/raid1/www/Hosts/bankrupt/TCRAP_Public/020802.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, August 2, 2002, Vol. 5, No. 152
Headlines
A U S T R A L I A
ANACONDA NICKEL: Releases Q4 Commitments Test Entity Report
ANALYTICA PTY: Diagnostic Division Posts Successive Profit
AUSDOC GROUP: WBC Ceases to be Substantial Holder
CALTEX AUSTRALIA: Completes US$200M Unsecured Sr Notes Issue
ENVESTRA LIMITED: Mr Allpass Replaces Chairman Piper's Post
MAXIS CORPORATION: Posts Approved Resolutions at GM
MAXIS CORPORATION: Enters Heads Of Agreement With NTG
ONLINE ADVANTAGE: ASIC Refers Sale Issue to the Takeovers Panel
PASMINCO LIMITED: Creditors' Meeting Scheduled on Aug 16
C H I N A & H O N G K O N G
CHINA SCI-TECH: Plans No Dividend Payment Distribution
CIL HOLDINGS: Court Adjourns Petition Hearing to August 26
E-LIFE INT'L: Incurs 1Q02 Loss of HK$17.8M
EASTWELL ENTERPRISES: Petition to Wind Up Pending
HUNG FUNG: Completes CN Settlement Agreement
NORTHEAST ELECTRICAL: Forecasts H102 Profit
PREMIUM LAND: Losses Drop to HK151.1M
SMITH & SMITH: Winding Up Sought by Amigo Paper
SOUTH SEA: Reduces Operations Loss to HK$19.8M
I N D O N E S I A
ASTRA INT'L: Demand Surpasses Unit's Rp200B Bond Issue
GREAT RIVER: Reaches Debt Settlement Agreement With Creditors
* Supreme Court Decision Affirms IBRA's Decision Based on PP17
J A P A N
DAIWA BANK: Securities Valuation Loss Swells to Y113.6B
FUJITSU LTD: Enters Agreement With Micro, Saifun
FURUKAWA ELECTRIC: Financial Forecasts Won't Affect Rating
MATSUSHITA ELECTRIC: Returns to Profit in 1Q, Revises Forecast
MITSUBISHI MATERIALS: JCR Downgrades Rating to BBB
NIPPON TELEGRAPH: Unveils FY02 Interconnection Report
SNOW BRAND: Itochu Takes 25 Percent Unit Stake
SUMITOMO MITSUI: Posts Appraisal Loss of Y631.7B
K O R E A
DAEWOO MOTOR: Unit Widens Preliminary 1H Net Profit to W50B
HOKKAIDO INTERNATIONAL: Discounting Regular Fares
HYUNDAI MULTICAV: Widens 1H Net Loss to W6B
HYNIX SEMICON: Restructuring Plan May Be Available in August
KOREA LIFE: Woori Finance Shows Interest in Bid
M A L A Y S I A
AYER HITAM: Unit's RM22.8M Loan Restructuring Pending
BESCORP INDUSTRIES: Provides Defaulted Payment Status Update
GEORGE KENT: All Resolutions Duly Passed at 51st AGM
JOHAN HOLDINGS: Defaulted Payment Status Remains Unchanged
MALAYSIAN RESOURCES: Terminates Agreements With Webvision
PAN MALAYSIA: Schedules Legal Suit's Final Case Management
PARK MAY: Units Enters Sale, Agreements to Reduce Debts
SAP HOLDINGS: Revises Proposed Merger
TAT SANG: Welcomes Director Bin Zainal to Boardroom
TIME DOTCOM: Collaborates With 3G Networks
P H I L I P P I N E S
FIRST PHILIPPINES: Signs Private Placement Agreement
NATIONAL BANK: Enters Debt For Asset Swap Deal With PDIC
NATIONAL POWER: PSALM, ADB Execs Discusses Bond Float
PHILIPPINE LONG: Inks Telecom Deal With Carmelray II
S I N G A P O R E
ASIA PULP: Completion of KPMG Report, Restructuring Talks
EXCEL MACHINE: In Talks With Banks, Restructuring Scheme
LKN-PRIMEFIELD: Debt Restructuring Update
NEPTUNE ORIENT: Upgrades Recommendation to Hold, GK Goh
ST ASSEMBLY: Narrows Net Loss to US$20.253M
T H A I L A N D
ADVANCE PAINT: Administrator Carries Out Capital Revisions
KRUNG THAI: Privatization May Lower 'BBpi' Rating, Says S&P's
RAIMON LAND: Changes Plan Administrator's Directors
THAI CANE: Files Business Reorganization Petition
THAI PETROCHEMICAL: EPL Submits Petition to Official Receiver
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Releases Q4 Commitments Test Entity Report
-----------------------------------------------------------
Anaconda Nickel Limited's financial report for the half year
ended 31 December 2001 noted that the Company's wholly owned
subsidiary, Murrin Murrrin Holdings Pty Limited (MMH), did not
replenish its debt service reserve account in respect of the
Senior Secured Fixed Rate Notes in the amount of US$15.9 million
on 1st March 2002 and thereafter. The failure by MMH to rectify
this matter by 31 March 2002 constituted an event of default
under the borrowing indenture for its Senior Secured Fixed Rate
Notes. In addition, MMH has been in a US$2,000,000 event of
default of its Note Purchase Agreement in respect of the Senior
Secured Floating Rate Notes since November 1999. However, the
Company is engaged in negotiations with bondholders for both
Senior Secured Fixed and Floating Rate Notes to continue to
forbear from exercising their rights in respect of those
indenture defaults and events of default and is optimistic the
Forbearance will be granted until the earliest of:
* 2 September 2002, (expected to be similar to the previous
extended forbearances until 28 June 2002 and 31 July 2002);
* any secured party other than the bondholders seeking to
enforce their rights in respect of the secured property;
* the commencement of insolvency or similar proceedings; or
* failure by MMH to timely makes its required contributions
to the Murrin Murrin Joint Venture (or failure by its joint
venture partner, Glenmurrin Pty Limited, to make such payments
on behalf of MMH).
In addition to this bondholder forbearance, in March MMH
received a consent from representatives of bondholders for a
US$10 million short term Senior Secured Project Loan Facility
from Glencore to the Murrin Murrin Joint Venture (US$6 million
net allocated to MMH). This facility is available during the
term of the forbearances. This facility provides a contingency
to assist MMH in meeting its future project cash call
requirements. MMH has not yet drawn down on this facility.
Furthermore, MMH also failed to meet its payment obligations for
currency hedging losses on 28 March 2002 for A$17.7 million, 28
June 2002 and 1 July 2002 for A$6.6 million. Forbearance
agreements have been reached or are in progress with
counterparties, (Glencore's claim represents A$10.7 million of
the A$17.7 million).
This forbearance and short term funding is only the first phase
of a restructuring negotiation process with secured creditors
regarding its longer term liquidity which the Company
anticipates will take an extended period of time.
Anaconda expects to reach a headline agreement with
representatives of the secured creditors of MMH, which is
expected to involve a buyback of outstanding obligations held by
secured creditors at a discount to their face value. In
addition, a substantial part of any amounts accruing to MMH,
which may be awarded to the Murrin Murrin Joint Venturers by the
Arbitrators in the Fluor Daniel arbitration, will be allocated
to secured creditors as part of the buyback settlement. The
interim award in respect of Phase 1 of the arbitration is now
not expected to be handed down until early September 2002.
Anaconda is currently assessing its options to raise capital to
facilitate this restructuring of debt and re-capitalization of
the Company that, if acceptable, may involve a substantial
renounceable rights issue. Discussions continue with potential
underwriters. To the extent all agreements are reached, we will
advise the market and initiate the process of gaining approvals
from statutory and regulatory authorities as well as from
shareholders at an EGM.
The Company continues to have a reasonable expectation that the
formal negotiations with its secured creditors in the ensuing
months will result in a restructure of debt and recapitalisation
of the Company. However, the timing and outcome of these
negotiations are uncertain. Should these negotiations not
succeed or become delayed, then the Company likely will not be
able to continue as a going concern and may be required to
realize assets and extinguish liabilities other than in the
normal course of business and at amounts different to those
stated in the financial statements.
Anaconda will continue to keep the market fully informed of
progress. In the meantime the focus remains on improving the
performance and reliability of the Murrin Murrin operations.
To see a copy of the Fourth Quarter Report based on its
Commitments Test Entity, go to
http://www.bankrupt.com/misc/TCRAP_ANL0802.pdf
ANALYTICA PTY: Diagnostic Division Posts Successive Profit
----------------------------------------------------------
Analytica Human Therapeutic, the diagnostic division of
Biotechnology Company Analytica Pty Ltd's, will report an
operational profit for the second quarter in a row.
Analytica's Chief Executive, Ron van der Pluijm, said this
result was consistent with the operational history of the
diagnostic division, which was acquired from Psiron in
December 2001.
"Sales since the acquisition of Psiron's Diagnostic division
have been relatively stable compared to the previous year. The
stability of sales is a positive result as often with business
changing hands there can be a degradation of sales." Mr van
der Pluijm said.
Mr van der Pluijm said during the quarter two new contracts were
signed to develop new products including a contract, which will
result in Analytica's product range more than doubling in the
next twelve months. "The second contract - an agreement with
Dr Torn Exner. one of Australia's leading scientists - could
result in an improved method for diagnosis of lupus".
These two projects will underpin the future growth of the
business. Analytica's corporate activities over the quarter have
concentrated on raising funds in the fully underwritten tights
issue, which closed on 17 July fully subscribed. Costs incurred
in the Corporate Division have outweighed income from the
Diagnostic Division as costs was incurred in the fundraising,
preparation of the prospectus, further restructuring have the
Company and management of the Intellectual Property portfolio.
"Considerable effort has also been invested in the sPLA2 R&D
Syndicate. It is expected that the Syndicate will be wound up
soon and Analytica has initiated discussions with parties
involved to ascertain haw the project can be developed
further," he said.
It is expected that the company will be re-quoted an the ASX
within the next few weeks.
Go to http://www.bankrupt.com/misc/TCRAP_ALT0802.pdffor the
Company's Quarterly report for entities admitted on the basis of
commitments.
On June 10, TCR-AP reported that Analytica Limited proposed to
raise approximately A$1.3 million by way of a renounceable offer
to shareholders of one New Share for each one share held on 20
June 2002 (Record Date), at 5 cents per New Share to retire debt
under the "come and go" facility with Psiron and to fund a
possible early retirement of the Deed of Company Arrangement.
AUSDOC GROUP: WBC Ceases to be Substantial Holder
-------------------------------------------------
Westpac Banking Corporation ceased to be a substantial
shareholder in Ausdoc Group Limited on 24 July 2002.
ABN AMRO Capital Australia Pty Ltd increased its relevant
interest in Ausdoc Group Limited on 31 July 2002, from 4,052,339
ordinary shares (4.64 percent) to 5,668,725 ordinary shares
(6.50 percent).
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.
CALTEX AUSTRALIA: Completes US$200M Unsecured Sr Notes Issue
------------------------------------------------------------
Caltex Australia Limited announced Thursday the successful
completion of an issue equivalent to US$200 million of unsecured
senior notes into the US Traditional Private Placement market on
30 July, in New York.
The US Private Placement included three tranches comprised of 5,
7 and 10 year maturities, with the 5 and 7 year tranches raised
in US dollars and the 10 year tranche raised in Australian
dollars. The placement was well received by US investors
resulting in the transaction being significantly oversubscribed.
Proceeds from the issue will be used mainly to replace short-
term bank debt for companies in the Caltex Australia Group. The
longer-term maturities achieved in the current refinancing
reflect the Caltex Australia Group's strategy to reduce reliance
on short-term funding.
Banc of America Securities LLC and Westpac Institutional Bank
acted as the placement agents for this transaction.
ENVESTRA LIMITED: Mr Allpass Replaces Chairman Piper's Post
-----------------------------------------------------------
The Chairman of Envestra Limited, Mr Bob Piper retired as
Chairman and a Director of the Company and its subsidiaries on
31 July 2002.
Mr Piper was the inaugural Chairman of the Company and played a
major role in the float of Envestra in 1997. Under his
stewardship the Company has grown to be Australia's largest
distributor of natural gas delivering energy to almost 900,000
properties. Envestra is now among the top 150 listed companies
in Australia in terms of market capitalization.
Mr John Allpass has been appointed Chairman of the Company.
John Allpass joined the Board when the Company was formed in
1997, and has been Chairman of the Company's Audit Committee
over that period.
He is a chartered accountant with over 30 year's experience
in the accounting profession. He was Managing Partner of KPMG's
Queensland practice for nine years and was a member of the KPMG
national Board.
According to Wrights Investors' Service, at the end of 2001,
Envestra Limited had negative working capital, as current
liabilities were A$89.97 million while total current assets were
only A$54.97 million.
MAXIS CORPORATION: Posts Approved Resolutions at GM
---------------------------------------------------
The Directors of Maxis Corporation Limited advised that each of
the resolutions proposed at Wednesday's general meeting of
shareholders was overwhelmingly approved by shareholders. The
actual results were as follows:
RESOLUTION 1 - Purchase of Shares by Pahth Telecommunications
Limited from SWF Investments Pty Limited Ordinary Resolution
passed on a show of hands. Proxies 99.99% in favor.
RESOLUTION 2 - Authorization of Future Placement of Shares
Ordinary Resolution passed on a show of hands. Proxies 99.99% in
favor.
RESOLUTION 3 - Issue of Options to Vaz Hovanessian
Ordinary Resolution passed on a show of hands. Proxies 96.46% in
favor.
RESOLUTION 4 - Authorization of the inclusion of Termination
Payment clause in Service Contracts with Directors in the event
of cancellation of Contract Ordinary Resolution passed on a show
of hands. Proxies 96.39% in favor.
Accordingly, SWF Investments Pty Limited will transfer its
substantial holding in Maxis to Pahth Telecommunications Limited
or its nominees, who in turn may become a substantial
shareholder in the Company. Pahth and or its nominees will make
confirmation of this to Maxis after the transfer occurs. At this
time, any necessary formal notice of the new shareholder/s will
be made to ASX.
MAXIS CORPORATION: Enters Heads Of Agreement With NTG
-----------------------------------------------------
The Board of Directors of Maxis Corporation Limited confirmed
Wednesday that the Company has entered into an agreement with
National Telecoms Group Limited (NTG) regarding the provision of
facilities management services to NTG's existing and future SME
client base and to offer Maxis branded NTG products to its own
clients. Through this arrangement and other initiatives being
considered jointly with NTG and/or its subsidiaries the Company
is hopeful of developing and securing a new earnings stream to
further enhance its much improved cash flow and prospects in
recent months.
UPDATE ON HEARTLAND COMMUNICATIONS (HEARTLAND)
Heartland, the Maxis, subsidiary engaged in the provision of
telecommunication services to remote and rural areas via
satellite, continues to trade following the completion of the
Farmwide Trial in October last year. The Directors are pleased
to advise that Heartland has recently entered into a Heads of
Agreement with a channel partner for the supply of its services
to a new and expanding client base.
Equipment is already being delivered by Heartland under this
agreement with the expectation that the business will break even
in the first half of next calendar year. When achieved, it will
mark a considerable turnaround for a company that was
experiencing a monthly negative cash flow in excess of $300,000
not so long ago. A number of other prospects are being
investigated which could further enhance the cash flow from the
business. The Directors are also considering alternative
applications of the satellite equipment and uplink facilities
for maximizing the value out of this investment.
ONLINE ADVANTAGE: ASIC Refers Sale Issue to the Takeovers Panel
---------------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) on
Thursday made an application to the Takeovers Panel for a
declaration of unacceptable circumstances in relation to the
affairs of Online Advantage Limited (Online Advantage).
ASIC's application was made at the request of the Takeovers
Panel executive and follows an earlier application made by
McWilliam Nominees Pty Ltd (McWilliam Nominees).
Both the McWilliam Nominees application and the ASIC application
ask the Panel to declare unacceptable circumstances in relation
to the sale of approximately 46 percent of Online Advantage's
issued shares.
McWilliam Nominees has informed the Takeovers Panel that it
seeks to withdraw its application. The Panel advises that it has
not consented to that withdrawal.
ASIC considers that it is in the public interest for the
important issues raised by the McWilliam Nominees referral to be
resolved. It has therefore formally referred the matter to the
Takeovers Panel to ensure it can conclude its proceedings in
relation to the matter.
PASMINCO LIMITED: Creditors' Meeting Scheduled on Aug 16
--------------------------------------------------------
Pasminco Limited, as noted on its fourth quarter activities
report, informed that a creditors' meeting has been scheduled
for 16 August 2002 to consider the restructure proposal that had
earlier been endorsed by the Committee of Creditors.
The restructure proposal, known as the equity and float option,
would see the issue of shares in lieu of debt to creditors and
financiers. These interests would be subsequently partially sold
down via a public float with the financiers retaining a residual
shareholding in the company.
The sale process for the US assets and the Elura mine continues.
To see copy of the Company's Fourth Quarter Activities report,
go to http://www.bankrupt.com/misc/TCRAP_Pasminco0802.pdf
================================
C H I N A & H O N G K O N G
================================
CHINA SCI-TECH: Plans No Dividend Payment Distribution
------------------------------------------------------
China Sci-Tech Holdings narrowed its net loss to HK$347.9
million for the year ended March 31 from HK$564 million a year
earlier. Turnover plunged to HK$287,000 from HK$7.6 million.
Loss per share was 5.99 cents from 9.71 cents. No dividend was
declared. Below is the results announcement summary:
(stock code: 985)
Year end date: 31/3/2002
Currency: HK$
Auditors' Report: Qualified
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 : 287 7,603
Profit/(Loss) from Operations : (37,948) (72,801)
Finance cost : (24,171) (31,952)
Share of Profit/(Loss) of Associates : (115,257) (496,108)
Share of Profit/(Loss) of
Jointly Controlled Entities : - -
Profit/(Loss) after Tax & MI : (347,920) (564,070)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (5.99 cents) (9.71 cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : - -
Profit/(Loss) after ETD Items : (347,920) (564,070)
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
CIL HOLDINGS: Court Adjourns Petition Hearing to August 26
----------------------------------------------------------
During the hearing of the Petition held on 29th July 2002, CIL
Holdings Limited applied to the Hong Kong Court for an
adjournment of the Petition for a period of approximately 4
weeks, to allow time for the Company to implement the Scheme
with the Scheme Creditors and to obtain orders from the Courts
to sanction the Scheme.
The Hong Kong Court issued an order to adjourn the Petition to
26th August 2002. In this connection, further announcement will
be made as and when necessary.
THE EXTENSION AGREEMENT
The Company has entered into an extension agreement on 29th July
2002 (Agreement) with Mr Ke and the Subscriber to extend the
longstop date for the satisfaction of the conditions set out in
the Option Agreement (Conditions) from 5:00 pm 31st July 2002 to
5:00pm 2nd December 2002 in accordance with the extension
provision under the Agreement. Save for the above amendments,
all of the other Option Agreement provisions shall remain the
same and in full force and effect. The reason for entering into
the Agreement is to allow extra time for the satisfaction of the
Conditions under the Option Agreement.
RECENT DEVELOPMENTS OF THE SCHEME
In relation to the application to the Hong Kong Court, the
originating summons together with the supporting affirmation has
been submitted to the Hong Kong Court on 18th July 2002 with the
aim to put the Scheme into effect. A hearing has been scheduled
on 30th July 2002 and the following orders are intended to be
sought by the Company:
(i) that the Company may be at liberty to convene the
Hong Kong Scheme Creditors Court Meeting;
(ii) that the Scheme document, together to with the
notices and form of proxy be approved by the High Court of Hong
Kong and the Company be authorized to dispatch the above
documents to Scheme Creditors
(iii) that the chairman of the Hong Kong Scheme Creditors
Court Meeting be appointed
In relation to the application to the Bermuda Court, a court
hearing took place 26 July 2002 and an order has been obtained,
amongst other things, to dispatch the Scheme document to Scheme
Creditors.
E-LIFE INT'L: Incurs 1Q02 Loss of HK$17.8M
------------------------------------------
E-Life International Limited posted its audited financial result
summary for the year ended March 31 2002:
Currency: HK$
Auditors' Report: Qualified
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 : 83,172 137,785
Profit/(Loss) from Operations : (14,290) (23,346)
Finance cost : (29) (671)
Share of Profit/(Loss) of Associates: (1,554) (320)
Share of Profit/(Loss) of
Jointly Controlled Entities : (1,494) (138)
Profit/(Loss) after Tax & MI : (17,826) (20,782)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (0.8 cent) (2.2 cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : - -
Profit/(Loss) after ETD Items : (17,826) (20,782)
Final Dividend per Share : Nil Nil
(Specify if with other options) : - -
B/C Dates for Final Dividend : N/A
Payable Date : -
B/C Dates for Annual General Meeting : 26/8/2002-29/8/2002 bdi.
Other Distribution for Current Period : N/A
B/C Dates for Other Distribution : N/A
Remarks:
1 TURNOVER
2002 2001
HK$'000 HK$'000
International air and sea freight forwarding 49,291 106,155
Securities trading 33,881 -
General sales of international air cargo space (Note) - 31,630
_______ _______
83,172 137,785
_______ _______
_______ _______
Note: The operation was discontinued on 1st April, 2001.
2 LOSS PER SHARE
The calculation of the basic loss per share is based on the net
loss for the year of HK$17,826,000 (2001: HK$20,782,000) and on
the weighted average of 2,212,737,030 (2001: 931,009,540)
ordinary shares in issue during the year.
The computation of diluted loss per share does not assume the
exercise of the share options and warrants would result in a
decrease in loss per share for both years.
EASTWELL ENTERPRISES: Petition to Wind Up Pending
-------------------------------------------------
The petition to wind up Eastwell Enterprises Limited is
scheduled for hearing before the High Court of Hong Kong on
August 14, 2002 at 9:30 am.
The petition was filed with the court on May 23, 2002 by
Industrial and Commercial Bank of China (Asia) Limited whose
registered office is situated at ICBC Tower, 122-126 Queen's
Road Central, Hong Kong.
HUNG FUNG: Completes CN Settlement Agreement
--------------------------------------------
The Directors of Hung Fung Group Holdings Limited announced that
the CN Settlement Agreement has been completed. The New
Convertible Note in the principal amount of HK$16,000,000 was
issued to HZIC pursuant to the CN Settlement Agreement.
In addition, together with the 520,000,000 new Shares issued to
a creditor of the Company as announced by the Company on 16th
May, 2002, an aggregate of 956,420,000 new Shares were issued to
nine creditors of the Company pursuant to certain Share
Settlement Agreements.
The remaining 113,860,000 new Shares will be issued to the
remaining creditors of the Company pursuant to the Share
Settlement Agreements when the Company has been provided for the
eligible nominees nominated by the creditors for the issue of
Shares.
NORTHEAST ELECTRICAL: Forecasts H102 Profit
-------------------------------------------
The Board of Directors of Northeast Electrical Transmission &
Transformation Machinery Manufacturing Company Limited is
expecting a gain profit in the first half of 2002. The audited
results will be published on 28th August, 2002.
Since the Company recorded losses for the past three consecutive
years, trading in A shares of the Company has remained suspended
since 19th April, 2002. The Board of Directors of the Company
has paid much attention to this matter, and is actively taking
actions in pursuit of resumption of trading in the shares of the
Company as soon as possible in accordance with the requirements
of the relevant regulations.
As the actions taken by the Company to improve the capital and
production operation conditions have positive effects, market
competitiveness of the Company has enhanced. In addition, since
there is a growing market demand, subject to auditing of the
operating results by Deloitte Touche Tohmatsu Hua Yong Certified
Public Accountants, it is expected that the Company would gain
profit in accordance with PRC accounting standard in the first
half of 2002.
The unaudited net profits of the Group in accordance with
generally accepted accounting principles in Hong Kong for the
six months ended 30th June, 2002 is not yet available. Details
of the audited results in accordance with PRC accounting
standard will be disclosed in the interim report for 2002 to be
published on 28th August, 2002.
Trading in the H shares of the Company will remain suspended
pending further announcement as to whether the Company complies
with the requirements for listing under paragraph 38 of the
Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited.
PREMIUM LAND: Losses Drop to HK151.1M
-------------------------------------
Premium Land narrowed its net loss to HK$151.1 million for the
year ended March 31 this year, from HK$1.025 billion a year
earlier. Turnover slipped to HK$80 million from HK$514.6
million. Loss per share was 8.39 cents. Below is a copy of its
financial report, year ending 31 March 2002:
(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 : 80,028 514,658
Profit/(Loss) from Operations : (79,185) 14,178
Finance cost : (7,774) (85,469)
Share of Profit/(Loss) of Associates : (9,124) (35,215)
Share of Profit/(Loss) of
Jointly Controlled Entities : Nil Nil
Profit/(Loss) after Tax & MI : (151,169) (1,025,297)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (8.39 cents)(65.53 cents)
-Diluted : N/A (65.61 cents)
Extraordinary (ETD) Gain/(Loss) : Nil Nil
Profit/(Loss) after ETD Items : (151,169) (1,025,297)
Final Dividend per Share : Nil Nil
(Specify if with other options) : - -
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 : N/A
B/C Dates for Other Distribution : N/A
Remarks:
1. In the current year, the Group adopted for the first time a
number of new and revised Statements of Standard Accounting
Practice issued by the Hong Kong Society of Accountants.
Adoption of these standards has led to a number of changes in
the Group's accounting policies. In addition, the new and
revised standards have introduced additional and revised
disclosure requirements, which have been adopted in these
financial statements. Comparative amounts and disclosures for
the prior year have been restated in order to achieve a
consistent presentation.
The adoption of these new and revised standards has resulted in
the following changes to the Group's accounting policies that
have affected the amounts reported for the current or prior
periods.
Leases :
SSAP 14 (Revised) "Leases" has introduced some amendments to
the basis of accounting for finance and operating leases, and to
the disclosures specified for the Group's leasing arrangements.
These changes have not had any effect on the results for the
current or prior accounting periods and, accordingly, no prior
period adjustment has been required.
Disclosures for all of the Group's leasing arrangement have
been modified so as to comply with the requirements of SSAP 14
(Revised). Comparative amounts have been restated in order to
achieve a consistent presentation.
Segment reporting :
In the current year, the Group has changed the basis of
identification of reportable segments to that required by SSAP
26 "Segment Reporting". Segment disclosures for the year ended
31st March, 2001 have been amended so that they are presented on
a consistent basis.
Goodwill :
In the current year, the Group has adopted SSAP 30 "Business
Combinations" and has elected not to restate goodwill
(negative goodwill) previously eliminated against (credited to)
reserves. Accordingly, goodwill (negative goodwill) arising on
acquisitions prior to 1st April, 2001 is held in reserves and
will be charged (released) to the income statement at the time
of disposal of the relevant subsidiary or associate, or at such
time as the goodwill is determined to be impaired.
Goodwill arising on acquisitions after 1st April, 2001 is
capitalized and amortized on a straight line basis over its
estimated useful life. Negative goodwill arising on
acquisitions after 1st April, 2001 is presented as a deduction
from assets and will be released to income based on an analysis
of the circumstances from which the balance is resulted.
2. LOSS PER SHARE
The calculation of the basic and diluted loss per share for the
year is based on the following data:
2002 2001
HK$'000 HK$'000
Loss for the purposes of basic loss per share
(151,169) (1,025,297)
Effect of dilutive potential ordinary shares:
- adjustment to the share of results of Asean based on
dilution of its earnings per share - (1,230)
- adjustment to the share of results of the Former Associate
based on dilution of its loss per share - (158)
_______ _________
Loss for the purposes of diluted loss per share
(151,169) (1,026,685)
========= ===========
2002 2001
Number of Number of
shares shares
Weighted average number of ordinary shares for the
purposes of basic and diluted loss per share
1,801,598,435 1,564,735,970
============= =============
The weighted average number of ordinary shares for the purpose
of basic and diluted loss per share for 2002 and 2001 has been
adjusted for the effect of shares subdivision proposal approved
by the shareholders on 24th April, 2002.
For the year ended 31st March, 2002, the computation of diluted
loss per share does not assume the exercise of the Company's
outstanding share options as the Group incurred a loss for the
year.
For the year ended 31st March, 2001, the computation of diluted
loss per share did not assume the conversion of the Company's
convertible redeemable notes and share options, which were
surrendered in February 2001 as the Group, incurred a loss for
the year.
3. DISCONTINUED OPERATIONS
In July 2001, the Group ceased its operations in the publishing
of newspaper and magazine and advertising income after the
disposal of a subsidiary, Actiwater Resources Limited
(Actiwater).
In January 2002, the Group ceased its operations in software
development after the disposal of a subsidiary, Kavix Limited
(Kavix).
SMITH & SMITH: Winding Up Sought by Amigo Paper
-----------------------------------------------
Amigo Paper Products Company Limited is seeking the winding up
of Smith & Smith Company Limited. The petition was filed on May
21, 2002, and will be heard before the High Court of Hong Kong
on August 7, 2002 at 11:320 am.
Amigo Paper holds its registered office at Block C, 16th Floor,
Melbourne Industrial Building, 16 Westlands Road, Quarry Bay,
Hong Kong.
SOUTH SEA: Reduces Operations Loss to HK$19.8M
----------------------------------------------
South Sea Holding Company Limited posted its interim audited
report year ending March 31, 2002:
(Audited) (Audited)
12-Month 15-Month
Period Period
from 1/4/2001 from 1/1/2000
to 31/3/2002 to 31/3/2001
('000) ('000)
Turnover : 215,338 675,396
Profit/(Loss) from Operations : (19,772) (605,184)
Finance cost : (17,304) (22,617)
Share of Profit/(Loss) of Associates: (403) (572)
Share of Profit/(Loss) of
Jointly Controlled Entities : - (1,635)
Profit/(Loss) after Tax & MI : 52,152 (628,461)
% Change over Last Period : N/A
EPS/(LPS)-Basic : 0.23 cent (18.41
cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : - -
Profit/(Loss) after ETD Items : 52,152 (628,461)
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 Annual General Meeting: 22/8/2002 to 28/8/2002
bdi.
Other Distribution for Current Period : N/A
B/C Dates for Other Distribution : N/A
Remarks:
(1) The calculation of basic earning/(loss) per share is based
on the Group's profit attributable to shareholders for the year
of HK$52,152,000 (period from 1 January 2000 to 31 March 2001:
loss of HK$628,461,000) and on the weighted average of
23,107,221,372 (period from 1 January 2000 to 31 March 2001:
3,414,493,507) ordinary shares in issue during the year/period.
(2) As the impact of exercise of the convertible notes is anti-
dilutive, the dilutive earning per share for the year ended 31
March 2002 is not presented. Fully dilutive loss per share for
the period ended 31 March 2001 has not been shown as there were
no outstanding convertible notes as at 31 March 2001.
=================
I N D O N E S I A
=================
ASTRA INT'L: Demand Surpasses Unit's Rp200B Bond Issue
------------------------------------------------------
The Rp200 billion bond issue by PT Federal International
Finance, the motorcycle financing unit of PT Astra
International, closed triply oversubscribed, prompting the
company to raise it to 250 billion, AFX-Asia reports, quoting
Nelwin Aldriansyah, lead underwriter Bahana Securities'
Assistant Vice President for Investment Banking.
"We received indications of interest for Rp620 billion, triple
the initial value. That means it was 200 percent oversubscribed
and so we talked to the management of the company and they have
agreed to increase the issue to Rp250 billion," Aldriansyah
said.
Aldriansyah said Bahana will hold a formal meeting with the
management of Astra's 99.99 percent-owned unit to draw up the
revised bond offer and decide on the fixed interest rate, which
is currently estimated at between 18 to 18.5 percent.
Aldriansyah said subscriptions from foreign broking houses
accounted for around 40 percent of the total. Around 90 percent
of demand was from institutional investors and 10 pct from
retail.
The bonds, to be listed on the Surabaya Stock Exchange in
September, will be issued in two equal tranches, Series A and B.
The Series A bonds will pay 12.5 percent of the principal each
quarter starting from the fifth quarter, while the Series B
bonds will pay 50 percent of the principal each year starting
from 2003.
GREAT RIVER: Reaches Debt Settlement Agreement With Creditors
-------------------------------------------------------------
Great River International has reached an agreement with its
foreign creditors allowing the garment maker firm former to buy
back its US$172.5 million debt for US$26 million, Jakarta Post
reported Thursday.
According to the company's statement, all of its creditors,
including Citibank, approved the debt-restructuring plan at the
Jakarta Commercial Court on Tuesday. The settlement agreement,
signed by the concerned parties, was slated for an approval by
the panel of judges on Thursday.
GRI said that that of the US$26 million to be used to buy back
its debt, US$24 million would come from a "new lender" and $2
million from the company's own cash pile.
* Supreme Court Decision Affirms IBRA's Decision Based on PP17
--------------------------------------------------------------
The Supreme Court, in its cassation verdict dated March 4, 2002
has favored IBRA's position against PT. Era Giat Prima (EGP) as
represented by Drs. Setya Novanto (SN).
The copy of verdict, which was received by IBRA on July 24, 2002
through its Lawyer Sulistio Anggraeni & Associates, contains the
following decisions:
* Approve Cassation appeal from IBRA's Chairman, and
* Withdraw the State Administration Court (PTUN) verdict
dated November 2, 2000 No. 48/G.TUN.1999/PTUN.JKT jo No.
96/B/2000/PT.TUN dated July 29 2002 regarding IBRA's
cancellation.
The cancellation of the IBRA's Chairman Decision Letter No. SK-
423/BPPN/1099 concerning the Cancellation of Cessie Agreement
between PT. Bank Bali Tbk. and EGP dated 15 October 1999 is
noted in the PTUN decision dated 2 March 2000 No.
148/G.TUN.1999/PTUN.JKT.
The case began when SN filled a petition to PTUN regarding
IBRA's Chairman Decision concerning the Cessie Agreement between
EGP and PT. Bank Bali Tbk, amounting to Rp546 billion, which was
placed in a escrow account in Bank Bali.
As well as the first and second petition, IBRA lost until a
cassation was taken by IBRA as a further step.
=========
J A P A N
=========
DAIWA BANK: Securities Valuation Loss Swells to Y113.6B
-------------------------------------------------------
Daiwa Bank Holdings Inc's combined securities appraisal loss at
its five banks ballooned to 113.6 billion yen as of the end of
June, up from 70.7 billion yen three months earlier, due to a
depressed stock market, Kyodo News reported Wednesday.
The amount of non-performing loans at the five banks namely
Daiwa Bank, Asahi Bank, Kinki Osaka Bank, Nara Bank and Daiwa
Trust & Banking Co declined by 37.4 billion yen to 3,318.6
billion yen in the same period.
For a copy of the Company's financial data for the first quarter
of the Fiscal Year ending March 31, 2003, go to
http://bankrupt.com/misc/TCRAP_Daiwa0801.pdf
FUJITSU LTD: Enters Agreement With Micro, Saifun
------------------------------------------------
Fujitsu Limited, Advanced Micro Devices, Inc. (AMD) and Saifun
Semiconductors, Ltd. announced Wednesday a comprehensive
collaboration under which the three companies have agreed to
cross-license patents and technology, settle all pending
litigation and collaborate in the development of future
generations of non-volatile memory (NVM) technology. As part of
the collaboration, AMD and Fujitsu will also take an equity
stake in Saifun.
"By combining our long-standing expertise in Flash memory with
Saifun's capabilities and intellectual property we will focus on
developing the industry's most cost-effective storage
solutions," said Dr. Bertrand Cambou, Group Vice President of
AMD's Memory Group. "AMD and Fujitsu will now be able to not
only license Saifun's NROM technology but also leverage its
world class engineering resources."
Dr. Masao Taguchi, General Manager of Fujitsu's System Memory
Division added that "The combination of Fujitsu and AMD's
leading edge non-volatile memory technology and Saifun's
innovative NROM technologies will cement the companies' market
leadership position in non-volatile memory."
"Saifun is excited to collaborate with AMD and Fujitsu, two
innovative companies that have revolutionized the Flash memory
business. Together, we will be able to leverage our respective
strengths to create ultra-high density Flash with the world's
leading cost-structure based on Saifun's NROM technology. The
recognition of our technology and intellectual property by these
industry leaders validates Saifun as a leader in non-volatile
memory technology " stated Dr. Boaz Eitan, President and CEO of
Saifun Semiconductors, Ltd.
FURUKAWA ELECTRIC: Financial Forecasts Won't Affect Rating
----------------------------------------------------------
Standard & Poor's said that the announcement by Furukawa
Electric Co Ltd (BB+pi) on Monday, that it had lowered its
financial forecasts would not affect the current rating on the
Company.
Projected sales were revised to 720 billion yen ($6.02 billion)
from 810 billion yen, while projected net losses were raised to
115 billion yen from 49 billion yen.
The net loss includes a 46.2 billion yen loss from the
impairment of optical fiber solutions assets that the Company
acquired from Lucent Technologies Inc (LU).
The downward revisions are within Standard & Poor's
expectations. The rating on Furukawa Electric was lowered to
double-'B'-plus-pi from triple-'B'-minus-pi on June 24, 2002,
reflecting these factors.
Concerns remain over the substantial deterioration in Furukawa
Electric's operating environment, especially in the United
States, and it is not yet clear if the Company's restructuring
plan is sufficient to offset this.
The rating could be lowered if Furukawa Electric's cash
protection is further weakened, its financing and liquidity is
pressured, or the U.S. recovery stalls.
MATSUSHITA ELECTRIC: Returns to Profit in 1Q, Revises Forecast
--------------------------------------------------------------
Robust sales of audiovisual equipment have lifted Matsushita
Electric Industrial Co. back into profitability in its April-
June quarter, raising its profit forecast Wednesday, Kyodo News
reports.
The Company posted a consolidated net profit of 4.3 billion yen
during the first quarter in 2002 versus a loss of 19.4 billion
yen a year earlier.
Meanwhile, the Associated Press said Matsushita has been trying
to free itself out of deep losses caused by the global
electronics slump, diving computer-chip prices and competition
from Asian rivals.
For the fiscal year ended in March, Matsushita posted a loss of
431 billion yen ($3.6 billion) the worst loss since the Company
was founded 80 years ago as sales nose-dived in almost all of
Matsushita's major sectors such as cell phones, electronics
parts, home appliances and industrial equipment.
MITSUBISHI MATERIALS: JCR Downgrades Rating to BBB
--------------------------------------------------
Japan Credit Rating Agency downgraded Mitsubishi Materials
rating to BBB from BBB+, affirming the J-2 rating on the CP
program.
Issues:
Amount(bn) / Issue Date / Due Date / Coupon
bonds no.4
Y20 / Oct. 30, 1995 / Oct. 30, 2002 / 2.75%
bonds no.9
Y10 / Feb. 19, 1998 / Feb. 19, 2003 / 2.425%
bonds no.10
Y10 / Mar. 11, 1998 / Mar. 11, 2008 / 3.10%
bonds no.11
Y10 / Sept. 3, 1998 / Sept. 3, 2004 / 2.125%
bonds no.12
Y10 / Sept. 3, 1998 / Sept. 3, 2002 / 1.775%
bonds no.13
Y10 / Sept.18, 1998 / Sept.18, 2003 / 1.875%
convertible bonds no.2
Y20 / Oct. 20, 1988 / Mar. 31, 2004 / 2.20%
convertible bonds no.4
Y50 / Sept.30, 1996 / Sept.30, 2005 / 0.95%
CP:
Maximum: Y50 billion
Backup Line: 0%
Rationale:
Mitsubishi Materials incurred the largest 19.1 billion yen
pretax loss before extraordinary items for fiscal 2001 through
March 31, 2002 since its start of business as Mitsubishi
Materials after merger of the former Mitsubishi Metal with
Mitsubishi Mining & Cement in December 1990. It is still weak
against the changes in the external environment with few
products having the largest market shares. Although there is a
sign of recovery of demand for IT- related products, prospects
for performance in the second half of the current fiscal year
remain uncertain.
The Company plans to reduce the cost by as much as 70 billion
yen for three years by the end of March 2002. On the other hand,
the product unit prices are falling. The recent appreciation of
the yen is additional concern. Sumitomo Mitsubishi Silicon
Corp., which is a new Company with the silicon wafer businesses
of Sumitomo Metal Industries and Mitsubishi Materials
integrated, started the operations in February this year. On the
other hand, negotiations for integration of cement production
with Ube Industries have halted. Mitsubishi Materials needs to
take a step immediately to make alliances for the production
including those with companies other than Ube Industries.
The Company's net loss for fiscal 2001 increased to 61.3 billion
yen due to the write-downs of the real estate and the loss
reserves for the affiliated companies. It revalued the land
prices to increase the equity capital. Even after the inclusion
of the revaluation of the land prices in the equity section, the
ratio of equity to total assets dropped to 13.1% as of end of
March 2002 from 14.8% a year earlier.
The interest-bearing debt increased slightly to 898.5 billion
yen from 889.6 billion yen a year earlier despite the
divestiture of silicon wafer business. The total amount of debt
guarantee and promised debt guarantee increased to 133.2 billion
yen as of end of March 2002 from 61 billion yen a year ago. The
Company has been incurring restructuring charges in advance. JCR
is concerned about deterioration in the profitability and
financial structure. It will continue to watch carefully the
progress and effectiveness of the restructuring measures.
NIPPON TELEGRAPH: Unveils FY02 Interconnection Report
------------------------------------------------------
Pursuant to the Category I Designated Telecommunications
Facilities Interconnection Accounting Regulations, Nippon
Telegraph and Telephone East Corporation (NTT-East) submitted
Wednesday the Interconnection Accounting Report in fiscal year
2002 to the Minister for Public Management, Home Affairs, Posts
and Telecommunications.
The report was publicly disclosed Wednesday and is available at
the Information Station at the NTT-East head office as well as
at NTT-East branches and on the NTT-East Web site at URL:
http://www.ntt-east.co.jp/info-st.
An outline of the profit and loss statement included in the
report is provided at these URLs:
Profit and Loss Statement (Outline):
www.ntt-east.co.jp/release_e/0207/020731_1.html
Outline of Category I Designated Telecommunications Facilities
Interconnection Accounting Regulations:
www.ntt-east.co.jp/release_e/0207/020731_2.html
About Nippon Telegraph and Telephone
Nippon Telegraph and Telephone Corporation (NTT) was established
in 1952 as a state-owned telecommunications public corporation
and in 1986 converted to a private Company to be the largest
telecommunications Company in Japan and the second largest in
the world. NTT and its subsidiaries provide a wide range of
telecommunications services. For further information, please
visit the Nippon Telegraph and Telephone home page at:
www.ntt.com/index-e.html
SNOW BRAND: Itochu Takes 25 Percent Unit Stake
----------------------------------------------
Trading house Itochu has acquired a 25 percent stake in
Yukijirushi Access Inc., a unit of Snow Brand Milk Products,
Namnews said Monday.
Itochu, which previously held 10 percent stake in the
subsidiary, took over an additional 15 percent from Snow Brand.
As a result, Yukijirushi Access has to be covered by Itochu's
consolidated earnings report.
Snow Brand is seeking for other firms to buy shares in the unit
as part of its restructuring efforts.
SUMITOMO MITSUI: Posts Appraisal Loss of Y631.7B
-------------------------------------------------
Sumitomo Mitsui Banking Corp posted an appraisal loss of 631.7
billion yen on its shareholdings at the end of June, up 130.8
billion yen from the end of March, Kyodo News said Wednesday.
In its financial report for the April-June period, its valuation
loss on securities holdings came to 565.2 billion yen. The
outstanding balance of bad loans amounted to 5,889 billion yen
as of the end of June, down 11 billion yen from the end of
March.
According to TCR-AP, Sumitomo Mitsui Banking Corp expects to
post a year to March 2002 net loss of over 300 to 350 billion
yen due to bad loan disposals. The bank will also revise its
November forecast for the year to March 2002 losses from non-
performing loan write-offs to Y1.6 trillion from 1 trillion.
=========
K O R E A
=========
DAEWOO MOTOR: Unit Widens Preliminary 1H Net Profit to W50B
-----------------------------------------------------------
Daewoo Motor Sales Co, a unit of Daewoo Motor Co, posted a
preliminary first half net profit of 50 billion won ($42.44
million), against a 22 billion won net profit a year ago, as it
benefits from restructuring and investment plans by General
Motors, Reuters reported Wednesday.
Analysts said the Company faces a bumpy road, because of the
prospect of changed business conditions under General Motors
Corp.
In April, General Motors (GM) agreed to invest $251 million in a
joint venture with Daewoo Motor creditors, which will give the
world's biggest automaker a 42.1 percent stake, while its
business partners will hold 24.9 percent.
In February, Daewoo Motor Sales slashed nearly 400 of its 3,400
workers. Some 520 employees opted for voluntary retirement in
2001.
HOKKAIDO INTERNATIONAL: Discounting Regular Fares
-------------------------------------------------
Hokkaido International Airlines, widely known as Air Do, will
cut its fares for flights between Tokyo's Haneda airport and
Shin Chitose airport in Hokkaido by 10 percent, starting
October, Kyodo News said Wednesday.
The Company will cut regular fares for adults to 20,700 yen from
23,000 yen until the end of January, excluding the holiday
season in late December and early January, when the rate will be
set at 24,300 yen, down from 27,000 yen under the current price
systems.
The move is in response to major airlines that are intensifying
a price war ahead of October's management integration of Japan
Airlines and Japan Air System, the report said.
HYUNDAI MULTICAV: Widens 1H Net Loss to W6B
-------------------------------------------
Hyundai MultiCAV Co Ltd posted a preliminary net loss of 6
billion won in the six months to June versus a loss of 3.4
billion a year earlier, due to sluggish demand for desktop PCs,
AFX Asia reported Wednesday.
In the first half, sales fell 18.5 percent year-on-year to 56
billion won, while it incurred an operating loss of 3.9 billion.
HYNIX SEMICON: Restructuring Plan May Be Available in August
------------------------------------------------------------
Deutsche Bank is expected to produce its restructuring plan for
Hynix Semiconductor earlier this month instead of initial target
of end-July, AFX Asia reported Wednesday, citing the Korea
Exchange Bank (KEB).
Deutsche Bank and Morgan Stanley will serve as financial
advisors for Hynix's restructuring. In late May, Deutsche Bank
launched a due diligence study of the Hynix' debts and assets.
Based on the outcome of due diligence, creditors will determine
details of restructuring plans after consultations with Hynix
financial advisor.
Financial Supervisory Commission chairman Lee Keun-young said
creditors are reviewing all options, including their earlier
plans to sell the chipmaker, aiming to finalize the
restructuring plans by the end of September.
KOREA LIFE: Woori Finance Shows Interest in Bid
-----------------------------------------------
Woori Finance Holdings has told the government that it is
interested in acquiring Korea Life Insurance, JoongAng Ilbo
Daily and AFX Asia reported Wednesday.
Woori Finance, which lacks funds for the acquisition, will
consider a scheme where it will issue new shares to the state-
owned Korea Deposit Insurance Corp (KDIC), the largest
shareholder in Korea Life, and KDIC in turn, will give Woori its
holdings of Korea Life shares.
===============
M A L A Y S I A
===============
AYER HITAM: Unit's RM22.8M Loan Restructuring Pending
------------------------------------------------------
Ayer Hitam Tin Dredging Malaysia Berhad informed that the
restructuring of Motif Harta Sdn Bhd (MHSB)'s RM22.8 million
syndicated term loan is pending further legal documentation.
MHSB is the Company's 100% owned subsidiary company.
The Company will make the relevant announcement to the Exchange
when the legal documents are executed.
BESCORP INDUSTRIES: Provides Defaulted Payment Status Update
------------------------------------------------------------
Bescorp Industries Berhad (Special Administrators Appointed), a
required by the Kuala Lumpur Stock Exchange Practice Note
1/2001, provided an update on its default in payment, as
enclosed in http://www.bankrupt.com/misc/TCRAP_Bescorp0802.xls
The default by BIB as at 30 June 2002 amounted to
RM59,127,940.64 made up of a principal sum of RM35,750,000.00
plus RM23,377,940.64 in interest for revolving credit
facilities.
As at 30 June 2002, the remaining subsidiary companies of BIB,
Bescorp Construction Sdn. Bhd. (In Liquidation), Bescorp Piling
Sdn. Bhd. (In Liquidation), Bescorp Concrete Sdn. Bhd. (In
Liquidation), Bespile Sdn. Bhd. (In Liquidation), Farlil Sdn.
Bhd. (In Liquidation) and Waktu Cerah Sdn. Bhd., defaulted on a
total sum of RM93,411,007.04 made up of a principal sum of
RM60,905,258.44 plus RM32,505,748.60 in interest for revolving
credit facilities, term loan, banker's acceptance, hire purchase
and lease facilities, and RM55,351,200.19 for overdraft
facilities.
There were no further developments since our previous
announcement with regard to this Practice Note.
GEORGE KENT: All Resolutions Duly Passed at 51st AGM
---------------------------------------------------
The Board of Directors of George Kent (Malaysia) Berhad
announced that all Ordinary Business (Ordinary Resolutions Nos.
1 to 5) and Special Business (Ordinary Resolution No. 6) as set
out in the Notice of the Meeting dated 8th July 2002 were duly
passed by shareholders in attendance at the Fifty-first Annual
General Meeting of George Kent (Malaysia) Berhad held at the
Registered Office on Tuesday, 30th July 2002 at 11:00 a.m.
The Board also announced that there is no change in the status
of default in payment by the Company, GK-Hardie Sdn Bhd and GK
Equities Sdn Bhd.
JOHAN HOLDINGS: Defaulted Payment Status Remains Unchanged
----------------------------------------------------------
Johan Holdings Berhad announced that there is no change in
status of default in payment by Mustika Resort Sdn Bhd, Lumut
Marine Resort Berhad, Prestige Ceramics Sdn Bhd, Johan Equities
Sdn Bhd, Johan International Limited and Abacus Pacific N.V. as
announced on June 28, 2002.
Johan Holdings Berhad (JHB), in reference the announcement dated
22 March 2002 (Announcement) in relation to the Proposed Debt
Restructuring, which stated that the submission of the
applications to the Securities Commission (SC) and the other
relevant authorities is expected to be made within four (4)
months from the date of the Announcement.
Last month, TCR-AP reported that the Company's the applications
to the Securities Commission and other relevant authorities are
expected to be submitted on or before 30 August 2002. The
"Proposed Debt Restructuring" comprised of:
* Proposed Debt Restructuring of JHB;
* Proposed Debt Restructuring of Prestige Ceramics Sdn Bhd
(PCSB); and
* Proposed Debt Restructuring of Johan Equities Sdn Bhd (JESB)
MALAYSIAN RESOURCES: Terminates Agreements With Webvision
---------------------------------------------------------
Malaysian Resources Corporation Berhad, in relation to the
execution of the Share Sale Agreement, Shareholders Agreement
and Webvision License Agreement (Agreements) between the Company
and Webvision, Inc. (USA) in respect of the proposed acquisition
of 81% stake in Webvision Sdn. Bhd. for a total cash
consideration of RM202,500 (Proposed Acquisition), announced
that the Company has on 30 July 2002 issued a letter to
Webvision, INC (USA) to terminate the said Agreements as there
was no communication between the parties be it notices, demand
and/or request and further there were no actual activities
originated pursuant to the Proposed Acquisition.
TCR-AP reported in February that MRCB entered into an agreement
for the Sale and Purchase of Shares (SPA) with Tenaga Nasional
Berhad (TNB) for the disposal of its entire 20 percent equity
interest in Fibrecomm Network (M) Sdn Bhd (FNSB). The proceeds
to be derived from the proposed disposal will be utilized for
working capital, investments and repayment of borrowings.
PAN MALAYSIA: Schedules Legal Suit's Final Case Management
----------------------------------------------------------
Pan Malaysia Holdings Berhad, concerning the suit filed on 17
May 1996 in the High Court of Kuala Lumpur by Loyal Design Sdn
Bhd (LDSB), a wholly-owned subsidiary of Malayan United
Industries Berhad (MUI), against the Company and all its then
existing directors for breach of directors' duties in conducting
the affairs of the Company during the period involved with the
takeover offer by MUI through LDSB in respect of the Company,
informed that the case has now been fixed for final case
management on 22 October 2002 to enable the parties to comply
with all the case management directions given.
The suit also seeks to declare, inter-alia, that various options
granted by the Company under the Company's Executive Share
Option Scheme are void.
PARK MAY: Units Enters Sale, Agreements to Reduce Debts
--------------------------------------------------------
Park May Berhad announced that its subsidiaries, Leng Huat
Omnibus Company Sdn Bhd (LHOC) and Sam Lian Enterprise Sdn Bhd
(SLE) had on 25 June 2002 and 30 July 2002 entered into two
separate sale and purchase agreements for the disposal of a
three-story shop lot erected on a leasehold land measuring
approximately 159 square meters and a commercial building
erected on a freehold land measuring approximately 297 square
meters respectively. The transactions are for cash
considerations of RM500,000 and RM412,000 respectively. The
Proposed Disposals are not inter-conditional, and are not
related party transactions.
DETAILS OF THE PROPOSED DISPOSALS
Proposed Disposal 1
The property is located at HS(D) 9528, Lot No 22408, Mukim of
Kuala Kuantan, District of Kuantan, Pahang Darul Makmur. It was
first acquired by LHOC on 16 January 1993 at the cost of
RM516,717. Part of property is rented to a company involved in
the provision of internet services.
CH Williams, Talhar & Wong Sdn Bhd, a company of professional
valuers arrived at the cash consideration of RM500,000 on a
willing buyer-willing seller basis upon taking into account the
open market value of the property of RM520,000 as valued, on 25
September 2001. The property was valued using the Comparison
Method. Based on the latest audited consolidated financial
statements of PMB as at 30 June 2001, the net book value of the
property was RM407,000.
A total deposit of RM50,000, representing ten per centum (10%)
of the cash consideration, was received from the purchaser upon
execution of the sale and purchase agreement. The balance of the
cash consideration of RM450,000 will be received within three
(3) months from the date of fulfillment of the condition as set
out in Section 5 below.
The property is currently charged to a financial institution for
a term loan facility. The financial institution has agreed to
discharge the charge on the property upon full settlement of the
outstanding balance under the term loan facility. As at 30 June
2002, the facility had an outstanding balance of approximately
RM157,000.
A copy of the sale and purchase agreement will be made available
for inspection at the Registered Office of PMB at Lot 18115,
Batu 5, Jalan Kelang Lama, 58100 Kuala Lumpur for a period of
three (3) months from the date of this announcement.
Proposed Disposal 2
The property is held under CT Nos 24699 and 24700, Lot Nos 2725
and 2726, Mukim of Parit Buntar, District of Krian, Perak. SLE
first acquired it on 1 January 1990 at the cost of RM253,456.
The property is currently rented to a trading company.
CH Williams, Talhar & Wong Sdn Bhd, a company of professional
valuers arrived at the cash consideration of RM412,000 on a
willing buyer-willing seller basis upon taking into account the
open market value of the property of RM430,000 as valued, on 10
December 2001. The property was valued using the Comparison
Method. Based on the latest audited consolidated financial
statements of PMB as at 30 June 2001, the net book value of the
property was RM215,000.
A total deposit of RM41,200, representing ten per centum (10%)
of the cash consideration, was received from the purchaser upon
execution of the sale and purchase agreement. The balance of the
cash consideration of RM370,800 will be received within three
(3) months from the date of sale and purchase agreement.
The property is currently charged as security for PMB's
commercial papers/ medium term notes facility. The trustee has
consented to the proposed disposal and shall deliver the title
to the purchaser free from encumbrances, subject to the receipt
of the net proceeds arising from the proposed disposal.
A copy of the sale and purchase agreement will be made available
for inspection at the Registered Office of PMB at Lot 18115,
Batu 5, Jalan Kelang Lama, 58100 Kuala Lumpur for a period of
three (3) months from the date of this announcement.
RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposals are in accordance with the Company's aim
of disposing non-core assets and to utilize the proceeds arising
from such disposals to pare its aggregate indebtedness. The
Proposed Disposals will enable PMB to realize RM0.912 million in
cash, which will be utilized to reduce its debt. The
aforementioned repayment will save PMB Group approximately
RM50,000 per annum in interest expense.
FINANCIAL EFFECTS OF THE PROPOSED DISPOSALS
Share Capital
The Proposed Disposals will not have any effect on the share
capital of PMB.
Substantial Shareholding
The Proposed Disposals will not have any effect on the
substantial shareholders' interests in PMB.
Earnings
Based on the latest audited consolidated financial statements of
PMB for the financial year ended 30 June 2001, the Proposed
Disposals are expected to result in a gain on disposal of RM0.28
million.
Net Tangible Assets (NTA)
Based on the latest audited consolidated financial statements of
PMB for the financial year ended 30 June 2001, the pro forma
effects of the Proposed Disposals on the NTA of the PMB Group,
which is provided for illustration purposes only, is set out in
Table 1 at http://www.bankrupt.com/misc/TCRAP_PMB0802.pdf
CONDITION OF THE PROPOSED DISPOSAL
Proposed Disposal 1
Proposed Disposal 1 is subject to the approval of the competent
authority for the sale and transfer of the property in favor of
the purchaser. If such an approval is not obtained within six
(6) months from the date of the sale and purchase agreement or
any extended period mutually agreed upon by the vendor and the
purchaser, the sale and purchase agreement shall be terminated
with the deposit being refunded to the vendor without any
interest.
Proposed Disposal 2
Proposed Disposal 2 is not subject to any condition.
Shareholders' approval for the Proposed Disposals is not
required as each disposal represents less than 15% of the
percentage ratios set out in Chapter 10.02(h) of the Kuala
Lumpur Stock Exchange Listing Requirements.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors and substantial shareholders of PMB or
persons connected to them have any interest, direct or indirect,
in the Proposed Disposals.
DIRECTORS' RECOMMENDATION
The Directors, after careful deliberation, are of the opinion
that the Proposed Disposals are in the best interest of the
Company.
COMPLIANCE WITH THE SECURITIES COMMISSION'S POLICIES AND
GUIDELINES ON ISSUE/OFFER OF SECURITIES
To the best knowledge of the Directors, the Proposed Disposals
have not departed from the Securities Commission's Policies and
Guidelines on Issue/ Offer of Securities.
SAP HOLDINGS: Revises Proposed Merger
-------------------------------------
On behalf of the Board of Directors of SAP Holdings Berhad,
Commerce International Merchant Bankers Berhad (CIMB) announced
that SAP, Brisdale Holdings Berhad (Brisdale), Kumpulan
Perangsang Selangor Berhad (KPS), Kumpulan Hartanah Selangor
Berhad (KHSB), Kumpulan Darul Ehsan Berhad (KDEB) and Perbadanan
Kemajuan Negeri Selangor (PKNS) have, on 26 July 2002, entered
into a supplemental agreement to the Merger Agreement dated 28
September 2001 for the rationalisation of the property related
businesses of Brisdale, SAP, KDEB and PKNS (in respect of its
shareholding in Central Spectrum (M) Sdn Bhd (CSSB)) and the
property, infrastructure and utilities related businesses of KPS
pursuant to a revised scheme in relation to the Proposed Merger
after incorporating the reduction in value of certain properties
as approved by the Securities Commission (SC) vide its letter
dated 4 July 2002 (Revised Proposals).
Under the Revised Proposed Merger (as defined hereinafter), the
shareholdings of Brisdale and SAP shareholders in KPS and KHSB
will be based on the revised share exchange ratios as stated in
Section 2.7 below and such ratios have taken into account,
amongst others, the respective revised revalued net asset values
(RNAVs), where applicable, of the respective property related
companies and assets to be injected into KHSB and the revised
RNAV of KPS.
DETAILS OF THE REVISED PROPOSALS
The Revised Proposals, which will be implemented via a composite
scheme of reconstruction under Section 176 of the Companies Act,
1965 (Act), will involve the following:
Revised Proposed Merger
Under the Revised Proposed Merger, the following acquisitions
will be undertaken:
Revised Proposed Acquisition of 100% of SAP
KHSB will acquire 100% equity interest in SAP from all the
shareholders of SAP as at a books closure date to be determined
and announced latter (Books Closure Date) (Revised Proposed SAP
Acquisition). Based on the issued and paid-up share capital of
SAP as at 30 June 2002, KHSB will acquire 52,246,000 ordinary
shares of RM1.00 each in SAP (SAP Shares) (approximately 61.47%
of the issued and paid-up share capital of SAP) from KPS for a
total revised purchase consideration of RM140,650,246 to be
satisfied by the issue of 83,023,900 ordinary shares of RM1.00
each in KHSB (KHSB Shares), credited as fully paid-up, at a
revised issue price of approximately RM1.69 per new KHSB Share.
At the same time, KHSB will acquire 32,754,002 SAP Shares
(approximately 38.53% of the issued and paid-up share capital of
SAP) from all the other shareholders of SAP (save for KPS) for a
total revised purchase consideration of RM88,176,290. The total
revised purchase consideration will be satisfied by KPS on
behalf of KHSB by way of allotment and issuance of 8,734,402 new
ordinary shares of RM1.00 each in KPS (KPS Shares), credited as
fully paid-up, at a revised issue price of approximately RM10.10
per new KPS Share and in consideration thereof, KHSB will, in
return, allot and issue 52,049,247 new KHSB Shares, credited as
fully paid-up, to KPS at a revised issue price of approximately
RM1.69 per new KHSB Share.
KHSB will acquire all the SAP Shares under the Revised Proposed
SAP Acquisition free from all claims, charges, liens, equities
and encumbrances whatsoever and with all rights attaching
thereto including any dividends and/or distributions after the
date of lodgment of the order of the High Court of Malaya
sanctioning the Revised Proposals under Section 176 of the Act
and the Revised Proposed KPS Distribution (as defined
hereinafter) under Section 64 (1)(c) of the Act with the
Companies Commission of Malaysia at Kuala Lumpur (Scheme
Effective Date).
Revised Proposed Acquisition of 100% of Brisdale
KHSB will acquire 100% equity interest in Brisdale from all the
shareholders of Brisdale as at a Books Closure Date (Revised
Proposed Brisdale Acquisition). Based on the issued and paid-up
share capital of Brisdale as at 30 June 2002, KHSB will acquire
120,000,002 ordinary shares of RM1.00 each in Brisdale
(Brisdale Shares) from the shareholders of Brisdale for a total
revised purchase consideration of RM181,715,189. The total
revised purchase consideration will be satisfied by KPS on
behalf of KHSB by way of allotment and issuance of 18,000,002
new KPS Shares, credited as fully paid-up, at a revised issue
price of approximately RM10.10 per new KPS Share and in
consideration thereof, KHSB will, in return, allot and issue
107,263,969 new KHSB Shares, credited as fully paid-up, to KPS
at a revised issue price of approximately RM1.69 per new KHSB
Share.
KHSB will acquire all the Brisdale Shares under the Revised
Proposed Brisdale Acquisition free from all claims, charges,
liens, equities and encumbrances whatsoever and with all rights
attaching thereto including any dividends and/or distributions
after the Scheme Effective Date.
Revised Proposed Acquisition of 76.67% of CSSB
KHSB will acquire 1,226,675 ordinary shares of RM1.00 each in
CSSB (CSSB Shares) (approximately 23.33% of the issued and paid-
up share capital of CSSB) from KPS for a total purchase
consideration of RM71,728,071 to be satisfied by the issue of
42,340,091 new KHSB Shares, credited as fully paid-up, at a
revised issue price of approximately RM1.69 per new KHSB Share.
KHSB will also acquire 1,226,676 CSSB Shares (approximately
23.33% of the issued and paid-up share capital of CSSB) from
KDEB and 1,577,156 CSSB Shares (approximately 30% of the issued
and paid-up share capital of CSSB) from PKNS for a total
purchase consideration of RM71,728,130 and RM92,221,948
respectively. The purchase consideration payable to KDEB and
PKNS will be satisfied by KPS on behalf of KHSB by way of
allotment and issuance of 7,105,110 and 9,135,148 new KPS
Shares, credited as fully paid-up, to KDEB and PKNS
respectively, at a revised issue price of approximately RM10.10
per new KPS Share and in consideration thereof, KHSB will, in
return, allot and issue 96,777,470 new KHSB Shares, credited as
fully paid-up, to KPS at a revised issue price of approximately
RM1.69 per new KHSB Share.
The acquisitions by KHSB of CSSB Shares from KPS, KDEB and PKNS
as detailed above are collectively known as the "Revised
Proposed CSSB Acquisition".
KHSB will acquire the CSSB Shares under the Revised Proposed
CSSB Acquisition free from all claims, charges, liens, equities
and encumbrances whatsoever and with all rights attaching
thereto including any dividends and/or distributions after the
Scheme Effective Date.
Revised Proposed Acquisition of 100% of Perangsang Hotel and
Properties Sdn Bhd (PHP)
KHSB will acquire 24,074,258 ordinary shares of RM1.00 each in
PHP (PHP Shares) (100% of the issued and paid-up share capital
of PHP) from KPS for a total revised purchase consideration of
RM75,220,000 to be satisfied by the issuance of 44,401,328 new
KHSB Shares, credited as fully paid-up, at a revised issue price
of approximately RM1.69 per new KHSB Share (Revised Proposed PHP
Acquisition).
KHSB will acquire the PHP Shares under the Revised Proposed PHP
Acquisition free from all claims, charges, liens, equities and
encumbrances whatsoever and with all rights attaching thereto
including any dividends and/or distributions after the Scheme
Effective Date.
Revised Proposed Acquisition of 49% of KDE Recreation Berhad
(KDERB)
KHSB will acquire 4,900,000 ordinary shares of RM1.00 each in
KDERB
(KDERB Shares) (49% of the issued and paid-up share capital of
KDERB) from KPS for a total revised purchase consideration of
RM21,881,930 to be satisfied by the allotment and issuance of
12,916,601 new KHSB Shares, credited as fully paid-up, at a
revised issue price of approximately RM1.69 per new KHSB Share
(Revised Proposed KDERB Acquisition).
KHSB will acquire the KDERB Shares under the Revised Proposed
KDERB Acquisition free from all claims, charges, liens, equities
and encumbrances whatsoever and with all rights attaching
thereto including any dividends and/or distributions after the
Scheme Effective Date.
Revised Proposed Land Acquisition
KHSB will acquire 3 parcels of land (Land), free from
encumbrances, liens, charges or claims from KPS for a total
purchase consideration of RM19,020,000 to be satisfied by the
allotment and issuance of 11,227,244 new KHSB Shares, credited
as fully paid-up, at a revised issue price of approximately
RM1.69 per new KHSB Share.
The Revised Proposed SAP Acquisition, Revised Proposed Brisdale
Acquisition, Revised Proposed CSSB Acquisition, Revised Proposed
PHP Acquisition, Revised Proposed KDERB Acquisition and Revised
Proposed Land Acquisition are collectively known as the "Revised
Proposed Merger". All proposals under the Revised Proposed
Merger are inter-conditional.
Basis of Share Exchange for the Revised Proposed Merger
The revised purchase consideration for all SAP Shares was
arrived at on a willing buyer-willing seller basis based on a
value which represents approximately 3.50% premium to the
revised RNAV of the SAP Group as at 30 June 2001 of
RM221,078,987 after taking into consideration, among others, the
consolidated net tangible assets (NTA) of SAP as disclosed in
the audited financial statements for the six (6) months ended 30
June 2001, the open market values of the properties of the SAP
Group as at 30 June 2001 as valued by the independent
professional property valuer, Messrs. Suleiman & Co., and as
approved by the SC pursuant to the SC letter dated 4 July 2002
(SC Letter) and also the relevant interests and the joint
venture rights of the SAP Group as valued by Messrs. Arthur
Andersen & Co..
The revised purchase consideration for all Brisdale Shares was
arrived at on a willing buyer-willing seller basis based on a
value which represents approximately 6.84% premium to the
revised RNAV of the Brisdale Group as at 30 June 2001 of
RM170,083,426 after taking into consideration, among others, the
consolidated NTA of Brisdale as disclosed in the audited
financial statements for the six (6) months ended 30 June 2001
and the open market values of the properties of the Brisdale
Group as at 30 June 2001 as valued by Messrs. Suleiman & Co. and
as approved by the SC pursuant to the SC Letter.
The purchase consideration for the CSSB Shares was arrived at on
a willing buyer-willing seller basis based on the RNAV of CSSB
as at 30 June 2001 of RM307,406,000 after taking into
consideration, among others, the NTA of CSSB as disclosed in the
audited financial statements for the six (6) months ended 30
June 2001 and the open market values of the properties of CSSB
as at 30 June 2001 as valued by Messrs. Suleiman & Co. and as
approved by the SC pursuant to the SC Letter.
The revised purchase consideration for all PHP Shares was
arrived at on a willing buyer-willing seller basis based on the
revised RNAV of PHP as at 30 June 2001 of RM75,220,000 after
taking into consideration, among others, the NTA of PHP as
disclosed in the audited financial statements for the six (6)
months ended 30 June 2001 and the open market value of the
property of PHP as at 30 June 2001 as valued by Messrs. Suleiman
& Co. and as approved by the SC pursuant to the SC Letter.
The revised purchase consideration for the KDERB Shares was
arrived at on a willing buyer-willing seller basis based on the
revised RNAV of KDERB as at 30 June 2001 of RM44,657,000 after
taking into consideration, among others, the unaudited NTA of
KDERB as at 30 April 2001 and the open market value of the
property of KDERB as at 30 June 2001 as valued by Messrs.
Suleiman & Co. and as approved by the SC pursuant to the SC
Letter.
The purchase consideration for the Land was arrived at on a
willing buyer-willing seller basis based on the open market
value of the Land as at 30 June 2001 of RM19,020,000 as valued
by Messrs. Suleiman & Co. and as approved by the SC pursuant to
the SC Letter.
The revised issue price of approximately RM10.10 per new KPS
Share was arrived at based on the revised RNAV of the KPS Group
as at 30 June 2001 of RM1,017,874,000 after taking into
consideration, among others, the consolidated NTA of KPS as
disclosed in the audited financial statements for the six (6)
months ended 30 June 2001, the open market values of the
properties of the KPS Group as at 30 June 2001 as valued by
Messrs. Suleiman & Co. and as approved by the SC pursuant to the
SC Letter and also the valuation of the Infrastructure
Businesses of KPS namely its interests in Taliworks Corporation
Berhad (Taliworks) and the relevant joint venture rights of the
KPS Group and its beneficial interests in Syarikat Penyuraian
Trafik KL Barat Sdn Bhd (SPRINT), Syarikat Pengeluar Air Sungai
Selangor Sdn Bhd (SPLASH) and Konsortium ABASS Sdn Bhd (ABASS)
as valued by Messrs. Arthur Andersen & Co..
Ranking of new KPS Shares and new KHSB Shares
The new KPS Shares to be issued pursuant to the Revised Proposed
Merger shall, upon allotment and issue, rank pari-passu in all
respects with the existing KPS Shares as at the Scheme Effective
Date. For the avoidance of doubt, the new KPS Shares to be
issued pursuant to the Revised Proposed Merger shall be entitled
to the Revised Proposed KPS Distribution and Revised Proposed
KPS Bonus Issue.
The new KHSB Shares to be issued pursuant to the Revised
Proposed Merger shall, upon allotment and issue, rank pari-passu
in all respects with the existing KHSB Shares as at the Scheme
Effective Date.
Revised Proposed KPS Distribution
The Revised Proposed KPS Distribution, which will be implemented
via a capital repayment pursuant to Section 64 (1)(c) of the
Act, will involve the distribution by KPS to all its
shareholders after the Revised Proposed Merger of up to
215,701,980 new KHSB Shares allotted to KPS pursuant to the
Revised Proposed Merger, representing approximately 47.93% of
the enlarged share capital of KHSB after the Revised Proposed
Merger.
The Revised Proposed KPS Distribution will involve the reduction
of KPS's enlarged share premium account after the Revised
Proposed Merger from approximately RM400.07 million to
approximately RM34.65 million. Hence, an amount of approximately
RM365.42 million will be utilized by KPS to implement the
Revised Proposed KPS Distribution on a basis of three (3) KHSB
Shares for every two (2) KPS Shares held after the Revised
Proposed Merger.
In determining the shareholders' entitlements to the Revised
Proposed KPS Distribution, fractional entitlements are to be
dealt with by the Directors of KPS in such a manner as they may
deem fit.
Revised Proposed KPS Bonus Issue
The Revised Proposed KPS Bonus Issue will involve a bonus issue
by KPS of 287,602,640 new KPS Shares to be credited as fully
paid-up on the basis of two (2) new KPS Shares for every one (1)
KPS Share held after the Revised Proposed Merger.
The Revised Proposed KPS Bonus Issue will involve the
capitalization of RM30,000,000 from KPS's share premium account
after the Revised Proposed KPS Distribution and the remaining
RM257,602,640 from the retained earnings of KPS.
The new KPS Shares to be issued pursuant to the Revised Proposed
KPS Bonus Issue shall, upon issue and allotment, rank pari-passu
in all respects with the existing KPS Shares provided that the
new KPS Shares so issued shall not be entitled to any dividends,
rights, allotments and/or other distributions, unless the
allotment of the new KPS Shares is made on or prior to the
entitlement date of such dividends, rights, allotments and/or
other distributions. For the avoidance of doubt, the new KPS
Shares to be issued pursuant to the Revised Proposed KPS Bonus
Issue shall not be entitled to the Revised Proposed KPS
Distribution.
Proposed Listing Transfer
Upon completion of the Revised Proposed Merger, Revised Proposed
KPS Distribution and Revised Proposed KPS Bonus Issue, the
listing status of SAP and Brisdale on the Main Board of the
Kuala Lumpur Stock Exchange (KLSE) are proposed to be
transferred to KPS and KHSB. SAP and Brisdale will be delisted
and KPS and KHSB will be admitted to the Official List of the
KLSE.
Entitlements of Brisdale and SAP shareholders pursuant to the
Revised Proposed Merger, Revised Proposed KPS Distribution and
Revised Proposed KPS Bonus Issue A Brisdale shareholder holding
1,000 Brisdale Shares as at the Books Closure Date will be
entitled to receive 450 new KPS Shares and 225 new KHSB Shares
upon surrendering his/her 1,000 Brisdale Shares (representing a
ratio of 0.45 new KPS Share and 0.225 new KHSB Share : 1
Brisdale Share).
A SAP shareholder (other than KPS) holding 1,000 SAP Shares as
at the Books Closure Date will be entitled to receive 800 new
KPS Shares and 400 new KHSB Shares upon surrendering his/her
1,000 SAP Shares (representing a ratio of 0.8 new KPS Share and
0.4 new KHSB Share : 1 SAP Share).
The summary of the entitlements of Brisdale and SAP shareholders
pursuant to the Revised Proposed Merger, Revised Proposed KPS
Distribution and Revised Proposed KPS Bonus Issue is set out in
Table 1 at http://www.bankrupt.com/misc/TCRAP_SAP0802.html.
Revised Proposed Offer for Sale/Placement
KDEB will also carry out an offer for sale/placement of
sufficient number of KHSB Shares and KPS Shares held by it after
the Proposed Listing Transfer to the public shareholders of KHSB
and/or KPS after the Proposed Listing Transfer and/or other
public investors at a price to be determined at a later stage
for the purpose of meeting public shareholding spread of KHSB
and KPS. KHSB and KPS are estimated to have public shareholding
spread of approximately 14.8% and 24.6% upon completion of the
Proposed Listing Transfer (based on the shareholding structure
as at 30 June 2001).
Proposed KPS Employee Share Options Scheme (ESOS)
KPS proposes to implement an ESOS to enable the granting of
options to eligible employees of the enlarged KPS Group to
subscribe for new KPS Shares in accordance with the SC
Guidelines on ESOS.
The Revised Proposed Merger, Revised Proposed KPS Distribution,
Revised Proposed KPS Bonus Issue and Proposed Listing Transfer
(Revised Proposed Scheme) are inter-conditional. The Revised
Proposed Offer for Sale/Placement and Proposed KPS ESOS are
conditional upon the Revised Proposed Scheme.
EFFECTS OF THE REVISED PROPOSALS
The proforma effects of the Revised Proposals on the issued and
paid-up share capital, NTA, gearing, earnings, shareholdings of
substantial shareholders (holding 5% or more) and corporate
structure of Brisdale, SAP, KPS and KHSB are set out as follows:
Share Capital
The Revised Proposals will not have any effects on the issued
and paid-up share capital of Brisdale and SAP.
The proforma effects of the Revised Proposals on the issued and
paid-up share capital of KPS and KHSB are set out in Tables 2
and 3 respectively at
http://www.bankrupt.com/misc/TCRAP_SAP0802.html.
NTA and Gearing
The Revised Proposals will not have any material effects on the
NTA and gearing of the Brisdale Group and the SAP Group.
The proforma effects of the Revised Proposals on the NTA and
gearing of the KPS Group and the KHSB Group are set out in
Attachments A and B respectively at
http://www.bankrupt.com/misc/TCRAP_SAP0802.html.
Earnings
The Revised Proposals will not have any effect on the earnings
of the Brisdale Group and the SAP Group (save for the estimated
expenses relating to the Revised Proposals to be borne by
Brisdale and SAP respectively).
The Revised Proposals are expected to contribute positively to
the future earnings of the enlarged KPS Group and the KHSB
Group.
Substantial Shareholders
Upon completion of the Revised Proposals, Brisdale and SAP will
become wholly owned subsidiaries of KHSB.
The proforma effects of the Revised Proposals on the
shareholdings of the substantial shareholders (holding 5% or
more) of KPS as at 30 June 2001 and of KHSB as at 24 September
2001 are set out in Tables 4 and 5 respectively at
http://www.bankrupt.com/misc/TCRAP_SAP0802.html.
Corporate Structure
The corporate structure of Brisdale, SAP, KPS and KHSB before
and after the Revised Proposals is set out in Attachments C and
D respectively at
http://www.bankrupt.com/misc/TCRAP_SAP0802.html.
APPROVALS REQUIRED
The relevant approvals required in respect of the Revised
Proposals are as follows:
(i) The SC for the following:
(a) the Revised Proposals;
(b) the listing of and quotation for the new KPS Shares and
new KHSB Shares to be issued pursuant to the Revised Proposals
on the KLSE; and
(c) the waiver exempting KHSB from having to extend
mandatory take-over offers to acquire the remaining and
approximately 23.33% and 51% equity interests in CSSB and KDERB
not already owned by KHSB respectively after completion of the
Revised Proposed CSSB Acquisition and Revised Proposed KDERB
Acquisition;
(ii) The Foreign Investment Committee;
(iii) The State Government of Selangor for the eventual
transfer of the ownership in Gabungan Cekap Bhd (formerly known
as "Gabungan Cekap Sdn Bhd"), the holding company of SPLASH, and
ABASS from KDEB to KPS of which approval was obtained on 4
February 2002;
(iv) The Government of Malaysia (vide the Economic Planning
Unit (EPU) for the eventual transfer of the ownership in Sistem
Penyuraian Trafik KL Barat Holdings Sdn Bhd
(SPRINT Holdings), the holding company of SPRINT, from KDEB to
KPS which was obtained on 12 June 2002 and for the listing of
KPS;
(v) The KLSE for the following:
(a) The admission to the Official List and the listing of
and quotation for the entire issued and paid-up share capital of
KPS and the listing of and quotation for the new KPS Shares to
be issued pursuant to the Revised Proposals and upon exercise of
options granted under the Proposed KPS ESOS;
(b) The admission to the Official List and the listing of
and quotation for the entire issued and paid-up share capital of
KHSB and the listing of and quotation for the new KHSB Shares to
be issued pursuant to the Revised Proposals; and
(c) The delisting of Brisdale and SAP;
(vi) Shareholders of Brisdale, SAP, KHSB, KPS and KDEB for the
Revised Proposals at their respective extraordinary general
meetings and where applicable, Court Convened Meetings;
(vii) The High Court of Malaya sanctioning the composite
scheme of reconstruction for the Revised Proposals under
Sections 176 and 178 of the Act and confirming the Revised
Proposed KPS Distribution under Section 64 (1)(c) of the Act;
(viii) The written consent of the Ministry of Finance which
was obtained on 6 February 2002 and the approval of PKNS vide
its finance committee for the transfer of PKNS's 30% equity
interest in CSSB, which was obtained on 6 September 2001;
(ix) The consent of the State Authority for the transfer of
the Land from KPS to KHSB, which was obtained on 5 February 2002
and 12 March 2002;
(x) The requisite approvals/consents from the various lenders
of KDEB, KPS, SAP and Brisdale, where applicable; and
(xi) Any other relevant authorities or parties.
APPLICATION TO THE SC
The application to the SC for the Revised Proposals would be
made within one (1) month from the date of this announcement.
DOCUMENTS FOR INSPECTION
The Supplemental Merger Agreement dated 26 July 2002 is
available for inspection during normal office hours from the
date of this announcement at the Registered Offices of Brisdale
and SAP at Tingkat 17, Blok B, Menara PKNS-PJ, No. 17, Jalan
Yong Shook Lin, 46050, Petaling Jaya, Selangor Darul Ehsan and
Wisma SAP, 26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang,
68100 Batu Caves, Selangor Darul Ehsan respectively, up to the
dates of their respective shareholders' meetings to approve the
Revised Proposals.
TAT SANG: Welcomes Director Bin Zainal to Boardroom
---------------------------------------------------
Tat Sang Holdings Berhad posted Change in Boardroom Notice:
Date of change : 29/07/2002
Type of change : Appointment Boardroom
Designation : Director
Directorate : Independent & Non Executive
Name : Mohd Zamri Bin Zainal
Age : 31+
Nationality : Malaysia
Qualifications : Diploma in Marketing, Chartered Institute of
Marketing (UK)
Working experience and occupation:
Managing Director in Merpati Corporation (M) Sdn. Bhd. since
2001
Accounts Director in Kalamvest Sdn. Bhd. since 1995
1997 to 2001 - Marketing Director in Lagun Vista Sdn. Bhd.
1996 to 2001 - Marketing Director in Kalamvest Properties (M)
Sdn. Bhd.
1993 to 1995 - Corporate Marketing Executive in SeaLandAir
Freight Express Sdn. Bhd.
1992 to 1993 - Trainee Journalist in The New Straits Time Press
(M) Bhd.
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
Last week, TCR-AP reported that a writ of summons (No. 23-54-
2002) dated 16 July 2002 was issued by Bank Pembanguanan Dan
Infrastruktur Malaysia Berhad (BPIMB) and served on Mercuries &
Muar Wooden Furniture Mfg Sdn. Bhd., (MMWF) on 20 July 2002 as
the 1st defendant and TSHB as the 2nd defendant due to the
alleged default of payment of promissory facility by MMWF to
BPIMB, the plantiff, TSHB is the Corporate Guarantor of MMWF
for the credit facilities granted by BPIMB.
TIME DOTCOM: Collaborates With 3G Networks
------------------------------------------
TIME dotCom (TIME), announced Wednesday that it remains focused
on its business strategy for continued growth.
TIME dotCom's Chief Executive Officer, Mr. Robert C. Fox said,
"As one of the major players in the industry, we put in a
concerted bid for a 3G spectrum as we felt that there were
synergies to be enjoyed in the 3G environment. In that
environment, you can have the spectrum and build the whole
network, or you can provide services by owning some of the
network elements.
"There are a number of different ways of working with the two
companies which have been awarded the 3G spectrum, MVNO being
one of them, and we look forward to collaborating with them.
Our advantage will be our experience in developing broadband
access & applications, and our recently-launched GPRS packaged
applications.
"TIME's resolve to maintain leadership in the areas of its
focus is not in the least diminished. We will continue to focus
on our four key strategies - broadband solutions with content
and applications, corporate and business services, being the
preferred carrier in wholesale, and quality mobile applications
- ultimately leading on to services in a 3G environment.
"It is not about technology alone, it's about service, and
useful applications for our customers," said Mr. Fox.
Congratulating the two recipients, Mr Fox said that the company
looked forward to working with them on national roaming and
developing competence in network sharing to minimize the
duplication of infrastructure for the benefit of Malaysia.
"We have explored some business models to provide national
roaming in the 2G environment, which can be adapted in the 3G
context as well," he said.
In terms of business collaboration, TIME will also take full
benefit of its experience in establishing strategic partnerships
with the best in the industry to enhance stakeholder value. To
date, TIME has sealed arrangements with NTT Data, BT Exact,
Mobileum, Nokia and IBM, to name a few. The collaboration
ranges from developing of new applications, research and
development right up to development of innovative networking
technologies.
In terms of products, TIME recently launched its GPRS
applications and continues to build on a variety of access
technologies for broadband access, including wireless LAN
services, which offer mobility at broadband speeds within
various environments. TIME has also recently re-established its
Customer Call Center which has since been acknowledged as a
first class operation.
Speaking on new product developments, Mr. Fox said that the
company intends to launch its Multimedia Messaging Services
(MMS) in September this year. It is an initiative between TIME
and Nokia to provide an exciting range of MMS services in
Malaysia.
For its corporate market, TIME will bring `Fusion', the Next
Generation Network designed to implement a simplified, scaleable
and highly manageable Ethernet architecture that integrates
voice, data and video services. This will allow lower capital
outlays and operational costs, speed to market access
provisioning and provide straightforward network management
adding profitability margins and competitiveness.
"Overall, we continue to believe that TIME is a brand that
people can do more with. Our focus remains on our customers and
an increasingly closer involvement with our customers will give
us the edge in providing complete product portfolios and value
driven services. We will continue to put our energy and
resources into growing the business and reaching
profitability," said Mr Fox.
=====================
P H I L I P P I N E S
=====================
FIRST PHILIPPINES: Signs Private Placement Agreement
----------------------------------------------------
First Philippine Holdings (FPHC), through a wholly owned
offshore subsidiary, FPH Fund Corporation (FPH Fund) signed a
private placement agreement to issue floating rate notes (FRNs)
to international investors. The placement of the FRNs guaranteed
by FPHC was arranged by an international investment bank, and
will raise a minimum of US$50 million in proceeds. The FRNs have
a final maturity of seven years, but allow for redemption at the
option of either the investors or FPH Fund in three and five
years, respectively.
Proceeds from the private placement will be used to repay
maturing debts.
For a copy of the press release, go to
http://bankrupt.com/misc/TCRAP_FPH0801.pdf
NATIONAL BANK: Enters Debt For Asset Swap Deal With PDIC
--------------------------------------------------------
Philippine National Bank (PNB) has signed a debt for asset swap
deal with Philippine Deposit Insurance Corp (PDIC) to settle a
10 billion-peso loan from the government agency, AFX Asia
reported Wednesday.
The bank said in a statement, "Under the payment-in-kind
arrangement, PNB "cedes, transfers and conveys" to PDIC all
existing collaterals, in the form of mortgages covering 22
selected government loan accounts and assets amounting to 10
billion pesos.
The accounts include one from the federal government, four from
government-owned and controlled corporations, five security
instruments and 12 from local government units.
PDIC extended the loan to PNB in October 2000 when the bank was
experiencing liquidity problems. The bank has obtained a
separate 15 billion-peso loan from the central bank.
NATIONAL POWER: PSALM, ADB Execs Discusses Bond Float
-----------------------------------------------------
The Power Sector Assets and Liabilities Management Corp. (PSALM)
will meet with the Bureau of Treasury and the Asian Development
Bank (ADB) on Wednesday to discuss details of the planned $500-
million to $750-million float, which is part of the two-tranche
financing package for the National Power Corp. (Napocor),
Business World reports.
The move will raise funds for Napocor's operations this year
from international capital market,
The bond float, will be partially guaranteed by the ADB, will be
issued within the last quarter of 2002.
PSALM President Edgardo M. del Fonso declined to confirm reports
that at least 10 financial firms have been short-listed as
prospective underwriters.
He said the amount and the timing of the bond float have yet to
be finalized.
PHILIPPINE LONG: Inks Telecom Deal With Carmelray II
----------------------------------------------------
Philippine Long Distance Telephone Co. and Carmelray Industrial
Park II have recently inked a deal involving the provision of
PLDT's array of telecommunications products and services to meet
the increasing requirements of Carmelray II's locators.
Carmelray II, a leading industrial park in the country and seat
of the local operations of some of the world's top multinational
firms, has tapped PLDT for an exclusive agreement to provide
voice, video, and data services.
"PLDT is basically a one-stop shop for any type of communication
service and it is also way, way ahead of everybody else," said
Eduardo C. Abores, Carmelray II President.
He explained that Carmelray II is not only an industrial park.
It is also an emerging IT park, where IT companies can locate to
take advantage of the country's human resource potential for IT-
related ventures.
Carmelray II is a 145-hectare estate designated by the
Philippine Economic Zone Authority as a Special Economic Zone.
In February 1997, Carmelray Industrial Corp. and JTC
International Pte. Ltd. formed Carmelray-JTCI Corp. to develop
Carmelray Industrial Park II in Calamba, Laguna. It is the only
park in the country with a dedicated power plant.
"We want Carmelray II to be a manufacturing cum ICT park. That's
why we are trying to get as many IT locators as we can. We think
PLDT could help us with this by providing reliable and superior
telecommunications services."
"Two to three call center operators have visited us already.
They see the park as a very good site. With PLDT, we have a good
chance," added Abores.
Under the deal, PLDT will be the exclusive provider of
telecommunications services to Carmelray II.
Alfredo S. Panlilio, PLDT Senior Vice President for the
Corporate Business Group, said industrial parks such as
Carmelray II have contributed to the economic development of the
country by providing jobs and attracting foreign investments.
"We think Carmelray II plays an ideal role in this economic
development. With its world-class facilities and perfect
location, it won't be that difficult for the park to realize its
goal of being known as an industrial-cum-IT park. PLDT can
complement and assist Carmelray II in this endeavor," said
Panlilio.
PLDT Business Solutions, the umbrella brand for PLDT's corporate
products and services, provides the ideal packages for large
multinational companies, such as those in industrial parks, as
well as small- and medium-sized companies all over the country.
DebtTraders reports that Philippine Long Distance Telephone's
11.375% bond due in 2012 (TELP12PHS1) trades between 91 and 94.
For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1
=================
S I N G A P O R E
=================
ASIA PULP: Completion of KPMG Report, Restructuring Talks
-----------------------------------------------------------
Asia Pulp & Paper Company Ltd (APP) confirmed on Thursday its
understanding that KPMG had, on July 26, 2002, completed all of
the reports that it had been engaged to prepare with respect to
the consensual restructuring of APP group companies.
The completed reports are:
(1) phase one financial diligence reports and
(2) phase two analysis, by KPMG, of cashflow projections
prepared by APP companies. The 9 phase one reports, relating to
the 4 main Indonesian operating companies, Purinusa, APP and
others are voluminous. The phase two reports provide KPMG's
analysis with respect to cashflow projections prepared by APP
companies and APP looks forward to discussing these reports with
KPMG and relevant creditors. The confidential reports are to be
distributed to the Umbrella Steering Committee and IBRA under
the provisions of strict confidentiality arrangements entered
into with APP.
Commenting on the release of the reports, Teguh Wijaya, Chief
Executive Officer of APP said:
"I am pleased that all the KPMG reports have been issued to
IBRA and other relevant creditors. This again demonstrates our
commitment to a consensual, out-of-court restructuring process.
We are fully committed to accelerating debt restructuring
discussions so that our target of finalizing a restructuring of
the Indonesian operations by September 30 will be met."
APP also confirmed that further progress was being made in its
debt restructuring discussions. Frequent meetings between the
Indonesian operations of APP, IBRA and representatives of export
credit agencies have been taking place. At these meetings, it
was agreed that weekly working group restructuring meetings
should continue, under the leadership of IBRA, with a view to
meeting the September 30 restructuring plan target date.
APP also welcomed recent statements from IBRA in which IBRA
categorically confirmed that it opposes the appointment of
judicial managers with respect to APP.
APP also noted recent announcements from IBRA, in which IBRA
confirmed that it has no intention of replacing the current
management of APP group companies.
Mr. Wijaya noted that:
"As I have said in the past, the leadership provided by IBRA is
a significant catalyst in the restructuring discussions. We now
have an effective working group on the creditor side and a
weekly meeting arrangement, which will provide focus and a forum
in which to engage in detailed restructuring discussions. IBRA
has demonstrated tangible and meaningful support for the
consensual debt restructuring process by opposing the
appointment of judicial managers and through other measures.
These are hugely important steps and will hopefully put
these discussions on par with those in China, which have been
progressing very steadily."
For a copy of the press release, go to
http://bankrupt.com/misc/TCRAP_APP0801.pdf
DebtTraders reports that Asia Pulp's 11.75 percent bonds due on
2005 (APP7) are trading between 28.5 and 30.5. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7for
real-time bond pricing.
EXCEL MACHINE: In Talks With Banks, Restructuring Scheme
--------------------------------------------------------
In the full year financial statement and dividend announcement
made by Excel Machine Tools Ltd on March 29, 2002, and in
subsequent announcements made on April 3, 2002, May 8, 2002, May
31, 2002 and June 28, 2002, the Company has stated that the
Group is in discussions with its bankers for their continued
support, including inter-alia, restructuring the repayment of
the short-term banking borrowings.
In July 2002, as part of the ongoing process, management met up
with each of the Group's bankers to update each banker on the
position of the Group, including the cost-cutting measures taken
by the Group as well as the disposal of certain assets held by
the Group aimed at freeing up financial resources tied-up in
capital.
These meetings will assist the bankers in their consideration of
any formal business and debt restructuring proposals which the
Group may put up to the bankers.
The Company shall make the appropriate announcements upon the
conclusion of the discussions with the bankers and when terms
have been agreed upon between the Group and its bankers.
LKN-PRIMEFIELD: Debt Restructuring Update
-----------------------------------------
LKN-Primefield Limited, with reference to its announcement on
June 28, 2002, in which the Company had announced that the
Bondholders had requested for additional information and certain
changes to the Debt Restructuring Proposal (Proposal), LKN-
Primefield Limited announced Wednesday that the Bondholders are
now in the process of appointing a financial adviser to evaluate
the Proposal and advise them on it.
The Company will make a further announcement once the financial
adviser is appointed.
NEPTUNE ORIENT: Upgrades Recommendation to Hold, GK Goh
-------------------------------------------------------
GK Goh Research have upgraded its recommendation for Neptune
Orient Lines Limited (NOL) to Hold from Sell because the share
has fallen sharply, while the industry has reached what it
believe is its bottom. GK Goh forecast disappointing first half
in 2002 results, but expect things will not get worse
(essentially reflecting current developments) instead, there is
a potential for the Company to get better.
Earnings Downgrade
Higher rates in 2Q02 unlikely. GK Goh have reassessed its
forecasts on the back of sharper-than-anticipated volume growth
in the first quarter. However, with first quarter rates
remaining weak, and the outlook for the rest of the year poor,
GK Goh are reversing the firming of rates assumed for second
half this year. GK Goh expects a 4 percent decline in average
revenues/FEU for fiscal year 2002, compared with 1.7 percent
previously. It forecast a slow recovery in fiscal year 2003, but
does not expect the Company to be profitable. GK Goh project NOL
will book a loss per share of 19.0cts in fiscal year 2002 and
loss per share of 5.8cts in fiscal year 2003. For first half of
2002, it forecast loss of 11.2cts per share (net loss of US$131
million).
Outlook
Slow earnings recovery, but better from here on. GK Goh is
confident of a slow earnings recovery, as captured in its
earnings forecast, it believe there is a chance that things
could get better, rather than worse. For instance, an increase
in oil exports (either by OPEC or NOPEC) will result both in
lower bunker prices and higher demand for tanker space. GK Goh
might see an end to restructuring costs at APL Logistics, and a
return of this division to healthy profit margins in excess of 5
percent. On the liner side, there are merger opportunities that
could lead to substantial cost savings on the back of route
integrations.
For a copy of GK Goh's analysis, go to
http://bankrupt.com/misc/TCRAP_Neptune0731.pdf
Company Profile:
Address:
Neptune Orient Lines Limited
Homepage - http://www.nol.com.sg/
456 Alexandra Road
NOL Building 06-00
119962
Singapore +65 278 9000
Neptune Orient Lines Limited (NOL). Operates in three segments:
Liner, a global container transportation which offers shipping
services in major trade lanes, including Trans-Pacific, Intra-
Asia, Trans-Atlantic, Intra-Americas, Asia-Australia and Asia-
Europe; Logistics, an integrated management of all activities
related to the supply chain which comprises all of the supply
chain processes that plan, implement, and control the effective
flow and storage of goods, services and information from the
origin to the point of consumption; and Chartering, provides
petroleum transportation services in the Atlantic and lightering
services in US Gulf. Liner accounted for 81 percent of 2000
revenues; logistics, 10 percent; chartering, 7 percent and
other, 2 percent.
ST ASSEMBLY: Narrows Net Loss to US$20.253M
-------------------------------------------
ST Assembly and Test Services Ltd said its net loss for the
second quarter narrowed to US$20.253 million from 31.648 million
a year earlier, AFX Asia reported Wednesday.
Sales are expected to rise by 5-10 percent in the third quarter.
Second Quarter Results:
Sales - US$51.259 million versus 35.266 million
Opg loss - US$22.147 million versus loss 34.28 million
Net loss - US$20.253 million versus loss 31.648 million
Loss per share - US$0.02 versus loss 0.03
Loss per ADS - US$0.22 versus loss 0.32
Six months to June results:
Sales - US$90.663 million versus 83.894 million
Opg loss - US$49.283 million versus loss 59.648 million
Net loss - US$46.869 million versus loss 54.621 million
Loss per share - US$0.05 versus loss 0.06
Loss per ADS - US$0.49 versus loss 0.55
===============
T H A I L A N D
===============
ADVANCE PAINT: Administrator Carries Out Capital Revisions
----------------------------------------------------------
The Central Bankruptcy Court issued the order approving the
Business Reorganization Plan of Advance Paint & Chemical
(Thailand) Public Company Limited on 5 July 2002 in which Bang
Pa-in Planners Company Limited is the Plan Administrator.
The Plan Administrator, on behalf of the Debtor, reduced the
original registered capital by 75% and increased the new
registered capital as a proposal to new investors. The plan
Administrator has reduced the original registered share
from 13,920,100 shares to 3,480,025 shares by decreasing the
share from 4 shares to 1 share and rounding down to the smaller
amount and subsequently increased the registered capital to
167,480,025 shares with value of Bt10 per share, which has
already been registered at the Ministry of Commerce on 26 July
2002.
KRUNG THAI: Privatization May Lower 'BBpi' Rating, Says S&P's
-------------------------------------------------------------
Standard & Poor's Ratings Services said affirmed Wednesday its
double-'B'-pi public information rating on Thailand's Krung Thai
Bank Public Ltd. (KTB).
Nevertheless, Standard & Poor's indicated that the rating could
be lowered if the bank is partially-privatized, an event
expected in the final quarter of 2002, subject to specific
details, including the emergence of any new substantial
institutional shareholder. The existing rating incorporates an
implicit degree of government support the bank enjoys as a
91.77% state-owned bank. The government has indicated that it
intends to privatize the bank and that government ownership in
KTB is likely to be reduced to 49%. On partial privatization,
Standard & Poor's will assess KTB primarily on the bank's stand-
alone credit profile.
The bank's stand-alone credit profile is constrained by its
inadequate loan-loss provisioning and weak capitalization.
Despite improvement in the bank's credit quality and
stabilization in its funding, loan-loss provisioning, like that
of many other Thai banks, remains weak. Furthermore, given the
legacy of its loan book as a state-owned bank that is subjected
to public policy lending, its book could still contain some
embedded credit risks. The bank's success in strengthening its
still-weak financial profile will be contingent on its ability
to effectively rehabilitate its problem loans, restore
profitability, and improve capitalization.
While the privatization exercise could help to diversify the
ownership base, it is not likely to positively influence the
bank's financial profile unless fresh capital is injected. Major
obstacles inhibiting the bank's ability to raise fresh capital
funds remain, including the unresolved accumulated losses of
Thai baht (THB) 82 billion (US$263.4 million) in the bank's
balance sheet, the still high systemic risk in the domestic
banking system, and a fractious economic recovery.
At this stage, market conjecture that KTB might need to buy back
Bt10.8 billion worth of warrants from the Financial Institutions
Development Fund (FIDF) in order to remove the overhanging
effect over the bank's share price, has not been substantiated.
These warrants were issued to FIDF at the height of the crisis
in 1997-1998 in return for the transfer of bad loans by the
bank.
RAIMON LAND: Changes Plan Administrator's Directors
---------------------------------------------------
Raimon Land Planner Co., Ltd., as the Plan Administrator of
Raimon Land Public Company Limited, notified that Mr. Kritdi
Vibulphapan and Mr. Montri Hemvichitr resigned from the
directors of Raimon Land Planner Co.,Ltd., effective on 15 July
2002.
THAI CANE: Files Business Reorganization Petition
--------------------------------------------------
Thai Cane Paper Public Company Limited (DEBTOR), engaged in sale
and production of paper, filed its Petition for Business
Reorganization to the Central Bankruptcy Court:
Black Case Number 939/2543
Red Case Number -/2543
Petitioner: THAI FARMER BANK PUBLIC COMPANY LIMITED #1ST, ASSET
MANAGEMENT CHANTABURI PUBLIC COMPANY LIMITED #2ND
Debts Owed to the Petitioning Creditor: Bt4,831,875,852
Date of Court Acceptance of the Petition: November 15, 2000
Date of Examining the Petition: December 12, 2000 at 9.00 A.M.
Appointment Date of the Hearing the Court Order: January 17,
2001
Court postponed the date to examining the petition: February 6,
2001
Court has cancelled the Petition for Reorganization: February 6,
2001
Contact: Mrs. Piyanunt Tel 6792525 Ext. 113
THAI PETROCHEMICAL: EPL Submits Petition to Official Receiver
-------------------------------------------------------------
Effective Planners Limited (EPL), a wholly-owned subsidiary of
Ferrier Hodgson, a leading accounting, financial restructuring
and recovery firm, confirmed Wednesday its submission of a
petition to the Official Receiver under section 90/39 of the
Bankruptcy Act to recover more than US$200 million owed to Thai
Petrochemical Industry Public Company Limited (TPI).
As TPI's Plan Administrator, EPL's responsibilities include
recovering all monies loaned by TPI to third parties.
The recipients of loans in the form of promissory notes and
total principal plus accrued interest for each loan are outlined
below.
Recipients of loans Date of Promissory Note Principal plus
Accrued interest
(Baht)* (*as at
July 30,02)
Pornchai Enterprises Co., Ltd. 31/12/00 4,608,418,841.16
TPI Holdings Co., Ltd 31/10/00 2,607,329,303.92
TPI EOEG Co., Ltd 1/04/99 1,343,594,465.43
Total 8,559,342,610.51
The three largest shareholders in each of these companies and
the relevant equity stake held by each party are identified
below.
Pornchai Enterprises Co., Ltd's shareholders include*:
Leophairatana Enterprises Co., Ltd. (48%); TPI (25%); TPI Polene
(16%). Leophairatana Enterprises Co., Ltd. is 100% owned by the
Leophairatana family. *According to latest shareholders list
filed with the Ministry of Commerce.
TPI Holdings Co., Ltd's shareholders include*:
Leophairatana Enterprises Co., Ltd. (50.5 %); Thanapornchai
Enterprises (7.5%); United Grain Industry Co., Ltd. (5%) *
According to latest shareholders list filed with the Ministry of
Commerce.
TPI EOEG Co., Ltd's shareholders include*: TPI Holdings
Co., Ltd (75%); TPI ( 25%). * According to latest shareholders
list filed with the Ministry of Commerce.
The terms of the promissory notes are payable on demand. Demands
for payment were sent to these three companies on June 24, 2002.
EPL has not received any response to these demands for re-
payment of borrowed funds by these companies which are now in
default on the three loans. EPL has resolved to recover these
funds through all available legal channels.
According to section 90/39 of the Bankruptcy Act, the Official
Receiver will review the petitions and upon concluding what
monies are owed, issue a notice for repayment to each debtor.
The Official Receiver may also file an application to the
Bankruptcy Court requesting a court order for the debtors to
repay the monies within a specified time frame. If the companies
fail to pay, the Official Receiver may file an application of
temporary seizure of assets.
A detailed description of the shareholding structure of these
three companies, as well as other background information and
copies of the petitions are available at
http://www.bankrupt.com/misc/TCRAP_TPI0802.pdf
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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