/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020717.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 Wednesday, July 17, 2002, Vol. 5, No. 140 Headlines A U S T R A L I A AUSDOC GROUP: Changes Registered Office Address CMG CH: Undertakes Equal Capital Reduction, Share Dividend DVT HOLDINGS: Bigshop Enters Sale Agreement With USC ENERGY WORLD: Working on Facility Agreement Amendment With CBA HIH INSURANCE: Cash Flood Out Before Appointment of Liquidators TWINTARA PTY: Ex-Dir Pleads Guilty to Insolvent Trading Charges WESTERN METALS: Further Extends Debt Restructuring C H I N A & H O N G K O N G APEX CENTURY: Petition to Wind Up Pending ASIA SCORE: Winding Up Petition Slated for Hearing CHEERISE ENGINEERING: Winding Up Petition to be Heard COMPANION BUILDING: Operations Loss Narrows to HK$367,372 GUANGDONG KELON: Employee Shares Listed on SSE LUCKSON LIMITED: Hearing of Winding Up Petition Set SHING YIP: Winding Up Petition Hearing Pending I N D O N E S I A CITRA MARGA: Seeks Bond Debt Repayment Rescheduling INDOCEMENT TUNGGAL: Selects Guthrie as Preferred Bidder J A P A N DAIEI INC: Resorts to Stock Swap to Repay Debts FUJI POLYMER: DBJ, Mizuho Arrange Loan for Rehab Process FURUKAWA ELECTRIC: Sees 1Q Y10B Operating Loss HOKUBU COMMUNICATION: DBJ Extends Y1B Credit Line MATSUSHITA ELECTRIC: Discloses Stock Acquisition Rights Update SUMITOMO METAL: Selling Entire Stake in US Joint Venture K O R E A CHOHUNG BANK: GE Capital May Acquire Credit Card Unit DAEWOO MOTOR: Require Creditors to Share in W1.7T Loss FREECHAL.COM: Cutting Workforce to Stay Afloat HYNIX SEMICON: Creditors Unlikely to Provide Loans HYUNDAI PETROCHEMICAL: Goldman Sachs Distributes Sale Info KOREA ELECTRIC: Resumes Sale of Five Power Units SK CORP.: S&P Assigns 'BBB-' Rating to Guaranteed Notes M A L A Y S I A AMSTEEL CORPORATION: EGM Scheduled for July 29 AUDREY INTERNATIONAL: Sells Losing Unit for Working Capital AYER HITAM: Appoints Remuneration Committee Member BERJAYA GROUP: Proposed B-Land ICULS OFS Mutually Beneficial KUALA LUMPUR: Members Voluntarily Wind Up Dormant Subsidiary MANCON BHD: White Knight Not Ready to Ink Definitive Agreement MOL.COM BERHAD: SC Approves Proposed Rights Issue NAM FATT: SC Gives Proposals Conditional Nod PICA (M) CORP.: Seeks Solicitor to Defend Suit Filed by AMBB SETEGAP BERHAD: Unit's Winding-Up Petition Hearing on Sept 24 TECHNO ASIA: Submits June 2002 Statutory Declaration P H I L I P P I N E S BENPRES HOLDINGS: CB Orders Creditors to Hike Loan Reserve MUSIC CORPORATION: Widens Net Loss to P765.1M MUSIC CORPORATION: Guaranteeing Unit's $2M Loan NATIONAL POWER: Banks Eye US$500M Loan S I N G A P O R E CAPITALAND LIMITED: Posts Changes in Temasek's Deemed Interests CSC HOLDINGS: Shareholders Approve Capital Reduction Exercise UNITED INDUSTRIAL: Liquidating Dormant Subsidiary T H A I L A N D SINBUALUANG PUBLIC: Files Business Reorganization Petition - - - - - - - - ================= A U S T R A L I A ================= AUSDOC GROUP: Changes Registered Office Address ----------------------------------------------- Ausdoc Group Limited announced that its registered address has been changed to: 477 Plummer Street Port Melbourne Victoria 3207 On July 2, TCR-AP reported the sale of DX Group to a subsidiary of Toll Holdings Limited (Toll) has been completed. On 18 June 2002 AUSDOC announced it had executed binding documentation to sell the DX Group, comprising DX Express, Australian Document Exchange and the GoMailroom management business, to a subsidiary of Toll. Wrights Investors Service reported that at the end of 2001, Ausdoc Group Limited had negative working capital, as current liabilities were A$77.50 million while total current assets were only A$75.46 million. The Company has paid no dividends during the last 12 months and has reported losses during the previous 12 months. CMG CH: Undertakes Equal Capital Reduction, Share Dividend ---------------------------------------------------------- CMG Ch China Investments Limited, in accordance with an ordinary resolution, approved by shareholders at an Extraordinary General Meeting held on 15 April 2002, announced Monday that it will reduce its share capital from A$77,820,894 to A$17,349,583 and distribute to shareholders an amount of A$0.46 (46 cents) in respect of each ordinary share. In addition, the Company will pay a final dividend for the year ending 30 June 2003 of A$0.066 (6.6 cents) per ordinary share. This dividend will be a fully franked dividend. 100% of the dividend is an attributable amount, this being part of the Company's capital gain and hence potentially qualifying for a discount under the capital gains provisions applicable to Listed Investment Companies. THE CAPITAL REDUCTION AND DIVIDEND SHALL BE MET WHOLLY BY WAY OF A PRO RATA DISTRIBUTION OF UNITS IN THE NEW ERA PRC FUND TO SHAREHOLDERS WHO ARE RECORDED ON THE REGISTER AS AT THE DISTRIBUTION RECORD DATE OF MONDAY 29 JULY 2002. The Company's shares will be traded on the Australian Stock Exchange up until Monday 22 July 2002. On Tuesday 23 July 2002, the Company's shares will be suspended from trading on the Australian Stock Exchange. Shareholders are reminded that in order to receive Units in the New Era PRC Fund you are required to confirm you are: * not a US Person; * not holding shares on behalf of a US Person; or * not an investment company by which US persons invest in foreign investment companies. This Non-US Persons Declaration needs to be provided to the Company by no later than the Distribution Record Date (Monday 29 July 2002). Shareholders who have not provided a declaration by this date will be considered to be US Persons and will receive cash and not Units. Please contact the Company Secretary on +61 2 9226 8324 should you need a Declaration Form (the form can be sent to you by e-mail, fax or by post). Units in the New Era PRC Fund will be transferred to qualifying shareholders on Wednesday 21 August 2002. Proceeds from the sale of Units sold on behalf of US Persons or those shareholders considered to be US Persons will be distributed (after deducting expenses of sale) by Wednesday 4 September 2002. After settling its remaining obligations the Company intends to make a final liquidation distribution (subject to shareholder approval). This distribution is likely to take the form of both Units in the New Era PRC Fund and cash. DVT HOLDINGS: Bigshop Enters Sale Agreement With USC ---------------------------------------------------- Bigshop.com.au Limited (Bigshop) announced Tuesday that it has entered into an agreement with Utility Services Corporation Limited (USC) to sell its holding of 25,500,000 shares in DVT Holdings Limited (DVT) to USC subject to: 1. DVT shareholders approving the resolutions proposed for the Extraordinary General Meeting of DVT on 31 July 2002; 2. On satisfaction of condition (1), Bigshop withdrawing its requisition in respect of the DVT Extraordinary General Meeting to consider the removal of DVT directors on 7 August 2002; Bigshop and USC have entered into mutual standstill arrangements whereby neither party will acquire shares in the other. The standstill will expire at the close of the 31 July EGM if the resolutions for that meeting are not passed. If the resolutions are passed, the standstill will extend until the USC/DVT merger is completed or 31 January 2003, whichever is earlier. The withdrawal of the resolutions upon the terms herein have been notified to DVT and Bigshop has requested DVT not proceed with the Extraordinary General Meeting of DVT on 7 August 2002 if the resolutions proposed for the Extraordinary General Meeting of DVT on 31 July 2002 are approved. Early this month, TCR-AP reported that DVT Holdings considered the requisition invalid on the basis that it failed to comply with certain fundamental provisions of the Corporations Act 2001 as well as the Company's constitution. As a result of Bigshop's insistence that the requisition was in fact valid, DVT instituted proceedings in the Supreme Court of New South Wales, seeking a declaration on the invalidity or otherwise of the requisition. ENERGY WORLD: Working on Facility Agreement Amendment With CBA -------------------------------------------------------------- Pacific Energy Limited's Chairman J Fletcher announced on 15 March 2002, that it had reached agreement with Energy World Corporation Limited ACN 009 124 994 (EWC) on a proposal to merge the two companies by way of a Scheme of Arrangement under the Corporations Act 2001. PEL advised that it has completed preparation of an Information Memorandum in relation to the proposed merger with EWC, to be issued to PEL shareholders and optionholders. The Information Memorandum was lodged with ASX and the ASIC on 19 June 2002 and filed with the Supreme Court of Western Australia on 28 June 2002. Since lodging the Information Memorandum with ASX, ASIC and the Court, EWC has announced that is has reached agreement with Commonwealth Bank of Australia Limited (CBA) to permit the repayment of EWC's outstanding obligations to CBA in full. EWC's announcement stated that EWC and CBA are now in the process of documenting the understandings established and preparing appropriate amendments to the existing Facility Agreement between CBA and EWC. EWC has indicated that is will provide further details of its agreement with CBA once the documentation has been finalized. The PEL Board has been advised that the Independent Expert should review its report to take account of the arrangements agreed between EWC and CBA and any other relevant material changes, which have occurred since the Independent Expert's Report was finalized in June 2002. PEL shareholders and optionholders are advised that the review of the Independent Expert's Report may further delay the merger timetable. HIH INSURANCE: Cash Flood Out Before Appointment of Liquidators --------------------------------------------------------------- The HIH Royal Commission inquiry into the collapse of HIH Insurance told that transactions, which led to Ray Williams and Rodney Adler being banned as company directors, may have been the tip of the iceberg, APP reported Tuesday. Senior Counsel Wayne Martin, QC, said documents soon to be examined in detail by the Royal Commission shows that former HIH chief executive Mr Williams, Mr Adler, and Mr Adler's longtime associate Bradley Cooper were involved in transactions that "bear many similarities" to the one for which the two appeared in court. Earlier this year, Mr Adler and Mr Williams were fined and banned from being company directors by Supreme Court Justice Kim Santow after being found to have breached the corporation's law by using $10 million of HIH's money to buy its own shares. "The general question arising from the transactions to be reviewed is whether or not the matters found by Justice Santow were in fact the tip of the proverbial iceberg," Mr Martin told royal commissioner Justice Neville Owen. "In many cases attention will have to be directed to the question of whether or not the evidence reveals conduct ... which is a breach of the law." According to Mr Martin, "Mr Williams appears to have very readily acquiesced in proposals put to him by Mr Adler and Mr Cooper with apparently only the most perfunctory consideration of the benefits of those transactions from the perspective of HIH. A flood of cash was pouring out of HIH in the six months before provisional liquidators were appointed in March 2001". "Payments were delayed to many persons whose entitlement to payment couldn't be disputed," he said. "By contrast, the evidence will show during this period a substantial amount of cash flowed unimpaired in the direction of the less deserving Mr Bradley Cooper." Mr Cooper was the Chief Executive Officer of HIH's part-owned subsidiary Home Securities International, on behalf of which he and Mr Adler repeatedly asked HIH for financial help. Go to http://www.bankrupt.com/misc/TCRAP_HIH0717.pdfto see Monday's transcripts of proceedings. TWINTARA PTY: Ex-Dir Pleads Guilty to Insolvent Trading Charges --------------------------------------------------------------- Mr Peter John Neagoe of Berwick, Victoria, on Tuesday pleaded guilty in the Melbourne Magistrates Court to five charges of insolvent trading totaling almost $600,000. The charges were laid following an investigation by the Australian Securities and Investments Commission (ASIC). Mr Neagoe was the managing director of Twintara Pty Ltd, a building company that operated under the name Eastern Park Developments in the Berwick area. ASIC alleges that between January 2000 and May 2000 Mr Neagoe failed to prevent Twintara from incurring debts while the company was insolvent. Twintara was placed into liquidation on 12 July 2000 with debts to creditors of over $2.1 million. Mr Neagoe was released on his own recognizance, and will appear before the Victorian County Court for sentencing on 28 October 2002. WESTERN METALS: Further Extends Debt Restructuring -------------------------------------------------- Western Metals Limited (ABN 69 009 150 618) advised on Tuesday that it has been necessary to agree a further extension, from 16 July 2002 to 24 July 2002, for completion and execution of formal documentation arising from the Common Terms Sheet signed on 15 March 2002 as further refined by negotiations between the parties in the terms of the Company's ASX announcement on 27 June 2002. Regrettably, the logistics of multi party negotiations across continents has delayed finality, however, the Company is hopeful of this being the final extension and of documents being executed on 24 July 2002. For inquiries, contact Managing Director & CEO Geoff Wedlock at 61 8 9221-2555. ================================ C H I N A & H O N G K O N G ================================ APEX CENTURY: Petition to Wind Up Pending ----------------------------------------- The petition to wind up Apex Century Holdings Limited is set for hearing before the High Court of Hong Kong on August 7, 2002 at 10:30 am. The petition was filed with the court on May 6, 2002 by Yuen Wai Kin of Room 2513, Tin Wing House, Shun Tin Estate, Kowloon, Hong Kong. ASIA SCORE: Winding Up Petition Slated for Hearing -------------------------------------------------- The petition to wind up Asia Score Limited is set for hearing before the High Court of Hong Kong on July 24, 2002 at 10:00 am. The petition was filed with the court on March 18, 2002 by the said company whose registered office is situated at Unit Unit 3, 10th Floor, Henley Industrial Center, 9-15 Bute Street, Kowloon, Hong Kong. CHEERISE ENGINEERING: Winding Up Petition to be Heard ----------------------------------------------------- The petition to wind up Cheerise Engineering Limited is scheduled to be heard before the High Court of Hong Kong on September 18, 2002 at 10:00 am. The petition was filed with the court on July 2, 2002 by Ajax Pong Machinery Leasing Limited whose registered office is situated at Unit 1601, Westley Square, No. 48 Hoi Yuen Road, Kwun Tong, Kowloon, Hong Kong. COMPANION BUILDING: Operations Loss Narrows to HK$367,372 --------------------------------------------------------- Companion Building Material International Holdings Limited announced on 12 July 2002: (stock codes: Ord: 432 & War: 572) Year end date: 31/3/2002 Currency: HKD Auditors' Report: Modified Review of Interim Report by: N/A (Audited) (Audited) Last Current Corresponding Period Period from 1/4/2001 from 1/4/2000 to 31/3/2002 to 31/3/2001 ('000) ('000) Turnover : 258,265 524,334 Profit/(Loss) from Operations : (367,372) (433,036) Finance cost : (33,712) (28,997) Share of Profit/(Loss) of Associates: (88,227) (295,793) Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : (458,994) (766,004) % Change over Last Period : N/A EPS/(LPS)-Basic : (31.64 cents) (61.63 cents) -Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : (458,994) (766,004) Final Dividend per Share : NIL NIL (Specify if with other options) : N/A N/A B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : NIL B/C Dates for Other Distribution : N/A Remarks: 1. LOSS FROM OPERATIONS 2002 2001 HK$'000 HK$'000 Loss from operations has been arrived at after charging (crediting): Allowance for bad and doubtful debts 93,699 167,490 Write-down of properties under development held for sale 43,326 47,366 Impairment loss recognised on property, plant and equipment 47,693 - Impairment loss recognized on factory under construction 11,865 - Provision for an onerous contract 23,400 - Gain on deemed disposal of an associate (2,928) (7,811) Loss (gain) on disposal of associates 11,325 (52) Allowance for amount due from associates 60,499 - Impairment loss recognized on goodwill - 34,694 Impairment loss recognized on interest in an associate 24,433 - 2. LOSS PER SHARE The calculation of the basic loss per share is based on the net loss for the year of HK$458,994,000 (2001: HK$766,004,000) and 1,450,612,577 (2001: the weighted average number of 1,242,922,627) ordinary shares in issue during the year. No diluted loss per share for both years have been presented as the exercise of the potential ordinary shares would result in a reduction in loss per share. The adjustment to comparative basic loss per share, arising from the changes in accounting policies shown in remark 3, is as follows: HK cents Reconciliation of 2001 basic loss per share: Reported figure before adjustments 58.84 Adjustments arising from the adoption of SSAPs 30 and 31 2.79 ------ Restated 61.63 ====== GUANGDONG KELON: Employee Shares Listed on SSE ---------------------------------------------- The Board of Directors of Guangdong Kelon Electrical Holdings Company Limited announced that the Company's PRC domestic shares currently held by 4,041 of the Company's employees (the Employee Shares) have been held for three years since the issue of the Company's A shares to the public on 2 June 1999. As approved by the China Securities Regulatory Commission (CSRC) and the Shenzhen Stock Exchange (SSE), the Employee Shares will be listed on SSE with effect from 18 July 2002. The Company was incorporated as a joint stock limited liability company in 1992 through a placing of shares. Upon incorporation, the total share capital of the Company comprised 422,416,755 shares, out of which 84,501,000 shares were issued to the Company's employees at RMB1.00 per share. In May 1996, in preparation for the Company's overseas listing, the Company took over Guangdong Rongsheng Refrigerators Company Limited, a Sino-foreign joint venture set up by the Company and a foreign investor. The original foreign investor's interest in Guangdong Rongsheng Refrigerators Company Limited was converted into 181,639,808 H shares of the Company at In July 1996, as approved by the Securities Commission of the State Council, the Company issued 201,352,000 H shares at a price of HK$3.67 per H share. Upon obtaining the approval from the Hong Kong Stock Exchange, such newly issued H shares together with the H shares issued by the Company in May 1996 were listed on the Hong Kong Stock Exchange. In July 1997, pursuant to the approvals of the Company's shareholders and the relevant authorities, the Company issued an additional 76,598,000 H shares at a price of HK$9.20 per H share. After this additional issue, the total share capital of the Company increased to 882,006,563 shares. After obtaining the approval from the CSRC on 28 May 1999, the Company issued 110,000,000 A shares on 2 June 1999 and such A shares were listed on the Shenzhen Stock Exchange on 13 July 1999. Since this issue of A shares, the Company has not made any new issue or bonus issue of shares. The total number of the Employee Shares to be listed on the Shenzhen Stock Exchange is 84,501,000. Such shares are held by 4,041 individuals. Among the 84,501,000 shares, 217,000 shares were held by a supervisor of the Company, an ex-chairman of the supervisory committee and an ex-vice president of the Company who have left the Company for less than six months. These 217,000 shares will continue to be frozen according to the SSE Listing Rules. Therefore, the actual number of the Employee Shares, which are to be listed and freely tradeable, is 84,284,000 being held by 4,038 individuals. TCR-AP reported on June 14 that Guangdong Kelon Electrical, due to the alleged breaches by the Company in respect of certain historical connected transactions as disclosed in the announcement dated 13 March 2002, is being investigated by the Investigation Bureau of the China Securities Regulatory Commission and such investigation commenced on 23 April 2002. LUCKSON LIMITED: Hearing of Winding Up Petition Set --------------------------------------------------- The petition to wind up Luckson Limited will be heard before the High Court of Hong Kong on September 11, 2002 at 10: 00 am. The petition was filed with the court on June 18, 2002 by Choy Yau Keung of K30, Marina Cove, Sai Kung, New Territories, Hong Kong. SHING YIP: Winding Up Petition Hearing Pending ---------------------------------------------- The petition to wind up Shing Yip Limited is scheduled for hearing before the High Court of Hong Kong on September 11, 2002 ay 10:00 am. The petition was filed with the court on June 18, 2002 by Choy Yau Keung of K30, Marina Cove, Sai Kung, New Territories, Hong Kong. ================= I N D O N E S I A ================= CITRA MARGA: Seeks Bond Debt Repayment Rescheduling --------------------------------------------------- PT Citra Marga Nusaphala Persada Tbk hopes to reschedule the repayment of its debt in floating rate notes (FRN) and eurobonds until 2007, Antara reports, citing Finance Director I Ketut Mardjana, adding that company debts amount to US$27.13 million in FRN and US$26.43 million in eurobonds. Mardjana is confident that the bondholders will agree to the proposed rollover until 2007, although talks on the proposal are still in progress. He added that the company will fare much better if the creditors agree with their request. The debts were already rescheduled earlier until 2004. CMNP is currently preparing itself to become a global player in infrastructure development after its contract in toll road operation ends in 2023. According to DebtTraders, Citra Marga's 7.250% bonds due on 2002 (CMNP02IDN1) are trading between 68 and 73. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=CMNP02IDN1 for real-time bond pricing information. INDOCEMENT TUNGGAL: Selects Guthrie as Preferred Bidder ------------------------------------------------------- PT Indocement Tunggal Prakarsa and the Indonesian government has selected diversified group Guthrie GTS as the preferred bidder for a 76 percent stake worth US$55.3 million in Wisma Nusantara International, IndoExchange reported Tuesday. In a statement to the Singapore Exchange, Guthrie said it is still discussing various matters relating to the sale with existing Wisma Nusantara shareholders, including the shareholding structure of the company once the sale is completed. Depending on the outcome of these discussions, the proposed investment could take various forms and will, in turn, affect the size of Guthrie's investment. Guthrie's bid values the entire Indonesian investment company at US$72.8 million. On May 2, TCR-AP reported that Indocement Tunggal Prakarsa plans to sell off its non-core assets to raise funds to buy back debts. Indocement President Daniel Lavelle said it would sell a 33.98 percent stake in PT Wisma Nusantara International, which operates an office building in Jakarta and a 35 percent stake in PT Indominco Mandiri. ========= J A P A N ========= DAIEI INC: Resorts to Stock Swap to Repay Debts ----------------------------------------------- As part of its reconstruction plan, Daiei Inc calls on its three main lenders UFJ Bank, Mizuho Corporate Bank and Sumitomo Mitsui Banking Corp. to swap their 220 billion yen in combined financial claims for Daiei's preferred stock, the Nihon Keizai Shimbun reported. The three banks would obtain all the preferred equities before selling part of them to the Development Bank of Japan. Of this amount, 40 billion yen worth of stock would have voting rights and eventually be sold to the Development Bank of Japan. The other 130 billion yen worth would also have voting rights if Daiei fails to pay dividends in the year through March 2005 and thereafter. The remaining 50 yen billion would not have voting rights but would receive large dividends, sources close to the deal said. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 139, July 16, 2002) FUJI POLYMER: DBJ, Mizuho Arrange Loan for Rehab Process -------------------------------------------------------- Development Bank of Japan and Mizuho Bank will arrange a Y1 billion-syndicated loan for Fuji Polymer Co., which is undergoing a rehabilitation process, Nikkei and Nihon Keizai Shimbun reported Saturday. Fuji Polymer expects to complete its reconstruction plan two years earlier than initially planned. The five banks comprising the loan syndicate include Sumitomo Mitsui Banking Corp, which will provide Y100 million-Y350 million each over six years. The names of the other banks were not stated in the report. FURUKAWA ELECTRIC: Sees 1Q Y10B Operating Loss ---------------------------------------------- Furukawa Electric Co expects an operating loss of 10 billion yen in the year to March due to a poor performance of the optical fiber business that the firm bought from Lucent Technologies Inc of the US in November, AFX Asia reported Monday. The Company suffers from a decline in demand for optical fiber and cables as US telecommunications firm curb capital spending. In June, Moody's Investors Service placed the long-term debt ratings of Furukawa Electric Co., Ltd. under review for possible downgrade. The review also includes the Baa1 Euro MTN Program of its wholly owned subsidiary, Furukawa Finance Netherlands B.V. The review reflects Moody's growing concern that the recovery of the Company's telecommunications business in the US market will be considerably more delayed than previously anticipated, because the end users of its products have dramatically scaled back their capital expenditure. According to TCR-AP, As of March 2001, Furukawa Electric's long- term debt stood at 183.33 billion yen while total liabilities at 789.34 billion yen. To see the Furukawa's financial results, go to http://bankrupt.com/misc/TCRAP_Furukawaelec0715.htm HOKUBU COMMUNICATION: DBJ Extends Y1B Credit Line ------------------------------------------------- Development Bank of Japan (DBJ) and Fukoku Mutual Life Insurance Co. are extending a credit line of 1 billion yen to electronic maker Hokubu Communication & Industrial Co. under the debtor-in- possession financing scheme, Kyodo News said Monday. Hokubu Communication is now following court-led rehabilitation proceedings. The Company is based in Fukushima City, Fukushima Prefecture, Japan. Hokubu Communication's principal activity is manufacturing of printed circuit boards mainly for Fujitsu's group companies, and selling OEM (original equipment manufacture) products (finished goods such as pagers, RGB converters and meter reading/inspecting systems) to electronic equipment manufacturers. The group also produces facsimile machines, surveillance cameras, video cameras, mobile phones, ceramic processing, and semiconductor manufacturing machines and ultrasonic washing machines. Manufacture and sale of electronic equipment accounted for 78 percent of fiscal 2001 revenues and sale of meter-reader and inspecting systems, 22 percent. According to Wright Investors Service, as of March 2001, the Company's long-term debt was Y1.26 billion and total liabilities were Y5.26 billion. The long-term debt to equity ratio of the Company is 0.83. For a copy of Hokubu Communication's financial data click on http://www.japanfinancials.com/6/69/6909/6909.htm MATSUSHITA ELECTRIC: Discloses Stock Acquisition Rights Update -------------------------------------------------------------- Matsushita Electric Industrial Co., Ltd. announced Monday that it has fixed the payment amount for the rights exercise and other pertinent matters in regards to stock acquisition rights as stock options. As previously announced, the issuance of these stock acquisition rights was approved and passed at the 95th Ordinary General Meeting of Shareholders held on June 27, 2002, and the Board of Directors subsequently adopted resolutions at its meeting held on the same day. The details determined are: 1. Date of issue of stock acquisition rights: July 15, 2002. 2. The amount to be paid upon exercise of each stock acquisition right: 1,734,000 yen (1,734 yen per share of common stock). 3. Total amount of the Company's common stock to be issued or transferred as a result of exercise of stock acquisition rights: 201,144,000 yen. 4. Amount to be transferred to stated capital, out of the issue price of the shares to be issued upon exercise of stock acquisition rights: 867 yen per share of common stock. Note: For further information regarding the issuance of stock acquisition rights as stock options, please see the press release "Stock Acquisition Rights Proposal Approved at Shareholders' Meeting," dated June 27, 2002. About Matsushita Electric Industrial Co., Ltd. Matsushita Electric Industrial Co., Ltd., best known for its Panasonic, National, Technics, and Quasar brands, is a worldwide leader in the development and manufacture of electronics products for a wide range of consumer, business, and industrial needs. Based in Osaka, Japan, the Company recorded consolidated sales of US$51.70 billion for the fiscal year ended March 31, 2002. In addition to stock exchanges in Tokyo (TSE: 6752) and elsewhere in Japan, Matsushita's shares are listed on the Amsterdam, Dusseldorf, Frankfurt, New York (NYSE: MC), Pacific, and Paris stock exchanges. For further information, please visit the Matsushita Electric Industrial Co., Ltd. home page at: www.panasonic.co.jp/global/top.html Contact: Yasuhiro Fukagawa International PR, Tokyo Tel: 03-3578-1237 Fax: 03-5472-7608 SUMITOMO METAL: Selling Entire Stake in US Joint Venture -------------------------------------------------------- Sumitomo Metal Industries Ltd will sell its entire stake in an electro-galvanizing joint venture in the US as early as July and abandon its ownership in L-S Electro Galvanizing Co (LSE), the Nihon Keizai and AFX Asia reported Monday. The move comes after the collapse of its joint venture partner. Over the next three years, SMI will face the maturity of 258 billion yen in bonds and 430 billion yen in long-term borrowings, for a total of nearly 700 billion yen, Rating and Investment Information (R&I) reports. According to Wright Investors' Service, as of March 2001, the Company's long-term debt was Y83.84 billion and total liabilities were Y284.12 billion. ========= K O R E A ========= CHOHUNG BANK: GE Capital May Acquire Credit Card Unit ----------------------------------------------------- Chohung Bank has selected GE Capital, Citibank and Dongbu Group as preferred negotiators to sell its credit card unit, but GE Capital has emerged as the strongest candidate to acquire the operations, Maeil Business Newspaper reported Monday. The name of the credit card unit was not mentioned in the report. TCR-AP reported last week that the Korean government has decided to postpone its plan to sell off its 15 percent stake in Chohung Bank to foreign investors later this year. The state-run Korea Deposit Insurance Corp. (KDIC) now owns 80 percent of Chohung Bank as the government injected 2.71 trillion won into the bank to normalize its operation amid the 1997-1998 financial crisis. DAEWOO MOTOR: Require Creditors to Share in W1.7T Loss ------------------------------------------------------ The Korea Development Bank requires Daewoo Motor's non-bank creditors to share in the 1.7 trillion won in losses arising from loans extended to the carmaker in 1999 to keep it afloat, the Korea Economic Daiy and AFX Asia reported Monday. Of the 1.7 trillion won in loan losses to be allocated to non- banks, investment trust firms should cover 36.39 percent, insurance firms 26.08 percent, merchant banks 1.76 percent and other firms 8.12 percent. The amount each non-banking firm should cover is estimated at 140 billion won for Hyundai Investment Trust, 100 billion for Korea Investment Trust, 70 billion won for Daehan Investment Trust and 450 billion won for Seoul Guarantee Insurance. FREECHAL.COM: Cutting Workforce to Stay Afloat ---------------------------------------------- Freechal.com will lay off 40 percent of its workers as part of its restructuring effort to keep the portal site afloat because of liquidity problems, Maeil Newspaper reported Monday. Executives of the firm said reorganization efforts would be completed by July. Freechal has been under pressure financially like other dot-com companies due to the lack of profit models. Freechal currently has 9.5 million subscribers. HYNIX SEMICON: Creditors Unlikely to Provide Loans -------------------------------------------------- Creditors of Hynix Semiconductor Inc will continue a previous plan to sell the chipmaker and are not likely to extend fresh loans to the Company, AFX Asia said Monday, according to Finance and Economy Minister, Jeon Yun-churl. "Hynix will be sold to the investor who makes the best offer," said Minister Jeon. HYUNDAI PETROCHEMICAL: Goldman Sachs Distributes Sale Info ---------------------------------------------------------- Hyundai Petrochemical Co's financial advisor Goldman Sachs has prepared the data on the Hyundai's sale that includes details on total assets, debts, production, marketing and purchasing units Asia Pulse reported Tuesday. The materials will be sent to 20-30 firms including Honam Petrochemical, LG Chemical and SK Corp., who have already expressed an interest in acquiring the Company. Creditors expect to receive letters of intent from those firms before choosing a priority-negotiating partner to open sales talks. Hyundai Petrochemical hopes to conclude the sale by the end of 2002 or at least determine the buyer through an open process. KOREA ELECTRIC: Resumes Sale of Five Power Units ------------------------------------------------ Korea Electric Power Corp (KEPCO) will continue its plans to sell five power units as part of efforts to privatize the state utility, AFX Asia reported Monday. KEPCO will auction Korea South-East Power Co (KOSEP) by next year. KOSEP has total assets of 2.72 trillion won and debts of 1.35 trillion won. KEPCO officials said foreign firms including Singapore Power International have shown interest in acquiring KOSEP. KEPCO aims to initially privatize two firms and the remaining three by 2005. The auction, however, requires negotiations with labor unions. The names of the other four power units were not mentioned in the report. According to TCR-AP, as of June 30 2001, Seoul's electric utility Company has current assets of $3.25 billion against current liabilities of $7.2 billion. DebtTraders reports that Korea Electric Power Corp's 8.250% bond due in 2005 (KORE05KRN1) trades between 111.043 and 111.626. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=KORE05KRN1 SK CORP.: S&P Assigns 'BBB-' Rating to Guaranteed Notes ------------------------------------------------------- Standard & Poor's said Monday that it had assigned its triple- 'B'-minus rating to the proposed exchangeable notes due 2007 to be issued by Momenta (Cayman), which are unconditionally and irrevocably guaranteed by SK Corp. (BBB-/Stable/--). SK Corp., a leading Korean oil refining and marketing company, will sell a portion of its shares in SK Telecom Co. Ltd. (local currency rating 'A-/Stable/--', foreign currency rating 'BBB+/Stable/--') to Momenta, a special-purpose vehicle. In turn, Momenta will issue notes that are exchangeable for American depository shares in SK Telecom. "The exchangeable bond issue will increase contingent liabilities at SK Corp. in the immediate term, but it will not have a significant impact on the company's credit quality, as the proceeds are expected to be used to pay down existing debt and will result in a lengthening of its debt maturity profile," said Daisuke Fukutomi, director of Standard & Poor's Corporate Ratings Group in Tokyo. The rating on SK Corp. reflects the company's leading position in the oligopolistic Korean petroleum refining and marketing sector, as well as the company's good operating efficiency, backed by economies of scale and vertical integration. These strengths are offset by an increasingly less favorable regulatory and competitive environment, excess refining capacity in Korea, as well as the company's still high debt usage and modest profitability. The rating also takes into account the financial flexibility derived from SK Corp.'s 26.8% shareholding in SK Telecom, and management's ongoing commitment to reducing the company's debt and improving its debt protection measures. Wrights Investors' Service reports that at the end of 2001, SK had negative working capital, as current liabilities were W14.35 trillion while total current assets were only W13.34 trillion. =============== M A L A Y S I A =============== AMSTEEL CORPORATION: EGM Scheduled for July 29 ---------------------------------------------- Amsteel Corporation Berhad advised that its Extraordinary General Meeting of will be held at the Meeting Hall, Level 48, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur on 29 July 2002 at 10.00 a.m., for the purpose of considering, and if thought fit, passing this resolution as an Ordinary Resolution: PROPOSED DISPOSAL BY AMSTEEL CORPORATION BERHAD (AMSTEEL) OF 100% EQUITY INTEREST IN OPTIMA JAYA SDN BHD (OJSB) TO SCB DEVELOPMENTS BERHAD (SCB) FOR A CONSIDERATION OF RM150,000 AND PROPOSED SETTLEMENT BY SCB, FOR AND ON BEHALF OF OJSB, OF DEBTS OWING BY OJSB TO AMSTEEL TOTALING RM113.85 MILLION AS AT COMPLETION That subject to fulfillment of the conditions precedent provided in the Sale and Purchase Agreement dated 20 June 2001 between Amsteel and SCB (SPA) for the proposed disposal by Amsteel of 100% of its equity interest in OJSB, approval be and is hereby given for Amsteel to dispose of its entire shareholding of 150,000 ordinary shares of RM1.00 each in OJSB representing 100% of the equity interest in OJSB for a total cash consideration of RM150,000 and for Amsteel to accept payment from SCB, for and on behalf of OJSB, of the sum of RM113.85 million, to be settled partially in cash of RM10,000,500 and partially by way of 23,111,000 new shares in SCB (valued at RM4.50 per share) in consideration for Amsteel's: (i) assumption of certain liabilities owing by OJSB to its trade, deferred and other creditors and to its related companies as at completion; and (ii) waiver of all the liabilities owing by OJSB to Amsteel other than the sum of RM113.85 million as at completion upon the terms and subject to the conditions contained in the SPA and that the Directors of Amsteel be and is hereby authorized with full powers, for the purposes of completing and giving effect to the aforesaid disposal, assumption and waiver of liabilities, to assent to any conditions, modifications, variations and/or amendments as may be required and/or approved by the relevant authorities and to do all acts, deeds and things as may be considered by the Directors of Amsteel to be necessary or expedient to give full effect to and to complete the SPA. AUDREY INTERNATIONAL: Sells Losing Unit for Working Capital ----------------------------------------------------------- The Board of Audrey International Berhad announced that the Company had, on 12 July 2002 entered into a Sale and Purchase Agreement with Essential Pearls Sdn. Bhd. [Company No. 579215-P] (EPSB) to dispose of its entire equity interest, comprised of 192,100 shares of US$1/- each fully paid in its wholly-owned subsidiary, Lilian Body Fashion Industry (VN) Co. Ltd. [Investment No.05-GP-KCN-DNG] (LBF). The details of the disposal: 1.Information on LBF LBF was incorporated in Vietnam having an authorized share capital of US$365,000/- divided into 365,000 shares of US$1/- each, and its total issued and paid-up share capital is US$192,100/- divided into 192,100 shares of US$1/- each. Its registered office is situated at Lot No. 17, Danang Industrial Zone, Danang City, Vietnam. LBF's principal business is manufacturing of ladies' undergarment. 2.Information on EPSB EPSB was incorporated in Malaysia having an authorized share capital of RM100,000/- divided into 100,000 shares of RM1/- each, and its total issued and paid-up share capital is RM2/- divided into 2 shares of RM1/- each. 3.Details of the Disposal The Company has entered into the Agreement to dispose of its entire equity interest comprising 192,100 shares of USD1/- each in LBF for a total cash consideration of RM260,464.00 (on willing buyer willing seller basis) to EPSB of Lot 1.68, 1st Floor, Wisma Cosway, Jalan Raja Chulan, 52200 Kuala Lumpur. The said consideration will be paid to the Company by EPSB in the following manner: a) Upon execution of this Agreement RM 26,046.40 b) Within three (3) months from the date of this Agreement RM234,417.60 -------------------- RM260,464.00 ======== The original cost of the investment was RM729,981/-. The expected loss arising from the disposal is RM469,517/- and the sale proceeds will be used as part of the working capital for the Group. The estimated time frame for the completion of the transaction is within three months from the date of the Agreement. 4. Effects of the disposal The disposal will not have any material effect on the current earnings and net tangible assets value of the Company. 5. Rationale of the Disposal The Group is currently consolidating its operations and placing greater emphasis and focus on the trading and retailing activities. LBF, which is concentrated in manufacturing activities, has accumulated losses of RM469,517/- as at 31 May 2002. The disposal will reduce its investment exposure in manufacturing activities and after taking into account all relevant factors, the Board of the Company is of the view that it would be in the best interest of the Company to divest its current stake/interest in LBF. 6. Directors' and Major Shareholders' Interest None of the Directors and/or Major Shareholders and/or persons connected with a director or major shareholder has any interest, direct or indirect in the disposal. 7. Approval Sought The above disposal does not require the approval of shareholders and any other relevant authorities. 8. Directors' Confirmation The Board of Directors has confirmed that the disposal is done in the best interests of the Company. 9. Documents available for inspection A copy of the Agreement is available for inspection at the registered office of the Company at Lot 10449, Jalan Nenas, Batu 4 1/2, Kg. Jawa, 41000 Klang, Selangor Darul Ehsan during office hours on any week day (except public holiday) within 3 months from the date of this announcement. AYER HITAM: Appoints Remuneration Committee Member -------------------------------------------------- The Board of Directors of Ayer Hitam Tin Dredging Malaysia Berhad informed that Encik Mohamed Azahari bin Mohamed Kamil, an Independent Non-Executive Director, has been appointed a member of the Remuneration Committee with effect from July 12, 2002. Following his appointment, the Remuneration Committee is now comprised directors: 1) Dato' Mohd Nadzmi bin Mohd Salleh- Chairman, Independent and Non-Executive 2) Encik Nikmat bin Abdullah - Managing Director, Executive and Non-Independent 3) Mr. Chow Yeon Loong @ Chow Yoon Loong- Independent and Non-Executive 4) Encik Mohamed Azahari bin Mohamed Kamil - Independent and Non-Executive TCR-AP reported on June 28 that the Company's 100 percent subsidiary company, Motif Harta Sdn Bhd, is still in the midst of finalizing the legal documentation in respect of the restructuring of its RM22.8 million syndicated term loan. BERJAYA GROUP: Proposed B-Land ICULS OFS Mutually Beneficial ------------------------------------------------------------ On behalf of the Board of Directors of Berjaya Group Berhad, Commerce International Merchant Bankers Berhad, announced that Proposed Renounceable Offer for sale of Berjaya Land Berhad's (B-Land) 5 percent Irredeemable Convertible Unsecured Loan Stocks 1999/2009 of RM1.00 Nominal Value (ICULS) (Proposed B- Land ICULS OFS), which was announced by B-Land on 11 July 2002, was arrived at for the mutual benefit of both companies. The Proposed B-Land ICULS OFS serves primarily to address B- Land's primary obligation to its financial institutions (FIs) for the put options of the B-Land ICULS pursuant to several put option agreements entered into between B-Land and the FIs in relation to the debt conversion exercise in 1999. To facilitate the said debt conversion exercise, BGroup had agreed to assume the put option from B-Land. As part of the terms of the proposal, any shortfall (if any) arising from the offer price for the Proposed B-Land ICULS OFS and the option price of the B-Land ICULS by the FIs shall be borne entirely by BGroup. Subject to the relevant authorities' approval, Messrs Deloitte & Touche Corporate Advisory Services Sdn Bhd will be appointed to advise the minority shareholders of BGroup on the Proposed B- Land ICULS OFS. KUALA LUMPUR: Members Voluntarily Wind Up Dormant Subsidiary ------------------------------------------------------------ Kuala Lumpur Industries Holdings Berhad (Special Administrators Appointed) announced that the members of Emville Sdn Bhd (Special Administrators Appointed), a subsidiary of the Company has at the Extraordinary General Meeting held on 12 July 2002 resolved that the company be wound up voluntarily, pursuant to Section 254(1)(b) of the Companies Act, 1965 and that Mr Mok Yuen Lok and Mr Onn Kien Hoe of Level 16, Tower C, Megan Phileo Avenue, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur, be appointed to act as Joint and Several Liquidators of the company for the purpose of such winding-up. The winding-up proceeding shall commence on 12 July 2002. The Company also informed that there was no financial and operational impact of the winding-up proceedings on the group as the company is dormant. MANCON BHD: White Knight Not Ready to Ink Definitive Agreement -------------------------------------------------------------- Mancon Berhad, in reference to its various announcements dated 5 April 2002, 2 May 2002 and 6 June 2002 in relation to its Proposed Restructuring Scheme, announced that as of 15 July 2002, creditors' support for the Scheme missed the minimum threshold level of 75 percent required under Section 176 of the Companies Act, 1965 for its implementation. Under the announcement dated 5 June 2002, the Definitive Agreement Signing with the White Knight was expected by 15 July 2002 upon the receipt of approval in principle by the Steering Committee of the creditors. In this regard, pending sufficient support, the White Knight indicated that it is not prepared to execute the Definitive Agreement. The Company is presently considering the next best course of action. MOL.COM BERHAD: SC Approves Proposed Rights Issue ------------------------------------------------- AmMerchant Bank Berhad (formerly known as Arab-Malaysian Merchant Bank Berhad), on behalf of the Board of Directors of Mol.Com Berhad, announced that the Securities Commission (SC) has vide its letter dated 9 July 2002 approved: * Rights issue of up to 150,674,600 new ordinary shares of MOL of RM1.00 par value per share on the basis of two (2) ordinary shares for every one (1) existing MOL share held, as proposed. The approval is subject to: (i) The proceeds from the rights issue are to be placed in a fixed deposit with an approved financial institution and the approval of the SC must first be sought for any proposed utilization of the said proceeds; (ii) The substantial shareholders of MOL to give an irrevocable written undertaking that they will subscribe in full their respective entitlement pursuant to the Proposed Rights Issue; (iii) The promoters and directors of MOL to give an undertaking to the SC that they will not dispose off of any of their shareholdings interest from the date of adjustment till ten market days after the rights issue shares have been listed, if the price of the rights issue mentioned is set at a discount of more than 30% from the theoretical ex-rights price of MOL shares based on the five-day weighted average market price of MOL shares basis prior to the price fixing date. (iv) MOL to disclose in detail, the risks associated with MOL's current businesses, including those expected in the field of information technology in the future as well as its those relating to the Internet, in its Abridged Prospectus; (v) MOL to further disclose in its Abridged Prospectus, the profit and cashflow forecast of the Company as well as the strategy to be taken to ensure that the profit forecast can be achieved. Full disclosure is required as well on the adequacy of the Company's cashflow and its measures to ensure such; and (vi) AmMerchant Bank Berhad/MOL to fully comply with the requirements relating to the implementation of the rights issue, as provided under the SC's Policies and Guidelines on Issue/Offer of Securities (Guidelines), especially those mentioned in Chapter 12 and 25 of the Guidelines. In relation to the proposed acquisition and subscription of new ordinary shares of Silicon, the SC has stated that it will not consider it in view that it does not contribute a reasonable and appropriate amount of profit to the MOL Group in the foreseeable future, as compared to the total consideration to be paid. In relation to the Proposed Rights Issue, the SC has informed that it will not consider the proposed utilization of proceeds until MOL has met these conditions: (i) MOL to provide the SC its reasons for failing to disclose to the SC earlier of the proposed acquisitions of the information technology companies that has been/will be completed. In view that the companies' acquisitions will now be financed/refinanced again through the issuance of new shares of MOL and that the acquisitions of companies would cause a material change in the core Company business, MOL's failure to disclose to the SC the proposed companies' acquisition earlier can be seen as a violation of certain relevant requirements under the Guidelines; (ii) MOL to provide a revised proposal that will regularize the Company to a positive cashflow position in a reasonable and foreseeable timeframe; and (iii) MOL to provide independent reports prepared by qualified parties concerning the appropriateness of the acquisition price, commercial viability and others for each information technology company that will be financed/refinanced through the proceeds from the said rights issue. It should be noted that MOL has diversified from the brick and mortar business to become a Internet incubator and in view of this, the Board of Directors of MOL has resolved to lodge an appeal with regards to the Silicon acquisition and the proposed utilization of the proceeds for investment in the information and communication technology companies as originally proposed. The "Proposals" comprise: * Proposed Acquisition of Silicon Communications Sdn Bhd (Silicon); * Proposed Subscription of Shares in Silicon; * Proposed Rights Issue; and * Proposed Increase in Authorized Share Capital. NAM FATT: SC Gives Proposals Conditional Nod -------------------------------------------- On behalf of the Board of Directors of Nam Fatt Corporation Berhad, Commerce International Merchant Bankers Berhad, announced, pertaining to the Proposals, that the Securities Commission (SC), via its letter dated 9 July 2002 approved the following: (i) proposed issuance of up to RM285,100,000 of RM1.00 nominal value 8-year 2.0% irredeemable convertible unsecured loan stocks (ICULS-A); (ii) proposed renounceable rights issue of RM10,064,512 of RM0.10 nominal value 8-year zero coupon irredeemable convertible unsecured loan stocks (ICULS-B) at 100% of its nominal value on the basis of RM1.10 nominal value of ICULS-B for every ten (10) ordinary shares of RM1.00 each in Nam Fatt (Nam Fatt Shares) held (Proposed Rights Issue); (iii) an exemption from complying with the requirement of fixing the conversion price of the ICULS-A on a date after the SC's approval. Accordingly, the fixing of the conversion price of the ICULS-A at RM1.00 per Nam Fatt Share as proposed by Nam Fatt is therefore approved; and (iv) the listing of and quotation for the ICULS-A and ICULS-B and the new Nam Fatt Shares to be issued pursuant to the conversion thereof on the Main Board of the Kuala Lumpur Stock Exchange (KLSE). The Proposals collectively refers to: * Proposed Loans Restructuring Scheme; * Proposed Additional Issue; * Proposed Rights Issue; and * Proposed Increase in Authorized Share Capital The approval of the SC on the Proposals is however subject to the following conditions: (i) The utilization of the proceeds from the Proposed Rights Issue and the proposed issue of RM100,000 nominal value of ICULS-A by Nam Fatt to CIMB as primary subscriber, at 100% of its nominal value for the purpose of creating the spread requirement of not less than one hundred (100) ICULS-A holders to facilitate the listing of and quotation for the ICULS-A (Proposed Additional Issue) (Proceeds), details of which are set out in Table A found at http://www.bankrupt.com/misc/TCRAP_NamFatt0717.doc,needs to adhere to these conditions: (a) approval of the SC is required for any revision to the original proposed utilization of the Proceeds if such revision involves utilization for purposes other than for the core business of Nam Fatt; (b) approval of the shareholders of Nam Fatt is required for any revision to the utilization of the Proceeds amounting to 25% or more from the original proposed utilization. If the proposed revision to the utilization of Proceeds is less than 25%, appropriate disclosures are required to be made to the shareholders of Nam Fatt; (c) any extension of time for the completion of the utilization of Proceeds from the period determined earlier by Nam Fatt should be approved by a final resolution by the Board of Directors of Nam Fatt and disclosed fully to the KLSE; and (d) appropriate disclosures in relation to the status of the utilization of Proceeds are required to be made in the quarterly report and annual report of Nam Fatt until completion of the said utilization. (ii) Nam Fatt proposes to dispose of certain identifiable assets of the Company and its subsidiaries (Proposed Disposals) for the purpose of raising funds for part repayment of the LTL-A and LTL-B (as defined in Table A) pursuant to a loans restructuring scheme proposed by Nam Fatt. In view that the Proposed Disposals, if implemented, is inter-conditional to the loans restructuring scheme proposed -by Nam Fatt which involves, inter-alia, the Proposed ICULS-A Issue and Proposed Rights Issue and also represents an important factor which determines the future profit and cashflow position of Nam Fatt, Nam Fatt is required to: (a) furnish to the SC a written undertaking stating that Nam Fatt shall implement the Proposed Disposals in the best interest of the Company; (b) obtain the approval of the SC, where applicable, for the Proposed Disposals; and (c) furnish to the SC the finalized details of the Proposed Disposals; (iii) Nam Fatt is required to disclose in the circular to the shareholders and prospectus the following matters: (a) the risks and effects of the Proposed Disposals on the future profit and cashflow position of Nam Fatt; (b) the effects of the loans restructuring scheme proposed by Nam Fatt on the total borrowings and gearing position of the Nam Fatt Group; and (c) the profit and cashflow projections of the Nam Fatt Group up to the financial year ending 31 December 2010 together with detailed explanations on the deficit arising from operating activities which is expected to arise in the financial years ending 31 December 2002 and 2003 (after implementation of the Proposals). Nam Fatt is also required to disclose the sources and methods to overcome the aforesaid deficit position from the operating activities, including but not limited to any financing facilities which are expected to be obtained, as well as disclosure on the risks and effects on the financial position of Nam Fatt in the event the aforesaid sources and methods is not implemented or obtained; (iv) Dato' Ng Keng Joo, the Executive Chairman and major shareholder of Nam Fatt, is required to comply with the requirements relating to public shareholdings spread in fulfilling his undertaking to subscribe, in his own capacity or otherwise, for any of the ICULS-B not subscribed by other entitled shareholders of Nam Fatt and/or in exercising his first right of refusal for the ICULS-A which may be offered to him by the lenders of Nam Fatt; and (v) full compliance with all the relevant requirements under the SC's Policies and Guidelines on Issue/Offer of Securities. Further in a letter dated 10 July 2002, the SC imposed these additional conditions on the Proposals: (i) approval of the SC is required for any revision to the terms and conditions relating to the issuance of the ICULS-A and ICULS-B; (ii) CIMB is required to furnish a copy of the duly executed trust deeds for the SC's record prior to the issuance of the ICULS-A and ICULS-B; and (iii) full compliance with the requirements under the SC's Guidelines on the Offering of Private Debt Securities pursuant to the implementation of the Proposed ICULS-A Issue, Proposed Additional Issue and Proposed Rights Issue. The Proposals are presently subject to the following: (i) the approval of the shareholders of Nam Fatt at an extraordinary general meeting to be convened; and (ii) the approval of the KLSE for the listing of and quotation for the ICULS-A and ICULS-B and the new Nam Fatt Shares to be issued pursuant to the conversion thereof on the Main Board of the KLSE. PICA (M) CORP.: Seeks Solicitor to Defend Suit Filed by AMBB ------------------------------------------------------------ The Board of Directors of Pica (M) Corporation Berhad announced: 1. That a writ of summons and statement of claim dated 13.June 2002 was served on the Company on 11 July 2002. The Plaintiff, Arab-Malaysian Bank Berhad, is claiming for the principal sum of RM3,064,774.47 plus interest at the rate of 1.5% above the Plaintiff's cost of fund from 1 May 2002 until 6 May 2002 and 2.5 percent above the Plaintiff's cost of fund thereafter, allegedly arising from credit facilities granted by the said bank. 2. The Company is in the process of appointing a firm of solicitors to defend the said legal proceedings. 3. The impact and expected losses (if any) would be the amount claimed by the Plaintiff in the Writ of Summons (approximately RM3.1 million plus interest) and cost of the proceeding. SETEGAP BERHAD: Unit's Winding-Up Petition Hearing on Sept 24 -------------------------------------------------------------- Setegap Berhad, in reply to a Query Letter by KLSE (reference ID: KM-020712-34355) regarding the Winding-Up Petition on Tekun Bina Sdn. Bhd., its wholly owned subsidiary, furnished this information for immediate public release: 1. The name of the petitioner: Mr. Povananthiran Maniam 2. The date when the petition was served on TBSB: 10th July 2002 3. The particulars of the claim under the petition, including the amount claimed for under the petition and the interest rate. The claim under the petition was allegedly for consultancy services rendered to TBSB and amounting to RM399,950.13 with no interest charges. 4. The total cost of investment in TBSB to Setegap Berhad: RM1,400,100.00 i.e. the issued and paid up capital of TBSB. 5. The details of the default or circumstances leading to the filing of the winding-up petition. Consultancy services allegedly rendered. 6. The operational and financial impact on the Group, if any, arising form the aforesaid petition. The claim will not affect the operational and financial position of TBSB or the Group. 7. The expected losses, if any, arising from the aforesaid petition. Should the petitioner be successful in his claim, it will not materially affect the operational and financial position of TBSB or the Group. 8. The steps that your Company has taken and will take with regards to the winding-up petition. The Company has instructed its solicitors to make an application to have it struck out as an abuse of the process. 9. The hearing date for the petition: 24th September 2002 at 9.30 a.m. TECHNO ASIA: Submits June 2002 Statutory Declaration ---------------------------------------------------- Techno Asia Holdings Berhad (Special Administrator Appointed), being an affected listed issuer, announced that in compliance with the obligation imposed pursuant to PN 4/2001 in relation to paragraph 8.14 of the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange (KLSE), the monthly report for the month of June 2002 accompanied by the statutory declaration duly executed by the Special Administrators had been submitted to the KLSE on 12th July, 2002. Days ago, Techno Asia applied to the KLSE for a three-month extension of time to 28 October 2002 to obtain all the requisite approvals necessary from the relevant authorities for the implementation of its Proposed Restructuring. ===================== P H I L I P P I N E S ===================== BENPRES HOLDINGS: CB Orders Creditors to Hike Loan Reserve --------------------------------------------------------- The Central Bank's (CB) Monetary Board has ordered local bank- creditors of Benpres Holdings Corp to increase their reserves for the Company's loans, AFX Asia reported Monday. An unnamed Company official said the bank would have to provide valuation reserves of up to 25 percent of unsecured Benpres loans and 10 percent for secured loans. Chief Financial Officer Angel Ong said the Company expects to miss more interest payments due in the next three months, but is considering resuming interest payments by November. MUSIC CORPORATION: Widens Net Loss to P765.1M --------------------------------------------- Music Corporation posted a net loss of 765.09 million pesos in the full year ending December 31 versus a net loss of 196.1 million pesos in the previous year, Dow Jones reported Tuesday. Figures are in pesos (PHP). 2001 2000 Net Profit (765.1 Million) (196.1 Million) Sales 400.2 Million 1.56 Billion Cost Of Sales 114.1 Million 355.3 Million Gross Profit 286.0 Million 1.20 Billion Expenses 886.2 Million 1.08 Billion Operating Income (600.1 Million) 121.4 Million Other Income (104.5 Million) (287.3 Million) Figures in parentheses are losses. The Company designs, develop, and market specialty semiconductors for the worldwide network systems market and invest in networking, telecommunications and internet infrastructure markets. According to Wright Investor's Service, as of December 2000, the Company's long-term debt was 8.97 million Philippine Pesos and total liabilities were 443.15 million Philippine Pesos. Company Address: 110 Excellence Ave cor, Accuracy Drive Canlubang, Laguna 4028 Philippines Phone +63 49 549 1480 Home Page http://www.music.com MUSIC CORPORATION: Guaranteeing Unit's $2M Loan ----------------------------------------------- The Board of Directors of Music Corp. has permitted the technology group to guarantee a $2 million credit facility extended by KBC Bank & Insurance Group (B.KBC) of Belgium, to its subsidiary, Music Semiconductors Philippines Inc, Dow Jones reported Tuesday. Music Semiconductors, formerly Music Manufacturing Technology Inc., is a production, testing, and engineering and quality assurance Company for Music Corp.'s integrated circuit devices. No other details of the credit facility were disclosed by Music. Company officials weren't immediately available for comment. NATIONAL POWER: Banks Eye US$500M Loan -------------------------------------- Banks are bidding to issue a US$400-US$500 million bridging loan to the Philippines National Power Corporation, ahead of a bond sale backed by the Asian Development Bank (ADB), debt markets newspaper BasisPoint and Reuters reported on Monday. A bidding group comprised of Banco de Oro, Citibank/Salomon Smith Barney, Credit Lyonnais, DBS Bank, Standard Chartered Bank and Sumitomo Mitsui Banking Corp has teamed up for the deal. The loan would have a maturity of one year and bridge the funding gap, while the terms of the ADB-backed bond deal worth US$750 million were finalized. The report said the bond deal, with a maturity of 15 to 20 years, would be a dual tranche offer denominated in a combination of U.S. dollars and Japanese yen. The currencies ratio is yet to be decided. Banks short-listed on the dollar paper are Citibank/Salomon Smith Barney, Credit Suisse First Boston, Deutsche Bank, HSBC and Morgan Stanley, with Daiwa Securities SMBC, Mizuho Securities and Nomura International leading the charge for the yen tranche. Short-listed banks are expected to make their proposals to the Manila-based ADB later in July. DebtTraders reports that National Power Corporation's 9.750% bond due on 2009 (NATP09PHN1) trades between 101.761 and 102.804. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=NATP09PHN1 ================= S I N G A P O R E ================= CAPITALAND LIMITED: Posts Changes in Temasek's Deemed Interests --------------------------------------------------------------- Capitaland Limited posted a notice of changes in substantial shareholder interest: Temasek Holdings Limited's deemed interests: Name of substantial shareholder: Temasek Holdings (Private) Limited Date of notice to Company: July 12, 2002 Date of change of deemed interest: July 8, 2002 Name of registered holder: CDP: DBS Vickers Sec Circumstance(s) giving rise to the interest: Others Please specify details: Securities Lending Transaction Shares held in the name of registered holder No. of shares of the change: 13,000 % of issued share capital: 0.0005 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: No. of shares held before change: % of issued share capital: No. of shares held after change: % of issued share capital: Holdings of Substantial Shareholder including direct and deemed interest No. of shares held before change: 1,586,507,271 (Deemed) % of issued share capital: 63.02 (Deemed) No. of shares held after change: 1,586,520,271 (Deemed) % of issued share capital: 63.02 (Deemed) Total shares: 1,586,520,271 (Deemed) (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 139, July 16, 2002) CapitaLand announced on April 8 that the Singapore Exchange Securities Trading Limited has on April 8 given its in-principle approval for the listing and quotation on the SGX-ST of, (i) S$380 million principal amount of Convertible Bonds, (ii) up to S$57 million principal amount of Convertible Bonds to be issued subject to the over-allotment option granted by CapitaLand to J.P. Morgan Securities (S.E.A.) Limited, the sole book runner and lead manager of the Issue and (iii) up to 187,087,935 New Shares to be issued pursuant to the conversion of the Convertible Bonds. CSC HOLDINGS: Shareholders Approve Capital Reduction Exercise ------------------------------------------------------------- The Board of Directors of CSC Holdings Ltd announced that at the extraordinary general meeting held Monday, the Company shareholders approved the resolutions set out in the notice of extraordinary general meeting dated 22 June 2002 in relation to: 1. the proposed capital reduction; and 2. the subsequent restoration of the authorized share capital of the Company. The Company will be seeking the confirmation of the High Court of Singapore for the Capital Reduction and will release an appropriate announcement in due course. TCR-AP reported that Construction firm CSC Holdings incurred a net loss of S$10.266 million compared to S$12.757 million in the previous year. According to World'Vest Base, at the end of 1999, CSC Holdings Ltd has fixed assets of S$31.2 million and current liabilities were S$33.6 million. UNITED INDUSTRIAL: Liquidating Dormant Subsidiary -------------------------------------------------- United Industrial Corporation Limited on Monday has informed the Singapore Exchange Securities Trading Ltd that its dormant subsidiary Alshine Pte Ltd commenced voluntary liquidation on July 9, 2002. United Industrial Corporation Limited operates through the following business segments: Property, develops property for investment and trading, property management and development management and consultancy; Travel, provides services as travel agent and tour operator; Technologies, distribute computers and related products, provides system integration and networking, infrastructure services and professional training in end-user computing; and Detergents, manufactures, sells and distributes detergent products. Rental income accounted for 41 percent of 2000 revenues and other operating income, 59 percent. =============== T H A I L A N D =============== SINBUALUANG PUBLIC: Files Business Reorganization Petition ---------------------------------------------------------- Monetary service company, Sinbualuang Public Company Limited's, Petition for Business Reorganization was filed in the Central Bankruptcy Court: Black Case Number For. 4/2543 Red Case Number For. 7/2543 Petitioner: SINBUALUANG PUBLIC COMPANY LIMITED Debts Owed to the Petitioning Creditor: Bt8,388,108,856.53 Planner: SINBUALUANG PUBLIC COMPANY LIMITED Date of Court Acceptance of the Petition: February 10, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette on April 25, 2000 The Court issued an order accepting the reorganization plan: June 22, 2000 Announcement of Court Order accepting the reorganization plan in Matichon Public Company Limited and Siam Rath Company Limited: July 3, 2000 Announcement of Court Order accepting the reorganization plan in Government Gazette: July 27, 2000 Contact: Ms. Chaweewan Tel, 6792514 S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***