/raid1/www/Hosts/bankrupt/TCRAP_Public/020603.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, June 3, 2002, Vol. 5, No. 108
Headlines
A U S T R A L I A
AUSTAR UNITED: Discloses Resolutions Passed at AGM
CMG CH: May 24 NAV Per Ordinary Share Reaches A$0.69
DJF PTY: Former Director Receives Three Year Sentence
ENERGY WORLD: Debt Negotiations With CBA Ongoing
FARMER FURNITURE: Director Pleads Guilty to Trading Charges
HIH INSURANCE: Court Imposes Penalties on Former Directors
MCINTYRE GROUP: Queensland Court Appoints Liquidator
PASMINCO LIMITED: Broken Hill Mine Sale Completed
POWERTEL LIMITED: Mutually Agrees Loan Withdrawal With Williams
VOICENET (AUST): Posts AGM Results
C H I N A & H O N G K O N G
ASIA GLOBAL: Purple Comm Fights China Netcom in Takeover Battle
FOSTON DEVELOPMENT: Petition to Wind Up Pending
KEL HOLDINGS: Trims Operations Loss to HK$10,509
POWERSTARHK.COM: Faces Winding Up Petition
PPA DESIGN: Winding Up Petition Set for Hearing
STAR EAST: Proposed Share Placement Long Stop Date Extended
I N D O N E S I A
SEMEN GRESIK: Government Unlikely to Exercise Put Option
* IBRA to Dispose of 2500 Debtors Loan Portfolio Worth R150T
J A P A N
ASAHI BREWERIES: Cutting Low-Malt Beer Prices by June
ASAHI MUTUAL: Denies Retirement Benefit Payoffs to Ex-Directors
DAIEI INC: Selling 99% Stake in Printemps Ginza for JPY4B
HANAE MORI: Fashion House Files for Court Protection
MYCAL CORP: Tokyo Court Orders Mycal Kyushu's Rehab in Fukuoka
NIPPON TELEGRAPH: Finds Way to Cut Cell Phone Noise
SEKISUI CHEMICAL: Moody's Cuts Debt Ratings to Baa3
SNOW BRAND: Five Former Officials Face Fraud Indictments
K O R E A
KOREA ELECTRIC: Moody's Ups Rating One Notch to Baa2
M A L A Y S I A
ANTAH HOLDING: Unit Accepts RM200M Term Loan Facility
GLOBAL CARRIERS: Creditors' OK Revised Scheme of Arrangement
GOLDEN FRONTIER: Strikes off Dormant Subsidiaries
JOHOR CORPORATION: Proposes Final BG Facility Settlement
MALAYSIAN AIRLINE: SC Approves Proposed Sale, Plane Leaseback
METROPLEX: Unit Disposes of Land-Based Property To Repay Debts
SITT TATT: Acquires Dormant Singaporean Shelf Company
TENCO BERHAD: Provides Litigation Info as the KLSE Requests
TIMBERMASTER INDUSTRIES: Tender Offer Briefing Set for June 3
TIME ENGINEERING: Requests June 7 Bondholders' Meeting
TRANSWATER CORP.: Proposes Property Disposal for RM580,000
P H I L I P P I N E S
IONICS INC: Will Close, Sell U.S. Subsidiary to Stem Losses
NATIONAL POWER: Foreign Borrowings May Reach $1.1B
NATIONAL POWER: Meralco Seeks Govt Intervention
PHILIPPINE LONG: Board Holds Meeting, Agenda Unknown
PHILIPPINE LONG: More Parties Eye FirstPac Stake
PHILIPPINE LONG: Shares Up 1.7% on Takeover Talk
SHEMBERG BIOTECH: Expects to Fully Comply With Rehab Terms
* First Pac Confirms MPC, PLDT for Sale
S I N G A P O R E
ASIA FOOD: Reveals More Info on Annual Report
ASIA PULP: Posts Indonesian Subsidiaries' Operating Data
ST ASSEMBLY: On Track to Meet Sales Forecast
T H A I L A N D
BANGKOK RUBBER: Clarifies 20% Decrease in Operation Management
PRESSURE CONTAINER: Business Reorganization Petition Filed
PROPERTY PERFECT: TRIS Cancels Ratings Upon Requests
RAIMON LAND: Shares of Par Value Exercise Completed
STAR PETROLEUM: Creditors Reschedule US$204M Loan
- - - - - - -
=================
A U S T R A L I A
=================
AUSTAR UNITED: Discloses Resolutions Passed at AGM
--------------------------------------------------
Austar United Communications Limited posted the outcome of
resolutions put to the Annual General Meeting held on Thursday
30 May 2002, 11:00 am, National Customer Operations Center, 35
Robina Town Center Drive, Robina, Queensland. The members passed
these resolutions:
1 ANNUAL FINANCIAL, DIRECTORS' AND AUDITOR'S REPORTS
To receive and consider the annual financial report and the
reports of the directors and auditors for the year ended 31
December 2001.
2 RE-APPOINTMENT OF MR JUSTIN GARDENER AS A DIRECTOR
"That Mr Justin Herbert Gardener, who retires by rotation in
accordance with the Company's constitution, be re-appointed as a
director of the Company."
3 RE-APPOINTMENT OF MR JOHN PORTER AS A DIRECTOR
"That Mr John Clinton Porter, who retires by rotation in
accordance with the Company's constitution, be re-appointed as a
director of the Company."
4 RE-APPOINTMENT OF MR JOHN DICK AS A DIRECTOR
"That Mr John W Dick, who retires by rotation in accordance with
the Company's constitution, be re-appointed as a director of the
Company."
5 RE-APPOINTMENT OF MR MARK SCHNEIDER AS A DIRECTOR
"That Mr Mark Schneider, who retires by rotation in accordance
with the Company's constitution, be re-appointed as a director
of the Company."
6 RE-APPOINTMENT OF MR GENE SCHNEIDER AS A DIRECTOR (PASSED AS A
SPECIAL RESOLUTION)
"That Mr Gene Walter Schneider, who has turned 75 years of age,
be re-appointed as a director of the Company to hold office
until the conclusion of the next Annual General Meeting of the
Company."
7 VARIATION OF EXECUTIVE SHARE OPTION PLAN
7.1 "That in rule 5.4 of the Rules of the Austar United
Communications Executive Share Option Plan the expression 'six
percent' be deleted and replaced with the expression 'eight
percent'."
7.2 "That the definition of 'Group' in rule 2.1 of the Rules of
the Austar United Communications Executive Share Option Plan be
deleted and replaced with the following:-
'Group means the Company, UGC Holdings, Inc.,
UnitedGlobalCom, Inc. and all subsidiaries of each of them;'"
8 GRANT OF OPTIONS UNDER THE EXECUTIVE SHARE OPTION PLAN
8.1 "That the Company approves the grant Of 10,000,000 options
to Mr John Clinton Porter under the Executive Share Option Plan
of the Company."
8.2 "That the Company approves the grant of 100,000 options to
Mr John Dick under the Executive Share Option Plan of the
Company."
8.3 "That the Company approves the grant of 100,000 options to
Mr Timothy David Downing under the Executive Share Option Plan
of the Company."
8.4 "That the Company approves the grant of 100,000 options to
Mr Justin Herbert Gardener under the Executive Share Option Plan
of the Company."
9 APPROVAL OF CONVERSION AND SECURITY RIGHTS
"That:
* for the purpose of Australian Stock Exchange Listing Rule
10.11, and for all other purposes, approval is given to the
Company issuing notes (Notes) to United AUN, Inc., (United)
under a Support Agreement between the Company and United dated
22 March 2002 (Support Agreement) on the basis that all Notes
issued on or before 31 December 2006 will be convertible, at the
holder's option, into ordinary shares in the Company in
accordance with the terms of those Notes.
* for the purpose of Australian Stock Exchange Listing Rule
10.1, and for all other purposes, approval is given to the
Company granting security, pursuant to the Debenture Stock Trust
Deed between, among others, AUSTAR Entertainment Pty Limited and
J P Morgan Australia Limited dated 2 April 1997, as amended by
the Debenture Stock Trust Deed Accession and Amendment Deed
dated 19 March 2002 over all of its assets and the assets of its
subsidiaries to United to secure the Company's obligations in
respect of:
- the Notes and the Support Agreement; and
- the Indemnity Agreement between the Company, United
Austar, Inc. and United Australia Holdings, Inc dated 22 March
2002 (Indemnity Agreement).
* for the purpose of section 611 item 7 of the Corporations
Act 2001, and for all other purposes, approval is given to the
acquisition by United and its associates on exercise of a
conversion right in respect of the Notes of a relevant interest
in up to 320,810,000 voting shares in the Company, as such
number may be adjusted from time to time in accordance with the
terms of the Notes or the Company making distributions to
shareholders, or reorganizing or otherwise changing its share
capital (except to the extent that the adjustment increases the
voting power of United and its associates by more than
the maximum set out in the explanatory memorandum accompanying
the notice of this meeting).
* for the purpose of section 208(2) of the Corporations Act
2001, and for all other purposes, approval is given to:
- the Support Agreement and the issue of Notes and giving
of financial benefits under that agreement; and
- the Indemnity Agreement and the giving of financial
benefits under that agreement."
CMG CH: May 24 NAV Per Ordinary Share Reaches A$0.69
----------------------------------------------------
CMG Ch China Investments Limited advised that its unaudited net
asset value (NAV) per ordinary share was A$0.69 as at 24 May
2002 (A$0.70 as at 17 May 2002). The NAV calculation values
investments using current market values and exchange rates and
is also after provision for tax on both realized and unrealized
gains.
CMG CH invests primarily in the equity of companies whose assets
and businesses are located predominantly in China. Equity
investments accounted for 100% of 2001 revenues. Wrights
Investors' Service reports that the Company reported negative
earning as of December 31, 2001. It hasn't paid dividends during
the last 12 months.
DJF PTY: Former Director Receives Three Year Sentence
-----------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), said on May 29 that Mr Ian Robert
Frost was sentenced to three year's jail time. He must serve 18
months before he is eligible for parole.
DJF was involved in the sale of farm and earth-moving equipment
and went into liquidation on 4 May 1999 with debts of more than
$2.5 million.
Mr Frost, a former director of DJF Pty Ltd, which traded as MI
Machinery at Youngtown in Launceston, was sentenced after
pleading guilty to 12 charges of fraud brought by ASIC. The
Commonwealth Director of Public Prosecutions handled the matter.
Mr Frost pleaded guilty to assisting DJF in fraudulently
obtaining more than $1.5 million in financing by providing false
invoices and other documentation. Mr Frost also deposited checks
into DJFs bank account when it was not entitled to the proceeds
of the cheques.
During sentencing, Justice Crawford said that he was satisfied
that the only appropriate punishment in this case was one of
imprisonment in light of the systematic fraud committed over an
extended period of time, the large sum of money obtained as a
result and the losses suffered by the victims.
Mr Frost has also entered into a $2000 recognizance for good
behavior two years from the date of his release.
ENERGY WORLD: Debt Negotiations With CBA Ongoing
------------------------------------------------
The Directors of Energy World Corporation Limited advised that
the CBA and its appointed independent expert are still
evaluating and discussing with the Company plans to permit the
outstanding obligations to the CBA to be paid in full.
Pending an outcome to these discussions on the CBA have agreed
to defer the next repayment due to the CBA for a further period
until 07 June 2002.
Further details in respect of these agreements will be advised
to Shareholders when matters have been resolved between the
Company and the CBA.
For further enquiries, please contact Mr Stewart Elliott, EWC
Managing Director or Mr Brian Allen on telephone number 612-9247
6888.
FARMER FURNITURE: Director Pleads Guilty to Trading Charges
-----------------------------------------------------------
Mrs Barrie-Ann Morgan, a former director of the Perth-based
company Farmer Furniture Pty Ltd, on Thursday pleaded guilty in
the Western Australian Supreme Court to 14 charges alleging
insolvent trading brought by the Australian Securities and
Investments Commission (ASIC).
Mrs Morgan pleaded guilty to defrauding 14 creditors of Farmer
Furniture between 27 May and 7 July 1997 by failing to prevent
Farmer Furniture from incurring debts at a time when she was
aware that reasonable grounds existed to suspect the business
was insolvent.
Mrs Morgan was scheduled to face an eight-week trial starting 10
June 2002, but following Thursday's guilty plea she was
sentenced to a three-year $20,000 personal recognizance bond to
be on good behavior. The Commonwealth Director of Public
Prosecutions prosecuted this matter.
HIH INSURANCE: Court Imposes Penalties on Former Directors
----------------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), said that orders made on Friday
by the Supreme Court of New South Wales against certain former
directors of HIH Insurance Limited (HIH) highlighted the serious
consequences that can flow from a failure of good corporate
governance.
The three defendants, former HIH director, Rodney Adler, former
HIH Chief Executive Officer, Ray Williams and former HIH Chief
Financial Officer, Dominic Fodera, were found by Justice Santow
to have breached their duties under the Corporations Act in a
judgment handed down on 14 March 2002. Orders were also made
against Adler Corporation Pty Ltd.
The breaches related to a payment of $10 million by an HIH
subsidiary (HIH Casualty and General Insurance Ltd) to Pacific
Eagle Equities Pty Ltd, a company of which Mr Adler was a
director.
His Honor on Friday made these orders against the respondents:
* Mr Adler was banned from acting as a director of any
company for a period of 20 years;
* Mr Adler and Adler Corporation were each ordered to pay
pecuniary penalties of $450,000 (totaling $900,000);
* Mr Williams was banned from acting as a director of any
company for a period of 10 years and was ordered to pay
pecuniary penalties of $250,000; and
* Mr Fodera was ordered to pay pecuniary penalties of $5,000.
In addition, Messrs Adler and Williams and Adler Corporation
were ordered to pay aggregate compensation of $7,958,112 to HIH
Casualty and General Insurance Limited (subject to verification
of the calculation of interest).
Costs have been ordered equally against all four defendants
(Messrs Adler, Williams and Fodera and Adler Corporation),
subject to submissions.
Mr Knott noted that, as the matter is under appeal from Mr
Adler, ASIC does not propose to comment further at this time.
MCINTYRE GROUP: Queensland Court Appoints Liquidator
----------------------------------------------------
The Supreme Court of Queensland at Brisbane has appointed
Bradley Vincent Hellen as provisional liquidator of five
companies whose sole director is Noosa businessman Jamie Neville
McIntyre.
The appointment follows an application by the Australian
Securities and Investments Commission (ASIC), which considered
that there was a need for an independent person to examine the
affairs of the companies.
Mr Hellen was appointed provisional liquidator of:
* Visual Changes Pty Ltd,
* Cashflow Creation Pty Ltd,
* JNMAC Pty Ltd,
* JNMAC2 Pty Ltd and
Jaymac Communications Aust No 2 Pty Ltd (Jaymac No 2).
Mr Hellen's appointment follows orders made by the Court on 27
March 2002 appointing him as receiver over the assets of the
above companies.
The Court also terminated the Deed of Company Arrangement in
respect of Jaymac No 2.
Jaymac No 2 and Visual Changes Pty Ltd traded as 21st Century
Academy carrying on the business of holding seminars and
supplying books, videos and tapes for personal development and
wealth creation throughout Australia.
The Court ordered the companies pay the costs of ASIC's
application. ASIC's investigation is continuing.
PASMINCO LIMITED: Broken Hill Mine Sale Completed
-------------------------------------------------
Pasminco Limited announced on Friday completion of the sale of
its BrokenHill mine lead-zinc silver mine in New South Wales to
Perilya Limited.
Commenting on the completion, Chief Executive Officer Greig
bailey said that the sale of the Broken Hill mine was a good
outcome for all stakeholders and an important step in
restructuring the asset base prior to re-floating the company
later in the year.
The sale price of A$90 million will be paid in installments.
A$35 million has been paid on May 31 and A$55 million will be
paid in the form of deferred volume i d price linked payments.
Supply contracts have been agreed for on-going delivery of
Broken Hill concentrates to the Hobart zinc smelter and Port
Pine lead smelter at commercial terms.
POWERTEL LIMITED: Mutually Agrees Loan Withdrawal With Williams
---------------------------------------------------------------
Powertel Limited announced that Williams Communication LLC and
the Company mutually agree to withdraw Resolution No 4, which
deals with the conversion terms of the Williams' subordinated
loan to PowerTel, from the agenda at Annual General Meeting of
PowerTel held on Friday, May 31, 2002.
Chairman John Bumgarner addressed the shareholders at the AGM:
"After discussions with our financial advisors, and recognizing
the feedback from some PowerTel shareholders that they would
prefer to participate in a similar type issue, PowerTel
considers that the withdrawal of the resolution will give
PowerTel an opportunity to pursue an alternative range of
financing strategies to strengthen its balance sheet.
"PowerTel will return to shareholders with a more, comprehensive
package for their consideration in due course.
"There will be two presentations before the formal business of
the meeting. First, Stephen Butler will speak about PowerTel's
performance in 2001 and its progress since the end of the 2001
financial year. He will be followed by chairman-elect Miller
Williams, who will give you his view of the company's future.
"There has been a change in the company's auditors. Under an
agreement reached with the Australian Securities and Investment
Commission and Arthur Andersen, Ernst & Young will be our new
auditors effective 27 May 2002, due to the merger of Arthur
Andersen and Ernst & Young.
"Craig Jackson, who led PowerTel's audit team at Arthur
Andersen, and is now a partner at Ernst & Young, is with us
today.
"We will seek shareholder ratification of this change at the
next meeting of shareholders.
"As stated in the 2001 annual report, this will be my last
annual general meeting as chairman. I would like to thank the
board, Chief Executive Officer Stephen Butler, the management
team and all PowerTel employees for their efforts in the past
year and during my tenure as Chairman."
VOICENET (AUST): Posts AGM Results
-----------------------------------
Voicenet (Aust) Limited announced that its Annual General
Meeting of shareholders was held on Friday morning and the
business of the meeting as detailed in the notice of meeting was
dealt with as follows:
Accounts and reports
The accounts and reports were received and considered by the
meeting.
Re-election of Director (Resolution 2(a))
Mr Michael B Silver was re-elected by a show of hands.
Re-election of Director (Resolution 2(b))
Mr Lindsay C S Sanford was re-elected by a show of hands.
Re-election of Director (Resolution 2(c))
Ms Michael J lvkovic was re-elected by B show of hands.
Issue of shares to creditors (Resolution 3(a))
The issue of 34,000,OOO shares to creditors was approved by a
show of hands
Issue of options to key personnel (Resolution 3(b))
The issue of 5,200,000 to key personnel was approved by a show
of hands.
================================
C H I N A & H O N G K O N G
================================
ASIA GLOBAL: Purple Comm Fights China Netcom in Takeover Battle
---------------------------------------------------------------
Hong Kong-based telecommunications company Purple Communications
Ltd. plans to bid for Asia Global Crossing Ltd., setting up a
takeover battle with China Netcom Communication Group Corp., the
Asian Wall Street Journal reported Friday, citing people close
to the negotiations.
The paper added that the American International Group Inc. fund
and AIG Asian Infrastructure Fund II LP will financially back
Purple Communications, though they revealed no financial
details.
Asia Global Crossing is seeking investors to stay in business
after parent, Global Crossing Ltd., which filed for U.S.
bankruptcy protection in January, refused to lend it $400
million.
The Asian company has said it may issue new shares to dilute its
parent's 59 percent stake, enabling a change of control.
FOSTON DEVELOPMENT: Petition to Wind Up Pending
-----------------------------------------------
The petition to wind up Foston Development Limited is set for
hearing before the High Court of Hong Kong on August 7, 2002 at
10:00 am. The petition was filed with the court on April 30,
2002 by Tse Chi Tong of Flat 205, Cardinal Industrial Building,
17 On Lok Mun Street, Fanling, New Territories, Hong Kong.
KEL HOLDINGS: Trims Operations Loss to HK$10,509
------------------------------------------------
KEL Holdings Limited announced on 30 May 2002:
(stock codes: Ord: 681 & War: 319)
Year end date: 31/3/2002
Currency: HKD
Auditors' Report: Modified
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/4/2001 from 1/4/2000
to 31/3/2002 to 31/3/2001
('000) ('000)
Turnover : 19,117 14,095
Profit/(Loss) from Operations : (10,509) (29,904)
Finance cost : (365) 63,664
Share of Profit/(Loss) of Associates : 0 0
Share of Profit/(Loss) of
Jointly Controlled Entities : 0 0
Profit/(Loss) after Tax & MI : (10,860) 33,765
% Change over Last Period : N/A
EPS/(LPS)-Basic : (1.48 cents) 7.26 cents
-Diluted : N/A 6.73 cents
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit/(Loss) after ETD Items : (10,860) 33,765
Final Dividend per Share : NIL NIL
(Specify if with other options) : NIL NIL
B/C Dates for Final Dividend : N/A
Payable Date : N/A
B/C Dates for Annual General Meeting : 2/7/2002 to 4/7/2002 bdi.
Other Distribution for Current Period: N/A
B/C Dates for Other Distribution : N/A
Remark:
EARNINGS/(LOSS) PER SHARE
The calculation of basic earnings/(loss) per share is based on
the net loss attributable to shareholders for the year of
HK$10,860,000 (2001:
net profit of HK$33,765,000) and the weighted average number of
735,819,000 (2001: 465,355,000) shares in issue during the year.
The diluted loss per share for the year ended 31 March 2002 has
not been disclosed, as the convertible notes and warrants
outstanding during the year had an anti-dilutive effect on the
basis loss per share for this year.
The calculation of diluted earnings per share in prior year is
based on the net profit attributable to shareholders for the
year of HK$33,884,000, which comprised the HK$33,765,000 used in
the basic earnings per share calculation and the HK$119,000
interest expense on the convertible notes assumed to be saved on
the deemed exercise of all convertible notes outstanding in
prior year. The weighted average number of shares used in the
calculation is 503,581,000 shares, which comprised the
465,355,000 shares used in the basic earnings per share
calculation and the weighted average of 38,226,000 shares
assumed to had been issued at no consideration on the deemed
exercise of all convertible notes outstanding in prior year.
POWERSTARHK.COM: Faces Winding Up Petition
------------------------------------------
The petition to wind up Powerstarhk.Com Limited is scheduled to
be heard before the High Court of Hong Kong on July 3, 2002 at
10:30 am.
The petition was filed with the court on March 18, 2002 by Chan
Chung Ming of Flat C, 4th Floor, Block B, Eastland Towers, 167B-
167E Pratas Street, Cheung Sha Wan, Kowloon, Hong Kong.
PPA DESIGN: Winding Up Petition Set for Hearing
-----------------------------------------------
The petition to wind up PPA Design Limited is scheduled for
hearing before the High Court of Hong Kong on July 10, 2002 at
9:30 am. The petition was filed with the court on April 9, 2002
by Shek Kin Ping of Unit 6, 3/F., Block 49, Heng Fa Chuen, Chai
Wan, Hong Kong.
STAR EAST: Proposed Share Placement Long Stop Date Extended
-----------------------------------------------------------
Star East Holdings Limited announced that as additional time is
required for completion of the necessary procedures for the
fulfillment of a condition precedent as stipulated in the Second
Placing Agreement, the Company has entered into an amendment
agreement with Peace Town Securities Limited on 30 May 2002
pursuant to which the long stop date referred to in clause 2.2
of the Second Placing Agreement has been extended from 30 May
2002 to 12 June 2002.
It is intended that completion of the Second Placing will occur
on the first business day after the satisfaction of the
conditions of the Second Placing which is currently expected to
be on or about 7 June 2002.
Save for the above amendment, all the other provisions of the
Second Placing Agreement will remain in full force and effect.
=================
I N D O N E S I A
=================
SEMEN GRESIK: Government Unlikely to Exercise Put Option
--------------------------------------------------------
The government has decided not to conduct a put option with PT
Semen Gresik as it expired December 14 last year, Asia Pulse
reported, quoting State Minister for State Firms Laksamana
Sukardi.
"Actually the issue should no longer be raised as the government
has also cooled down on it as well on the spin off issue which,
according to agreement, will no longer be made a problem,"
Sukardi said, adding that the privatization target for 2001 had
so far been low because of such problems besides unsupportive
market and socio-political condition at the time.
In 2001 the privatization of state-owned companies only raised
Rp3.5 trillion (around US$350 million) or was below the target
of Rp6.5 trillion.
He added that the proceeds were collected from the sale of 30
percent government stake in PT Sucofindo worth Rp400 billion and
the release of government equity at Telkom worth Rp3.1 trillion.
He said privatization of Semen Gresik failed because some
regions accommodating its companies wished to have a stake in
them. It had also been slow because of opinion-making that the
effort was not based on a strong foundation.
* IBRA to Dispose of 2500 Debtors Loan Portfolio Worth R150T
------------------------------------------------------------
Indonesia Bank Restructuring Agency (IBRA) announced its massive
loan disposal program, offering 2500 debtors loan portfolio
consisting of both restructured and unrestructured loans
totaling Rp150 trillion.
The debtors were originally classified as commercial (Rp5-50
billion) and corporate debtors (> Rp50 billion). Among the
number, commercial debtors previously managed by outsourcing
agents (Bank Danamon, Bank BNI, Bank Bukopin and Bank Artha
Graha) are also to be disposed in this loan sales.
The disposal mechanism will be carried out through direct
selling and auction. The current sales program is open to
domestic and foreign investors. The prospective investors who
wish to participate should note the schedule below:
I. Direct Selling
Activity Start Close
Registration 03 June 2002 16 July 2002
Due diligence 03 June 2002 16 July 2002
Submission and Open bid I 17 June 2002 17 June 2002
Winner Announcement I 24 June 2002 24 June 2002
Final Payment I 24 June 2002 28 June 2002
S&P Agreement and loan transfer I 24 June 2002 05 July 2002
Loan transfer document I 05 July 2002 19 July 2002
Submission and open bid II 17 July 2002 17 July 2002
Winner Announcement II 24 July 2002 24 July 2002
Final Payment II 24 July 2002 30 July 2002
S&P Agreement and loan transfer II 24 July 2002 07 Aug 2002
Loan transfer document II 07 Augt 2002 22 Aug 2002
II. Auction
Activity Start Close
Registration 03 June 2002 16 July 2002
Due diligence 03 June 2002 16 July 2002
Submission bid 17 July 2002 17 July 2002
Open bid 17 July 2002 17 July 2002
Winner announcement 24 July 2002 24 July 2002
Final payment 24 July 2002 30 July 2002
S & P Agreement 24 July 2002 07 August 2002
Document transfer 07 August 2002 22 August 2002
Note: IBRA has a right to alter the schedule without prior
notice
Prospective investors in need of further information about this
loan sales program should submit a Letter of Interest and pay an
administration fee. Interested investors must submit to IBRA
their respective Company Profile, the latest Financial Report, a
copy of its Company of Establishment and sign the No Conflict of
Interest Letter. Further information on these requirements can
be obtained through our Investor Relations Division.
This loan sales program is part of IBRA's effort to escalate the
sales proceeds through transparent, fair and competitive
mechanism.
=========
J A P A N
=========
ASAHI BREWERIES: Cutting Low-Malt Beer Prices by June
------------------------------------------------------
Asahi Breweries Ltd., maker of Japan's best-selling beer, will
reduce in late June the price of the 350-milliliter can of its
main low-malt beer product by Y10 to Y135. A 500-milliliter can
of the same product, known as happoshu, will also be reduced to
Y185 to Y195, Dow Jones Newswires reported, citing the Nihon
Keizai Shimbun.
The cut in prices of low-malt beer, according to the report,
will stimulate sales during the summer season, when demand for
the beer is at its peak.
Earlier this month, Asahi Breweries of Sumida-ku in Tokyo
reported that its first-quarter loss narrowed to Y278 million
from Y5 billion the same quarter last year on lower costs at its
money-losing soft-drink unit and the effect of a change in
employee pension fund accounting rules. Sales, however, fell 1.7
percent to Y267.6 billion.
At the end of 2001, Asahi Breweries had negative working
capital, as current liabilities were Y618.85 billion while total
current assets were only Y412.63 billion.
ASAHI MUTUAL: Denies Retirement Benefit Payoffs to Ex-Directors
---------------------------------------------------------------
Troubled Asahi Mutual Life Insurance Co. will not pay retirement
benefits to the 13 directors who left the Company at the end of
March, Kyodo News reported, citing company officials.
In February, the Tokyo insurer released a management
rehabilitation plan that called for focusing on business
promising high profitability and streamlining or pulling out of
corporate insurance products.
Asahi Mutual was seeking a capital injection from its major
creditor banks, such as Dai-Ichi Kangyo Bank, in order to
improve its financial status.
Earlier this month, Asahi Mutual divested from a real estate
investment trust (REIT) firm after it decided REIT's are not
essential to its key operations. The Company had a 20 percent
stake in the Y350 million Tokyo Realty Investment Management
Inc. Tokyo Tatemono Co., Yasuda Mutual Life Insurance Co.,
Taisei Corp. and Yasuda Real Estate Co. each had held 20
percent.
DAIEI INC: Selling 99% Stake in Printemps Ginza for JPY4B
---------------------------------------------------------
Daiei Inc., currently in a restructuring program, has agreed on
Thursday to sell its 99 percent equity stake in subsidiary
department store Printemps Ginza S.A. to Japan's largest mass-
circulation daily, the Yomiuri Shimbun, for an estimated 4
billion yen, Kyodo News reported.
The transaction will take effect June 14, the debt-swamped giant
supermarket chain operator said.
Earlier, shareholders of Daiei Inc approved the ailing
supermarket chain operator's new three-year restructuring
program featuring a 99 percent capital cut and 520 billion yen
in financial support from its three main creditor banks.
The new restructuring plan is aimed at drastically improving
Daiei's earnings to 54 billion yen at the end of February 2005
from 1.52 billion yen at the end of last February. Daiei has
current assets of US$9.8 billion against current liabilities of
US$22.4 billion.
It also calls for reducing Daiei's group interest-bearing debts,
excluding debts owed by consumer credit service subsidiary Daiei
OMC Inc., to 900 billion yen at the end of February 2005 from
1.8 trillion yen at the end of last August, so the Kobe-based
company can resume dividend payments on common shares by the end
of February 2005.
Under the program, Daiei will cut its capital to 500 million yen
from the current 112 billion yen. Proceeds will be used to cover
some of its massive losses. The Company reported group net
losses of 332.51 billion yen (US$2.58 billion) in the year that
ended February 28 from the 45.89 billion yen in profits the
previous year.
HANAE MORI: Fashion House Files for Court Protection
----------------------------------------------------
Leading Japanese fashion house, Hanae Mori International Co.,
applied to the Tokyo District Court for protection from
creditors Thursday after giving up efforts to rehabilitate
itself, Kyodo News reported.
Hanae Mori, which sells expensive women's clothing through
department stores and boutiques across the country, buckled
under liabilities totaling some 10.1 billion yen ($80 million),
company lawyer Nobuo Okada said.
The brand has suffered declining sales since the mid-1990s amid
Japan's prolonged economic slump and competition from overseas.
At its height in 1991, the Company posted annual sales of 11.7
billion yen ($94 million), and expanded its business into
various areas, including restaurants.
MYCAL CORP: Tokyo Court Orders Mycal Kyushu's Rehab in Fukuoka
--------------------------------------------------------------
The Tokyo High Court reversed a lower court ruling Thursday and
decided to have the Fukuoka District Court launch rehabilitation
procedures for Mycal Kyushu, Kyodo News reported.
A company lawyer said that the court ruling states that as Mycal
Kyushu is based in Fukuoka, the local court should mandate its
rehabilitation procedures.
In September last year, debt-saddled supermarket chain operator
Mycal Corp filed with the Tokyo District Court for protection
from creditors under the Civil Corporate Revival Law. Six of its
group firms, such as DacVivre Co., based in Sendai (Miyagi
Prefecture), and Mycal Kyushu Co., based in Fukuoka, also filed
for bankruptcy protection under the same law.
The following month the Court approved to the launch of
reconstruction procedures with the help of major retailer Aeon
Co. Mycal Kyushu owed its parent, Mycal Corp., 31.8 billion
yen.
NIPPON TELEGRAPH: Finds Way to Cut Cell Phone Noise
---------------------------------------------------
Nippon Telegraph & Telephone Corp. has developed a way to
eliminate noise from cellular phone conversations, Dow Jones
Newswires reported, citing the Nihon Keizai Shimbun.
The Company said the method works so well that a person talking
to someone from inside a factory, sounds to the listener like
they are talking from inside a library.
As part of the new method, the signal received by the cell phone
is analyzed to separate the conversation from continuous
monotonous sounds. Sounds as loud as 20 decibels can be cut out
of the conversation.
Tokyo's NTT was badly burned when info-technology boom came to a
halt, forcing the Company to take a one-time charge of 1.4
trillion yen in the year ended March 31.
SEKISUI CHEMICAL: Moody's Cuts Debt Ratings to Baa3
---------------------------------------------------
Moody's Investors Service has on May 29 lowered the senior
unsecured debt ratings of Sekisui Chemical Co., Ltd.'s to Baa3
from Baa2. The Japanese shelf registration rating was also
lowered to (P)Baa3 from (P)Baa2.
The rating action reflects Moody's view that current drastic
restructuring efforts may not significantly reduce the
volatility of the company's performance in an increasingly
difficult economic environment, especially in the Japanese
housing market.
Sekisui Chemical has been taking additional restructuring
actions, which began in the middle of 2001. The Osaka-based
prefabricated housing maker has aggressively implemented
restructuring plans to lower the fixed cost of its housing
business by closing manufactured housing production lines, and
cutting a large number of employees.
The credit ratings agency believes that Sekisui Chemical's
earnings volatility will be reduced as a result of its
restructuring efforts. However, Moody's is concerned that it may
take some time for the company to achieve acceptable returns and
recover its competitiveness because of increasingly intensive
competition in the housing market.
SNOW BRAND: Five Former Officials Face Fraud Indictments
--------------------------------------------------------
Prosecutors have indicted five former officials of the defunct
scandal-tainted Snow Brand Foods Co. on Thursday for defrauding
an industry body out of some 200 million yen by falsely labeling
beef under a government-run beef-buyback scheme devised after
the mad cow scare last year, Kyodo News reported.
The five include Shigeru Hatakeyama, former head of the
company's meat sales and procurement division, Tetsuaki
Sugawara, former head of the company's Kansai Meat Center in
Itami, Hyogo Prefecture, and Masao Hirose, who headed the firm's
processed meat section.
The two others are Shizuo Sugiyama, former section chief at
Hatakeyama's division, and Yusuke Tazaki, former head of the
company's Kanto Meat Center in Kasukabe, Saitama Prefecture,
north of Tokyo.
All the five men were arrested May 10.
On May 18, police arrested Hiromi Sakurada, a former executive
director of Snow Brand Foods Co. and Masami Inoue, its managing
director, on similar allegations.
The Chuo-ku, Tokyo-based Snow Brand Foods, a subsidiary of Snow
Brand Milk Products Co., disbanded April 30 as earnings
deteriorated sharply.
Two weeks ago, Snow Brand Milk of Shinjuku-ku in Tokyo posted a
group net loss of 71.74 billion yen in the business year to
March 31, 35 percent worse than the year before, due to plunging
sales in the wake of a food mislabeling scandal at its meat
packing subsidiary.
=========
K O R E A
=========
KOREA ELECTRIC: Moody's Ups Rating One Notch to Baa2
-----------------------------------------------------
Moody's Investors Service on Thursday upgraded the senior
unsecured rating of Korea Electric Power Corporation (Kepco),
South Korea's only fully integrated power utility, to Baa2 from
Baa3.
According to the credit ratings agency, the upgrade reflects
Kepco's improved stability in its operating performance and
financial position, supported by the continuing growth in the
Korean economy and sustainability of domestic electric demand.
The upgrade also incorporates expectation that the on-going
industry reform will bring the benefits of a lower business risk
profile to Kepco over time.
"It also reflects our expectation that reforms will be
implemented in a manner that manages Kepco's exposure to power
price volatility in the early years," Moody's said.
Moody's expects that cash to be raised from the sale of the
gencos and other non-core assets, such as PowerCom, will help
fund Kepco's capital expenditure and reduce it's financial
leverage. However, it remains uncertain at this stage as to the
timing and amount to be realized, and whether Kepco will have
full control on the cash proceeds to repay debt.
Kepco is directly and indirectly (through KDB) 53.9 percent-
owned by the Korean Government.
===============
M A L A Y S I A
===============
ANTAH HOLDING: Unit Accepts RM200M Term Loan Facility
-----------------------------------------------------
The Board of Antah Holdings Berhad informed that Kaseh Lebuhraya
Sdn Bhd, a wholly owned subsidiary company of Antah which is the
concessionaire for the Kajang Seremban Highway project, on 28
May 2002 accepted the offer from Bank Pembangunan &
Infrastruktur Malaysia Berhad a RM200 million Term Loan Facility
subject to the terms and conditions of the Bank's offer letter
dated 21 May 2002. The Term Loan Facility will be used to part
finance the construction cost of the Highway project.
In addition, Kaseh had also appointed Abrar Discounts Berhad as
lead arranger for a Serial Al Bai Bithaman Ajil Islamic debt
securities of up to RM600 million to part finance the above
Highway project. Upon completion of due diligence and receipt of
approvals from the relevant authorities for the above financing
facilities, Kaseh would have secured a total of RM800 million
financing facilities for the Highway project, which is due for
completion in 2004.
GLOBAL CARRIERS: Creditors' OK Revised Scheme of Arrangement
------------------------------------------------------------
Global Carriers Berhad, further to its announcement on
24 May 2002 on the Revised Scenario to the Proposed Composite
Scheme of Arrangement, the Proposed BSNC Leasing (M) Sdn Bhd
Settlement Scheme, and the Proposed Non-Financial Creditors
Settlement Scheme, advised that the scheme involving Global
Carriers Property Sdn Bhd and its sole secured creditor,
Danaharta Managers Sdn Bhd (Danaharta) was approved during the
adjourned court-convened creditors' meeting held on 28 May 2002.
The approval by the scheme creditor was granted with certain
amendments to the original scheme that was set out in the
Explanatory Statement dated 27 March 2002 and Circular to
Shareholders dated 15 December 2001. The secured debt of
RM53,941,419 owing to Danaharta shall now be settled in the
following manner:
1. The RM35 million portion of the secured debt shall be
restructured into a one-year term loan, instead of the disposal
and set-off arrangement of the subject property, Plaza
Pekeliling, to Danaharta or its nominees at the same value.
2. In respect of the term loan, the interests on the term
loan shall be charged at 2% per annum above Maybank Berhad's
base lending rate to be serviced on a monthly basis, with
settlement of the term loan in a single bullet repayment at the
end of the tenure. All other security arrangement, namely
corporate guarantee by the Company, to remain.
3. The balance of the debt of RM18,941,419 shall be satisfied
by the conversion of the entire amount into 18,941,419
redeemable convertible cumulative preference shares (Class C) of
RM1.00 each at par in the Company, as proposed.
4. The terms and conditions of the above said preference
shares remain unchanged.
Only one other adjourned scheme creditors' meeting involving
Marina Shipping Sdn Bhd remains outstanding. The Company shall
make the relevant announcement once the date for the meeting has
been fixed.
The Company shall advise the relevant authorities accordingly of
variations to the approved schemes once all the creditors'
meetings have been completed.
GOLDEN FRONTIER: Strikes off Dormant Subsidiaries
-------------------------------------------------
The Board of Directors of Golden Frontier Berhad announced that
it has during the Board of Directors' Meeting on 29 May 2002
decided to strike-off its dormant subsidiary companies:
1. Golden Frontier Development Sdn Bhd;
2. Golden Frontier Packaging (Perak) Sdn Bhd; and
3. Golden Frontier Packaging (Kedah) Sdn Bhd
The Company Secretary is instructed to take all necessary action
on the above.
JOHOR CORPORATION: Proposes Final BG Facility Settlement
--------------------------------------------------------
Johor Corporation (JCorp) and certain of its subsidiaries,
pursuant to JCorp's debt restructuring exercise which is under
the purview of the Corporate Debt Restructuring Committee,
had on 24 May 2002, signed a conditional Debt Restructuring
Agreement (DRA) with their respective creditors.
Via the same DRA, Johor City Development Sdn Bhd (JCD) and JCorp
had also entered into a proposed full and final settlement with
the guarantor banks of the RM400 million Bank Guarantee
Facility.
The total amount due by JCD to the guarantor banks of
approximately RM414 million under the BG Facility is part of the
total amount of debt of JCorp and its subsidiaries totaling to
RM4.032 billion, which is currently being restructured under the
said debt workout.
Upon completion of the DRA, the guarantor banks are expected to
release JCD and Damansara Realty Berhad (DBHD) from any
obligations whatsoever under the BG Facility and this shall
include the release and discharge of the various assets of JCD
and DBHD currently pledged to the guarantor banks.
MALAYSIAN AIRLINE: SC Approves Proposed Sale, Plane Leaseback
-------------------------------------------------------------
Aseambankers Malaysia Berhad, on behalf of the Board of
Directors of Malaysian Airline System Berhad, announced that the
Securities Commission (SC) had approved the Proposed Sale and
Leaseback of Eight (8) aircraft to Aircraft Business Malaysia
Sdn Bhd for a total consideration of approximately RM3.867
billion of which the proceeds would be utilized for the
repayment of the Japanese Yen loan comprising Y40.0 billion
fixed rate note maturing on 29 May 2002 and Y10.0 billion
floating rate note maturing on 31 May 2002 (approximately RM1.5
billion) and the balance will be utilized for the part payment
of the purchase price for five (5) newly acquired aircraft to
the aircraft manufacturer.
The utilization of the above proceeds is subject to:
i) the approval of the SC must be obtained for any change in
the utilization of the proceeds arising from the Proposed Sale
and Leaseback other than those utilized for the core business of
MAS;
ii) the approval of MAS's shareholders must be obtained for
the utilization of the proceeds arising from the Proposed Sale
and Leaseback of Aircraft and for any variation of 25% or more
of its original utilization. Appropriate disclosure to MAS
shareholders is to be made if the variation is less than 25%;
iii) any extension in the timeframe for the utilization of
the proceeds must be approved through a resolution of MAS's
Board of Directors and full disclosure must be made to the Kuala
Lumpur Stock Exchange; and
iv) appropriate disclosure on the utilization of proceeds
from the Proposed Sale and Leaseback of Aircraft are to be made
in MAS's Quarterly Report and Annual Report until the proceeds
are fully utilized.
Furthermore, the SC's approval for the Proposed Sale and
Leaseback of Aircraft is also subjected to the compliance of any
other conditions imposed by other relevant authorities (if any)
and the full compliance of the relevant requirements as
stipulated under the SC's Policies and Guidelines on Issue/Offer
of Securities (Guidelines), especially the requirements as
stated under Chapter 18 of the SC's Guidelines.
MBF HOLDINGS: Posts CCM Results on Proposed SOA
------------------------------------------------
The Board of Directors of MBf Holdings Berhad (MBfH), further to
the announcement dated 10 October 2001 pertaining to the
Proposed Scheme of Arrangement (SOA) of MBf Hotels (M) Sdn Bhd
(MBf Hotels), announced the results of the court convened
meetings (CCM) of creditors, held at Kelab Century Paradise,
Jalan Melawati 3, Taman Melawati, 53100 Kuala Lumpur on 27 May
2002.
Pursuant to Section 176(3) of the Companies Act, 1965:
(i) Scheme A was not acceptable to the scheme creditors as,
the majority in number representing three-fourths (75%) in value
of the scheme creditors present and voting either in person or
by proxy at the CCM mentioned above, was not obtained;
(ii) Scheme B was not acceptable to the scheme creditors as
three-fourths (75%) in value of the scheme creditors present and
voting either in person or by proxy at the CCM mentioned above,
was not obtained despite a majority in number voted for the
scheme;
(iii) Scheme C was acceptable to the scheme creditors as, a
majority in number representing three-fourths (75%) in value of
the scheme creditors present and voting either in person or by
proxy at the CCM mentioned above, voted for the scheme
The results of the Court Convened Creditors' Meetings on the
Proposed Scheme of Arrangement under Section 176 of the
Companies Act, 1965 is found at the table set at
http://www.bankrupt.com/misc/TCRAP_MBf0603.doc
MBf Hotels is a wholly owned subsidiary of Paradise Hotel &
Resort International Limited, which in turn is wholly-owned by
MBf Equities Sdn Bhd (MBfE). MBfE is a wholly-owned subsidiary
of MBfH.
In view of the results, MBf Hotels may pursue further
discussions with the creditors under Schemes A and B, failing
which, the Company may be forced into liquidation.
The outcome of the above has no financial affect on MBfH, as it
did not guarantee the debts.
METROPLEX: Unit Disposes of Land-Based Property To Repay Debts
--------------------------------------------------------------
The Board of Directors of Metroplex Berhad announced that its
wholly owned subsidiary company, Equity Holdings Sdn Bhd (39785-
H) entered into a Sale & Purchase Agreement on 29 May, 2002 to
dispose of a land-based property to Infra Sari Sdn Bhd (576859-
D) (the Purchaser) for a consideration of RM45,000,000.00 (the
Disposal).
Principal business activity of Equity Holdings Sdn Bhd is
property letting.
The directors and shareholders of Infra Sari Sdn Bhd are Mr.
Long Chua Hock @ Loong Chek Hock and Madam Lee Bok Lan. The
issued and paid-up capital of Infra Sari Sdn Bhd is RM1,000.00
Details of the Disposal
Basis of Consideration
The sale consideration of Ringgit Malaysia : Forty Five Million
only (RM45,000,000.00) was arrived at after taking into
consideration of current commercial value of the Property and
the sale consideration is entirely satisfied by cash.
Information on the Asset
Description of the Property:
(a) freehold land held under Geran 10353 Lot 237 Seksyen 43
in Bandar Kuala Lumpur, Daerah Kuala Lumpur and Negeri Wilayah
Persekutuan and measuring in area approximately 2,165 square
meters (the Land) together with one block of office building
erected thereon and more particularly known as WISMA EQUITY and
bearing postal address No. 150, Jalan Ampang, 50450 Kuala Lumpur
(the Building) (the Land and the Building are hereinafter
collectively referred to as "Property I");
(b) freehold vacant land held under Geran 6428 Lot 233 (Lot
191) Seksyen 43 in Bandar Kuala Lumpur, Daerah Kuala Lumpur and
Negeri Wilayah Persekutuan and measuring in area approximately
1,461 square meters (Property II);
(c) freehold vacant land held under Geran 29684 Lot 186
Seksyen 43 in Bandar Kuala Lumpur, Daerah Kuala Lumpur and
Negeri Wilayah Persekutuan and measuring in area approximately
1,332.558 square meters (Property III); and
(d) freehold vacant land held under Geran 29687 Lot 190
Seksyen 43 in Bandar Kuala Lumpur, Dearah Kuala Lumpur and
Negeri Wilayah Persekutuan and measuring in area approximately
1,591.563 square meters (Property IV).
Cost of Asset
The initial investment of the Property was RM19,326,452.00 The
Property was last revalued in 1994 to RM54,500,000.00
Rationale for the Disposal
The total sale proceeds arising from the disposal of the
Property will be utilized for repayment of debts and working
capital of the Company.
Financial Effects of the Disposal
Upon the disposal of the Property, the NTA of the Company will
be reduced by RM18,115,456.00
The disposal will not have a material financial impact on the
Company's earnings.
The estimated profit on disposal is RM19,825,311.00
The estimated time frame for completion of the transaction is 90
days from the last payment date.
Directors' and Substantial Shareholders' Interests
Mr Chan Teik Huat and Madam Lim Siew Kim are directors and major
shareholders of the Company.
Apex Equity Holdings Sdn Bhd, Summit Projects Sdn Bhd and Dikim
Holdings Sdn Bhd are major shareholders of the Company.
Except as disclosed above, none of the other Directors have any
family relationship with any Director and/or major shareholder
of the Company.
The above disposal of property is not a related party
transaction.
Statement by Directors
The Directors are of the opinion that the Disposal is fair and
reasonable and in the best interest of the Company.
SITT TATT: Acquires Dormant Singaporean Shelf Company
-----------------------------------------------------
The Board of Directors of Sitt Tatt Berhad announced that STB
has, on 29 May 2002, acquired the entire issued and paid-up
shares capital of STB Technologies Pte Ltd (STBT), comprising
two (2) ordinary shares of S$1.00 each for a cash consideration
of S$2.00 only (the Acquisition).
STBT was incorporated in Singapore on 3 May 2002 under the
Companies Act, Cap. 50 with an authorized share capital of
SGD5,000,000 divided into 5,000,000 ordinary shares of SGD1.00
each, of which SGD2.00 divided into 2 ordinary shares of SGD1.00
each has been fully issued and paid-up. STBT has been dormant
since incorporation.
Upon completion of the Acquisition, STBT will become a wholly-
owned subsidiary of STB.
None of the Directors and/or substantial shareholders of the
Company and persons connected to them have any interest, direct
or indirect in the Acquisition.
The Acquisition is not subject to the approval of the
shareholders or any other relevant governmental authorities.
TCR-AP last month that the Company 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 (INSB) to MSE.
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.
TENCO BERHAD: Provides Litigation as the KLSE Requests
------------------------------------------------------
Tenco Berhad, in reply to KLSE's Query Letter reference ID: MN-
020528-32921 regarding the Shah Alam High Court Suit No: MT5-22-
960-01, furnished below the information requested:
1) The claim was served on Tenco Berhad on 26/February/2002.
2) The Company was informed by its solicitors that Goh Wai Kah
is claiming interest at the rate of 8% per annum.
3) The Company was advised by its solicitors that Goh Wai Kah's
claim is for:
a) Termination Benefits of RM724,627.53
Goh Wai Kah tendered his letter of resignation on 2/10/2000. He
had on 8/November/2000 and 12/May/2001 demanded from Tenco
Berhad the sum of:
* RM627,000.00 being retirement benefits which he allegedly
claims to be entitled to (calculated RM19,000.00 x 2 for each
year of service commencing from 16 April 1984 till 2 October
2000 i.e. RM38,000.00 x 16 1/2 years)
* RM16,666.00 being annual leave passage for year 2000 not
taken (calculated RM20,000.00 x 10/12)
* RM124,961.53 being balance of annual leave not taken
(calculated 171 days x [RM19,000.00 divide by 26 days])
b) Director's Fee of RM6,000.00 for the financial year ending on
31/March/2000
Pursuant to the 16th Annual General Meeting of Tenco Berhad held
on 20 September 2000, approval was given for the payment of
RM6,000.00 for each of the Company's directors for the financial
year ending on 31 March 2000. Goh Wai Kah was a director of
Tenco Berhad for the financial year ending on 31 March 2000.
The Company was advised by its solicitors that Tenco Berhad's
Defense against Goh Wai Kah's claim is that the letter of
appointment which Goh Wai Kah is purportedly relying on for his
claims is void and of no legal effect as it was brought about by
fraud and is illegal, tainted with illegality and/or based on
misrepresentation.
The Company was further advised by its solicitors that even if
the purported letter of appointment is valid and enforceable,
which the Company denies, Goh Wai Kah is not entitled to claim
for termination benefits, if at all as he had resigned from the
Company and is not entitled to the retirement benefits provided
for.
Furthermore, Goh Wai Kah's claim for the annual leave not taken
or part thereof is barred by limitation of time.
In addition to the above Defense, the Company further advised
that Tenco Berhad also has a counterclaim against Goh Wai Kah
which would potentially exceed his claim against the Company.
The particulars of the counterclaim are as follows:
* There is a sum of RM44,000.00 due and owing by Goh Wai Kah
to which he has admitted
to; and
* Goh Wai Kah has breached his fiduciary duties owed to the
Company.
4) In reply to questions 4 and 5 of your letter dated 28 May
2002, in view of the compelling Defense and Counterclaim which
Tenco Berhad has against Goh Wai Kah, we are advised by our
solicitors that the financial and operational impact as well as
the losses arising from the said litigation on the Tenco Group
is expected to be minimal, if at all.
TIMBERMASTER INDUSTRIES: Tender Offer Briefing Set for June 3
-------------------------------------------------------------
The Special Administrators of Timbermaster Industries Berhad are
inviting interested parties with strong asset backing and
management expertise to participate in the restructuring of
TMIB, a company listed on the second board of the Kuala Lumpur
Stock Exchange. The principal activities of TMIB are the
provision of management services and investment holding.
Interested parties are invited to attend a briefing to be
conducted on 3 June 2002 by the Special Administrators on tender
procedures. All bids (including restructuring proposals) must be
submitted to the Special Administrators by 5:00 p.m. on 14 June
2002. The venue and time of the briefing are as follows:
Venue: Cempaka Room
Pengurusan Danaharta Nasional Berhad
12th Floor, Bangunan Setia 1
15, Lorong Dungun
Bukit Damansara
50490 Kuala Lumpur.
Time: 3:00 p.m. to 4:00 p.m.
An Information Memorandum containing particulars of assets and
liabilities of TMIB and detailing terms and conditions of
participation can be obtained from the Special Administrators
during the briefing on the tender procedures. The information
Memorandum will only be made available after the potential
bidders have signed a Confidentiality Agreement with the Special
Administrators.
Queries can be made to Mr Ho Kok Piow/Ms Ho Li Poh at Tel no:
(603) 4041 1188.
TIME ENGINEERING: Requests June 7 Bondholders' Meeting
------------------------------------------------------
Time Engineering Berhad on Thursday issued a notice calling for
a meeting of the USD Bondholders to be held at the office of
Messrs Rashid & Lee, Level 12 Menara Milenium, No. 8 Jalan
Damanlela, Pusat Bandar Damansara, 50490 Kuala Lumpur on Friday
7 June 2002 at 10.00 am for the purpose of passing the following
Special Resolutions:
1. Special Resolution 1 - Acceptance of the Restructuring
Offer on the basis of the terms and conditions of the
Restructuring Offer Document for the outstanding amount of the
Usd250 Million Nominal Value Redeemable Secured Zero-Coupon
Bonds 1996/2001.
2. Special Resolution 2 - Revocation of the December 2001
Resolution declaring an Event of Default.
Along with the notice of the meeting, an updated restructuring
proposal consisting of the Information Memorandum and
Restructuring Offer (Restructuring Offer Document) for the
outstanding principal amount of the USD Bonds amounting to
USD162,034,270 to the holders of its USD Bonds has been
presented to the USD Bondholders on Thursday.
In the updated restructuring proposal, the final maturity date
of the USD Bonds will be extended to 30 June 2005 and the entire
outstanding principal amount of the USD Bonds will be redeemed
in three (3) tranches through the sale of assets at the dates as
mentioned below:
Tranches Outstanding principal amount Final Redemption
Of the USD Bonds Date of Each Tranche
Tranche I USD44,559,424.25 (27.5%) 30 June 2003
Tranche II USD44,559,424.25 (27.5%) 30 June 2004
Tranche III USD72,915,421.50 (45.0%) 30 June 2005
TRANSWATER CORP.: Proposes Property Disposal for RM580,000
----------------------------------------------------------
The Board of Directors of Transwater Corporation Berhad
announced that the Company has entered into a Sale and Purchase
Agreement (Agreement) with Tan Leh Eng (Purchaser) for the
proposed disposal of a double storey terrace factory (Property)
for a total cash consideration of RM580,000 (Proposed Disposal).
INFORMATION ON THE PROPERTY
The Property is located at No. 31, Jalan SS26/15, Taman Mayang
Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan. The Property
comprises a double storey terrace factory with a land area and
built-up area of approximately 2,160 square feet and 4,320
square feet respectively.
The Property was acquired on 1 March 1993 for a total
consideration of RM450,000 and the entire building is currently
being used as a factory by Transwater Tenaga Sdn Bhd, a wholly-
owned subsidiary company of Transwater, for the assembly and
testing of engineering systems and servicing. The Property is
about 10 years old.
The Property is freehold with no restriction in interest and is
free from encumbrances.
No valuation has been carried out on the Property and based on
the unaudited accounts of the Company for the financial year
ended 28th February 2002, the unaudited net book value of the
Property amounted to approximately RM453,000.
DETAILS OF THE PROPOSED DISPOSAL
On 30 May 2002, the Company entered into an Agreement with the
Purchaser for the proposed disposal of the Property free from
all encumbrances but subject to the Purchaser entering into a
tenancy agreement with the Company for 3 years with an option to
renew for another 2 years at a rental rate of RM3,800 per month.
The tenancy of the Property will commence from the date of
completion of the Proposed Disposal.
The sale consideration for the Proposed Disposal was arrived at
based on a "willing buyer willing seller basis".
The proceeds from the Proposed Disposal will be used to repay
bank borrowings and/or for working capital of the Transwater
Group.
The Property will be disposed free from all encumbrances without
vacant possession and is subject to its present state of
occupation by the Company for a total cash consideration of
RM580,000.
The salient terms of the Agreement are as follows:
(a) The terms of payment for the Proposed Disposal shall be
as follows:
(i) a deposit of RM58,000 or 10% of the sale consideration
upon the execution of the Agreement; and
(ii) the balance of RM522,000 shall be payable within 6
months from date of the Agreement ("Balance Payment Period").
If the balance cash consideration is not paid by the Purchaser
within the Balance Payment Period, the said period shall be
extended for a further 1 month in which event, the Purchaser
shall pay the Company interest on the balance cash consideration
at 10% per annum calculated on daily basis during the extended
period until full payment of the outstanding cash consideration.
(b) upon full payment of the cash consideration, Transwater is
to enter into a tenancy agreement with the Purchaser for 3 years
at a rental rate of RM3,800 per month with the option to renew
the tenancy for a further term of 2 years. The tenancy of the
Property will commence from the date of completion of the
Proposed Disposal.
No liabilities will be assumed by the Purchaser arising from the
Proposed Disposal.
Based on the terms of the Agreement, the Proposed Disposal is
expected to be completed within 6 months from the date of the
Agreement.
RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposal represents an opportunity for the Company
to realize its investment to raise much needed cash to repay
bank borrowings and for working capital of the Transwater Group.
EFFECTS OF THE PROPOSED DISPOSAL
On Share Capital and Substantial Shareholders
The Proposed Disposal will not have any effect on the issued and
paid-up share capital and the shareholdings of major
shareholders of Transwater.
On Earnings
The Proposed Disposal will result in an exceptional gain of
approximately RM119,000 for the financial year ending 28
February 2003.
The Proposed Disposal is not expected to have any material
effect on the earnings of the Transwater Group for financial
year ending 28 February 2003 as the interest savings from the
Proposed Disposal will be offsetted by the rental payable for
the lease of the Property.
On Net Tangible Assets
The Proposed Disposal will not have any material effect on the
unaudited consolidated net tangible liabilities of Transwater.
CONDITION OF THE PROPOSED DISPOSAL
The Proposed Disposal is not subject to the approval of the
shareholders or other relevant government authorities.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors, major shareholders or persons connected
with them has any interest, direct or indirect in the Proposed
Disposal.
DIRECTORS' STATEMENT
The Directors are of the opinion that under the present
circumstances, the Proposed Disposal is in the best interest of
the Transwater Group.
=====================
P H I L I P P I N E S
=====================
IONICS INC: Will Close, Sell U.S. Subsidiary to Stem Losses
-----------------------------------------------------------
Ionics Inc., the biggest listed Philippine electronics maker,
will shut its unprofitable U.S. subsidiary, Ionics USA Inc, due
to uncertainties in the industry and also to cut losses. The
Company did not say when it would shut Ionics USA.
The Company said it would also sell Ionics USA in California,
and its Ionics II manufacturing plant and the land where it is
located in the Philippines, as they were no longer necessary for
Ionics' operations.
Ionics will also transfer some properties to its wholly owned
unit, Ionics Properties Inc., to consolidate all the real estate
interests of the group in one company.
Last year, Ionics reduced production of compact-disk drives for
Royal Philips Electronics NV. Ionics' other units include Ionics
EMS Inc., which makes magnetic heads for disk drives and is
listed on Singapore's stock exchange.
NATIONAL POWER: Foreign Borrowings May Reach $1.1B
--------------------------------------------------
The foreign borrowings of state-utility firm, National Power
Corporation (Napocor), will increase to between $900 million to
a maximum of $1.1 billion from its $750 million remaining
financial requirements for this year, the Manila Bulletin
reports.
According to a government official, the borrowings will include
the $350 million needed to cover possible losses arising from
the reduction in the collection of the controversial power
purchase agreement (PPA).
The Asian Development Bank (ADB) has agreed in principle to
provide the funding requirement.
A joint team composed of government representatives and ADB
officials will shortlist the investment firms this coming June.
NATIONAL POWER: Meralco Seeks Govt Intervention
-----------------------------------------------
Power distribution company Manila Electric Co. (Meralco) has
called on the Department of Energy to intervene in a dispute
over a 5.7 billion peso penalty imposed by the state-run
National Power Corp (Napocor), the Philippine Daily Inquirer
reported.
Napocor started imposing unilateral penalties on Meralco
covering January to February amounting to two billion pesos.
Meralco President Jesus Francisco said the Company would not pay
a single centavo to Napocor for terminating the contract.
"There is no basis for such an imposition. If we pay that, we
will pass on the burden to our customers by raising our rates by
as much as 2.50 pesos per kilowatthour," Meralco treasurer
Rafael Andrada said.
Andrada earlier said Meralco sent Napocor a termination notice
for the supply contract that was good until the end of 2004. He
said Napocor's penalties had reached 5.7 billion pesos so far.
Energy Secretary Vincent Perez Jr. early this month hit at
Meralco for unilaterally terminating the 10-year supply
contract.
"You do not just terminate a contract. They could have at least
sat down with Napocor and discuss a possible renegotiation,"
Perez said.
PHILIPPINE LONG: Board Holds Meeting, Agenda Unknown
----------------------------------------------------
The Board of Philippine Long Distance Telephone Co. (PLDT) held
a meeting Thursday, but the agenda was unknown, Dow Jones
Newswires reported. The country's biggest phone company just
held its regular monthly meeting last Tuesday.
The meeting was called after Hong Kong's First Pacific Co.
confirmed Wednesday it is in talks with an independent investor
regarding its interests in PLDT.
PHILIPPINE LONG: Digitel Can't Confirm Parent Deal With PLDT
------------------------------------------------------------
Digital Telecommunications Philippines Inc (Digitel) did not
have any information on market talk that its parent firm, JG
Summit Holdings, was taking over local telecom giant Philippine
Long Distance Telephone Co (PLDT).
Local newspaper reports said First Pacific of Hong-Kong was
understood to be negotiating with the Gokongwei family of the
Philippines, which controls conglomerate JG Summit and phone
firm Digitel, for the sale of its telecom units PLDT.
PHILIPPINE LONG: More Parties Eye FirstPac Stake
------------------------------------------------
Some minor shareholders of Philippine Long Distance Telephone
Company (PLDT) are preparing a counter offer to buy First
Pacific Co.'s shares in the telecommunications group,
BusinessWorld reported.
Sources said the Yuchengco Group of Companies and some top
officials of PLDT are preparing a counter offer to buy First
Pacific's stake.
The First Pacific Group holds 24.4 percent economic interest and
a 31.5 percent voting interest in PLDT.
Reportedly interested in the PLDT stake is Gokongwei-owned
Digital Telecommunications Philippines, Inc. (Digitel). In
separate disclosures submitted to Philippine Stock Exchange,
Digitel said that it does not have any knowledge or information
to confirm or clarify the report.
PLDT officials were not immediately available for comment.
PHILIPPINE LONG: Shares Up 1.7% on Takeover Talk
------------------------------------------------
Shares of Philippine Long Distance Telephone Co. were up 1.7
percent, or 7.50 pesos at 457.50 pesos on 55,400 shares traded,
Friday on reports the company may soon be the subject of a
bidding war due to the growing number of parties eyeing the PLDT
stake of Hong Kong's First Pacific Co.
According to Dow Jones Newswires, local newspapers have reported
that PLDT President Manuel Pangilinan is seeking support from
the company's other shareholders, Japan's NTT Communications and
PLDT Chairman Antonio Cojuangco to make a counteroffer to First
Pacific.
One report said First Pacific has signed a memorandum of
agreement with tycoon John Gokongwei for its 31.5 percent voting
interest in PLDT.
Tycoon Alfonso Yuchengco, who has a Board seat at PLDT, is also
thought to be preparing a counteroffer to further expand its
PLDT stake.
SHEMBERG BIOTECH: Expects to Fully Comply With Rehab Terms
----------------------------------------------------------
Shemberg Biotech Corp. (SBC) is confident it can comply with the
terms set by the court for the implementation of its 12-year
rehabilitation plan, BusinessWorld reports.
Benson U. Dakay, president and chief executive officer of the
seaweed processor based in Cebu City in Central Visayas, said
the rehabilitation plan approved by the court assumed a 50
percent capacity utilization of the company's facilities in
Carmen town.
Mr Dakay said the facility has been operating at 55 percent of
the plant's capacity, and he is optimistic that operations will
further improve as soon as SBC starts moves to acquire more
clients.
Shemberg's toothpaste-grade carrageenin product is exported to
Colgate Palmolive Co. subsidiaries, Sara Lee, Den-Mat Corp. and
other clients. The Company has also bidded for a supply contract
with Glaxo Smith Kline (GSK) Group for Aquafresh.
SBC is now supplying Drugmakers Biotech Laboratories Inc. for
the initial commercial production of carrageenin-based vitamin
and medicine capsules.
On April 22, the Regional Trial Court (RTC) of Cebu approved the
12-year rehabilitation plan of SBC.
Instead of the proposed debt-to-equity scheme, RTC Branch 11
Judge Isaias P. Dicdican ruled that 50 percent of the total
loans be converted into zero-coupon bonds that may be redeemed
after six years.
The court further directed banks to restructure the remaining
debts to 12-year loans, including a two-year grace period.
The Judge also required the multilateral lenders to endorse the
rehabilitation plan to Colgate Palmolive, Shemberg Biotech's top
client.
Multilateral lenders include Asian Development Bank,
Commonwealth Development Corp. and the Deutsche Investitions und
Entwicklungsgesselchaft GmbH. The local creditors include
Standard Chartered Bank, United Coconut Planters Bank, Bank of
the Philippine Islands (through the former Far East Bank) and
Urban Bank.
Shember Biotech's debts to the multilateral lenders rose from
P484.591 million to over P600 million. Last year, the Company
claimed it had total debt of P989 million, where P669.972
million is owed to its multilateral lenders and P319.621 million
to commercial banks.
* First Pac Confirms MPC, PLDT for Sale
---------------------------------------
Hong Kong-based First Pacific Co. Ltd. has confirmed that it is
in talks with unnamed investors for the sale of its
telecommunications and property assets in the Philippines,
BusinessWorld reported.
"First Pacific advises that it is currently in discussions with
an independent investor concerning First Pacific's Philippine
telecommunication and property interest, namely Philippine Long
Distance Telephone Co. (PLDT) and Metro Pacific/Bonifacio Land
Corporation," First Pacific said in a statement, which PLDT
furnished the Philippine Stock Exchange (PSE).
First Pacific emphasized that while such discussions are beyond
the preliminary stage and are proceeding, transaction terms have
not been finalized.
=================
S I N G A P O R E
=================
ASIA FOOD: Reveals More Info on Annual Report
---------------------------------------------
The Board of Directors of Asia Food & Properties Limited (AFP)
would like to clarify the following points raised by the
Singapore Exchange in a letter dated 28 May 2002.
AFP refers to page 46 of the Annual Report relating to "Quoted
bonds - related party" amounting to $0.792 million, a reduction
from an amount of $27.54 million previously. Please provide
further details on the disposal/liquidation of these bonds,
including the method of disposal and whether any profit/loss
arose from the disposal;
The reduction of $27.54 million was due to a reclassification of
the quoted bond issued by a related party from "Short-term
Investment" to "Other Investment" - Note 14. A provision of
$13.158 million was made on this bond to reflect the estimated
market value as at 31 December 2001.
AFP refers to pages 31 & 56 of the Annual Report relating to the
purchase of property, plant & equipment amounting to $258.2
million and $278.9 million respectively. To disclose further
details of these purchases, identifying and quantifying the
major specific assets purchased;
As disclosed in Note 16 on Page 56 of the Group Financial
Statements in the FY 2001 Annual Report, the "Additions" of
S$278.9 million refers to: freehold land; freehold buildings;
leasehold land and buildings; storage tanks; land improvements
and bridges; plant, machinery and equipment; motor vehicles,
furniture and fixtures; immature plantations; nurseries; and
construction in progress.
The Company refers to Note 20 on page 61 of the Annual Report
relating to receivables from "Associated companies" amounting to
$9.54 million, down from $92.77 million in FY 2000. To summaries
the details of and quantify the movements which resulted in this
reduction e.g. whether the amounts were repaid in cash/kind,
whether these were written off etc. and whether any profit/loss
arose from these arrangements;
The reduction of receivables from "Associated companies" from
$92.77 million to $9.54 million was mainly due to a conversion
of receivables from certain associated companies into preference
shares amounting to $68.61 million (as reflected in Note 12 -
Associated Companies - "Unquoted equity shares at cost"). There
was a reclassification from other long-term receivables to other
receivables under "Current Assets" amounting to $14.62 million.
AFP refers to pages 66, 69, 72, 84, 89 and 115 of the Annual
Report relating to defaults in payments and breach of covenants
by the AFP Group in relation to its loans. Please provide a
table setting out all the loans as at 31 December 2001 on which
defaults have occurred which should include details on:
(i) the name of the subsidiary and whether these are significant
subsidiaries of the Group, quantifying the subsidiary's
contribution to operating profit and net assets of the Group;
(ii) the amount of the loans which are repayable on demand,
including whether these are classified as current or long term
liabilities;
(iii) whether these loans are secured/guaranteed and details of
these security and name of guarantor; and
(iv) whether any steps have been taken to address the default
and outcome, if any;
The details of the loans in payment default and/or in breach of
covenants on financial ratios disclosed in the respective notes
to the Group Financial Statements are as follows:
i) Note 22 (Page 63) - Bank Loans and Overdrafts
Subsidiaries Amount in Guaranteed Secured/
Default by AFP Unsecured
S$'000 S$'000
Golden Agri 9,704 2,318 Secured
Resources Ltd
(GAR)
GAR 1,958 - Unsecured
P.T. Karawang 20,874 20,874 Secured
Bukit Golf
P.T. Sinar Kencana 9,271 - Unsecured
Inti Perkasa
P.T. Sinar Mas Agro 4,636 - Unsecured
Resources & Technology
Tbk (SMART)
Total 46,443 23,192
ii) Note 27 (Page 72) - Long-term debts
Subsidiaries Amount in Guaranteed Secured/
Default by AFP Unsecured
S$'000 S$'000
P.T. Karawang Tatabina 25,776 25,776 Secured
Industrial Estate
SMART 114,517 - Secured
SMART 85,283 45,891 Unsecured
P.T. Agrointim Respati 5,592 - Secured
P.T. Agrointim Respati 10,837 - Unsecured
P.T. Agropanca Modern 5,566 - Secured
P.T. Agropanca Modern 10,320 - Unsecured
P.T. Sinar Kencana Inti 4,635 4,635 Unsecured
Perkasa
P.T. Timurjaya Agrokarya 6,070 - Unsecured
P.T. Sinar Wijaya 1,800 - Unsecured
Ekapraptist
P.T. Djuandasawit Lestari 38,806 - Secured
P.T. Forestalestari 36,153 36,153 Secured
Dwikarya
P.T. Leidong West 11,866 - Secured
P.T. Purimas Sasmita 66,744 66,744 Unsecured
P.T. Tapian Nadenggan 18,540 - Unsecured
AFP Warehouse Pte Ltd 6,030 - Secured
AFP 46,350 - Unsecured
Total 494,885 179,199
Accordingly, S$494,885,000 was classified as current portion of
long-term banks loans in Note 22 (Page 63).
The following were significant subsidiaries, which contributed
(in absolute amount) to an excess of 20% of the Group's pre-tax
loss and net tangible assets:
Subsidiaries % of Group's % of Group's
pre-tax loss net tangible assets
GAR 3.4% 94.0%
P.T. Purimas Sasmita 0.7% 26.3%
SMART 21.0% 8.3%
(iii) Note 24 (Page 66) - Bond Payables
The details of the bonds in payment default or in breach of
certain covenants have been disclosed in Note 24 (b), (c) and
(h). The amount guaranteed by AFP was S$46,350,000.
(iv) Note 25 (Page 69) - Trust Receipts
Subsidiaries Amount in Default
S$'000
Golden Agri International (Labuan) Ltd 26,382
Golden Agri International Pte Ltd 11,052
AFP Agri-Resources Trading (M) Sdn Bhd 4,094
Total 41,528
The amount guaranteed by AFP was S$32,979,000.
As previously disclosed, in the cases where the loans were due
or becoming due, the Company together with its financial
advisors entered into discussions with each and every one of
these creditors to reschedule or restructure the loan or amount
outstanding. Such discussions have already led the rescheduling
of certain debts as disclosed in our regular debt rescheduling
announcements.
AFP refers to Note 41 on page 84 of the Annual Report relating
to a settlement agreement with a related party lender. In order
for investors to have a clearer understanding of the
arrangement, please disclose the identity of the subsidiaries
involved and the related party lender, the reasons which
compelled the Company & a subsidiary to transfer their 40%
equity interest in and assigning 40% of the loan receivables
from two associated companies to the lender, details of the
equity interest and loan receivables transferred, including the
cost of these equity interest and loan receivables;
The subsidiaries are P.T. Karawang Tatabina Industrial Estate
and P.T. Karawang Bukit Golf in the Indonesia Property Division.
The related party lender is a Japanese joint venture partner.
The transfer of equity interest and assignment of loans is part
of the debt settlement agreement.
Details of the equity interest and loan receivables transferred
are as follows:
Equity interest in associated companies S$3.7 million
Assignment of loan receivables S$45.3 million
Total equity interest and receivables transferred S$49.0 million
AFP refers to page 23 of the Annual Report relating to "Other
receivables", "Other investments" and "Other long-term
receivables" amounting to $190.78 million, $38.88 million and
$225.91 million respectively. In the Company's Full Year Results
announcement on 30 March 2002, these were reported as $218.89
million, $30.51 million and $169.59 million respectively. Please
explain these differences;
The Company refers to page 24 of the Annual Report relating to
"Other payables" and "Long-term debts" amounting to $549.55
million and $553.82 million respectively. In the Company's Full
Year Results announcement on 30 March 2002, these were reported
as $603.69 million and $611.62 million, respectively. Please
explain these differences;
The table below shows the reclassification made in the Group
Financial Statements following the conclusion of FY 2001 audit.
$ million Per announcement Per Annual Difference Note
(Un-audited) Report (Audited)
Other 218.9 190.8 (28.1) 1
receivables
Other 30.5 38.9 8.4 2
investments
Other long-term 169.6 225.9 56.3 3
receivables
Other payables 603.7 549.6 (54.1) 4
Long-term debts 611.6 553.8 (57.8) 5
Explanatory notes
(1) Mainly due to a reclassification of interest receivables
from BII Bank Limited, Cook Islands from Other Receivables to
Non-Current Assets - Cash.
(2) Mainly due to a write-back of an over-provision for
impairment in value of investments in bonds in the Indonesia
Property Division.
(3) Mainly due to a reclassification of swap receivables from
Deferred charges.
(4) Mainly due to a reclassification from Other Payables to
Property, plant and equipment. This relates to a provision for
asset impairment in plant and machinery.
(5) Due to the reclassifications from Long-term debts under
"Non-current liabilities" to Bank loans and overdrafts under
"Current liabilities".
AFP also refers to pages 63 and 71 of the Annual Report relating
to Bank Loans & Overdrafts and Long-Term Debts. Please reconcile
these amounts to the disclosure made in note 12 of the Company's
Full Year Results announcement on 30 March 2002 and explain the
differences;
The table below shows the reclassification made in the Group
Financial Statements following the conclusion of FY 2001 audit.
Amount repayable in one year or less, or on demand:
$ million Per Announcement Per Annual Difference
(Un-audited) Report (Audited)
Bank loans 1,197.8 1,255.6 57.8
& overdrafts
Bonds payable 132.6 118.7 (13.9)
Obligations 1.0 2.0 1.0
under finance
lease
Total 1,331.4 1,376.3 44.9
Amount repayable after one year in S$
$ million Per Announcement Per Annual Difference
(Un-audited) Report (Audited)
Long-term debts 611.6 553.8 (57.8)
Bonds payable 80.5 94.4 13.9
Other long-term 25.6 25.6 -
payables
Obligations under 1.3 0.3 (1.0)
finance lease
Total 719.0 674.1 (44.9)
The above are mainly due to the reclassifications from Bank
loans and overdrafts and bonds under "Current liabilities" to
Long-term debts.
AFP refers to pages 98 and 99 of the Annual Report and note that
wholly owned subsidiaries Handful Resources and AFP Properties
(USA) have not been audited as an audit is not required by law
in its country of incorporation. Investment cost for these
subsidiaries amounted to $109.35 million and $63.6 million
respectively. Please confirm whether these are significant
subsidiaries and whether the Company has complied with Clause
902B(5) of the Listing Manual with respect to the need to
appoint a reputable accounting firm to audit the accounts of its
significant subsidiaries.
Handful Resources Limited and AFP Properties (USA) Ltd are
intermediate investment holding companies and are not
significant subsidiaries. The Company has complied with Clause
902B(5) of the Listing Manual.
The following are subsidiaries of Handful Resources and AFP
Properties (USA):
* Shanghai Golden Bund Real Estate Co., Ltd audited by
PriceWaterhouseCoopers - Shanghai.
* Phoenix Airport Center Inc and Phoenix Airport Center
Partnership, subsidiaries of AFP USA Properties Ltd, were
dormant investment holding companies.
They are not required to be audited by law in its country of
incorporation.
AFP refers to page 15 of the Annual Report relating to
interested person transactions conducted pursuant to the
shareholders' mandate. It is stated that no disclosure is made
of the aggregate value of placement, loans & borrowings
transactions conducted during the financial year as it is not
practicable to determine the aggregate value since these
transactions involved numerous rolling-over of placements, loans
and borrowings from the interested persons.
For a more meaningful disclosure, please provide the following
information:
(i) Details of any rolling-over of such borrowings and
deposits during the last financial year; As explained on page 15
of the Directors Report in the FY 2001 Annual Report, no
disclosure was made of the aggregate value of these transactions
conducted during the financial year as it is not practicable to
determine these aggregate value since these transactions
involved numerous rolling-over of placements, loans and
borrowing from the interested persons.
Such roll-overs are of various maturities and the aggregation of
these roll-overs will not be meaningful. Nonetheless, the
balances are disclosed in the relevant Notes of the Group
Financial Statements.
(ii) Whether any fresh loans (i.e. not rolling-over of an
existing loan) were made by the Group to any interested person
or given by any interested person to the Group during the last
financial year. If so, please provide details such as quantum,
names of interested person and principal terms; and
There were no fresh loans made by the Group to any interested
persons. However, a subsidiary of GAR extended a loan of US$2.9
million to a subsidiary of AFP. P T Bank Internasional Indonesia
Tbk also extended a loan of US$14 million to a subsidiary of
AFP.
(iii) The aggregate interest income earned on placements of
deposits with interested persons, the aggregate interest expense
incurred for borrowings from interested persons during the last
financial year and bank charges, facility fees paid or other
bank charges incurred from these transactions; and
The aggregate interest income earned and placements of deposits
with interest persons are included in Related Party Transactions
in Note 4 on Page 44 of the Group's Financial Statements.
AFP refers to Note 4 on page 44 of the Annual Report relating to
related party transactions amounting to $155.62 million or 6.5%
of the Group's NAV. Please confirm if these transactions fall
within the definitions of Clause 9A06(3) of the Listing Manual.
If so, please confirm if the provisions under Clauses 9A06, 9A08
& 9A10 have been complied with; and
The Company confirms that where applicable, it has complied with
the provisions under Clauses 9A06, 9A08 and 9A10. Interested
person transactions were reported to and reviewed by the Audit
Committee according to the Shareholders' Mandate.
AFP refers to Note 4 on page 44 of the Annual Report relating to
the deposit placement with a related party bank amounting to
$72.43 million, which was used to offset against other related
party balances in settlement of the Group's existing debt
obligations which arose in the previous financial years. Please
provide further details of these arrangements including the
parties involved and the reasons for the arrangement e.g.
whether these are preferred or secured debts etc.
The offset was carried out by the Group utilizing its deposits
with BII Bank Limited, Cook Islands against the Group's existing
indebtedness to other related party financial institutions
namely, P T Sinar Mas Multi Finance (SMMF) and Western Oceanic
Bank (WOB). The offset with SMMF and WOB were carried out as it
was in the commercial interest of the Group to do so. The
offset, while did not involve the actual transfer of cash, was
nevertheless effective to extinguish the Group's indebtedness to
SMMF and WOB. The amount owing to SMMF and WOB which was
unsecured arose in the previous financial years and was
disclosed as loans from related parties in the previous years'
financial statements.
ABOUT ASIA FOOD & PROPERTIES
Listed on the Singapore Exchange Securities Trading Limited
(SGX-ST), Asia Food & Properties Limited (AFP) is involved in
three core businesses: Agri-business, Food and Property, through
its investments in Indonesia, China, Malaysia and Singapore.
Headquartered in Singapore, the AFP Group employs about 45,000
people. The Group turnover for the year 2001 was S$1.5 billion.
For further information, please contact:
CORPORATE AFFAIRS - MEE-WAN TAN
Tel: +65 6329 5707 / 6220 7720
Fax: +65 6329 5709
E-mail: corpaff@afp.com.sg
ASIA PULP: Posts Indonesian Subsidiaries' Operating Data
---------------------------------------------------------
Asia Pulp & Paper on Thursday announced production, sales volume
and operating data of its Indonesian subsidiaries PT Indah Kiat
Pulp and Paper Tbk, PT Pabrik Kertas Tjiwi Kimia Tbk, PT Pindo
Deli Pulp and Paper Mills and PT Lontar Papyrus Pulp and Paper
Industry for the first quarter of 2002 and for April 2002.
The operating data APP released Thursday was only preliminary
and is subject to changes, some of which may be significant.
Please refer to http://www.bankrupt.com/misc/TCRAP_APP0603.pdf
for the preliminary production volumes, sales volumes and
average realized selling price for APP's Indonesian
subsidiaries.
The average realized selling prices described should be reviewed
in the context of the following: Until first quarter of 2001,
the average realized sales prices comprised a substantial amount
of products for which the sale prices included insurance and
freight costs and a small amount of products sold on an FOB
basis for which the sales prices did not include insurance and
freight costs.
From second quarter of 2001 to the fourth quarter of the same
year, the Indonesian subsidiaries began to sell an increasing
amount of products on an FOB basis because the Indonesian
subsidiaries had difficulties obtaining shipping services after
APP declared a standstill of its debt payments in March 2001.
From first quarter of 2002, the Indonesian subsidiaries
gradually increased the amount of products sold on a CIF basis.
APP is one of the world's leading pulp and paper companies. With
current pulp capacity of 2.3 million tones and paper and
packaging capacity of 5.7 million tones, it ranks number one in
non-Japan Asia. Headquartered in Singapore, APP currently has 16
manufacturing facilities in Indonesia and China, and markets its
products in more than 65 countries on six continents.
ST ASSEMBLY: On Track to Meet Sales Forecast
--------------------------------------------
Semiconductor tester ST Assembly Test Services Ltd. said it is
on track to meet its forecast for second-quarter sales to
increase 10 percent to 15 percent from the first quarter,
Bloomberg reported.
According to Chief Executive Officer Harry Davoody, the positive
market trends that were discussed appeared to be continuing, as
demand for semiconductors has been rising after the industry's
worst year in 2001.
There is still the risk that demand could slow again, depending
on economies around the world, Davoody said.
"There's reason to believe the recovery is under way," he said.
In early May, St Assembly, which has reported losses for five
consecutive quarters, said it racked up losses of US$26.6
million for its first quarter ended March.
ST Assembly's ADRs fell 4.2 percent to US$13.01 in Nasdaq trade
last week on doubts over strength of recovery of orders it is
expecting from chipmakers to assemble and package computer
chips.
===============
T H A I L A N D
===============
BANGKOK RUBBER: Clarifies 20% Decrease in Operation Management
--------------------------------------------------------------
B.R.C Planner Company Limited, the Planner of Bangkok Rubber
Public Company Limited, further to the Stock Exchange of
Thailand's query over the 20 percents decrease in operation
management for the first quarter of year 2002, explained:
1. The company and subsidiary companies has the decreasing
export volume approximately 10.12 percent of the total export of
the same period in year 2001.
2. The result of loss from the allowance for doubtful account
long term loan amount Bt1,130.78 million.
PRESSURE CONTAINER: Business Reorganization Petition Filed
----------------------------------------------------------
Pressure Container Industry Company Limited (DEBTOR), engaged in
liquid petroleum pressure container, filed its Petition for
Business Reorganization to the Central Bankruptcy Court:
Black Case Number 239/2545
Red Case Numbe 408/2545
Petitioner: I.W.D CORPORATION COMPANY LIMITED #1ST, PRESSURE
CONTAINER INDUSTRY COMPANY LIMITED #2ND
Planner: CHONGNONSEE PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,302,140,000.04
Date of Court Acceptance of the Petition: February 15, 2002
Date of Examining the Petition: March 16, 2002 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner: March 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 25, 2002
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: April 9, 2002
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: July 9, 2002
Contact: Mr. Tanawat Tel, 6792525 ext. 123
PROPERTY PERFECT: TRIS Cancels Ratings Upon Requests
----------------------------------------------------
Thai Rating and Information Services Co., Ltd. (TRIS) announced
on Friday that it has canceled the company and issue ratings it
assigned to Property Perfect PLC (PERFEC). The ratings
were cancelled upon the request of the company. Because PERFEC
is undergoing restructuring, the company expects that its
debentures will not be traded as normal.
Therefore, TRIS will no longer monitor PERFEC's ratings, and the
ratings assigned previously cannot be used as references.
Property Perfect reported a net gain of Bt66 million in
financial performance for the first quarter ended March 31 2002
while loss on exchange decreased in the amount of Bt146 million.
As per Rehabilitation Plan, loans and accrued interest in
foreign currency are translated into Baht so that no gain (loss)
presented.
RAIMON LAND: Shares of Par Value Exercise Completed
---------------------------------------------------
Raimon Land Public Co., Ltd. informed that it has completed the
legal process required for changing the company's par value from
Bt10 to Bt5.
The move resulted in a 100 percent increase of the number of the
ordinary shares from the existing 24,992,000 ordinary shares to
49,984,000 ordinary shares.
As a result, effective from June 4, 2002 onwards, the par value
of the "RAIMON" security in the trading system will be changed
from Bt10 to Bt5.
STAR PETROLEUM: Creditors Reschedule US$204M Loan
-------------------------------------------------
The World Bank's private investment arm International Finance
Corp. said that US$204 million in outstanding loans provided to
Thailand's Star Petroleum Refining Co. will be rescheduled, Dow
Jones reported, referring to IFC statement received last week.
According to the statement, the rescheduling is the result of
talks with the company, its shareholders and other creditors on
Star Petroleum's outstanding debt of US$549 million.
TCR-AP reported on May 14 that PTT Public Star Petroleum has
already completed its process of proposing the debt-
restructuring plan for the lenders' consensus.
The lenders steering committee of Star Petroleum, a joint
venture between ChevronTexaco Corp. and PTT PCL, includes Bank
of America Corp., Japan's Mizuho Corporate Bank, a unit of
Mizuho Financial Group, Bangkok Bank PCL and Deutsche Bank AG.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
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