board rejected the sale of most of its assets to larger U.S. rival, Micron Technology Inc. The offer's value fell to $3.07 billion from $3.4 billion as Micron shares declined. Jeon told reporters he was sure efforts to sell the chipmaker to a foreign buyer would continue. He declined to comment on the possibility that Hynix may go into court receivership, saying it was a decision the creditors have to make. Creditors want to recoup almost $5 billion in debts from the chipmaker, following two multi-billion dollar bailouts last year. KUMGANG KOREA: Moody's Assigns Baa3 Rating for USD Senior Notes --------------------------------------------------------------- Moody's Investors Service assigned a Baa3 rating to Kumgang Korea Chemical Co., Ltd's US$100 million 7.625 percent senior notes, due 2008. The senior notes will be fungible and will be consolidated and form a single series with, the US$100 million 7.625 percent senior notes due 2008 issued by KCC on June 20, 2001 (rated Baa3 by Moody's), after 40 days following the date of the issue. According to Moody's, the rating reflects KCC's leading market position, with long-term customer relationships (including strong links with the strategically-important automobile industry); diversified lines of business with stable operating performance; sound financial profile and conservative management; and good access to domestic bank and capital markets. The rating also considers the risks associated with its high concentration of revenue in the Korean construction industry (approximately 50 percent of total sales) and the Hyundai Group of companies (23 percent of total sales), principally Hyundai Motor Co, Ltd. and Hyundai Heavy Industries Co., Ltd. Seoul's Kumgang Korea Chemical Co., Ltd. is the leading Korean manufacturer of industrial paint, glass, building materials, and PVC products. The company was formed by the merger of related companies Kumgang Chemical and Korea Chemical in April 2000. =============== M A L A Y S I A =============== ALLIANZ GENERAL: Monetary Authority Rejects LKH Offer ----------------------------------------------------- Allianz General Insurance Malaysia Berhad refer to the Company's announcement on 20 March 2002 in relation to the proposed disposal of the Company's entire 51% equity interest comprising 255,000 ordinary shares of S$1.00 each fully paid in Target Insurance Brokers Pte Ltd to LKH Holdings Pte Ltd (LKH) for a total cash consideration of S$153,000.00 and wish to announce that the Company has been informed that the Monetary Authority of Singapore had rejected the application for LKH to acquire from the Company, the 51% equity interest in Target Insurance. BERJUNTAI TIN: Posts Update on Restructuring Plan ------------------------------------------------- Re: Proposed Capital Reduction and Consolidation Proposed Revised Debt Conversion Proposed Acquisition of 100% Equity Interest in Enserv Sdn Proposed Increase in Authorized Share Capital Berjuntai Tin Dredging Berhad (BTD) had announced on 24 August 2001 that the Company proposes to embark on the following restructuring scheme, which upon completion, will transform BTD into a property development company: (i) The proposed conversion of RM18,097,714 debt owed by BTD to Malaysia Mining Corporation Berhad (MMC) as at 30 April 2001 into 16,452,467 new ordinary shares of RM1.00 each in BTD (BTD Shares) at RM1.10 per share (Proposed Debt Conversion); (ii) The proposed restricted issue of 39,162,582 new BTD Shares to MMC at an issue price of RM1.10 per share (Proposed Restricted Issue). (iii) The proposed acquisition of the entire issued and paid-up share capital of Uniphoenix Jaya Sdn Bhd comprising 5,000,000 ordinary shares of RM1.00 each from Tiaraview (M) Sdn Bhd (TVSB) for a purchase consideration of RM46,060,000 to be satisfied by the issue of 23,346,612 new BTD Shares at an issue price of RM1.10 per share and a cash payment of RM20,378,727; (iv) The proposed acquisition of the entire issued and paid-up share capital of Bukit Permata Sdn Bhd comprising 400,000 ordinary shares of RM1.00 each from TVSB for a purchase consideration of RM4,800,000 to be satisfied by the issue of 2,954,233 new BTD Shares at an issue price of RM1.10 per share and a cash payment of RM1,550,344; (v) The proposed acquisition of the entire issued and paid-up share capital of Oaksvilla Sdn Bhd comprising 100,000 ordinary shares of RM1.00 each from Messrs. Ng Hook and Lim Choo Hong for a purchase consideration of RM8,300,000 to be satisfied by the issue of 5,108,360 new BTD Shares at an issue price of RM1.10 per share and a cash payment of RM2,680,804; (vi) The proposed acquisition of a piece of 99 years leasehold land measuring approximately 31,494 square feet held, in Bandar Sri Menjalara, Kuala Lumpur, Wilayah Persekutuan from TVSB for a purchase consideration of RM3,000,000 to be satisfied by the issue of 1,846,395 new BTD Shares at an issue price of RM1.10 per share and a cash payment of RM968,965; and (vii) The proposed acquisition of a piece of freehold land measuring approximately 411 acres known as Parcels 8 & 10 located within a proposed mega township development in Johor to be known as Kota Sri Johor from Kelana Ventures Sdn Bhd for a purchase consideration of RM106,860,000 to be satisfied by the issue of 48,572,727 new BTD Shares at an issue price of RM1.10 per share and a cash payment of RM53,430,000 (Proposed Mt. Austin Acquisition). Note: The proposed acquisitions set out in (iii) to (vi) above shall be referred to as the Proposed TVSB Acquisitions. Subsequently on 30 November 2001, BTD announced that the Securities Commission (SC) had, via its letter dated 26 November 2001, informed BTD that they are unable to grant a waiver to the Company from the requirement to comply with the minimum land- bank required of property development companies of 1,000 acres. Consequently, the SC would not consider BTD's aforesaid proposed restructuring scheme. In the same announcement it was further announced that BTD shall endeavor to identify and acquire suitable land-bank to comply with the SC's requirement. However, despite several discussions between the Company and various land-bank owners in an attempt by the Company to comply with the SC's aforesaid requirement, the Company had not been able to agree on the acquisition of suitable land-bank for the said purpose. As such, the Board of BTD has today resolved to abort the Proposed Restricted Issue, Proposed TVSB Acquisitions and Proposed Mt. Austin Acquisition. Accordingly, the Share Subscription Agreement dated 11 December 2000 (as amended by the Supplemental Share Subscription Agreement dated 24 August 2001) in relation to the Proposed Restricted Issue, the Sale and Purchase Agreement dated 11 December 2000 (as amended by the Supplemental Sale and Purchase Agreement dated 24 August 2001) in relation to the Proposed TVSB Acquisitions and the Sale and Purchase Agreement dated 24 August 2001 in relation to the Proposed Mt. Austin Acquisition have been terminated. With the termination of the aforesaid proposals, the Board of Directors of BTD announces that the Company proposes to undertake a revised restructuring scheme comprising the following: (i) The proposed capital reduction exercise pursuant to Section 64 of the Companies Act, 1965 to reduce the existing issued and paid-up share capital of BTD from RM30,526,200 comprising 30,526,200 BTD Shares to RM15,263,100 comprising 30,526,200 ordinary shares of 50 sen each by the cancellation of RM0.50 of the par value of BTD Shares and thereafter the consolidation of 2 ordinary shares of RM0.50 each in BTD into 1 ordinary share of RM1.00 each, resulting in an issued and paid-up share capital of RM15,263,100 comprising 15,263,100 BTD Shares in BTD (Proposed Capital Reduction and Consolidation); (ii) The proposed conversion of RM20,600,000 debt owed by BTD to MMC as at 30 April 2002 into 11,444,444 new BTD Shares at RM1.80 per share instead of the conversion of RM18,097,714 debt owed by BTD to MMC as at 30 April 2001 into 16,452,467 new BTD Shares at RM1.10 per share as previously announced by BTD on 24 August 2001 (Proposed Revised Debt Conversion); and (iii) The proposed acquisition by BTD of the entire issued and paid-up share capital of Enserv Sdn Bhd comprising 1,000,000 ordinary shares of RM1.00 each from Dato' Anuar bin Tasin, Mohd Shamsir bin Mohd Ibrahim, Tan Sri Mohamed bin Ngah Said, Tengku Patihah binti Sultan Ibrahim and Hatijah binti Yusof (Enserv Vendors) for a purchase consideration of RM60,000,000 to be wholly satisfied by the issue of 33,333,333 new BTD Shares at an issue price of RM1.80 per share (Proposed Enserv Acquisition). Note: The Proposed Capital Reduction and Consolidation, Proposed Revised Debt Conversion, and Proposed Enserv Acquisition shall be referred to as the Proposed Restructuring Scheme In order to effect the Proposed Restructuring Scheme, the Board of Directors of BTD has also proposed to increase the present authorized share capital of BTD from RM35 million comprising 35 million BTD Shares to RM100 million comprising 100 million BTD Shares instead of RM200 million comprising 200 million BTD Shares as previously announced by BTD on 24 August 2001 (Proposed Increase in Authorized Share Capital). Rationale for the Proposed Restructuring Scheme With the exception of its small scale tin mining operations carried out on a tribute basis, BTD presently has no core business. BTD has also suffered losses for the last 4 financial years ended 30 April 2001 and is currently in a net liability position. In view of the above, the Board of BTD has proposed to embark on the Proposed Restructuring Scheme: (i) To transform BTD, which currently does not have a core business, into a company involved in the supply and service of equipment and spare parts to the oil and gas industry, to enable the Company to continue as a going concern and make a return to profitability; (ii) To enable the existing shareholders of BTD to enjoy better prospects following the Proposed Enserv Acquisition; (iii) To enable BTD to repay the debt owing to MMC without affecting the cashflows of BTD through the Proposed Revised Debt Conversion; (iv) To extinguish part of the Company's share capital which is not represented by assets and to write off a substantial amount of the accumulated losses of BTD to a more manageable level pursuant to the Proposed Capital Reduction and Consolidation; (v) To enable BTD to comply with the SC's requirement for companies listed on the Main Board of the Kuala Lumpur Stock Exchange (KLSE) to have a minimum issued and paid-up share capital of RM60 million; and (vi) To enable BTD to retain its listed status as BTD is currently an affected listed issuer under Practice Note No. 4 of the Listing Requirements of the KLSE. Consequently, BTD faces the prospect of being delisted by the KLSE unless the Company has sufficient level of operations and reverses its net tangible liability position. Details of the Proposed Restructuring Scheme The Proposed Capital Reduction and Consolidation encompasses a capital reduction exercise pursuant to Section 64 of the Act to reduce the existing issued and paid-up share capital of BTD from RM30,526,200 comprising 30,526,200 BTD Shares, to RM15,263,100 comprising 30,526,200 ordinary shares of RM0.50 each through the cancellation of RM0.50 of the par value of each existing BTD Share. Subsequently, every two ordinary shares of RM0.50 each in BTD shall be consolidated into 1 ordinary share of RM1.00 each resulting in an issued and paid-up share capital of RM15,263,100 comprising 15,263,100 BTD Shares in BTD. The credit of RM15,263,100 arising from the Proposed Capital Reduction and Consolidation will be utilized to reduce the accumulated losses of BTD of RM45,877,326, as per the audited accounts for the financial year ended 30 April 2001, to RM30,614,226. On 24 August 2001, BTD had announced that the Company has entered into a Debt Conversion Agreement with MMC to settle RM18,097,714 debt owed to MMC as at 30 April 2001 into 16,452,467 new BTD Shares at RM1.10 per share. Subsequently, the debt owed by BTD to MMC has increased from RM18,097,714 as at 30 April 2001 to RM20,600,000 as at 30 April 2002. Consequently, pursuant to an exchange of letter between BTD and MMC today, the RM20,600,000 debt owed by BTD to MMC as at 30 April 2002 is proposed to be converted into 11,444,444 new BTD Shares at RM1.80 per share (after the Proposed Capital Reduction and Consolidation). All interest payments due and payable on the debt owed by BTD to MMC and any advances and/or loan granted to BTD by MMC after 30 April 2002 and up to the completion of Proposed Revised Debt Conversion shall be payable in cash and/or through the issue of new BTD Shares at an issue price of RM1.80 per share and/or such other manner of payment by BTD to MMC on demand. Details on the Proposed Enserv Acquisition BTD has on Tuesday entered into a Sale and Purchase Agreement with the Enserv Vendors to acquire 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in Enserv for a purchase consideration of RM60,000,000 to be wholly satisfied by the issue of 33,333,333 new BTD Shares at an issue price of RM1.80 per share. The ordinary shares in Enserv will be acquired by BTD free from all charges, liens and other encumbrances and with all rights, benefits and entitlements now and thereafter attaching thereto, including without limitation all rights, dividends and/or other distributions declared, paid or made on or after the date of the Sale and Purchase Agreement. There are no liabilities to be assumed by BTD pursuant to the Proposed Enserv Acquisition. Basis for the Purchase Consideration The purchase consideration for the Proposed Enserv Acquisition of RM60,000,000 was negotiated on a willing-buyer willing-seller basis after taking into account the earnings potential of Enserv. Enserv was incorporated in Malaysia under the Companies Act, 1965 on 28 July 1982 as a private limited company. Its authorized share capital is RM1,500,000 comprising 1,500,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares of RM1.00 each are issued and fully paid-up. Enserv has exclusive distributorship rights for the Dresser-Rand range of compressors and Flowserve range of pumps for Malaysia. The Dresser-Rand compressors are essential to the oil and gas industry and are used primarily for processing of gas and gas related activities, both in upstream activities as well as the downstream petrochemical plants. The Flowserve pumps are used in all stages of work in the oil industry, from exploration activities to the downstream activities of processing of oil and its by-products. Enserv has two subsidiary companies, namely Berkat Honeywell Sdn Bhd (BHSB) and Dresser-Rand & Enserv Services Sdn Bhd (DRE). Enserv and its subsidiaries are principally involved in the supply of equipment and spare parts (e.g. gas compressors, gas turbines, gas generator sets, air compressors and pumps) and provision of technical and engineering consulting services to the oil and gas industry. DRE is established to maintain, overhaul, service and repair all compressors, gas turbines and pumps to all the Dresser-Rand range of spares and equipment in Malaysia, utilizing original equipment manufacturer's parts obtained from Enserv. It complements the existing principal activities of Enserv by providing customers with aftermarket services. BHSB supplies industrial process control systems, components, detail engineering staging as well as the commissioning, maintenance and factory acceptance tests of complete systems. BHSB has the sole distributor rights for the supply and installation of Honeywell's range of "Distributed Control Systems", such as TDC3000, Process Manager and Advanced Process Manager. These products are mainly used in the oil and gas, petrochemical plants, pulp and paper, power, fertilizers and food manufacturing industries. As the Enserv Group predominantly operates within the oil and gas industry, the future prospect of the Enserv Group would be closely linked to the future growth of the oil and gas industry. Risk Factors The Enserv Group is subject to certain risks inherent in the supply and service of equipment and spare parts to oil and gas industry. These include, inter-alia, shortage of skilled labor, increases in the costs of labor and materials, changes in general economic and business conditions, interest rate and exchange rate fluctuations, changes in demand for oil and gas, and changes in the legal and environmental framework within which these industries operate. The Enserv Group may also face competition from various existing competitors, both locally and abroad as well as new entrants to the industry. Proposed Waiver to Enserv Vendors Upon completion of the Proposed Restructuring Scheme, the Enserv Vendors (which are deemed to be acting in concert) will collectively directly own 33,333,333 BTD Shares representing approximately 55.5% equity interest in BTD. Pursuant to the Malaysian Code on Take-overs and Mergers, 1998, the Enserv Vendors will be required to extend a mandatory general offer for all the remaining BTD Shares not already owned by them upon completion of the Proposed Enserv Acquisition. An application will be made by BTD on behalf of the Enserv Vendors for a waiver from the SC under Practice Note 2.9.1 of the Code from the said general offer obligation (Proposed Waiver to Enserv Vendors). The Proposed Enserv Acquisition is conditional on the Proposed Waiver to Enserv Vendors. Issue Price and Ranking of New BTD Shares The proposed issue price of the new BTD Shares to be issued pursuant to the Proposed Revised Debt Conversion and as consideration for the Proposed Enserv Acquisition of RM1.80 per BTD Share represents a 15 sen or 9.1% premium over BTD's theoretical ex-all price of RM1.65, calculated based on the 5- day weighted average market price up to 24 April 2002 (the latest practicable market day prior to the finalisation of the Proposed Restructuring Scheme) of 82.7 sen per share. The new BTD Shares to be issued pursuant to the Proposed Revised Debt Conversion and as consideration for the Proposed Enserv Acquisition, shall upon allotment and issue, rank pari passu in all respects with the existing issued and paid-up BTD Shares except that they will not be entitled to any dividends, rights, allotments and/or other distributions, of which the entitlement date (the date as at close of business (books closure date) on which shareholders must be registered in the Record of Depositors or Register of Members in order to be entitled to such dividends, rights, allotment and/or distributions) is prior to the date of allotment of the new BTD Shares. Effects of the Proposed Restructuring Scheme The Proposed Restructuring Scheme is expected to be completed towards the end of 2002 and hence will not have any effect on the earnings of the BTD Group for the immediate financial year ending 30 April 2002. However, barring unforeseen circumstances the Proposed Restructuring Scheme is expected to contribute positively to the earnings of the BTD Group for the financial year ending 30 April 2003. Upon completion of the Proposed Restructuring Scheme, less than 25 percent of BTD's enlarged issued and paid-up share capital will be in the hands of public shareholders. Under Chapter 8.15 of the Listing Requirements of the KLSE, BTD is required to ensure at least 25 percent of its issued and paid-up share capital is in the hands of the public shareholders. In order to retain the listing status of BTD, arrangements will be made by the major shareholders of BTD to place out an appropriate number of BTD Shares to investors to ensure the continued listing of BTD. Conditions of the Proposed Restructuring Scheme The Proposed Restructuring Scheme is conditional upon the following: (i) the approval of the SC; (ii) the approval of the Foreign Investment Committee; (iii) the sanction of the High Court of Malaya for the Proposed Capital Reduction and Consolidation; (iv) the approval of the shareholders of BTD; (v) the approval-in-principle of the KLSE for the listing of and quotation for the new BTD Shares arising from the Proposed Revised Debt Conversion and Proposed Enserv Acquisition; (vi) a waiver being obtained from the SC and the shareholders of BTD, exempting the Enserv Vendors from the obligation to undertake a mandatory general offer for the remaining shares in BTD not held by Enserv Vendors upon completion of the Proposed Enserv Acquisition; (vii) BTD being satisfied with the results of a financial and legal due diligence to be undertaken in relation to the Proposed Enserv Acquisition; (viii) the completion of the sale of Management & Holdings Sdn Bhd (a subsidiary of Enserv) by Enserv, in a form and manner acceptable to BTD; (ix) the arrangement, transaction and/or agreement in relation to the purchase by Enserv from Management & Holdings Sdn Bhd of a piece of land held under H.S(D) 2018, PT No. 5392, Mukim Cukai, District of Kemaman, Trengganu, in a form and manner acceptable to BTD; and (x) any other relevant authority. Proposed Waiver to Enserv Vendors The Proposed Waiver to Enserv Vendors is conditional upon the following: (i) the approval of the SC; (ii) the approval of the shareholders of the BTD; and (iii) any other relevant authority. Proposed Increase in Authorized Share Capital The Proposed Increase in Authorized Share Capital is conditional upon approval being obtained from the shareholders of BTD. The Proposed Capital Reduction and Consolidation, Proposed Revised Debt Conversion, Proposed Enserv Acquisition, Proposed Waiver to Enserv Vendors and Proposed Increase in Authorized Share Capital are inter-conditional. Directors' and Substantial Shareholders' Interests MMC, who is the major shareholder of BTD, has an interest in the Proposed Revised Debt Conversion. As such, MMC would be required to abstain from voting in respect of its direct and indirect shareholdings in BTD on the resolution pertaining to the Proposed Revised Debt Conversion. Save as disclosed above, none of the other Directors and/or substantial shareholders of BTD nor persons connected to them have any interest, direct and indirect, in the Proposed Restructuring Scheme. Directors' Statement Having considered all aspects of the Proposed Restructuring Scheme, the Board is of the opinion that the Proposed Restructuring Scheme is in the best interest of the Company. Departure from SC Guidelines There are no departures from the SC's Policies and Guidelines on Issue/ Offer of Securities under the Proposed Restructuring Scheme. Submission to Authorities The application to the relevant authorities for the Proposed Restructuring Scheme is expected to be made within two months from April 30. Independent Adviser Subject to the approval of the SC, Public Merchant Bank Berhad has been appointed as the Independent Adviser to the Independent Directors and minority shareholders of BTD in respect of the Proposed Revised Debt Conversion and Proposed Waiver to Enserv Vendors. Documents Available for Inspection The Sale and Purchase Agreement in relation to Proposed Enserv Acquisition and the exchange of letter between BTD and MMC in relation to the Proposed Revised Debt Conversion dated 30 April 2002 will be available for inspection at the registered office of BTD at Level 10, Block B, Wisma Semantan, No 12, Jalan Gelenggang, Bukit Damansara, 50490 Kuala Lumpur, during normal office hours from Mondays to Fridays (except public holidays). CSM CORPORATION: Seeks Further Extension of Time ------------------------------------------------ Arab-Malaysian Merchant Bank Berhad refer to CSM Corporation Berhad's first announcement dated 26 February 2001 and the subsequent monthly announcements thereafter. On 7 March 2002, the Company had received the approval of the KLSE for a further extension of time of two months from 1 March 2002 to 30 April 2002 to make the Requisite Announcement pursuant to PN4/2001 of the KLSE Listing Requirements. On behalf of the Board of Directors of CSM, Arab-Malaysian Merchant Bank Berhad wishes to announce that the Company is still unable to make the Requisite Announcement by 30 April 2002 as CSM is still in the midst of formulating a restructuring plan to regularize its financial condition. The details of the restructuring plan will be announced once it is finalized. In view of the above, the Company had, via its letter dated 29 April 2002, applied to the KLSE for a further extension of time of one month until 31 May 2002 to make the Requisite Announcement. Presently, the application is still pending the KLSE's approval. RAHMAN HYDRAULIC: Posts RM331.088M Liabilities in 2001 ------------------------------------------------------ Rahman Hydraulic Tin Bhd wishes to announce that the Auditors have expressed a disclaimer of opinion on the audited Reports and Financial Statements of RHTB for the year ended 31 December 2001. The Auditors' statement on Page 10 of the Financial Statements is: "(a) As mentioned in Note 5.1 to the financial statements, as at 31 December 2001, the Group and the Company has net current liabilities of RM331,088,000 and RM364,318,000 respectively and a deficit in stockholders' equity of RM226,979,000 and RM244,754,000 respectively, which indicate that the Group and the Company are unable to meet their liabilities as and when they fall due. The financial statements have been prepared on the going concern basis on the assumption that the Group and the Company will continue in operational existence for the foreseeable future. The Workout Proposal as mentioned in Note 2 to the financial statements which sets out the Proposed Restructuring Scheme of the Company could not be implemented when the White Knight Companies withdrew from the Proposed Restructuring Scheme on 13 December 2001. As a consequence, the Special Administrators (SA) have in March 2002 conducted an exercise to invite potential investors to undertake the proposed restructuring of the Company and/or acquisition of its assets and/or businesses, to submit their proposals or offers to the Company. On 2 April 2002, the Company accepted the offer from Perbadanan Kemajuan Negeri Kedah to acquire the Company's freehold estate and estate related assets for a cash consideration of RM80,000,000 subject to terms and conditions to be agreed upon by both parties. The Company has on 29 April 2002 entered into a Transfer of Listing Status Agreement with IJM Corporation Berhad and IJM Plantations Sdn Bhd (IJMP) to transfer the Company's listing status to IJMP subject to terms and conditions as contained in the said agreement for a consideration of not less than RM26,944,643 (of which RM25,000,000 will be paid in cash and the balance in the form of shares). The Company is still considering offers for its mining lease and other assets. (b) The proposed sale of the listing status and freehold estate and estate related assets will be incorporated in the new workout proposal to be prepared by the SA to take into account the interest of the Company, its creditors and stockholders. Should the going concern basis of preparing the financial statements be inappropriate, adjustments will have to be made to reduce the values of assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify long term assets and long term liabilities as current assets and liabilities. As it is not possible to determine with reasonable certainty the future plans of the Company and in view of the significance of the matters referred to in the paragraphs (a) and (b) above, we are unable to form an opinion as to whether the financial statements have been properly drawn up in accordance with applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 2001 and of their results and cash flows for the financial year then ended. However, in our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act." SOUTHERN PLASTIC: Seeks Two Months Extension From KLSE ------------------------------------------------------ The Board of Directors of Southern Plastic Holdings Berhad wish to announce that the Company on 24 April 2002 applied for a further extension from the Kuala Lumpur Stock Exchange (KLSE) with respect to its Requisite Announcement as per requirement of the KLSE Practice Note 4/2001. The Board is applying for a two months extension from 30 April 2002 to 30 June 2002. The application for the extension has been submitted to the Exchange for its consideration. TENAGA NASIONAL: Sells Stesen Janaelektrik to Kapar, Malakoff ------------------------------------------------------------- Tenaga Nasional Berhad (TNB) has entered into a Supplemental Asset Sale Agreement on 30 April 2002 with Kapar Energy Ventures Sdn. Bhd and Malakoff Berhad on the sale of Stesen Janaelektrik Sultan Salahuddin Abdul Aziz Shah located at Kapar, Selangor Darul Ehsan. In conjunction with the execution of the Supplemental ASA, TNB and KEV have on 30 April 2002 entered into Supplemental Power Purchase Agreement (PPA) for the generation and sale of electricity and to make generating capacity available. The salient terms in the Supplemental ASA are as follows: * Initial Subscription of Shares in KEV TNB shall subscribe for 1,500 ordinary shares of RM1.00 each in KEV at par value for cash consideration of RM1,500 and KEV shall allot and issue the KEV Shares free from all encumbrances. The KEV Shares shall rank pari passu in all respects with each other and all other ordinary shares of KEV in issue on the date of the allotment and issuance of the KEV Shares by KEV. Upon completion of the Initial Subscription, TNB shall hold 60% of the issued share capital of KEV with Malakoff holding the remaining 40% of the issued share capital of KEV. * Purchase Consideration The purchase consideration for the Asset shall, subject to adjustment pursuant to the provisions in the Asset Sale Agreement (Original ASA) entered into by TNB and KEV on 31 July 2000 (Net Adjusted Amount), be the sum of RM4.2 billion. The sum of RM3.949 billion, being the purchase consideration net of the cash deposit of RM250.8 million which was paid upon the execution of the Original ASA (Balance Consideration), subject to any Net Adjusted Amount, shall be paid or satisfied in full by KEV upon completion of the Proposed Kapar Divestment (Completion). * Subscription of Additional Shares and Other Securities in KEV To facilitate the completion of the Original ASA the Parties hereby mutually agree, undertake and covenant as follows: (a) the debt to equity ratio of KEV shall, upon completion of the Proposed Kapar Divestment, be in the ratio of 80:20; (b) on the basis of the debt to equity ratio requirement in (a) above, TNB and Malakoff shall work together in undertaking the fund raising exercise of KEV to finance the following: (i) payment of a portion of the Balance Consideration, subject to any Net Adjusted Amount and after setting off the amount payable by TNB for the subscription for additional KEV Shares and other securities in KEV as set out in (c) and (d) below; (ii) the required working capital of KEV which will be mutually approved by TNB and Malakoff; and (iii) the advisors' fees of KEV; (c) TNB and Malakoff shall on the date of Completion subscribe for the number of KEV Shares as set out in Table A or such other number of KEV Shares as may be mutually agreed upon by TNB and Malakoff in the proportion to their respective shareholdings of ordinary shares in KEV as at the date of completion of the Initial Subscription; (d) TNB and Malakoff shall on the date of Completion subscribe for such securities in KEV, in the form of debentures, stocks, shares or other instruments (KEV Securities), in such amount in the proportion to their respective shareholdings of ordinary shares in KEV as at the date of completion of the Initial Subscription; (e) KEV shall allot and issue the KEV Shares and KEV Securities to TNB and Malakoff in accordance with (c) and (d) above; (f) the consideration payable by Malakoff for the subscription of KEV Shares and KEV Securities as set out in (c) and (d) above, subject to any adjustment in relation to the Net Adjusted Amount ("Malakoff's Subscription Consideration"), shall be satisfied in the following manner: (i) on the date of Completion, Malakoff shall remit to KEV Malakoff's Subscription Consideration less the Deposit; (ii) on the date of Completion and subject to Malakoff complying with (i) above, KEV shall set off the Deposit against Malakoff's Subscription Consideration, whereupon Malakoff's Subscription Consideration shall be credited by KEV as fully paid; and (g) subject to Malakoff complying with (f)(i) above, the consideration payable by TNB for the subscription of the KEV Shares and KEV Securities as set out in (c) and (d) above, subject to any adjustment in relation to the Net Adjusted Amount (TNB's Subscription Consideration), shall be satisfied by way of setting off against the Balance Consideration on the date of Completion, whereupon the TNB's Subscription Consideration shall be credited by KEV as fully paid. Other terms and information pertinent to the Proposed Kapar Divestment are as per the announcement made by TNB on 31 July 2000. Supplemental PPA Pursuant to the execution of the Supplemental PPA, the relevant terms in the Power Purchase Agreement dated 31 July 2000 are revised primarily as a consequence of the revision of the purchase consideration of the Asset as set out in the Supplemental ASA. Rationale for the Supplemental ASA and Supplemental PPA The Supplemental ASA and Supplemental PPA were entered into primarily to reflect the revised parameters of the Proposed Kapar Divestment, inter-alia, as follows: (a) the revision of the Tier 1 Capacity Rate Financial (CRF) to achieve an average tariff payable of 10.62 sen/kWh; (b) the revision of the purchase consideration for 100% interest in the Asset to RM4.2 billion based on the revision to the Tier 1 CRF as set out in (a) above; (c) the transfer of the Asset by TNB to KEV at the revised purchase consideration upon the completion of the Proposed Kapar Divestment; and (d) the subscription by TNB for sixty percent (60%) of the equity in KEV with Malakoff holding the remaining forty percent (40%) of the equity in KEV prior to the completion of the Proposed Kapar Divestment. Utilization of Sales Proceeds from the Proposed Kapar Divestment The net proceeds from the Proposed Kapar Divestment will be utilized for the repayment of borrowings and working capital purposes of TNB. The net proceeds shall be an amount equals to the gross proceed of RM4.2 billion deducting the TNB's Subscription Consideration. The net proceeds from the Proposed Kapar Divestment can only be determined upon finalization of TNB's Subscription Consideration. Financial Effects The effects of the Revised Terms to the Proposed Kapar Divestment are as follows: Share Capital The Revised Terms to the Proposed Kapar Divestment will not have any effect on the issued and paid-up share capital of TNB. Earnings The Proposed Kapar Divestment is expected to be completed in the fourth quarter of 2002 and as such, will not have any material effect on the earnings of the TNB for the financial year ending 31 August 2002. Nevertheless, the Proposed Kapar Divestment is expected to result in a gain of approximately RM45.5 million for TNB based on the net book value of the Asset as at 31 August 2001 and net of the estimated expenses expected to be incurred. This will translate to an expected increase in earnings per share of approximately 1.5 sen. Net Tangible Assets (NTA) The effects of the Revised Terms to the Proposed Kapar Divestment on the audited consolidated NTA of TNB as at 31 August 2001, which is provided for illustrative purposes only, assuming that the Proposed Kapar Divestment had been effected on that date, are as set out in Table B. Major shareholders The Revised Terms to the Proposed Kapar Divestment will not have any effect on the shareholdings of the major shareholders of TNB. Conditions of the Revised Terms The Revised Terms are subject to approvals being obtained from the following (where required): (a) the Foreign Investment Committee; (b) the Securities Commission by Malakoff; (c) the Economic Planning Unit; (d) the shareholders of TNB at an Extraordinary General Meeting (EGM) to be convened; (e) the shareholders of Malakoff at an EGM to be convened; (f) the Minister of Finance (Incorporated), the special shareholder of TNB; and (g) the relevant lenders to TNB for the subscription of KEV Shares and KEV Securities. Director's and Major Shareholders' Interests Save and except for as disclosed below, none of the Directors and major shareholders of TNB or persons connected to the Directors and major shareholders of TNB, have any interest, direct or indirect, in the Proposed Kapar Divestment: (a) Employees Provident Fund ("EPF"), a major shareholder of TNB, by virtue of it being a major shareholder of TNB and Malakoff; (b) Skim Amanah Saham Bumiputera (SASB), a major shareholder of TNB, is deemed connected to Permodalan Nasional Berhad (PNB) who is also a major shareholder of Malaysia Mining Corporation Berhad, which in turn is a major shareholder of Malakoff; (c) PNB, an indirect major shareholder of TNB, by virtue of being an indirect major shareholder of Malakoff as set out in (b) above; (d) Amanah Saham Malaysia (ASM), a shareholder of TNB, by virtue of being deemed connected to PNB; (e) Skim Amanah Saham Nasional (SASN), a shareholder of TNB, by virtue of being deemed connected to PNB; (f) Amanah Saham Wawasan 2020 ("ASW2020"), a shareholder of TNB, by virtue of being deemed connected to PNB; and (g) Dato' Ir (Dr.) Haji Ahmad Zaidee bin Laidin, a director of Universiti Tenaga Nasional Sdn Bhd, a wholly owned subsidiary of TNB, by virtue of being a director of Malakoff and a shareholder of TNB. The respective shareholdings of EPF, SASB, PNB, ASM, SASN, ASW2020 and Dato' Ir (Dr.) Haji Ahmad Zaidee bin Laidin in TNB and Malakoff as at 31 March 2002 are set out in Table C. Notwithstanding the above, TNB will seek an exemption from the KLSE to allow EPF to vote in respect of its shareholding in TNB on the ordinary resolution pertaining to the Proposed Kapar Divestment at the EGM to be convened. The Interested Parties, save for EPF if the above exemption sought from the KLSE is granted, will abstain from voting in respect of their shareholdings in TNB on the ordinary resolution pertaining to the Proposed Kapar Divestment at the EGM to be convened. In addition, the aforesaid Interested Parties shall also undertake to ensure that persons connected to them will abstain from voting at the aforesaid EGM. Statement by Directors The Board of Directors of TNB, having considered all the terms and conditions in the Supplemental ASA, is of the opinion that the Revised Terms to the Proposed Kapar Divestment are in the best interests of TNB. Compliance with the Securities Commission's Policies and Guidelines on Issue/Offer of Securities To the best of knowledge of the Board of Directors of TNB, the Proposed Kapar Divestment does not depart from the SC Guidelines. Appointment of Independent Advisor Pursuant to Chapter 10 of the Listing Requirements of the Kuala Lumpur Stock Exchange, Affin Merchant Bank Berhad has been appointed the independent advisor to advise the minority shareholders of TNB in relation to the Proposed Kapar Divestment. Documents for Inspection A copy of the Supplemental ASA and Supplemental PPA will be available for inspection by the shareholders of TNB at the registered office of TNB at 129, Jalan Bangsar, 50732 Kuala Lumpur, during normal business hours on any working day for a period of three months from April 30. ===================== P H I L I P P I N E S ===================== NATIONAL POWER: Congress Delays Assets Sale ------------------------------------------- The actual sale of the transmission assets of the National Power Corp. (Napocor) will be delayed by more than three or four months, the Philippine Star reports. Power Sector Assets and Liabilities Management (PSALM) president Edgardo Del Fonso said the Transco privatization would take place until after the third quarter of this year. "We have endorsed the bill to Congress last Friday. They (Congress) said we should count around 19 weeks for the approval of the bill," he said. PSALM has filed some amendments to some provisions of the Republic Act 9136 or the Electric Power Industry Reform Act of 2001, granting Transco a new nationwide franchise for operation of the transmission system and power grid for a period of 50 years. After the privatization of some of Napocor's transmission and generation assets, the state-run power company will function as a missionary firm that will operate all the small power utilities group (SPUG), including the Agus and Pulangui geothermal power plants which will not be sold until after 10 years under the law. The amendments would also allow Transco to transfer its franchise to operate the transmission system and grid to a concessionaire that will win the bidding process of PSALM. Meanwhile, Napocor expects to receive this month a $750 million loan it secured through the government. The loan will be used to cover the company's financial requirements for the first half of the year. NATIONAL STEEL: Rehab Likely as Malaysians Arrive for Talks ----------------------------------------------------------- The Philippine government is optimistic that National Steel Corp. will eventually return to business after representatives of Pengurusan Danaharta Nasional Berhad visit the country on May 3 to discuss its fate, Business World reported. Danaharta holds the biggest share in the troubled steel firm after purchasing the shares of four lending banks in Malaysia. The Troubled Company Reporter Asia Pacific said in its April 19 edition that creditors of National Steel would discuss the proposed debt write-down and equity conversion scheme with Abdul Hamidy Afiz of Danaharta when the Malaysian delegation arrives on May 3. Under the debt write-down and equity conversion proposal, all of the creditor banks and the Malaysian owners will have to agree to a "haircut." They will also have to agree to convert part of their outstanding receivables from NSC into equity. Franklin Quijano, mayor of Iligan City in northern Mindanao which hosts the NSC plant, said there were negotiations between prospective buyers of NSC and the representatives of the owners. Prospective buyers include Allengoal Fabrication and Voest Alpine. National Steel closed in November 1999 due to bad loans. ================= S I N G A P O R E ================= ASIA PULP: Names Tadano as New CFO ---------------------------------- Asia Pulp & Paper Co. has appointed former Bank Internasional Indonesia senior adviser Hiroshi Tadano to replace Chief Financial Officer and Executive Director Hendrik Tee, who did not give a reason for the resignation. According to a Bloomberg report, Tee will remain a non-executive director and assume new responsibilities as head of research and business development at the parent Sinar Mas Group. Tee was criticized for poor earnings at the four Indonesian units of the Singapore-incorporated Asia Pulp in the first nine months of 2001. The Company called a moratorium in March 2001 on its $13 billion debt as operations tottered under the weight of a liquidity crunch, falling pulp and paper prices and ratings downgrades. The New York Stock Exchange delisted APP last July. The Company's Indonesian subsidiaries, Indah Kiat and Tjiwa Kimia, were suspended from the Jakarta Stock Exchange for failing to submit their latest financial statements. KEPPEL TELECOM: Subsidiary to Sell Securicor Stake for $76,347 -------------------------------------------------------------- Pursuant to Clause 904 of the SGX-ST Listing Manual, Keppel Telecommunication & Transportation Ltd. wishes to advise that its wholly owned subsidiary Keppel Communications Pte Ltd has on 27 April 2002 entered into a sale and purchase agreement with JS Holdings Limited to sell its entire shareholding of 150,000 ordinary shares in the capital of Securicor (Singapore) Pte Limited for a consideration of $76,347.88. Under the Agreement, the interest in the shares is transferred to JS Holdings Limited with effect from 31 December 2001. Securicor (Singapore) Pte Limited was a 50-50 joint venture between Keppel Communications Pte Ltd and JS Holdings Limited. Upon the disposal of the shares by Keppel Communications Pte Ltd, Securicor (Singapore) Pte Limited will cease to be an associated company of Keppel Telecommunications & Transportation Ltd. At the end of 2001, Keppel T&T had negative working capital, as current liabilities were S$718.96 million while total current assets were only S$287.48 million. MEDIA LABS: Datapulse Firm Faces Voluntary Liquidation ------------------------------------------------------ The Directors of Datapulse Technology Limited wish to refer to the half-year financial result announcement made on 15 March 2002. In the announcement, the Company has mentioned that its associated company, Media Labs Limited (MLL), has been operating under tight cashflows condition and that the Company has made a provision of $0.6 million against the amounts due from MLL. The Directors wish to announce that the administrator of MLL has informed the Company that MLL has been placed in creditors' voluntary liquidation during a creditors' meeting held on 19 April 2002. Based on the information provided, it is recommended by the administrator of MLL that it would be in the best interest of the creditors for MLL to be wound up. The liquidation of MLL will not have any financial effect on the Company's net tangible assets and earnings per share for the second half of the financial year ending 31 July 2002. The Company's equity investment in MLL has been entirely provided for as at 31 July 2001 and the receivable of $0.6 million has been provided for as at 31 January 2002. PRESSCRETE HOLDINGS: Gets Respite From Lenders ---------------------------------------------- Further to MASNET Announcements No.11 of 30 March 2002, No. 92 of 16 April 2002 and No. 88 of 17 April 2002, Presscrete Holdings Ltd wishes to announce that to date, the Group's bankers (excluding those of Ceramic Technologies Pte Ltd) have not demanded repayment of the Group's existing loans at short notice. The Company will make prompt disclosure as and when there are further developments. TCR-AP reported in March that Presscrete Holdings Ltd signed a memorandum of understanding with Bedeschi SpA to settle S$2.067 million in liabilities, and a separate MoU with Neo Corp Pte Ltd to acquire certain businesses and assets from Neo. Presscrete said Bedechi supplied certain plant and equipment to its 56.3 percent subsidiary Ceramic Technologies Pte Ltd, payment for which was guaranteed by Presscrete. WEE POH: Posts Change in Chua Lai Seng Interests ------------------------------------------------ Ailing construction firm Wee Poh Holdings Limited, faced with current liabilities of $50.9 million at the end of 2001, posted a notice of change in the interest of Chua Lai Seng: Date of notice to company: 26 Apr 2002 Date of change of deemed interest: 26 Apr 2002 Name of registered holder: Chua Lai Seng 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: 500,000 Percentage of issued share capital: 0.417 Amount of consideration per Share: S$0.105 No. of shares held before change: 7,123,500 Percentage of issued share capital: 5.942 No. of shares held after change: 6,623,500 Percentage of issued share capital: 5.525 Holdings of Substantial Shareholder including deemed interest No. of shares held before change: 7,123,500 (Direct) Percentage of issued share capital: 5.942 No. of shares held after change: 6,623,500 (Direct) Percentage of issued share capital: 5.525 Total shares: 6,623,500, (Direct) For the six months ended December, Wee Poh's net loss widened to $13.2 million from $1.7 million previously. Turnover tumbled 40 percent to $32.2 million, as a result of continued contraction of the industry and the Group's selectivity in obtaining new projects. For a complete financial result, visit http://www.bankrupt.com/misc/TCRAP_WeePoh0424.doc =============== T H A I L A N D =============== THAI CANE: Suspends Dividend Payment ------------------------------------ At the Annual General Meeting of Shareholders for the year of 2002 of Thai Cane Paper Public Company Limited, held on April 29, 2002 during 1.50 p.m. 3.00 p.m. at the Evergreen Hall Room, Evergreen Hotel, 88 North Sathorn Road, Silom Sub-district, Bangrak District, Bangkok Metropolis, the following resolutions have been adopted: 1. That the Minutes of the Extraordinary General Meeting of Shareholders No. 1/2002 be confirmed. 2. That the Company's operational results for the year ended 2001 be approved. 3. That the audited financial statements for the year ended December 31, 2001 and the auditor's report be approved. 4. That no allocation nor dividend for year 2001 be declared. 5. That the election of directors to replace those retired by rotation be approved as follows: 5.1 That the number of new directors to be elected shall be (3) persons; 5.2 That the retired directors namely, Miss Reveewal Phinyopanakul, Mr. Pornsit Janedittakara, and Pol.Maj.Gen. Urai See-urai be re-elected as directors of the Company; and 5.3 That the authorized directors be as follows: "Mr. Virapan Pulges, Mr. Pichit Sunthornwarangkana and Mr. Chavalit Uttasart, any two of these three directors signing jointly with the Company's seal; or any one of those three directors signing jointly with either Mr. Pornsit Janedittakara or Mr. Sophon Thammapalo or Pol.Maj.Gen. Urai See-urai with the Company's seal." 6. That the directors' remuneration of Bt90,000 per annum be fixed for each of the directors; that the meeting fee of Bt30,000 be fixed for the Chairman of the Board of Directors for each meeting, and of Bt15,000 for other directors for each meeting, provided that for the Audit Committee, the directors' remuneration of Bt180,000 per annum be fixed for each member of the Audit Committee, and the meeting fee of the Audit Committee's Meeting of Bt45,000 be fixed for the Chairman of the Audit Committee and of Bt30,000 be fixed for other members of the Audit Committee be approved for each meeting of the Audit Committee Meeting. 7. That Mr. Supot Singhseneh, Certified Public Accountant No. 2826 or Mr. Nirand Lilamethwat, Certified Public Accountant No. 2316 or Mr. Thirdthong Thepmongkorn, Certified Public Accountant No. 3787 or Ms. Somboon Supasiripinyo, Certified Public Accountant No. 3731 or Ms. Vilai Buranakittisophon, Certified Public Accountant No. 3920 being the auditors of KPMB Audit (Thailand) Limited be appointed as the Company's auditors for you 2002 with the remuneration of not exceeding Bt 1,3000,000 per annum be approved. THAI PETROCHEMICAL: Creditors Seek $200M Payment Extension ---------------------------------------------------------- Thai Petrochemical Industry PCL creditors are scheduled to vote on May 7-8 on the extension of a $200 million debt repayment, Reuters reported. Effective Planners, TPI's court-appointed administrator, on April 10 submitted a petition to the bankruptcy court requesting to extend the debt repayment date to March 31, 2003, from the original due date at end-2001. The administrator also asked to amend the voting procedure for future changes in the plan. The creditors will consider on May 7 TPI's plan; those of its units will be considered May 8. The $200 million debt repayment, a part of TPI's $3.7 billion debt restructuring plan, will come from the sale of its non-core assets including its power plant and its stake in cement maker TPI Polene PCL. Effective Planners has also asked creditors that in case the company cannot meet the proposed deadline of March 2003 for the $200 million debt payment, approval for a new deadline should be obtained by a majority of the creditors' steering committee, instead of getting approval from all creditors. TPI's major creditors include Bangkok Bank PCL and the International Finance Corp., the private investment arm of the World Bank, and Bank of America Corp. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. 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