/raid1/www/Hosts/bankrupt/TCRAP_Public/020524.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, May 24, 2002, Vol. 5, No. 102
Headlines
A U S T R A L I A
AUSTRALIAN MAGNESIUM: Security Distribution Paid
DIGITAL NOW: Lodges April Ops Report at US Bankruptcy Court
GOODMAN FIELDER: ING Australia Ceases to be Substantial Holder
KOALA HYDROPONICS: Unregistered Scheme Wound Up
PASMINCO LIMITED: Aquila Lodges Debt Proofs With Administrator
OPEN TELECOMMUNICATIONS: Seeking Independent Financial Adviser
TRANSURBAN GROUP: Appoints Financial Guarantor for Refinancing
TRANSURBAN GROUP: Hills Motorway Merger Rumor Untrue
C H I N A & H O N G K O N G
BUILDMORE INT'L: Trims Down Operations Loss to HK$2,143,604
DAILYWIN GROUP: Price & Turnover Movements Unexplainable
FASHION CITY: Winding Up Petition Hearing Set
NORTHPOINT INVESTMENTS: Faces Winding Up Petition
SHUN FAT: Winding Up Sought by Chap Mei
SINOLIGHT PROPERTY: Petition to Wind Up Pending
I N D O N E S I A
ANEKA KIMIA: Shareholders OK Investment Unit Liquidation
STEADY SAFE: Aims for Debt Settlement with PFIL This Year
J A P A N
KDDI CORP.: Removed From R&I's Rating Monitor Scheme
KOBE STEEL: R&I Downgrades L-T Debt to BBB
MITSUBISHI MOTORS: Will Develop Small Cars With DaimlerChrysler
MIZUHO HOLDINGS: Dissolves Singaporean Subsidiary
SNOW BRAND: Plans to Ask Itochu to Buy Unit Stake
SNOW BRAND: Closure of Three Plants Before Merger Likely
SUMITOMO METAL: R&I Lowers L-T Debt Rating to BBB-
K O R E A
DAEWOO SECURITIES: KDB Signs MOU to Take Over Hungarian Bank
HYNIX SEMICON: Lowers Contract DRAM Prices to Below $4
MIDOPA CO.: Lotte Offers $401M to Buy Insolvent Rival
SEOUL BANK: Lead Managers Launch Due Diligence on Bank
SEOUL BANK: Likely to Merge With Hana Bank
M A L A Y S I A
AMSTEEL CORP.: Unit Enters Recurrent Related Party Transactions
CAMERLIN GROUP: Liquidator Appointed to E-commerce Unit
KUALA LUMPUR: Voluntarily Liquidates Dormant Spanish Subsidiary
LONG HUAT: Winding-Up Petition Hearing Moved to August 20
MBF HOLDINGS: Singaporean Registrar Strikes Off Inactive Unit
PAN MALAYSIA: Unit's Pre-Trial Management Fixed for July 11
PENAS CORPORATION: Answers KLSE's Winding-Up Petition Query
RAHMAN HYDRAULIC: Hires Singh as Director
RHB CAPITAL: Posts Change in Boardroom Notice
SENG HUP: MITI Approves Proposed Corp, Debt Restructuring Plan
SISTEM TELEVISYEN: Corporate Proposals Approval Pending
SITT TATT: Enters Share Sale, Purchase Agreement W/ MSE-Com(I)
SPORTMA CORPORATION: Provides Defaulted Payment Status Update
TAJO BHD: Changes Registered Address
P H I L I P P I N E S
FIRST PHILIPPINE: In Talks to Sell 28% Stake in FirstGen Unit
METRO PACIFIC: Widens FY Net Loss to PhP521M
NATIONAL POWER: PSALM Plans to Issue US$500M Bonds
PHILIPPINE LONG: Smart Unit Plans IPO Next Year
* Iloilo Banks Seeks Court Approval on Sale of Sugar Mills *
S I N G A P O R E
CSC HOLDINGS: Posted Auditors' Report, Financial Statement Note
PENTON INT'L: Undergoes Financial Restructuring, Bridge Loan
SEMBCORP LOGISTICS: Posts Change in Capital Group's Holding
T H A I L A N D
COGENERATION PUBLIC: EGM Resolves Shares Delisting
EASTERN PRINTING: Issues Warrant Shares Sale Details
TANAYONG PUBLIC: Files Reorg Petition in Bankruptcy Court
THAI HEAT: Discloses Rehabilitation Plan Summary
- - - - - - - -
=================
A U S T R A L I A
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AUSTRALIAN MAGNESIUM: Security Distribution Paid
------------------------------------------------
Australian Magnesium Corporation Limited has made its first
distribution payment to holders of its Distribution Entitled
Securities (DES) and issued new ordinary shares to holders who
have elected to participate in the Distribution Reinvestment
Plan (DRP).
The 3.2 cents per security distribution and was mailed on late
Thursday as a cheque or directly credited to the account of
15,479 DES holders.
AMC has allotted 7,492,056 ordinary shares at an issue price of
46.9 cent per share to 7,622 DES holders who elected to
participate in the DRP.
The issued capital of AMC's listed securities now stands at:
179,667,130 Ordinary Shares (ANM)
660,258,713 Distribution Entitled Securities (ANMCA)
53,165,134 July 2005 Options (ANMO)
The second distribution payment of 3.2 cents will be paid on
23 November 2002, as outlined in AMC's October 2001 prospectus.
Enclosed is a letter from the Chief Executive Officer, Mr Rod
Sharp sent on Thursday to all shareholders.
DIGITAL NOW: Lodges April Ops Report at US Bankruptcy Court
------------------------------------------------------------
Digital Now, Inc released on Tuesday the monthly filing it is
required to make to the United States Bankruptcy Court while it
is under Chapter 11 Administration. This filing covers the month
of April 2002.
The filing consists of a monthly operating report that includes
the following items:
(a) Financial Background information;
(b) Income Statement; and
(c) Cash Distribution Summary Report.
Go to http://www.bankrupt.com/misc/TCRAP_DNI0524.pdfto see a
copy of the report.
GOODMAN FIELDER: ING Australia Ceases to be Substantial Holder
--------------------------------------------------------------
ING Australia Holdings Limited ceased to be a substantial
shareholder in Goodman Fielder Limited on 13 May 2002.
Wrights Investors' Service reports that during the 12 months
ending 12 December 2001, the Company experienced losses
totaling A$0.01 per share. Its long-term debt was A$762.60
million and total liabilities were A$1.40 billion. The long term
debt to equity ratio of the company is 0.67.
KOALA HYDROPONICS: Unregistered Scheme Wound Up
-----------------------------------------------
The Australian Securities and Investments Commission (ASIC) has
obtained orders in the Supreme Court of NSW to wind up the Koala
Hydroponics Project, an unregistered managed investment scheme.
His Honor Justice Barrett, appointed Mr Peter Hedge as
liquidator of the scheme.
The Koala Hydroponics Project was a scheme for the production of
hydroponic vegetables on farms at Stanthorpe, NSW and Yandina,
Queensland. It commenced operation on 1 January 1988.
The Koala Hydroponics Project was formed under the former law
relating to prescribed interests. Under the then Corporations
Law, the project was required to convert to a managed investment
scheme by 30 June 2000.
Koala Quality Produce Limited (KQPL), as project manager,
applied for relief from the obligation to convert to a managed
investment scheme. ASIC granted relief on the condition that the
manager and trustee of the project take all reasonable steps to
convert the project to a managed investment scheme by 31 October
2000.
KQPL failed to comply with the conditions of relief, and an
application for a further extension of time was refused.
In addition to operating illegally as a result of being
unregistered, Koala Hydroponics Limited (KHL) was refused a
dealer's license to operate as a responsible entity for the
scheme. ASIC applied to wind up the scheme on 15 February 2001.
Those proceedings were delayed to allow KQPL and KHL to make
applications for review of ASIC's decisions in the
Administrative Appeals Tribunal (AAT).
On 24 January 2002 the AAT upheld ASIC's decisions.
PASMINCO LIMITED: Aquila Lodges Debt Proofs With Administrator
--------------------------------------------------------------
Aquila Resources Limited has lodged provisional proofs of
debts with Pasminco Limited's Administrators in light of the
fact that it may have claims against Pasminco and certain of
its subsidiaries arising out of the circumstances in which it
lost the opportunity to acquire Pasminco's 49% interest in the
Ernest Henry Mine. The amount claimed in the provisional proofs
of debt is $128,346,663, which represents Aquila's preliminary
assessment of its damages arising out of the termination of its
agreement to acquire Pasminco's 49% interest in the Ernest Henry
Mine.
Aquila maintains that it may have a claim against Pasminco and
MIM Holdings Limited in relation to the circumstances under
which Pasminco procured Aquila's consent to an extension of the
pre-emption period with respect to the sale of Pasminco's 49%
interest in the Ernest Henry Mine. In this regard, Aquila is
currently reviewing documents provided by Pasminco and MIM in
accordance with discovery orders obtained by Aquila from the
Supreme Court of Western Australia.
Aquila will make a determination as to any potential claims
against MIM and Pasminco once the discovery process has been
completed.
OPEN TELECOMMUNICATIONS: Seeking Independent Financial Adviser
--------------------------------------------------------------
Open Telecommunications Limited is seeking external advice to
prepare an independent expert's report in relation to the
financial position of the Company.
The independent expert is to be appointed by the Directors as a
result of the departure of the Company's CFO. The report to be
provided by the independent expert will include an update on the
Company's cash position and long term funding.
The financial report is expected to be finalized within the next
week.
A summary of the report will be made available to the market and
will be prepared for the exclusive purpose of assisting OT's
Directors and shareholders in their assessment of the financial
position of the Company.
While the report is being prepared, the Company requests a
continuation of suspension of quotation of its shares in
accordance with ASX Listing Rule 17.2.
OTT requests that the suspension of trading be extended until
the commencement of trading on Thursday 30 May 2002, or an
earlier date if the independent expert's report is finalized
earlier than 30 May 2002.
The Company is not aware of any reason why the suspension should
not be granted.
TRANSURBAN GROUP: Appoints Financial Guarantor for Refinancing
--------------------------------------------------------------
Transurban Group announced that, following an extensive bidding
process, ABN AMRO has been appointed as Lead Arranger for the
refinancing of City Link Melbourne Limited's existing
borrowings, and provision of new facilities for the group,
totalling $1.93 billion
ABN AMRO has been mandated to provide the following facilities
on a fully underwritten basis:
(a) senior bank debt facility of approximately A$700m
comprising:
* a 3- and 5-year senior debt tranche;
* an A$20m letter of credit facility with a 10.5 year term;
(b) an A$30m working capital facility with a 364 day term;
(c) an A$50m standby facility with a 3 year term:
(d) bridge facility of approximately A$1 billion with a 180
day term, pending the issue of capital markets instruments;
(e) subordinated debt facility of A$150m with a 364 day term;
and
(f) interest rate swap lines sufficient to execute up to 100
per cent of the required amount.
ABN AMRO has also been mandated to arrange at east 50 per cent
of up to A$1 billion of capital markets instruments with terms
of either 3, 5 or 7 years. It is envisaged that this facility
will comprise a mixture of wrapped and unwrapped tranches.
Transurban has reserved the right to appoint a co-manager for up
to 50 per cent of the capital markets facility and is seeking to
distribute the senior bank debt facility to a number of its key
banking partners.
Transurban has also appointed MBIA Insurance Corporation, the
world's largest monoline financial guarantor with extensive
experience in toll road financing, to issue a financial
guarantee in respect of the credit wrapped tranches of the
capital markets facility.
Funding is subject to finalizing and executing all relevant
transaction documents, and satisfaction of all relevant
conditions precedent.
Final amounts and the split of the facilities between bank and
capital markets debt will depend on prevailing interest rates
and market conditions at the time of implementing the
refinancing.
The purpose of the working capital and standby facilities is to
enhance the financial flexibility of the Melbourne City Link
Project through the provision of undrawn capacity.
The $150 million subordinated facility is an undrawn facility
available to the Transurban Group as an equity bridge or to fund
now business initiatives and acquisitions. New business
development or acquisition will only be undertaken within the
guidelines previously outlined.
Consistent with earlier announcements, Transurban expects to
complete the refinancing this quarter, Macquarie Bank Limited is
advising Transurban in relation to the refinancing.
TRANSURBAN GROUP: Hills Motorway Merger Rumor Untrue
----------------------------------------------------
Hills Motorway Group, in reference to an article appearing on
page 24 of Thursday's issue of the Australian Financial Review,
asserting that a friendly merger between Transurban Group and
the Company is moving closer to fruition, advised no such
discussions with Transurban are taking place.
According to Wrights Investors' Service, at the end of 2001,
Transurban Group had negative working capital, as current
liabilities were A$217.26 million while total current assets
were only A$126.40 million. The company has paid no dividends
during the last 12 months.
================================
C H I N A & H O N G K O N G
================================
BUILDMORE INT'L: Trims Down Operations Loss to HK$2,143,604
-----------------------------------------------------------
Buildmore International Limited announced on 21 May 2002:
Year end date: 31/1/2002
Currency: HK$
Auditors' Report: Neither
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/2/2001 from 1/2/2000
to 31/1/2002 to 31/1/2001
Turnover : 4,005,500 2,612,000
Profit/(Loss) from Operations : (2,143,604) (8,530,504)
Finance cost : (587,590) (769,819)
Share of Profit/(Loss) of Associates : (5,174,119) (243,896)
Share of Profit/(Loss) of
Jointly Controlled Entities : Nil Nil
Profit/(Loss) after Tax & MI : (7,977,255)
(8,422,328)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (9.64 cents) (10.52
cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : Nil Nil
Profit/(Loss) after ETD Items : (7,977,255)
(8,422,328)
Final Dividend per Share : Nil Nil
(Specify if with other options) : N/A N/A
B/C Dates for Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-) General Meeting : N/A
Other Distribution for Current Period: Nil
B/C Dates for Other Distribution : N/A
DAILYWIN GROUP: Price & Turnover Movements Unexplainable
--------------------------------------------------------
Dailywin Group Limited has noted the recent increases in price
and trading volume of the shares of the Company and stated that
they are not aware of any reasons for such increases.
Save as disclosed in the announcement of the Company dated 22
May 2002 relating to the proposed acquisition of an effective
interest of approximately 99.79% in Wai Yuen Tong Medicine
Company Limited, the Company confirmed that there are no
negotiations or agreements relating to intended acquisitions or
realizations which are discloseable under paragraph 3 of the
Listing Agreement, neither is the Board aware of any matter
discloseable under the general obligation imposed by paragraph 2
of the Listing Agreement, which is or may be of a price-
sensitive nature.
FASHION CITY: Winding Up Petition Hearing Set
---------------------------------------------
The petition to wind up Fashion City Limited will be heard
before the High Court of Hong Kong on June 5, 2002 at 9:30 am.
The petition was filed with the court on February 16, 2002 by
Lam Lai Ying of 21st Floor, Block B, Kava Mansion, 29 Fort
Street, Hong Kong.
NORTHPOINT INVESTMENTS: Faces Winding Up Petition
-------------------------------------------------
The petition to wind up Northpoint Investments Corporation is
scheduled for hearing before the High Court of Hong Kong on June
12, 2002 at 9:30 am.
The petition was filed with the court on February 25, 2002 by
The Hongkong and Shanghai Banking Corporation Limited whose
registered office is situated at No. 1 Queen's Road Central,
Hong Kong.
SHUN FAT: Winding Up Sought by Chap Mei
---------------------------------------
Chap Mei Plastic Manufactory Limited is seeking the winding up
of Shun Fat Toys Company Limited. The petition was filed on
March 6, 2002, and will be heard before the High Court of Hong
Kong on June 26, 2002 at 9:30 am.
Chap Mei holds its registered office at 1st Floor, Cheung Hing
Industrial Building, No. 23 Tai Yip Street, Kwun Tong, Kowloon,
Hong Kong.
SINOLIGHT PROPERTY: Petition to Wind Up Pending
-----------------------------------------------
The petition to wind up Sinolight Property Limited is set for
hearing before the High Court of Hong Kong on May 22, 2002 at
9:30 am.
The petition was filed with the court on February 6, 2002 by
Bank of China (Hong Kong) Limited whose registered office is
situated at 14th Floor, Bank of China Tower, 1 Garden Road,
Central, Hong Kong.
=================
I N D O N E S I A
=================
ANEKA KIMIA: Shareholders OK Investment Unit Liquidation
--------------------------------------------------------
The majority shareholders of chemical company PT Aneka Kimia
Raya have resolved in its May 18 meeting to liquidate its
subsidiary PT Putramas Prima Perkasa, AsiaPulse reports citing
Aneka Kimia President Haryanto Adikusumo.
Investment company Putramas Prima, in which Aneka Kimia is a
33.75 percent shareholder, has no fixed assets and has long been
idle.
STEADY SAFE: Aims for Debt Settlement with PFIL This Year
---------------------------------------------------------
PT Steady Safe hopes to settle its US$281 million debt to
Peregrine Fixed Income Ltd before the end of this year,
AsiaPulse reports, quoting company Director Saleh Muis.
He added that Settlement Agreement on debt restructuring with
PFIL was effective as of March 14 after all conditions were met.
Under the agreement, the Company will hand over 283 million
shares of its subsidiary PT Citra Marga Nusaphala Persada, 550
units of bus and 240 units of taxi or the entire assets of
subsidiary PT Sembada Permai Sejati and pay Rp8.67 billion in
cash.
"The transfer of assets and cash payment are expected to be
completed before the end of this year," Muis said.
The Company succeeded in reducing net loss to Rp47.03 billion
last year from Rp1,245 billion in the previous year.
=========
J A P A N
=========
KDDI CORP.: Removed From R&I's Rating Monitor Scheme
----------------------------------------------------
Rating and Investment Information, Inc. (R&I), has removed the
following ratings from the Rating Monitor scheme, and has
downgraded them as follows:
ISSUER: KDDI Corp. (TSE Code: 9433)
Senior Long-term Credit Rating; Long-Term Bonds (15 series)
R&I RATING: BBB+
(Downgraded from (A-); Removed from the Rating Monitor scheme)
RATIONALE:
The pace of growth in the mobile phone market has slackened and
KDDI's market share has fallen considerably. Voice average
revenue per user (ARPU) is also declining, and this has not been
covered by the growth of data ARPU from internet connections and
other services, so recovery of sales commissions, which are the
costs of winning and holding onto clients, is taking longer.
Competition in the land-line business, especially over long-
distance and international calls, is also escalating, so call
charges have fallen, while it is also hard to foresee any
expansion in income following the launch of the internet
protocol (IP) service in the future. Faced with these
circumstances, KDDI has inaugurated far-reaching structural
changes and system reforms, aiming for progress in structural
reform through cost cuts, the termination of unprofitable
businesses and cutbacks in investment. It will be necessary to
monitor how far these moves can cover the effects of the
deteriorating operational environment.
In the mainstay mobile phone business, the burden of sales
commissions, which provide the funds for cutting prices for
terminal units, is heavy. At a time when there is little
prospect of any increase in ARPU, the per contract costs are now
becoming heavier. If the number of contracts rises as planned
the increase in sales will cover the cost burden, but if the
targets are not achieved there is little prospect that earnings
will increase. The 3G service can make use of the existing
cdmaOne network so compared to companies that have to start from
scratch the roll-out should be comparatively smooth, and the
company aims to expand contract numbers during this period.
KDDI is thus in an advantageous position for the time being as
other companies are experiencing trouble setting up their
systems. Nevertheless, in terms of recent contract numbers, it
is not possible to make a totally favorable evaluation of the
superiority of KDDI's position.
The Tu-ka Group, which provides PDC services for the KDDI group,
also warrants attention. The group holds interest bearing debt
of the same scale as its sales, and cutting this figure will be
the key task ahead. Adopting a low-price strategy is raising the
number of contracts, and the company is planning to cut debts
using free cash flow on the assumption that ARPU will not fall
greatly below current levels. Nevertheless, there are still
doubts about whether this plan can be achieved in view of the
fact that the "au" business has terminated its PDC service,
although the brand name is different so the effect may be
limited.
Regarding land-lines, price competition is more intense for
international calls than for local calls, and there will
inevitably be a loss of income in the future as the IP trend
develops. The current medium-term plan centers on reorganization
of the "au" business. The plan also calls for an expansion of
new businesses, especially the NW & Solution business, which
handles domestic and international calls as well as the internet
and housing services, but there is little prospect that this
will contribute to profits for the time being as there will be
an advance cost burden. Current measures are limited to
specified areas such as the reorganization of overlapping assets
and certain cost cutting measures. Further restructuring will
probably be needed as the earnings environment is more severe in
this area than in the mobile phone area.
According to a new medium-term plan set up in March, KDDI is
aiming to cut interest bearing debt to 1 trillion yen by the end
of the March 2005 term. This is to be achieved by measures such
as:
1) withdrawal from the unprofitable PDC business and
specializing in CDMA services;
2) cutting costs by realizing the synergy effects of the
three-company merger that created KDDI; and
3) stabilizing the financial base, especially by raising
operating cash flow and cutting plant and facilities investment,
as well as the securitization and sale of real estate.
R&I has a favorable evaluation of this medium-term plan in some
regards, but the cost burden of the restructuring program will
reduce profits over the short term and it will be difficult for
earnings levels to recover rapidly. Interest bearing debt stood
at about 1.8 trillion yen at the end of the March 2002 term, a
not inconsiderable level, making it appropriate to lower the
Senior Long-term Credit Rating by one notch to BBB+. Medium-term
earnings recovery will largely depend on how successfully the
CDMA business can win market share. It will thus be necessary to
monitor whether new contracts can be won in line with plans and
to monitor developments with the roll-out of the service.
KOBE STEEL: R&I Downgrades L-T Debt to BBB
------------------------------------------
Rating and Investment Information, Inc. (R&I), has downgraded
the following ratings:
ISSUER: Kobe Steel, Ltd. (TSE Code: 5406)
Senior Long-term Credit Rating; Long-term Bonds (2 Series)
R&I RATING: BBB (Downgraded from BBB+)
ISSUE: Domestic Commercial Paper Program
R&I CP RATING: a-2 (Affirmed)
RATIONALE:
The profitability of Kobe Steel's mainstay steel business has
dropped off seriously because of falling prices for sheet steel
and a deterioration in the product structure, and the
competitive superiority that R&I has evaluated strongly in the
past has been eroded. The slump also extends into the business
diversification operations, and unless the company accelerates
its efforts to be more selective and more concentrated -- for
example by selling off non-core businesses -- the speed of
reduction of interest bearing debt, which is a key concern, will
slacken. Even bearing in mind the support offered by the IPP
(independent power provider) business, which is forecast to
become a stable earnings source over the long term, R&I must
acknowledge that the company's creditworthiness has declined.
In the mainstay steel business, Kobe Steel used to enjoy
relatively good profitability as it was not involved in
unprofitable product lines, and R&I had a positive evaluation of
the strengths of the operational base. It has, however, now
become necessary to change this evaluation somewhat. During the
March 2001 term, retail and export sales came to represent a
higher proportion of the total for the sheet steel division,
with the result that sales prices for sheet steel products fell
by a greater margin than was the case for other companies, and
profitability declined seriously. Steel bars and special steels
for wiring materials have retained their competitive superiority
against rival companies' products, but the severity of the
competitive environment in areas such as pressure for price cuts
is about the same as for other product lines. The company set up
an urgent earnings recovery plan in September 2001, including
cost cutting measures such as an across-the board 5% wage cut,
but this has been offset somewhat by the damage caused by the
deteriorating operational environment. The company aims to
maintain or expand its share of the market for sheet steel for
automobiles in the future by strengthening its development
skills in areas around high-resistance steel sheets.
Nevertheless, in this specialist field, competition in
technological development and sales becomes more intense as
demand rises, so it is necessary to adopt a cautious stance as
to whether the firm can maintain its leading position.
In diversification activities, meanwhile, the drop in demand for
aluminum and copper, machinery and construction equipment -- the
areas where Kobe Steel has concentrated its investment -- has
not been so great as that for the steel business, but all these
fields are carrying heavy debts and their stand-alone ability to
repay these debts is extremely low. The number of overseas
engineering orders won has been much smaller than was planned,
so the operating fund burden has risen, and this is expected to
continue to be a drag on consolidated cash flow for the time
being. There are still some doubts as to whether the company's
diversification businesses can generate sufficient profitability
to cover risks.
The IPP business consists of the construction of thermal power
generation plant within Kobe Steel's foundry sites and the
wholesale sale of the electric power generated to Kansai
Electric Power Co., Inc. This business is conducted by an SPC
established to handle power generation. Plant No. 1 came on line
in April 2002, and Plant No. 2 is slated to follow in 2004, with
each plant capable of generating 700,000 kilowatts. The risks of
this business are thought to be the lowest of all Kobe Steel's
businesses. There is a strong possibility that this operation
will generate stable cash flow over the long term. A full-scale
contribution to profits will not come until the years from the
March 2005 term onward, but the stability of the profitability
of this operation should underpin Kobe Steel's creditworthiness
over the medium-to-long term.
Financial structure is somewhat inferior because the range of
diversification businesses has been too wide and there have been
continuous extraordinary losses as a result. The financial
buffer of latent assets is also hardly adequate. Reduction of
interest bearing debt went fairly smoothly up to the March 2002
term thanks to cutbacks in plant and equipment investment, cost
cuts and the sale of the semiconductor operation, and, with the
exception of the fund demand for the IPP business, interest
bearing debt was cut by 250 billion yen over two years, some 20%
of the total. Nevertheless, in consideration of the overall
decline in the capacity to generate cash flow and the risks
entailed in the need to support subsidiaries and affiliated
companies whose performance is slumping and whose assets have
deteriorated, there is a strong possibility that the pace with
which debt is reduced will slacken compared to this unless the
company pushes ahead with further measures to reform its
operational structure.
MITSUBISHI MOTORS: Will Develop Small Cars With DaimlerChrysler
---------------------------------------------------------------
Tokyo-based Mitsubishi Motors Corp (MMC), in which
DaimlerChrysler AG holds a 37.3% stake, plans to develop small
and midsize vehicles with the German-U.S. auto giant in an
effort to strengthen the management of MMC, Japan Today
reported.
MMC Executive Vice President and Chief Operating Officer, Rolf
Eckrodt said that the Company may produce its recreational
vehicles (RVs) with DaimlerChrysler in China and that the
Japanese automaker will enter new markets such as Mexico and
Canada by taking advantage of the alliance.
Mitsubishi revealed last week its first net profit of 1.13
billion yen in three years as strong profits in North America
more than offset losses in Mitsubishi's Japanese and European
operations. Much of the improvement also stemmed from faster-
than-expected progress in cutting costs under a turnaround
program led by a team dispatched by DaimlerChrysler AG.
At the end of 2001, the Company had negative working capital, as
current liabilities were 1.95 trillion yen while total current
assets were only 1.23 trillion yen.
MIZUHO HOLDINGS: Dissolves Singaporean Subsidiary
-------------------------------------------------
Mizuho Holdings, Inc. has announced that its wholly owned
subsidiary, Mizuho Corporate Bank, Ltd (MHCB), decided to
dissolve DKB Merchant Bank (Singapore) Limited, a MHCB's wholly-
owned subsidiary, as follows:
1. The Subsidiary to be Dissolved
Corporate Name : DKB Merchant Bank (Singapore) Limited
Location : 168 Robinson Road, #13-00 Capital Tower,
Singapore 068912
Representative : Tetsuya Kaneko, Director
2. Reason for Dissolution
To consolidate two MHCB's merchant banking subsidiaries in
Singapore
3. Outline of the Subsidiary
Business : Merchant Banking Business
Date of Establishment : June, 1991
Common Stock : S$20 million
Number of Stocks issued : 20 million
Total Asset (December 2000): SGD 56.0 million
Number of Employees (April 2002): 0
Shareholders : 100% owned by Mizuho Corporate Bank, Ltd
Recent Performance : Ordinary Loss S$2,503 thousand
(Fiscal Year Ended in December 2000) Net Loss : S$2,330 thousand
4. Schedule Date of Dissolution: By March, 2003
5. This decision will have no material effect on the profit and
loss of this term of Mizuho Holdings, Inc. (Consolidated or non-
consolidated).
SNOW BRAND: Plans to Ask Itochu to Buy Unit Stake
-------------------------------------------------
Troubled dairy product maker Snow Brand Milk Products Co. is
considering asking major Japanese trading house Itochu Corp. and
some other companies to buy its stake in a subsidiary to finance
its restructuring efforts including a spinoff of its milk
division, Kyodo news service reported, citing sources close to
the deal.
Scandal-tainted Snow Brand hopes to gain around 10 billion yen
from sales of 40 percent out of its 51 percent shares in
Yukijirushi Access Inc., a Tokyo-based food wholesale unit.
Under the plan, Snow Brand will ask Itochu to raise its stake in
Yukijirushi Access to more than 15 percent from the current 10
percent.
Along with Itochu, Snow Brand will also ask major food
wholesaler Kokubu Co. to raise its stake to around 10 percent
from the current 5 percent and trading house Marubeni Corp. to
increase its 7.5 percent stake to about 10 percent.
Snow Brand will also ask beverage distributor Nihon Shurui
Hanbai Co. to boost its stake from 2 percent to 4.5 percent.
A Kyodo source said that it is not clear if all the companies
will accept a request to buy shares in Yukijirushi Access as
"some are opposed to share prices presented by Snow Brand."
In a bid to offset restructuring-related losses, Shinjuku-ku,
Tokyo's Snow Brand in early May asked Norinchukin Bank, UFJ
Bank, and Mizuho Corporate Bank for a total of 50 billion yen
($393.9 million) in financial assistance, consisting of 30
billion yen in debt waivers and 20 billion yen in debt-for-
equity swaps, to help rebuild itself.
Without the aid and its rehabilitation program, Snow Brand Milk
anticipated a negative net worth of up to 50 billion yen for the
current fiscal year through March 2003 due to losses from its
milk business, the liquidation in April of subsidiary Snow Brand
Foods Co. and operational restructuring.
Snow Brand Milk Products has been hit hard by a series of
scandals, including a mass food-poisoning incident involving its
milk products less than two years ago and by a beef-labeling
scandal earlier this year by its meatpacking subsidiary Snow
Brand Foods Co., which disbanded in April as earnings
deteriorated sharply.
SNOW BRAND: Closure of Three Plants Before Merger Likely
--------------------------------------------------------
Scandal-tainted Snow Brand Milk Products Co. Ltd. and two
agricultural cooperatives plan to shut down three plants ahead
of their milk business merger later this year, Reuters reported,
citing the Nihon Keizai Shimbun (Nikkei).
Snow Brand, the National Federation of Agricultural Cooperative
Associations (Zenno) and dairy cooperative Zenrakuren are in
final negotiations to close the plants in Japan, the report
said.
The merger of the three would put the number of combined plants
at 20, and two production subsidiaries may be closed along with
the three plants.
Snow Brand is asking creditors Norinchukin Bank, UFJ Bank, and
Mizuho Corporate Bank for a financial aid package including a 30
billion yen debt waiver.
SUMITOMO METAL: R&I Lowers L-T Debt Rating to BBB-
--------------------------------------------------
Rating and Investment Information, Inc. (R&I), has downgraded
these ratings:
ISSUER: Sumitomo Metal Industries, Ltd. (TSE Code: 5405)
Senior Long-term Credit Rating; Long-term Bonds (8 Series);
Euro MTN program
R&I RATING: BBB- (Downgraded from BBB)
Long-term Bonds (de facto defeasance) (1 Series)
R&I RATING: BBB (Downgraded from BBB+)
Domestic Commercial Paper Program
R&I CP RATING: a-2 (Affirmed)
RATIONALE:
Sumitomo Metal Industries' mainline seamless pipe manufacturing
operation remains relatively strong, but profitability has
dropped sharply due to factors such as falling prices in the
thin-sheet division caused by escalating competition. It will
not be easy to restore the profitability of this division over
the short term, and for the time being the firm will probably be
forced to continue to depend on the seamless pipe operation,
where risk is high. The company should be able to increase the
pace of debt reduction, which has been a concern, in the period
from the March 2003 term onward, but a large volume of debt is
reaching maturity so financial risk has risen, and R&I is
reflecting this by downgrading the ratings by one notch.
SMI entered into an inclusive alliance with Nippon Steel in
February 2002. The firm will now start reorganizing its business
while receiving cooperation from its partner, and as part of
this process it is investigating the retirement of the thin-
steel facilities at the Wakayama Foundry. If this is
implemented, the lowering of production capacity could revive
the market over the medium to-long term, but it is at present
impossible to foresee the outcome. The key issues for the steel
Given that SMI is involved in high-risk areas such as seamless
pipes and silicon wafers, and given that it holds massive levels
of interest bearing debt, the balance between debt and cash flow
is inferior to that of other companies in the sector. In the
consolidated accounts for the March 2002 term, pretax profit was
just 1 billion yen, and after extraordinary losses for special
retirement funds and related to the electronics and construction
materials areas, the final p/l was a loss of 105 billion yen.
Consolidated interest bearing debt stood at 1,670 billion yen
for the term, a reduction of 110 billion yen over the year
despite the payment of the special retirement funds.
Nevertheless, if draw-downs from liquidity at hand and the
guaranteed debts of SUMCO are taken into consideration, real
debt levels have actually increased.
Over the next three years, SMI will face the maturity of 258
billion yen in bonds and 430 billion yen in long-term
borrowings, for a total of nearly 700 billion yen. This is too
much to cover out of the free cash flow generated by core
businesses and from cash at hand. It should be possible to raise
funds through the sale of securities holdings, real estate and
affiliated companies, while the firm also plans to borrow funds
from financial institutions to meet the fund demand. R&I
believes that there is very little danger that there will be any
obstacle to fund raising for the time being, but given that the
severity of the financial environment is increasing it is not
possible to ignore this heightening of financial risk.
=========
K O R E A
=========
DAEWOO SECURITIES: KDB Signs MOU to Take Over Hungarian Bank
------------------------------------------------------------
State-run Korea Development Bank has signed a memorandum of
understanding with Seoul-based Daewoo Securities to take over
Daewoo-Hungary Bank, and will push for the final contract by the
end of July.
According to a report from the Korea Herald, the lender is
aiming to expand its business into Eastern Europe via the
acquisition of the Hungary-based bank.
KDB will buy Daewoo-Hungary Bank's Daewoo-Leasing Hungary,
Daewoo Service and Daewoo Financing Consulting units. It will
exclude Daewoo-Leasing Czecho from the takeover.
The Daewoo-Hungary Bank had assets worth $150 million at the end
of last year.
Earlier, Daewoo Securities sold 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.
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 Uzbekistan.
HYNIX SEMICON: Lowers Contract DRAM Prices to Below $4
------------------------------------------------------
Hynix Semiconductor has decided to lower its contract 128M DRAM
prices for major buyers to under $4 per unit, the Associated
Press reported.
The struggling South Korean chip manufacturer has lowered its
contract prices to $3.20 - $3.50, down 20 percent. This marks
the second price reduction this year since February.
Sources have declined to disclose prices in detail.
MIDOPA CO.: Lotte Offers $401M to Buy Insolvent Rival
-----------------------------------------------------
Department store operator Lotte Shopping Co. may top competitors
in an auction to buy Midopa Co. with its more than 500 billion
won ($401 million) offer for the insolvent rival, Bloomberg
reported.
Lotte has also offered to hire existing Midopa workers,
Bloomberg said.
Midopa creditors will make an announcement to the Korea Stock
Exchange this week on its preferred bidder with whom to
negotiate further.
SEOUL BANK: Lead Managers Launch Due Diligence on Bank
------------------------------------------------------
Lead managers Goldman Sachs and the Samsung Securities-led
consortium on Wednesday launched a two-day due-diligence survey
on the sale/merger of Seoul Bank, the Korea Herald reported.
Goldman Sachs and the consortium are also preparing to send off
teaser letters to potential buyers of Seoul Bank.
The teaser letters will be sent to a list of potential buyers
that the lead managers had earlier compiled.
The Korean government, the largest shareholder of Seoulbank, is
trying to sell the ailing South Korean bank to recoup some of
the more than $4 billion it spent bailing out the bank during
the 1998 financial crisis. It also pledged to sell the bank as
part of an International Monetary Fund-led bailout package in
late 1997.
As of the end of March, Seoul Bank's assets reached 25.8
trillion won.
SEOUL BANK: Likely to Merge With Hana Bank
------------------------------------------
Hana Bank may decide to turn to Seoul Bank as a new merger
partner following the recent negative remarks that a possible
merger from its current merger candidate Korea First Bank (KFB)
is likely to fail, the Korea Herald reported yesterday.
According to the KFB trade union, KFB CEO Robert Cohen said last
week that the possibility of KFB merging with Hana was zero, and
would remain at that. Cohen also made it clear the bank would
not seek a consolidation with another bank for the next two or
three years.
Hana Bank said it has not received official notice from KFB
regarding the merger issue. It added that Cohen might have
denounced a merger with Hana due to labor-management relations.
As of the end of March, Hana Bank's total assets reached 56.8
trillion won.
===============
M A L A Y S I A
===============
AMSTEEL CORP.: Unit Enters Recurrent Related Party Transactions
---------------------------------------------------------------
Amsteel Corporation Berhad had on 28 December 2001 obtained a
mandate from the shareholders of the Company to enter into
recurrent transactions of a revenue or trading nature with its
related parties (Shareholders' Mandate) as mentioned in the
Circular to Shareholders dated 10 December 2001 issued in
relation to the Shareholders' Mandate. The Shareholders' Mandate
is valid until the date that the next Annual General Meeting of
the Company is held or the expiration of the period within which
the next Annual General Meeting is required to be held pursuant
to section 143(1) of the Companies Act, 1965 (Act) (but shall
not extend to such extension as may be allowed pursuant to
section 143(2) of the Act) .
The Company wishes to announce that Jilin Motor City Hotel Co
Ltd (Jilin), a 60% owned subsidiary of the Company, has entered
into recurrent transactions of a revenue or trading nature with
a related party, First Automobile Works Group (FAW) as set out
below. FAW is a major shareholder of Jilin.
Subsidiary of the Company: Jilin Hotel
Nature of Transaction: room and related services
Value Transacted: RM3.9 million
Estimated Value* : RM6.2 million
* Estimated value of further transactions up to the proposed
renewal of the Shareholders' Mandate to be obtained by December
2002.
None of the Directors has any interest direct or indirect in the
Recurrent Transactions.
It is likely that the Recurrent Transactions will occur with
some degree of frequency and could arise at any time. The
Company proposes to include the Recurrent Transactions in the
renewal of its Shareholders' Mandate pursuant to the Practice
Note 12/2001.
CAMERLIN GROUP: Liquidator Appointed to E-commerce Unit
-------------------------------------------------------
Camerlin Group Berhad informed that e-Camerlin Sdn Bhd, a 80
percent owned subsidiary of the Company, has been placed under
Members' Voluntary Winding-up pursuant to Section 254(1)(b) of
the Companies Act, 1965. Mr Ling Kam Hoong of Messrs Ling Kam
Hoong & Co., No. 6-1, Jalan 3/64A, Udarama Kompleks, Off Jalan
Ipoh, 50350 Kuala Lumpur has been appointed as liquidator of e-
Camerlin on 21 May 2002.
e-Camerlin has ceased its e-commerce and internet related
activities since year 2001 and there are no future plans to
activate it.
There is no loss arising from the voluntary winding-up of e-
Camerlin.
There is no material impact on the net tangible assets and
earnings per share of the CGB Group for the financial year
ending 30 June 2002.
KUALA LUMPUR: Voluntarily Liquidates Dormant Spanish Subsidiary
---------------------------------------------------------------
Kuala Lumpur Kepong Berhad announced that its wholly owned
subsidiary incorporated in Spain namely, Crabtree & Evelyn
Espana S.A., which has been inactive, has been placed under
members' voluntary liquidation in accordance with Spanish
Corporate Law.
Mr. Michael Torrance has been appointed as liquidator for the
above liquidation.
Other than the liquidation expenses, there are no losses or
material financial effects on the Group's net tangible assets
and earning per share arising from the liquidation.
LONG HUAT: Winding-Up Petition Hearing Moved to August 20
---------------------------------------------------------
Long Huat Group Berhad announced that its solicitor has advised
the Company that the hearing of Temerluh High Court Winding-up
Petition No.28-8-2001: HSBC Bank Malaysia vs. L.Huat on 20 May
2002 has been adjourned to 20 August 2002.
The claim in the winding-up petition on L.Huat was in relation
to the overdraft facility and term loan granted by HSBC to Long
Huat Marketing Sdn Bhd (LHM), a wholly-owned subsidiary of
L.Huat. The loan facilities were secured by inter-alia, a
corporate guarantee by L.Huat for a sum not exceeding RM8.2
million.
As stated in the petition, as at 27 June 2001, the amount
outstanding under the overdraft facility is RM1,850,068.27
together with interest at 8.3% per year and the amount
outstanding for the Term Loan Facility is RM2,209,642.20
together with interest at 8.8% per year.
MBF HOLDINGS: Singaporean Registrar Strikes Off Inactive Unit
-------------------------------------------------------------
MBf Holdings Berhad informed that its subsidiary company, MBf
Nominees (S) Pte Ltd, has been struck off from the register by
the Registrar of Companies and Businesses in Singapore and is
accordingly dissolved.
The Company ceased operations in 1997.
PAN MALAYSIA: Unit's Pre-Trial Management Fixed for July 11
-----------------------------------------------------------
Pan Malaysia Capital Berhad informed the Exchange that there has
been no change to the status of the Company's proposal that was
disclosed in the Initial Announcement and Quarterly Announcement
made by the Company on 26 July 2001, 13 November 2001 and 27
February 2002 respectively, save for:
1) The Securities Commission (SC), via its letter dated 25
March 2002 gave its approval for PM Securities Sdn Bhd (PMS) to
operate as an Adviser pursuant to the SC's Policies and
Guidelines on Issue/Offer of Securities.
2) The Penang, Johor Bharu and Melaka branches of PMS
commenced operations on 6 March 2002, 18 March 2002 and 20 May
2002 respectively.
The Company also informed, in relation to the Kuala Lumpur High
Court, Suit No. S5-22-832-2001 between Leong Kok Wah and PM
Securities Sdn Bhd, a 99.99 percent-owned subsidiary of the
Company, that the case is now fixed for pre-trial management on
11 July 2002.
PENAS CORPORATION: Answers KLSE's Winding-Up Petition Query
-----------------------------------------------------------
Penas Corporation Berhad announced that its wholly owned
subsidiary, Penas Construction Sdn. Bhd., was on 15 May, 2002
served with a Notice of Winding Up Petition by Multi-Usage
Trading Sdn. Bhd. The Company, in reply to the Query Letter by
KLSE reference ID: NM-020521-38299, furnished this information:
1. The particulars of the claim under the petition is as
follows:
* Principal sum for supply of goods: RM56,978.40
* Interest at the rate of 1.5% per month calculated on
RM56,978.40 on daily basis from 1/8/1998 till 31/3/2002:
RM37,596.38
* Court cost 1,332.00: RM95,906.78
2. Cost of investment in PCSB is RM8,832,059.00
3. Obtaining the court judgment on the above claim has caused
the petitioner filing of the winding up petition.
4. The operational and financial impact on the Group is
immaterial as it is only limited to the claim of RM95,906.78 or
0.16 percent of the audited net tangible assets of
RM59,076,783.00 as at 31 December 2001.
5. As mentioned in Item 4, the expected losses is limited to
RM95,906.78.
6. The Company is taking its solicitors' instruction to file
application for setting aside the winding up petition
RAHMAN HYDRAULIC: Hires Singh as Director
-----------------------------------------
Rahman Hydraulic Tin Berhad posted this notice:
Date of change : 20/05/2002
Type of change : Appointment Boardroom
Designation : Director
Directorate : Independent & Non Executive
Name : Harjeet Singh A/L Sardara Singh
Age : 44
Nationality : Malaysian
Qualifications : LLB(Hons), Barrister-at-Law
Working experience and occupation:
Mr Harjeet Singh A/L Sardara Singh has had vast career
experience, which includes his 10 years service with the Royal
Malaysian Police Force. During his service with the Royal
Malaysian Police Force, he has gained vast experience especially
in the areas of commercial crimes, criminal litigation and
serious crimes. During this period, he undertook to read law at
University of Buckingham, England and within 2 years obtained
his Law Degree with Honors in 1986. Upon graduation, he obtained
his Barristers' qualification at Lincoln's Inn, London, England
and shortly retired from Civil Service to practice law in the
firm of Messrs Shearn Delamore. He is now partner in the firm of
Messrs P. S. Sohanpal & Sidhu. Mr Harjeet Singh A/L Sardara
Singh's expertise in the legal practice includes the areas of
insurance law, commercial crime, amongst others.
Directorship of public companies (if any) : NIL
Family relationship with any director and/or major shareholder
of the listed issuer : NIL
Details of any interest in the securities of the listed issuer
or its subsidiaries
TCR-AP reported yesterday that Audit Committee Member, K.
Ravathi A/P M. Karuppiah resigned from his post as Independent &
Non Executive.
RHB CAPITAL: Posts Change in Boardroom Notice
---------------------------------------------
RHB Capital Berhad posted this notice:
Date of change : 01/05/2002
Type of change : Resignation Boardroom
Designation : Director
Directorate : Non Independent & Non Executive
Name : Takashi Fujishima
Age : 56
Nationality : Japanese
Qualifications :
a) BA in Commerce, Waseda University - 1969
b) MBA from IMEDE, Lausanne - 1973
Working experience and occupation : 1997
- Director & General Manager, New York & Cayman Branch, SBL
- Director, Regional Manager for the Americas & General Manager,
New York Branch & Cayman Branch, SBL
1998
- Director, International Banking Group, SBL
1999 - 2000
- Executive Officer, International Banking Group, SBL
- Executive Vice President, International & Corporate Banking
Division-Company, SBL
2001
- Chairman, President and Chief Executive Officer, Manufacturers
Bank, California (subsidiary of Sumitomo Mitsui Banking
Corporation)
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
Remarks : The letter of resignation of Mr Takashi Fujishima
dated 10 May 2002 was received on 22 May 2002.
Profile
RHB Capital Berhad (RHBC) was incorporated to facilitate the
implementation of a scheme of arrangement pursuant to Section
176 of the Companies Act, 1965 undertaken by RHB Bank Berhad
(RHBB), formerly known as DCB Bank, whereby RHBC acquired RHBB
in 1994. RHBC also acquired RHB Sakura Merchant Bankers Bhd
(RHBSM), RHBF Sdn Bhd, RHB Leasing Sdn Bhd, RHB Insurance Berhad
(RHBI), RHB Capital Properties Sdn Bhd and RHB International
Trust (Labuan) Sdn Bhd from RHBB. A restructuring scheme also
took place resulting in the injection into RHBC of Rashid
Hussain Berhad's (RHB) securities and asset management business,
properties located at Jalan Tun Razak as well as KYB Sdn Bhd
(formerly known as Kwong Yik Bank Bhd) and KYF Sdn Bhd (formerly
known as Kwong Yik Finance Bhd).
Last month, TCR-AP reported that its wholly owned subsidiary,
RHB Capital (Jersey) Limited had appointed PT
PricewaterhouseCoopers FAS, Jakarta, as the liquidator of PT
RHS, a subsidiary of RHB Capital (Jersey) Limited based in
Jakarta, Indonesia.
SENG HUP: MITI Approves Proposed Corp, Debt Restructuring Plan
--------------------------------------------------------------
On behalf of Seng Hup Corporation Berhad (Special Administrators
Appointed), Commerce International Merchant Bankers Berhad
announced that the Ministry of International Trade and Industry
(MITI), via its letter dated 20 May 2002, stated that the MITI
has no objection to SHCB undertaking the Proposed Corporate and
Debt Restructuring Scheme.
The approval from the MITI is subject to:
1. The approval from the Foreign Investment Committee(FIC),
which has been obtained on 21 January 2002;
2. The approval from the Securities Commission ("SC"), which
is pending; and
3. All the 13,000,000 new newco's shares are classified as
special shares of which the allocation of the same is to be
determined and carried out separately by the MITI after the
Proposed Corporate and Debt Restructuring Scheme has been
approved by the SC.
SISTEM TELEVISYEN: Corporate Proposals Approval Pending
-------------------------------------------------------
Sistem Televisyen Malaysia Berhad, pursuant to the requirements
of Paragraph 5.1(c) of Practice Note 4/2001 issued by the Kuala
Lumpur Stock Exchange, is required to obtain all approvals
necessary for the implementation of a plan to regularize its
financial conditions within 4 months from the date of submission
of such plan. On 23 January 2002, TV3 had submitted the
application for the Corporate Proposals to the relevant
authorities, including the Securities Commission, for approval.
On behalf of TV3, Arab-Malaysian Merchant Bank Berhad announced
that the decisions from the relevant authorities in relation to
the application for the Corporate Proposals remain pending.
As such, Arab-Malaysian, on behalf of TV3, had on 8 May 2002
applied to the KLSE for an extension of time for TV3 to comply
with Paragraph 5.1(c) of PN4. The approval of the KLSE in
respect of the said application remains pending.
SITT TATT: Enters Share Sale, Purchase Agreement W/ MSE-Com(I)
--------------------------------------------------------------
Sitt Tatt Berhad has on 21 May 2002, entered into a Share Sale
and Purchase Agreement with MSE-Com(I) Pvt Ltd wherein the
Company has agreed to sell its entire stake of 250,000 shares in
Ismeta Next Sdn Bhd to MSE for a total consideration of
RM200,000 to be satisfied as follows:
a) cash of RM50,000 to be paid upon execution of the SPA; and
b) a sum of RM150,000 in the form of the provision of
consultancy and information technology development services by
MSE to the Company and any of its subsidiary or the Company may
notify associated companies as.
DETAILS OF MSE
MSE is a private limited company incorporated under the laws of
India, which is primarily involved in the development,
programming, and the distributorship of computer software
engines and materials in India. MSE is an existing shareholder
of INSB having two(2) ordinary shares of RM1.00 each in INSB.
RATIONALE FOR SALE 0F INSB
The Company is currently in the course of rationalizing its
group of companies and is of the view that the business of
information technology (IT) and internet related business are
not synergistic with the Group's overall activities. In this
respect, the directors has approved the disposal of INSB as it
will assist to streamline the Group's activities so as to remain
focus on the existing principal business of the Group.
FINANCIAL EFFECT
Upon the registration of the transfer of the entire 250,000
shares to MSE, INSB shall cease to be an associate of the
Company. The above transaction is not expected to have a
material financial impact on the Net Tangible Asset of the
Group.
APPROVALS
As per the terms of the SPA, MSE undertakes to obtain all
consents and approvals of any governmental or statutory agency
or authority , if applicable, in respect of the above
transaction.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the directors, substantial shareholders and persons
connected to them have any interest, whether direct or indirect
in the aforesaid transaction.
SPORTMA CORPORATION: Provides Defaulted Payment Status Update
-------------------------------------------------------------
Sportma Corporation Berhad (Special Administrators Appointed)
(Sportma or Company) provided an estimate of its default in
payment as at 30 April 2002. Details could be found at
http://www.bankrupt.com/misc/TCRAP_Sportma0524.xls
The total default by Sportma on principal sum plus interest as
at 30 April 2002 amounted to RM216,747,059.31. 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 30 April 2002, defaulted on RM629,119.25, made
up of a principal sum of RM470,000.00 plus RM159,119.25 in
interest, in respect of its term loan.
There is no further new development on the default of payment of
the Company, since the previous announcement with regard to this
Practice Note.
TAJO BHD: Changes Registered Address
---------------------------------------
Tajo Berhad posted this notice:
Change description : Correspondence
Old address : No. 12, Persiaran Titiwangsa, Titiwangsa,
53200 Kuala Lumpur
New address : Suite 18.05, 18th Floor, Menara MAA, No.
12, Jalan Dewan Bahasa, 50460 Kuala Lumpur
Name of Registrar :
Telephone no : 03-21420366
Facsimile no : 03-21420522 (Marketing)
03-21420533 (Finance & Corporate)
E-mail address : tajo@po.jaring.my
Effective date : 20/05/2002
Remark : The Company has shifted to the above new
address on 20 May 2002
On 23 February 2001, Alliance Merchant Bank Bhd announced on
behalf of the Board of Directors that Tajo is considered as an
"affected listed issuer" under Practice Note No. 4/2001, of
KLSE's revamped Listing Requirements. The SC on 4 May 2001
advised Tajo to review its proposed restructuring scheme (as
announced on 20 December 2000 and 19 January 2001) and to
resubmit a revised scheme for its consideration. KLSE has
granted a five-month extension from 11 May 2001 to 10 October
2001 for Tajo to make a re-submission of its regularization
plan.
Meanwhile, the Company has entered into agreements to dispose of
subsidiaries Tajo Construction Sdn Bhd and Accentuate
Development Son Bhd for RM1.00 cash each. The proposals are in
line with the Company's plan to streamline its operations by
disposing of non-core businesses.
=====================
P H I L I P P I N E S
=====================
FIRST PHILIPPINE: In Talks to Sell 28% Stake in FirstGen Unit
-------------------------------------------------------------
First Philippine Holdings Corp. (FPHC), a Lopez group investment
holding company whose portfolio is heavily exposed in the power
sector, is in discussion with two potential investors on selling
up to 28 percent of its profitable power investment unit, First
Generation Holdings Inc., Philippine Daily Inquirer reported.
FPH Chief Operating Officer, Elpidio Iba¤ez, said the Company,
which holds 88 percent of First Gen, would want to end up with
only 60 percent control after the new buy-in deals.
Iba¤ez said the potential investors are now doing a due
diligence audit on First Gen, which focuses on power generation
and other energy-related businesses.
Industry sources said one of the potential investors has
indicated interest to acquire as much as 20 percent of First
Gen, which would yield at least 100 million dollars for parent
FPHC.
First Gen is valued at more than $500 million dollars.
Earlier, FPHC said it plans to float $150 million worth of bonds
by July to refinance its $87 million dollars in redemption
obligations falling due in August. The Company has appointed US
investment bank JP Morgan as financial adviser for the planned
bond float.
METRO PACIFIC: Widens FY Net Loss to PhP521M
--------------------------------------------
Manila-listed Metro Pacific Corp., 80.6 percent-owned by First
Pacific Co., widened its net loss to 521.35 million pesos for
the year ended March 2002, up 2.2 times from 162 million pesos a
year earlier, Quamnet News reported.
Loss per share was 2.95 centavos versus 0.97 centavos.
Metro Pacific is currently engaged in a comprehensive debt
reduction exercise, including the restructuring of certain
business operations, to further improve its prospects in the
marketplace.
The Company has debt worth 12 billion pesos, 7 billion pesos of
which consist of local debts. The remainder is debts to Hong
Kong-based parent firm First Pacific Co. Ltd.
NATIONAL POWER: PSALM Plans to Issue US$500M Bonds
--------------------------------------------------
The state-run Power Sector Asset and Liabilities Management Corp
(PSALM), National Power Corporation (Napocor)'s privatization
arm, will float US$500 million in bonds to raise part of the
Napocor's remaining funding needs for the year, AFX Asia
reports.
According to Energy Secretary Vicente Perez, PSALM is in the
process of selecting underwriters for the issue, which include
Lehman Brothers and UBS Warburg. He said the government expects
the underwriter to be named by June.
Perez did not specify whether the amount of the borrowing
includes the additional US$100 million needed by power utility
company to finance the suspension of purchased power cost
collections.
Napocor's total funding requirement for the year is US$1.5
billion. The national government floated bonds early this year
to raise US$750 million for Napocor, which will be used to cover
capital expenses, payment to power producers and debt repayments
up to August.
PHILIPPINE LONG: Smart Unit Plans IPO Next Year
-----------------------------------------------
Smart Communications Inc intends to conduct its initial public
offering at the Philippine Stock Exchange next year, the
Philippine Star reported, citing market sources.
The sources said Smart, a wholly owned subsidiary of
telecommunications giant Philippine Long Distance Telephone Co.
(PLDT), may list as much as a third of its outstanding shares.
By law, the Company is required to list 10 years from the start
of commercial operations, or by 2004.
"But we will not wait until 2004. Management plans to go public
next year although it has yet to determine the number of shares
that will be listed in the local stock exchanges," informed
sources revealed.
PLDT had earlier planned to sell a five- to 10-percent stake in
Smart in order to raise funds to repay its maturing obligations
but decided otherwise, and instead opted to avail itself of
refinancing loans from KfW of Germany ($149 million) and the
Japan Bank of International Cooperation ($80 million).
It was also able to raise $350 million from a recent
international bond offering, around half of which was used to
buy back PLDT notes that are maturing in the next two years.
Of the $1.3 billion that PLDT will be needing to settle its
maturing loan obligations now until 2004, half of the amount
will come from internally generated funds, including cash flow
and dividends from Smart.
* Iloilo Banks Seeks Court Approval on Sale of Sugar Mills *
------------------------------------------------------------
A consortium of banks has petitioned the Regional Trial Court of
Iloilo in Western Visayas to auction properties of South Pacific
Sugar Corp., New Frontier Sugar Corp. and Gerry Commercial Inc.,
Business World reported.
The banks, led by Equitable PCI Bank as mortgagee and trustee of
the other banks, foreclosed the two sugar centrals and the
refinery in Iloilo after businesswoman Margarita Sia failed to
pay loans worth 650.76 million pesos.
According to the banks, South Pacific Sugar owes them PhP536.23
million ($10.84 million) as of January 25, 2002. New Frontier
has an outstanding debt of PhP66.60 million while Gerry
Commercial owes PhP47.94 million.
In 1995, South Pacific Sugar entered into a PhP370-million
syndicated loan agreement secured by a mortgage trust indenture
agreement with AB Capital and Investment Corp., Asian Bank (now
Global Bank), Asiatrust Bank, PDCP Bank (now 1st e-Bank), and
Equitable Banking Corp. (now Equitable PCI Bank). Bulk of the
money lent by the banks came from Land Bank of the Philippines'
Countryside Loan Fund Program.
In 1999, the sugar firm obtained another loan from United
Coconut Planters Bank (UCPB) worth PhP300 million and from
Export and Industry Bank in the amount of PhP100 million. South
Pacific Sugar used as collateral the mortgage trust indenture
agreement it signed with the banks and several real properties
in Mindanao.
Out of the PhP536.23 million debt of South Pacific Sugar, PhP300
million is owed to UCPB, which means the PhP300 million lent by
the bank to the sugar firm in 1999 was not paid in full. South
Pacific Sugar still has to pay Equitable PCIBank PhP46.86
million; Global Bank PhP64.35 million; Asiatrust PhP18.75
million; 1st E-Bank PhP18.5 million and Export and Industry Bank
PhP75 million.
=================
S I N G A P O R E
=================
CSC HOLDINGS: Posts Auditors' Report, Financial Statement Note
--------------------------------------------------------------
The Board of Directors of CSC Holdings Limited announced the
following in relation to the Company's annual report for the
financial year ended 31 December 2001 which were sent to
shareholders on 15 May 2002.
(A) Auditors' Report
"Report of the Auditors to the Members of CSC Holdings Limited"
1. We have audited the financial statements of CSC Holdings
Limited and the consolidated financial statements of the Group
for the year ended 31 December 2001 as set out on pages 10 to
57. These financial statements are the responsibility of the
Company's directors. Our responsibility is to express an opinion
on these financial statements based on our audit.
2. We conducted our audit in accordance with Singapore Standards
on Auditing. Those Standards require that we plan and perform
the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by the directors, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
3. In our opinion,
(a) The financial statements and consolidated financial
statements are properly drawn up in accordance with the
provisions of the Companies Act, Chapter 50 (Act) and Singapore
Statements of Accounting Standard and so as to give a true and
fair view of:
(i) the state of affairs of the Company and the Group as at
31 December 2001 and of the results of the Company and of the
Group and of the cash flows of the Group for the year ended on
that date; and
(ii) the other matters required by Section 201 of the Act to
be dealt with in the financial statements and consolidated
financial statement;
(b) the accounting and other records and the registers required
by the Act to be kept by the Company and by the subsidiaries
incorporated in Singapore have been properly kept in accordance
with the provisions of the Act.
4. In forming our unqualified opinion, we have considered the
adequacy of the disclosures made in Note 2 of the financial
statements concerning the plans of the Company, and the Group to
restructure certain operations, and to implement an asset
disposal programmed and refinance certain bank borrowings and to
raise additional capital from new investors required to ensure
that the Company and the Group are able to pay their debts as
and when they fall due. In addition, as disclosed in note 2B,
the Group has not complied with certain covenants laid down by
its Loan Stock Trustees. The Company plans to convene a meeting
of the holders of the Loan Stock and has received irrevocable
commitments of support from the requisite majority to attend and
vote in favour of a resolution to treat the Company's non-
compliance as not constituting an event of default of terms of
issue of the Loan Stock or the covenants of the Company. The
financial statements have been prepared on the assumption that
the Company and the Group will remain as going concerns. The
assumption is premised on future events the outcome of which is
inherently uncertain.
5. The financial statements do not include any adjustments
relating to the recoverability, and the classification of
recorded asset amounts or to amounts and classification of
liabilities that may be necessary if the Company and the Group
were unable to continue as going concerns.
6. We have considered the financial statements and auditors'
reports of two subsidiaries of which we have not acted as
auditors, being financial statements that are included in the
consolidated financial statements. The names of these
subsidiaries are stated in Note 7 to the financial statements.
7. We are satisfied that the financial statements of the
subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate
and proper for the purposes of the preparation of the
consolidated financial statements and we have received
satisfactory information and explanations as required by us for
those purposes.
8. The auditors' reports on the financial statements of the
subsidiaries were not subject to any qualification and in
respect of subsidiaries incorporated in Singapore did not
include any comment made under Section 207(3) of the Act.
KPMG
Certified Public Accountants
Singapore
30 April 2002
(B) An Extract of Note 2 "Going Concern" of the Financial
Statements
(1) The financial statements have been prepared on a going
concern basis and are based on the assumptions set out below. In
doing so, the directors have considered the likely impact of an
eventual recovery in the construction industry in the Republic
of Singapore on the piling business which forms the core
business of the CSC Holdings Limited Group (the Group) and taken
note of:
(a) the operational cash flows which are projected to be
generated by the piling business and manufacturing and trading
of welded steel fabric, the ability of the Group to secure new
contracts and customers and complete ongoing contracts on normal
business terms;
(b) the plan for and progress to date of orderly disposals of
land held for sale by the Group for repayment of the Group's
indebtedness;
(c) the status of discussion with a creditor-bank to
restructure working capital financing;
(d) the likelihood of succeeding in the Group's claims from a
government agency for delays in the execution of certain
construction contracts;
(e) the progress made by the Group in discussion with
potential investors on new funding for the Group; and
(f) the prospects for the welded steel products of the Group
upon a relocation of the Group's production facilities to
overseas.
In these circumstances, with an assumed eventual recovery in the
Singapore construction industry, the validity of the going
concern assumption is premised on future events, the outcome of
which is dependent on the continuing support of customers,
creditors and creditor-banks, the realization of projected
values in the asset disposal programmed and the ability of the
Group to obtain refinancing of its borrowings and fresh funding
from potential new investors.
(2) Under the terms and conditions of the loan stock, the Group
covenanted that so long as any of the loan stock remains
outstanding, the Group will procure that the consolidated
tangible net worth (as defined in the Trust Deed) of the Group
shall not be less than $38 million.
Further, under the terms and conditions of the loan stock, the
Group will procure that the aggregate amount from time to time
outstanding in respect of all liabilities of the Group shall not
at any time exceed an amount equal to two times the consolidated
tangible net worth of the Group.
As at 31 December 2001, the Company had not complied with these
covenants relating to the consolidated tangible net worth of the
Group. However, the estimated market value of the security for
the loan stock exceeded the nominal amount of the loan stock.
The Company has plans to convene a meeting of the holders of the
loan stock to move an extraordinary resolution, whereby the
approval of the holders of the loan stock will be sought to
treat the Company's non-compliance with the aforementioned
provisions as not constituting any default of the terms of issue
of the loan stock or the covenants of the Company.
The extraordinary resolution requires the approval of the
holders of at least 75% in nominal value of the loan stock. The
Company has received irrevocable and unconditional undertakings
from the holders of more than 75% in nominal value of the loan
stock to attend and vote in favour of such extraordinary
resolution.
(3) The financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts or to amounts and classification of liabilities
that may be necessary if the Company were unable to continue as
a going concern.
PENTON INT'L: Undergoes Financial Restructuring, Bridge Loan
------------------------------------------------------------
Penton International Ltd has on 14 May 2002 appointed Regional
Capital Pte Ltd (RC) and Access Right Securities Ltd (Access)
to:
(i) assist the Company in the financial restructuring of the
Group mainly through identifying potential parties to invest in
the Company by way of subscription for equity in cash or to
acquire a controlling stake in the Company by way of injection
of assets;
(ii) to liaise with such parties identified in (i) above and
assist in the structuring of any such investment; and
(iii) to liaise with the Group's creditors for a debt
standstill/debt restructuring.
The principal purpose of any financial restructuring is the
repayment/restructure of the UK Facilities. RC and Access's
appointments are for a period of 1 year of which the first 90
days (the "Exclusivity Period") is on an exclusive basis.
RC shall be paid a fee of S$100,000 in cash upon the earlier of:
(1) upon completion of investment(s) by any investor(s) whose
commitment to subscribe for shares in the Company is obtained
during the Exclusivity Period, or by investors introduced to the
Company by RC or Access outside the Exclusivity Period, by way
of subscription for shares for aggregate subscription monies of
not less than $5 million, or if such investment is by way of
subscription in tranches, upon the execution of an agreement by
such investor committing to subscribe (whether conditional or
not) for shares in tranches for aggregate subscription monies of
not less than S$5 million (Investment); and
(ii) completion of the acquisition by a third party of a
controlling stake in the Company in consideration of the
injection of assets in the Company (RTO) by any third party
whose commitment to proceed with the RTO is obtained during the
Exclusivity Period, or by a third party introduced to the
Company by RC or Access outside the Exclusivity Period.
Access is similarly entitled to a fee which is payable in the
same circumstances as RC's fee. Such fee will be paid by
Christopher John Culley and is based on the difference in value
of his shares by reference to the market price on 13 May 2002
and as at the date of payment of the fee to Access.
As mentioned above, due to the present situation with the UK
Bank, the UK Subsidiaries are facing cashflow and working
capital problems. Certain payments required for day-to-day
operations are outstanding and one of the key considerations of
the Group had been the securing of immediate funding to meet
payments required for the operations.
In connection with their appointment, RC has agreed to extend a
bridging loan to the Company of up to S$1.5 million (RC Loan) on
the terms and conditions of a loan agreement entered into
between the Company, RC and Atech Moulds Manufacturing Pte Ltd
(Atech), a wholly owned subsidiary of the Company, as guarantor
(Loan Agreement). The RC Loan is being extended for the purpose
of providing working capital for the UK Subsidiaries pending the
restructuring/refinancing of the UK Facilities. An initial
amount of the loan of approximately S$350,000 has been drawndown
and has been utilized to pay certain amounts outstanding by the
UK Subsidiaries and which were required for the UK Subsidiaries
operations to continue.
The RC Loan is repayable on the earliest of the date falling 12
months from the first date on which any amount under the loan is
drawndown or the date on which the SHPL Option is exercised for
subscription monies of not less than S$5 million or the date on
which an investment by way of subscription for equity in cash of
not less than S$5 million is completed.
The RC Loan bears simple interest at the rate of 2% over the S$
prime lending rate of the HongKong and Shanghai Banking
Corporation Ltd in Singapore and is payable monthly in arrears.
Further, the RC Loan is secured by the guarantee from Atech, a
charge over the Company's shares in Atech as well as a fixed
charge granted by Atech in favour of RC over certain machinery
owned by Atech. The Company has also agreed to procure that
subject to the consent of the existing mortgagee, Atech shall
grant to RC a second mortgage over the property at 2 Woodlands
Sector 1 #01-03 Singapore 738068.
In consideration of RC extending the RC Loan to the Company, the
Company has also granted to RC an option to subscribe for up to
5,000,000 new shares in the capital of the Company at a
subscription price of S$0.12 per share (RC Option). Subject to
the approval of shareholders for the issue and allotment of the
shares under the RC Option (RC Option Shares), the approval of
the Singapore Exchange Securities Trading Limited (SGX-ST) for
the listing and quotation the RC Option Shares and if necessary,
the approval of the Securities Industry Council (SIC) being
obtained, the RC Option is exercisable at any time on or before
14 May 2003. If fully exercised, the aggregate subscription
price for the RC Option Shares would be S$600,000 and may be
off-set against any outstanding amounts of the RC Loan.
Background
On 24 April 2002, the Company announced that arising from a
mutual mismatch of expectations, the banking group (UK Bank)
servicing the Company's subsidiaries in the United Kingdom (UK
Subsidiaries) had indicated its intention to disengage itself as
our bankers. In connection therewith, the UK Bank had not
increased the banking facilities extended to the UK Subsidiaries
and had further restrained availability to the UK Subsidiaries.
Since such time, the Group has been using its best endeavors to
find a way to restructure/refinance the facilities extended by
the UK Bank to our UK Subsidiaries (UK Facilities). The UK
Subsidiaries have been in discussions with the UK Bank to
arrange an acceptable schedule for disengagement and to
restructure the UK Facilities but had not been able to reach
agreement with the UK Bank to extend the UK Facilities. The UK
Bank has frozen the UK Facilities and issued a demand letter.
Although the situation had initially begun as a banking problem
of restructuring the UK Facilities, the continued failure to
resolve the situation and the UK Bank restraining the
availability of banking facilities to the UK Subsidiaries is
beginning to have an adverse effect on the operations of the UK
Subsidiaries which face cashflow and working capital problems
and threaten the continued viability of the UK Subsidiaries. In
addition, to compound the situation, a number of customers have
indicated a preference to wait until the situation is resolved
before placing new contracts with the UK Subsidiaries.
As the UK Subsidiaries form an integral and material part of the
Group's operations, any material adverse effect on the UK
Subsidiaries would also have a material adverse on the financial
position and performance of the Group as a whole. The Company
was therefore concerned that the situation with the UK
Facilities be resolved as quickly as possible and the Group has
had discussions with various parties with a view to raising
additional funds for the Group.
To this end, as announced on 24 April 2002, the Company entered
into a conditional memorandum of understanding with Anin
Property Investments (Australia) Limited (Anin) on 24 April 2002
in relation to the proposed subscription for new shares by Anin.
However, Anin has on 10 May 2002 informed the Company that it
had decided not to subscribe for any shares in the Company.
Further thereto, the Company wishes to announce that the
following measures have been taken to resolve the UK Bank
problem and to ensure the continued operations and viability of
the UK Subsidiaries and the Group as a whole:
1. the Company has appointed a financial adviser to assist in
the financial restructuring of the Group;
2. with a view to alleviating immediate cashflow problems,
such financial adviser has extended a bridging loan to the
Company; and
3. the Company has entered into a conditional call option
agreement with Sunningdale Holdings Pte Ltd (SHPL) pursuant to
which SHPL has been granted a conditional option to subscribe
for new shares representing up to 50.05% of the enlarged issued
capital of the Company (SHPL Option).
SEMBCORP LOGISTICS: Posts Change in Capital Group's Holding
-----------------------------------------------------------
Sembcorp Logistics posted a notice of change in the deemed
substantial shareholding of The Capital Group Companies, Inc.
Date of notice to company: 23 May 2002
Date of change of deemed interest: 22 May 2002
Name of registered holder: Raffles Nominees Pte Ltd
Circumstance giving rise to the change: Open market purchase
Shares held in the name of Raffles Nominees Pte Ltd
No. of shares of the change: 75,000
Percentage of issued share capital: 0.01
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: S$2.1653
No. of shares held before change: 26,897,800
Percentage of issued share capital: 3.16
No. of shares held after change: 26,972,800
Percentage of issued share capital: 3.17
Holdings of The Capital Group Companies, Inc including deemed
interest
No. of shares held before change: 79,530,200
Percentage of issued share capital: 9.34
No. of shares held after change: 79,605,200
Percentage of issued share capital: 9.35
Total shares: 79,605,200
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
===============
COGENERATION PUBLIC: EGM Resolves Shares Delisting
--------------------------------------------------
The Cogeneration Public Company Limited notified that the
Extraordinary General Meeting No. 1/2545 held on May 22, 2002
approved the delisting of the Company's shares from
the Stock Exchange of Thailand. Below is the Application Form
for Delisting of Co.'s Shares (F10-7)
Application Form for Delisting of Shares of
The Cogeneration Public Company Limited
Date: 23 May 2002
Attn: Board of Directors
The Stock Exchange of Thailand
We, The Cogeneration Public Company Limited, whose English name
is The Cogeneration Public Company Limited, hereby submits an
application for delisting of shares with the following details:
1. Type of Securities of the Company
1.1 Ordinary shares
1.1.1 In the amount of 1,204,500,000 shares, with par
value of Bt10 each, totalling Bt12,045,000,000
1.1.2 Becoming listed securities on the Stock Exchange of
Thailand from 8 February 1996
1.1.3 The latest trading price: Bt16.70 per share (on the
main board) on 22 May 2002
1.2 Debentures/Convertible Debentures: -None-
1.3 Warrants : -None-
1.4 Other types of securities (please specify): -None-
2. Approval from the meeting of shareholders to delist the
shares
The Extraordinary General Meeting of Shareholders No. 1/2002
held on 22 May 2002 resolved to delist the shares of the Company
from the Stock Exchange of Thailand with the following details:
2.1 The number of all shareholders 1,208 , holding
1,204,500,000 shares.
2.2 The number of small shareholders each of whom holds
shares not more than 5/1000 of the paid-up capital but not less
than 1 board lot 1,076 , holding 13,321,079 shares, representing
1.11 per cent. of the paid-up capital.
2.3 The number of shareholders who attended the meeting
in person 10, holding 59,910 shares.
2.4 The number of shareholders who attended the meeting
and by proxy 31, holding 1,183,582,499 shares, representing
98.26 per cent. of the paid-up capital.
2.5 The number of shareholders who approved the delisting
of shares 28 , holding 1,183,354,299 shares, representing 98.24
per cent. of the paid-up capital.
2.6 The number of shareholders who disapproved the
delisting of shares 3, holding 228,200 shares, representing .019
per cent. of the paid-up capital.
3. Reasons and facts concerning the delisting of shares
Tractebel S.A., the major shareholder of the Company, which
holds approximately 98.23 per cent. of the total issued share
capital of the Company, wishes to delist the Company's shares
from the SET as the delisting would prevent the Company from
being in non-compliance with the listing rule of the SET, in
particular the minority shareholding requirement.
4. The general offer to purchase shares and other securities
convertible into shares of the Company from the shareholders and
holders of such convertible securities.
4.1 Name of the offeror or group of offerors and the
relationship with the Company:
Tractebel S.A.
Tractebel S.A. is the major shareholder of the Company
holding approximately 98.23 percent. of the total issued share
capital of the Company.
4.2 Offer price of the securities (classified into each
type of securities)
- Ordinary shares at Bt17 per share. This will be the net
amount as the Offeror will be responsible for a brokerage fee
and value added tax incurred in connection with the offer price.
4.3 Name of financial advisor of the offeror: Merrill
Lynch Phatra Securities Co., Ltd.
4.4 Name of independent financial advisor: SCB Securities
Co., Ltd.
4.5 Tender offer period: From 30 May 2002 to 2 August
2002 totalling 45 working days.
* The tender offer period specified above may be subject to
changes, depending on the timing required by the Stock Exchange
of Thailand in considering the application for the delisting.
If there occurs any change to the tender offer period
specified above, the Company will immediately inform the
shareholders.
EASTERN PRINTING: Issues Warrant Shares Sale Details
----------------------------------------------------
Eastern Printing Public Company Limited posted the details of
its report to SET on the Results of the Sales of Warrant to
subscribed Ordinary Shares:
Issuer: Eastern Printing Public Company Limited.
Specific Name: Warrant to subscribed ordinary shares of Eastern
Printing Public Company Limited
Offer to: the creditors of the Company under the Business
Rehabilitation Plan
Par Value and Offer Price: Bt4
Total Unit: 134,365,863 Units
Total Value: Bt537,463,452
Right to subscribed ordinaries shares: 1 warrant to 1 Ordinary
Share
Exercise Price: Bt0 to Bt1 Ordinaries Share
Issued Date: May 17, 2002
Maturity Date: December 31, 2009
Schedule of the conversion: During the period starting from 2005
to 2009 on the last business day of each quarter.
Total number of ordinary Shares for conversion: 134,365,863
Units in the par of Bt4 or equal to 53.28 of Paid up capital of
the company at May 17, 2002.
Registrar: Eastern Printing Public Company Limited
TANAYONG PUBLIC: Files Reorg Petition in Bankruptcy Court
---------------------------------------------------------
Real estate developer Tanayong Public Company Limited (DEBTOR)'s
Petition for Business Reorganization was filed at the Central
Bankruptcy Court:
Black Case Number 93/2545
Red Case Number 221/2545
Petitioner: TANAYONG PUBLIC COMPANY LIMITED
Planner: TANAYONG PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt27,091,819,000
Date of Court Acceptance of the Petition: January 22, 2002
Date of Examining the Petition: February 18, 2002 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner: February 18, 2002
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: March 1, 2002
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: March 12, 2002
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: June 12, 2002
Contact: Ms. Niramon Tel, 6792525 ext. 143
THAI HEAT: Discloses Rehabilitation Plan Summary
------------------------------------------------
Thai Heat Exchange Public Company Limited disclosed its
rehabilitation plan summary, as follows:
1. Total debt of 13 financial institutions before restructuring
equals to Bt390.0 million and the accrued interest is amount of
Bt7.3 million. Regarding to the rehabilitation plan, the Bt125.8
million debt would be converted to convertible prefer shares
within 31 March 2002.
The Company has registered the shares with the Commerce Ministry
already.
On 18 April 2002, Supreme Court ordered the judgment, by which
the Company lost the taxation case, the Company has to convert a
debt amount of Bt6.5 million to convertible prefer shares. Now
it is in the process of submitting the documents to Central
Bankruptcy Court and Commerce Ministry.
The remaining debt amount of Bt265.0 million will be fully paid
in 10 years. Interest rate from 2002 - 2003 is 3% per annum,
from 2004 - 2005 is lower MLR or 5% per annum and from 2006 -
2011 is MLR.
2. Account payables pay at normal credit term.
3. The preferential right of labor payables not exceeding
Bt100,000 will be fully paid in the year 2002. The normal labor
payables, which exceeding Bt100,000, will be fully paid in the
year 2005 and accrued interest rate 7.5 percent will be paid in
the year 2006 to 2007.
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
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contained herein is obtained from sources believed to be
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