/raid1/www/Hosts/bankrupt/TCRAP_Public/020902.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, September 02, 2002, Vol. 5, No. 173
Headlines
A U S T R A L I A
AUSDOC GROUP: Announces Change in Substantial Holding
CALTEX AUSTRALIA: Posts First Half Profit of A$130.4M
NEWCREST MINING: Down on FY Loss Announcement
ONE.TEL LTD: Liquidator Closes Inquiry
PASMINCO LIMITED: Creditors Approve Restructure Deal
C H I N A & H O N G K O N G
SIMSEN INTERNATIONAL: FY Net Loss Widens to HK$510.266M
SIMSEN INTERNATIONAL: Hopes To Raise HK$37M From Share Issue
ZHEJIANG SECURITIES: Founder Group to Pay $28M for 51% Stake
I N D O N E S I A
INDOCEMENT TUNGGAL: Flat After Release of First-half Results
J A P A N
HITACHI ZOSEN: Moody's Downgrades Rating to Ba3, Outlook Stable
ISHIKAWAJIMA-HARIMA: Moody's Cuts L-T Rating to Baa3
KAWASAKI HEAVY: Moody's Downgrades L-T Rating to Baa3
MITSUBISHI HEAVY: Moody's Downgrades L-T Rating to Baa1
NIPPON TELEGRAPH: Offering Y80B 10-Year Bonds
NTT DOCOMO: Unveils Phone Scam Countermeasures
SUMITOMO METAL: JCR Downgrades Rating to BBB and J-2
K O R E A
HYNIX SEMICONDUCTOR: KEB Mum on December Sale Plans Reports
HYNIX SEMICONDUCTOR: Launches 256 Graphic Memory DDR SDRAM Chip
HYNIX SEMICONDUCTOR: Shares Up on Reports Lenders Speeding Sale
KUNYOUNG CO.: Selects Cideco Consortium as Prime Bidder
M A L A Y S I A
ABRAR CORPORATION: Says Proposed Offer Finalized
BESCORP INDUSTRIES: Construction Unit Disposes Assets
CHASE PERDANA: Responds to Debt Restructuring Scheme Queries
CHG INDUSTRIES: Announces Amendments to Proposals
DATAPREP HOLDINGS: SC Approves Application for Time Extension
MALAYSIAN GENERAL: Structuring Terms of Rehab Scheme
MALAYSIAN RESOURCES: KLSSB Unit Sells Office for RM3.4M
MALAYSIAN RESOURCES: Zelleco Unit Sells 70% Stake for RM1
MYCOM BERHAD: Seeks Extension to Implement Restructuring Scheme
NALURI BERHAD: Undertaking Bonus Issue
OLYMPIA INDUSTRIES: Seeks Extension of Time
PARIT PERAK: Defaults on Loans, Administrators Appointed
PENAS CORPORATION: Enters Definitive Agreement With Vintage
SIN HENG: Submits Application Proposals to Authorities
SITT TATT: Enters Tenancy Agreement With Chase Perdana
TONGKAH HOLDINGS: Defaults on ICULS Payment
TONGKAH HOLDINGS: Defaults on Redemption Obligation
WIJAYA BARU: Directors Abort Restructuring Proposals
P H I L I P P I N E S
ALL ASIA: Three Groups Eyeing Closed Bank
NATIONAL BANK: Allied Bank Clarifies Merger Report
NATIONAL STEEL: Malaysian Okays Debt Restructuring Plan
PHILIPPINE AIRLINES: First Quarter Earnings Above Target
PHILIPPINE LONG: Enters Agreement With UnionBank
PHILIPPINE LONG: Enters Joint Venture With Hypertech
PHILIPPINE LONG: PSE Approves Additional Listing of Shares
PHILIPPINE LONG: PSE Fines JG for Unclear Role in Takeover Deal
UNITRUST BANK: PBCom Clarifies Takeover Interest
S I N G A P O R E
ASIA PULP: Negotiating With Creditors This Week
BOUSTEAD SINGAPORE: AGM Resolution Disclosure
SEATOWN CORPORATION: Creditor's Meeting Moved to November
SEMBCORP INDUSTRIES: Posts Notice of Shareholder's Interest
T H A I L A N D
NATURAL PARK: Increases Registered Capital to Bt201.4B
SIAM STEEL: Announces Action Points Under its Rehab Plan
SIAM STEEL: Narrows Net Loss to Bt23M
THAI PETROCHEMICAL: Creditors Back Effective Planners
- - - - - - - -
=================
A U S T R A L I A
=================
AUSDOC GROUP: Announces Change in Substantial Holding
-----------------------------------------------------
ABN AMRO Capital Australia Pty Ltd increased its relevant
interest in AUSDOC Group Limited on 29 August 2002, from
27,104,803 ordinary shares (31.07%) to 27,384,368 ordinary
shares (31.39%).
CALTEX AUSTRALIA: Posts First Half Profit of A$130.4M
-----------------------------------------------------
Caltex Australia announced Friday a major turnaround to a net
profit after tax of $130.4 million, or 48.3 cents a share, for
the first half of 2002 from a net profit after tax of $1.2
million, or 0.5 cents a share, for the first half of 2001.
Caltex Chairman Dick Warburton said that the profit was due not
only to higher refiner margins and rising crude oil prices,
which had resulted in gains on inventory purchased, but also to
improved refinery reliability and robust sales.
"The Board remains very conscious of its stated objective of
paying consistent dividends," Mr. Warburton said. "However, the
company's current financial priority is debt reduction, and
taking this into account the Board has determined that no
interim dividend will be paid. In focusing on reducing debt
levels and improving gearing, the company is working to position
itself to better withstand the impact of external factors beyond
its control and return to profit itself to better withstand the
impact of external factors beyond its control and return to
profit and cash flow levels which will support payment of a
consistent dividend and investment in cleaner fuels."
Caltex Managing Director Jeet Bindra said net debt has been
reduced to $1.036 billion (52% gearing) at 30 June 2002 compared
with $1.264 billion (61% gearing) at 31 December 2001. "The
company is on track to meet its debt reduction target for the
end of 2003," Mr Bindra said.
"The profit included an inventory gain of $105.9 million for the
half year to 30 June 2002. Excluding this key external factor,
the company's earning before interest and tax (on a replacement
cost of sales basis, excluding significant items) were $129.3
million for the half year up from $36.2 million in the first
half of 2001, reflecting continued strong improvement in the
underlying performance of the business."
The $130.4 million half-year profit to 30 June 2002 includes a
-$7.5 million significant expense item. This represents the
estimate of a deferred purchase consideration payable to Hanson
Australia Pty Limited (formerly Pioneer International Limited)
for the purchase of its 50% interest in Australian Petroleum Pty
Limited in 1997. This payment is subject to performance targets
for the full year and reflects the strong results for the first
half. The $1.2 million half year profit to 30 June 2001 included
a significant item of +$15.5 million.
NEWCREST MINING: Down on FY Loss Announcement
---------------------------------------------
Newcrest Mining was down A$0.29 or 4.39 percent at A$6.31 after
it announced a net loss of A$53.0 million for the year to June
2002, compared to a profit of A$38.2 million in the previous
year, AFX Asia reported Thursday.
Dealers say the company's provisions for its hedge book were
unexpected and operating performance also came in weaker than
forecast.
Newcrest said net profit before provisions was down to A$20.9
million from A$45.6 million a year earlier. The provisions
comprise A$80.6 million for surplus foreign currency and 25
million for gold contracts.
Merrill Lynch maintained its "buy" recommendation for Newcrest
with a valuation of A$6.24 per share.
ONE.TEL LTD: Liquidator Closes Inquiry
--------------------------------------
Public hearings into the collapse of discount phone company
One.Tel Ltd ended Thursday as the liquidator retired to consider
whether grounds exist for legal action against those involved,
including high profile corporate executives, the Australian
reported.
One.Tel directors Lachlan Murdoch, the News Limited chairman,
and James Packer, Publishing & Broadcasting executive chairman
were among those questioned by the liquidator.
Counsel for the liquidator Michael Slattery QC also questioned
former One.Tel finance manager Steve Hodgson about the company's
cash position and forecasts in the months before its collapse in
May 2001.
Hodgson was closely associated with the company's finances. He
also had regular and direct contact with One.Tel executives
Jodee Rich, Brad Keeling and finance director Mark Silbermann.
According to a Friday report from TCR-AP, managing director
Jodee Rich and his chief financial officer Mark Silbermann
engaged in accounting malpractice, attempting to lower costs and
artificially improve operating profits at the collapsed phone
group.
PASMINCO LIMITED: Creditors Approve Restructure Deal
----------------------------------------------------
Pasminco Ltd administrators said the creditors of the debt-laden
zinc producer on Friday approved a restructuring proposal that
would pave the way for it to be refloated on the Australian
Stock Exchange.
Pasminco was placed under administration last year with debts of
more than A$3 billion ($1.7 billion), but is due to be refloated
following finalization of a debt-for-equity deal with creditors.
"The equity and float option approved...allows for the float
process to begin and leaves Pasminco with a viable future,"
administrator John Spark said.
The restructure proposal involves an issue of shares in lieu of
debt to creditors and financiers owed about A$2.8 billion. The
equity would subsequently be partially sold down via a public
float.
================================
C H I N A & H O N G K O N G
================================
SIMSEN INTERNATIONAL: FY Net Loss Widens to HK$510.266M
-------------------------------------------------------
Simsen International Corp Ltd reported Thursday a net loss of
HK$510.266 for the year to April 2002, compared to a loss of
HK$282.764 million in the previous year.
Operating loss also ballooned to HK$489.458 million, from
HK$266.732 million, on sales of HK$224.731 million.
Loss per share was at HK$2.2287 against a loss of HK$1.3925.
Hong Kong-based Simsen International engages in in-warehouse
metal sales of metals; shipment sales of metals and metal
scraps; bullion, securities and future contracts broking and
trading; margin and loan financing; property investment and
investment holding.
SIMSEN INTERNATIONAL: Hopes To Raise HK$37M From Share Issue
------------------------------------------------------------
Simsen International Corp Ltd has agreed to place 60 million new
shares at HK$0.25 each to a 99 percent owned unit of Henix
Technology Inc, which is an independent third party.
Simsen has also agreed to issue a 2 percent convertible note due
2004 in a principal amount of HK$8 million to the Henix unit,
and place new shares to some professional and institutional
investors for an aggregate value of HK$16 million in cash.
According to an AFX Asia report, the estimated net proceeds will
be about HK$37 million, where 20 million will be used to
partially repay outstanding bank loans. The balance will be for
general working capital for the group.
ZHEJIANG SECURITIES: Founder Group to Pay $28M for 51% Stake
------------------------------------------------------------
The China Securities Regulatory Commission has approved Peking
University Founder Group Corp., one of China's biggest software
designers, to acquire 51 percent of ailing Zhejiang Securities
Co. for 229.5 million yuan ($28 million), Bloomberg reported,
citing Shanghai Securities News.
In December, Zhejiang Securities was fined a record 503 million
yuan by the securities regulator for illegal fund-raising,
misuse of client money and insider trading.
The 14-year-old brokerage operates 15 branches nationwide and
earned more than 300 million yuan in 2000. Its net assets
totaled 538 million yuan at the end of last year.
Peking University Founder Group Corp. owns a third of Hong Kong-
listed Founder.
=================
I N D O N E S I A
=================
INDOCEMENT TUNGGAL: Flat After Release of First-half Results
------------------------------------------------------------
PT Indocement Tunggal Prakarsa was flat at 1,000 rupiah on
volume of 310,000 shares after it reported that net profit in
the first half rose to 878.9 billion rupiah, reversing the year-
earlier loss of 869.2 billion, due to a 1.05 trillion forex gain
on its dollar denominated debts.
"The sales figure of 1.8 trln rupiah was slightly below my
expectation, but the net profit is in line due to the forex
gain," Samuel Securities analyst Denny Lesmana said.
TCR-AP reported in May that Indocement plans to sell off its
non-core assets to raise funds to buy back debts. Indocement
President Daniel Lavelle said it would sell a 33.98 percent
stake in PT Wisma Nusantara International, which operates an
office building in Jakarta and a 35 percent stake in PT
Indominco Mandiri.
=========
J A P A N
=========
HITACHI ZOSEN: Moody's Downgrades Rating to Ba3, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has downgraded Hitachi Zosen
Corporation's senior unsecured long-term debt ratings to Ba3
from Ba1. The rating outlook is stable.
The downgrade reflects Moody's expectation that the company's
ability to restore its profitability and improve its credit
profile over the immediate term will be constrained. Moody's
believes this will be due to continued weak economic conditions
in the domestic market together with further pressure on margins
in Hitachi Zosen's core businesses, such as the environmental
plant sector and public works projects. The rating action
concludes a review initiated on May 7, 2002.
As one of Japan's leading comprehensive heavy manufacturing
companies, Hitachi Zosen builds various social and industrial
infrastructure projects, such as environmental systems,
industrial plants, steel structures, shipbuilding and various
machinery, such as construction equipment. Within this product
line, the environmental plant and shipbuilding businesses
account for most of Hitachi Zosen's consolidated sales.
The company is a leader in the environmental plant market, and
this segment generates rather stable operating earnings. Hitachi
Zosen also demonstrates strong cost competitiveness in
shipbuilding as a result of aggressive cost reduction measures
undertaken in the past few years. Nevertheless, in the face of
competition from South Korean and Chinese shipyards, Hitachi
Zosen announced that it will spin off the shipbuilding operation
to form a 50-50 joint venture with NKK Corp. in October 2002.
After the spin-off, the environmental business will become the
company's core operation.
Due to the domestic economy's dismal outlook, the Japanese
government has been successively cutting back its budget for
public works projects. Excluding the shipbuilding operation,
more than half of the company's sales are derived from public
sector-related investments. Therefore, continuous reductions in
public works projects will adversely affect Hitachi Zosen's
earnings and cash flow.
Moody's recognizes the company's strong position in the waste
incinerator market and that there is growth potential in the
demand for environmental plants, such as next-generation waste
incinerators and recycling plants. Hitachi Zosen is also
strengthening its maintenance services to offset the decline in
margins. Nevertheless, Moody's expects that tighter spending in
Japan's public sector will continue to squeeze margins on public
works projects, making it difficult for Hitachi Zosen to improve
its profitability.
Hitachi Zosen's high financial leverage has also been the major
weak element in its credit fundamentals. Moody's believes that
expected continued weak earnings will restrict future
improvements in the company's capital structure.
Hitachi Zosen Corporation, headquartered in Osaka, Japan is one
of the leading comprehensive heavy machinery companies in Japan.
According to Wrights Investor's Service, at the end of 2002,
Hitachi Zosen had negative working capital, as current
liabilities were 405.20 billion yen while total current assets
were only 380.70 billion yen.
ISHIKAWAJIMA-HARIMA: Moody's Cuts L-T Rating to Baa3
----------------------------------------------------
Moody's Investors Service downgraded Thursday Ishikawajima-
Harima Heavy Industries Co. Ltd.'s (IHI) senior unsecured debt
ratings to Baa3 from Baa2. The rating outlook is stable.
The rating action incorporates Moody's view that IHI's financial
profile will remain weak over the intermediate term. The rating
action concludes a review initiated on May 8, 2002.
IHI's profitability has been under pressure due to a fall in
demand from domestic public sector projects and the depressed
level of private sector capital investments in the domestic
market. It has relatively high exposures to the domestic market,
and given the potential for a further deterioration in the
business climate, may face additional margin pressures over the
intermediate term. To counter these problems, the Company
implemented structural reforms, including the restructure of its
unprofitable businesses.
Moody's expects that such measures, together with its strategy
of focusing on those potential growth areas where IHI has a
competitive advantage, will help to improve the company's cost
structure and earnings stability going forward, but not to the
extent of the historical level. IHI's financial condition is
expected to remain weak over the intermediate term. However,
given the current management focus on debt reduction, Moody's
expects the overall financial profile to gradually improve.
The company has significant unrealized values in land holdings
and Moody's believes that effective use of such hidden assets
(for example, through realizing the gains and subsequently using
them to pay down debt, as IHI management has suggested) will
positively impact its balance sheet.
IHI manufactures a wide range of products, including industrial
machinery, shipbuilding and aircraft engines.
KAWASAKI HEAVY: Moody's Downgrades L-T Rating to Baa3
-----------------------------------------------------
Moody's Investors Service has downgraded Kawasaki Heavy
Industries Ltd.'s (KHI) long-term debt ratings to Baa3 from
Baa2. The rating outlook is stable.
The rating action incorporates Moody's view that KHI's financial
profile will remain weak over the intermediate term. The rating
action concludes a review initiated on May 8, 2002.
Among its various businesses, the aerospace and consumer product
segments (namely, motorcycles) account for a large portion of
KHI's overall profits. Furthermore, stability of earnings from
these segments had previously compensated for the earnings
volatility of other businesses.
Nevertheless, KHI's earnings have been facing downward pressure
due to the recent depressed operating performance of its
motorcycle business and the ongoing decline in earnings from
domestic public-sector projects. Moody's is especially concerned
about the recovery of KHI's motorcycle business, given the
severe competitive environment.
To counter these problems, KHI has implemented structural
reforms, including the restructure of its unprofitable
businesses. Moody's expects that such measures, combined with
KHI's recent strategy of further emphasizing the areas in which
it is competitive, will help improve the company's cost
structure and earnings stability, but not to the extent of the
historical level.
KHI's balance sheet is weak for its rating category, and the
rating has been supported by the company's well-balanced
business portfolio. Moody's expects that KHI's financial
condition will remain weak over the intermediate term. However,
given the current management focus on debt reduction, Moody's
believes that KHI's overall financial profile will gradually
improve.
KHI manufactures a wide range of products, including rolling
stock, motorcycles, aircraft, machinery, industrial plants,
environmental products and shipbuilding.
MITSUBISHI HEAVY: Moody's Downgrades L-T Rating to Baa1
-------------------------------------------------------
Moody's Investors Service downgraded Thursday Mitsubishi Heavy
Industries, Ltd.'s (MHI) long-term debt ratings to Baa1 from A2.
The rating outlook is stable.
The downgrade reflects Moody's expectation that ongoing weak
economic conditions in the domestic market and a severe
competitive environment overseas may pressure MHI's earnings and
cash flow over the intermediate term. The rating action
concludes a review initiated on May 7, 2002.
Supported by strong technological expertise, MHI has enjoyed, on
a global basis, a leading position in many of its product
segments. In particular, the company's leading position in the
Japanese electric power generation systems market (its key
products in this sector include boilers, turbines, and nuclear
power equipment) was previously a major source of income,
compensating for volatile earnings in other areas. In addition,
MHI's aerospace division historically generates stable profits
and margins (due to about 70 percent of its business being
related to the Defense Sector). We expect the performance of the
aerospace division to remain solid.
Moody's believes that MHI's overall earnings are likely to face
downward pressure and higher volatility. Moody's recognizes MHI
derives stable earnings from its maintenance business, and its
strategy to increase the weighting of its maintenance service
both in Japan and overseas will help to mitigate a decline in
earnings. However, this will not be strong enough to sustain
profitability in this segment. The MHI domestic business that is
focused on public sector projects has also been pressured by
falling demand, and this trend is forecast to continue for the
intermediate term.
To offset the decline in domestic market demand, MHI has been
aggressively diversifying overseas. Moody's believes that MHI is
capable of competing with foreign rivals abroad, given its
superior technology, and its broad experience and track record
in the infrastructure business. Nevertheless, Moody's expects
that severe price competition in the overseas market will
negatively impact the company's operating margins going forward.
Furthermore, in line with a rise in its exposures overseas,
MHI's vulnerability to foreign exchange fluctuations will
increase.
MHI is currently carrying out various structural reforms,
including the restructure of unprofitable operations such as its
machine tools and air conditioning businesses. While such
measures may help improve the company's cost structure and
earnings going forward, Moody's is concerned that an
increasingly harsh operating environment may not allow MHI to
significantly improve its credit profile to those previous
levels that support a single A rating. Meanwhile, Moody's also
recognizes MHI's relatively conservative financial policy, and
expects that it will be able to maintain a reasonable degree of
financial flexibility over the intermediate term.
Mitsubishi Heavy Industries, Ltd. is one of the world's leading
comprehensive heavy machinery companies.
NIPPON TELEGRAPH: Offering Y80B 10-Year Bonds
---------------------------------------------
Nippon Telegraph & Telephone Corp. offers 80 billion yen of 10-
year bonds with these terms:
Amount: Y80 Billion
Maturity: Sept. 20, 2012
Coupon: 1.26%
Issue Price: 99.98
Yield: 1.262% (No.241 JGBs plus 8 basis points)
Payment Date: Sept. 11, 2002
Fees: 0.325% (total)
0.10% (mgmt & underwriting)
0.225% (selling)
Debt Ratings: Aa2 (Moody's)
AA- (S&P)
Denominations: Y100 Million
Chief Commission Bank: Mizuho Corporate Bank
Interest is payable semiannually.
According to Dow Jones, Nomura is jointly managing the bonds
with Merrill Lynch.
NTT DOCOMO: Unveils Phone Scam Countermeasures
----------------------------------------------
NTT DoCoMo, Inc. and its eight regional subsidiaries recently
announced new procedures to combat the problem of companies
calling mobile phones and then hanging up after one ring in a
scam to solicit business.
Under the scam, known in Japanese as "wangiri," a computer dials
a phone number and then hang ups automatically after one ring,
thus leaving the number stored in the receiving party's mobile
phone. If the phone's user sees the call listed in their
incoming call log and unwittingly returns the call, they are
connected to a sales tape soliciting business. Some companies
use the scam to call thousands of numbers selected at random,
creating a growing nuisance for DoCoMo customers.
DoCoMo and its regional companies have already advised customers
not to return calls from unknown numbers. Nevertheless,
customers are being bombarded with unwanted calls, necessitating
the introduction of the special new countermeasures.
1) DoCoMo will offer a new ringing tone that remains silent
during the first ring of an incoming call, which effectively
means that the customer's phone will not ring in the case of an
incoming "wangiri" call. The tone will be offered for compatible
mobile phones (excluding the 501i series and the NM502i handset)
and can be downloaded (transmission charge applies) via i-mode
phones by accessing the i-menu or www.nttdocomo.co.jp/imode/.
The download will be available sometime in September.
2) As another option, customers will be encouraged to use the
"step-tone" feature available in most DoCoMo phones. With "step-
tone," the phone remains silent during the first ring, then
gradually raises the ringing volume with subsequent rings.
DoCoMo will publicize the advantage of using this feature
through its website and in monthly bills mailed to customers
from September.
3) DoCoMo will begin equipping phones with a feature that
informs the customer of how long each incoming call rings,
thereby helping the customer to determine if an incoming call
(1-2 seconds) from an unknown phone number might be a "wangiri"
call. Phones equipped with the new feature will be marketed from
this fall.
4) Customers will also be able to block "wangiri" calls by using
their mobile phones to register up to 19 offending telephone
numbers on a dedicated network of DoCoMo. If subsequent calls
are placed from the registered number to the customer, the
network will intercept the call and play a tape informing the
caller that the receiving party will not accept the call. The
service will start in late October and will be available for all
DoCoMo phones.
i-mode and FOMA are trademarks or registered trademarks of NTT
DoCoMo, Inc. in Japan and other countries.
NTT DoCoMo - www.nttdocomo.com - is a unit of Nippon Telegraph
and Telephone Company. The company provides a wide variety of
leading-edge mobile multimedia services.
SUMITOMO METAL: JCR Downgrades Rating to BBB and J-2
----------------------------------------------------
Japan Credit Rating Agency has downgraded the long-term debt
rating and CP program of Sumitomo Metal Industries Ltd. from A-
and J-1 to BBB and J-2, respectively.
Sumitomo Metal Industries, Japan's 4th ranked steel maker in
crude steel production, has lowered the earnings power of the
mainstay operation due to price competition of steel sheets as
well as suffered from poor external environment of silicon and
pipe businesses. Additionally, the company has incurred loss
temporarily derived from implementation of the measures to
improve the earnings.
As a result, it recorded a net loss of 104.7 billion yen for
fiscal 2001 through March 31, 2002. The loss impaired the
owners' equity. The financial structure is poor relative to that
of peers. Given the deterioration in the operating results for
fiscal 2001, JCR downgraded the long-term rating for the company
from A- to BBB.
It is likely, however, that the profitability will improve
steadily in the future, supported by a series of restructuring
measures including alliance with Nippon Steel in addition to the
expected recovery of pipe and silicon operations. The company's
forecasted increase of pretax profit before extraordinary items
to 40 billion yen for fiscal 2002 is as good as the forecasts of
peers. In particular, demand for the high-grade seamless pipes,
in which Sumitomo Metal Industries has strength, has been
increasing sharply, reflecting rise in demand for natural gas
who's drilling is difficult.
The sharp increase in demand for these products was the primary
reason for the increase in the unconsolidated pretax profit
before extraordinary items for fiscal 2001 and 2002. The company
has announced in a quick manner the measures to improve the
unprofitable operations in the alliance with Nippon Steel. If
the suspension of the hot-rolled production facilities at
Wakayama Steel Works and then convergence on those at the
competitive Kashima Steel Works are realized, these measures
will increase the profitability sharply.
JCR will pay close attention to the future developments as to
whether the company can reduce the interest-bearing debt further
than the plan via drastic measures in addition to the measures
that have been already announced and can materialize the
improvement in the earnings power numerically.
=========
K O R E A
=========
DAEWOO SECURITIES: SK Securities Not Interested in Bid
------------------------------------------------------
SK Securities Co rejected market reports that it is interested
in taking over Daewoo Securities Co., AFX Asia reported
Thursday.
"We have not considered buying Daewoo Securities," the brokerage
said in a statement to the stock exchange.
Shares in Daewoo Securities closed up 280 at 6,920 on 4.4
million shares.
TCR-AP reported that the National Police Agency has informed
Daewoo Securities Co. that one of its brokers is being sought in
connection with a fraudulent 25.8 billion won trade involving 5
million Delta Information & Communication shares.
The broker, who was not identified, was based in the firm's
headquarters and handled retail clients.
The Company will decide on what action to take against the
broker after the investigation.
HYNIX SEMICONDUCTOR: KEB Mum on December Sale Plans Reports
-----------------------------------------------------------
Korea Exchange Bank (KEB) will not comment on reports that Hynix
Semiconductor Inc's creditors plan to sell the company's non-
memory operations before the December presidential elections and
that it has been proposed that the creditors write off up to
US$2.5 billion in debt, as had been reportedly recommended by
Deutsche Bank, financial adviser to Hynix.
"There are lots of reports about Hynix restructuring. Our
position is that we will make no comments on such reports," a
KEB spokesman said in a PRNewsAsia report.
The official said Deutsche Bank has yet to submit its final
version of Hynix's restructuring plans to the KEB.
"As far as I know, Deutsche Bank has yet to present a final
report," he said.
Earlier, a Chosun Ilbo Daily report cited a KEB internal
memorandum that creditors have decided to sell Hynix's non-
memory operations before the December presidential election.
(M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 172, August 30,
2002)
HYNIX SEMICONDUCTOR: Launches 256 Graphic Memory DDR SDRAM Chip
---------------------------------------------------------------
Hynix Semiconductor Co. launches the world's first 256 megabit
DDR SDRAM to be used as graphic memory chips for personal
computers (PCs), the Maeil Business Newspaper reports.
The chip will be used as a graphic memory chip for desktop PCs,
laptops and workstations.
"We've been receiving continuous demand from international
graphic chip set companies for the product, which offers a speed
of 350 mHz," a Hynix official said, adding it plans to release a
400 mHz product in the near future.
HYNIX SEMICONDUCTOR: Shares Up on Reports Lenders Speeding Sale
---------------------------------------------------------------
Shares of Hynix Semiconductor increased 5.8 percent on Thursday
after newspaper reports that creditors would push the Company's
sale through before a presidential election in December.
Steps to speed the sale of the chipmaker might include writing
off half its $5.1 billion in debt.
EBN Online reported that creditors favored selling non-core
assets of Hynix, an approach, which would mean saving its core
memory-chip business.
They were considering writing off up to half of Hynix's debt, it
said, citing comments by Farhad Tabrizi, a Hynix Vice President
based in the United States.
"Writing off half of its debt will not [really] help its solo
survival," said Lee Young-ho, a fund manager at Kyobo Investment
Trust Management who oversees 500 billion won.
KUNYOUNG CO.: Selects Cideco Consortium as Prime Bidder
-------------------------------------------------------
Kunyoung Co. has selected Cideco-Remaco Consoritum as the prime
bidder to acquire the bankrupt construction firm for 201 billion
won, the Maeil Business Newspaper reported Thursday.
The consortium includes two CRC firms-Cideco Co. and Remaco
Invest Co. and two other construction firms-Ohun Development Co.
and Sebo C&D.
The consortium will participate in 101 billion won of new rights
issue at Kyunyoung and pay up the remaining 100 billion won in
corporate bonds.
A memorandum of understanding (MOU) will be sealed within the
next 5 days, with an official deal to be inked at of next month.
The two CRC firms are eyeing investment gains, while the other
two builders are keen on managerial rights of the Company.
===============
M A L A Y S I A
===============
ABRAR CORPORATION: Finalizes Proposed Sales Offer
-------------------------------------------------
Further to the announcement dated 15 July 2002 in relation to
the Facilitation of Listing Agreement entered into between ACB,
Oilcorp Berhad and the vendors of Oil-Line and Ascentland, and
the Share Sale Agreements entered into between OilCorp and the
vendors of Oil-Line and Ascentland, Pumblic Merchant Bank Berhad
wishes to announce, on behalf of the Special Administrators of
Abrar Corporation Berhad, that the quantum and structure of the
Proposed Offer for Sale have been finalized, the details of
which are set out in the ensuing sections.
DETAILS OF THE PROPOSED OFFER FOR SALE
The Proposed Offer for Sale shall involve an offer for sale of
43,900,000 ordinary shares of RM1.00 each in OilCorp at an offer
price of RM1.10 by the creditors of ACB and the vendors of Oil-
Line to these parties:
- 1,800,000 OilCorp Shares to the shareholders of ACB;
- 7,580,000 OilCorp Shares to the Directors and employees of
OilCorp and its proposed subsidiary companies;
- 19,520,000 OilCorp Shares by way of private placement; and
- 15,000,000 OilCorp Shares to the Bumiputera investors to be
approved by Ministry of International Trade and Industry.
EFFECTS OF THE PROPOSED OFFER FOR SALE ON SUBSTANTIAL
SHAREHOLDING STRCUTURE
The proforma effects of the Proposed Offer for Sale on the
substantial shareholding structure of OilCorp are set out in
http://bankrupt.com/misc/abrar.pdf.
BESCORP INDUSTRIES: Construction Unit Disposes of Assets
--------------------------------------------------------
Bescorp Industries Berhad wishes to announce that its
subsidiary, Bescorp Construction Sdn. Bhd. (in liquidation)
(BCSB) has disposed off certain properties of BCSB pursuant to a
tender exercise conducted recently.
The tender exercise was carried out as part of the liquidators
administration of BCSB.
The details of the Disposal are set out in
http://bankrupt.com/misc/bescorp.pdf.
The disposal was carried out as part of the liquidation
administration of BCSB. The proceeds arising from the disposal
would be utilized to settle the creditors of BCSB.
FINANCIAL EFFECTS OF THE DISPOSAL
Earnings
The Disposal is not expected to have any material effect on the
earnings of the Company for the year ending 31 December, 2002.
Net Tangible Assets
The Disposal is not expected to have any material effect on the
Net tangible Assets of the Company.
Share Capital
The Disposal is not expected to have any effect on the share
capital of the Company.
Substantial Shareholders Shareholdings
The Disposal is not expected to have any effect on the
substantial shareholdings of the Company.
CHASE PERDANA: Responds to Debt Restructuring Scheme Queries
------------------------------------------------------------
On behalf of the Board of Directors of Chase Perdana Berhad
(CPB), Southern Investment Bank Berhad wishes to announce that
as at to date, the Company is currently responding to the
queries from the Securities Commission (SC) regarding the
proposed debt restructuring scheme.
In view of this, the SC has yet to give its decision in relation
to the proposal.
CPB had, on 26 August 2002, applied to the Kuala Lumpur Stock
Exchange (KLSE) for an extension of time for a further two
months to 29 October 2002 for the Company to obtain approvals
from the SC. The decision from the KLSE is still pending.
CHG INDUSTRIES: Announces Proposal Amendments
---------------------------------------------
Commerce International Merchant Bankers Berhad (CIMB), on behalf
of CHG Industries Berhad, would like to announce several
amendments and further clarifications to the proposals, which
include capital reduction, rights issue, debt restructuring and
capital increase.
The amendments are underlined:
(i) Under Section 1 of the announcement, the amendment is as
follows:
On 12 April 2002, CIMB had, on behalf of the Company, announced
that the Company has proposed to implement the following
proposals:
(ii) Under Section 3 of the announcement, the amendments are as
follows:
The Proposed CHG RSLS Issue
The Proposed CHG RSLS Issue involves CHG issuing up to
RM23,547,000 nominal value RSLS at an issue price of
approximately 81.97% of its nominal value, i.e. at a total issue
price of up to RM19,300,486, as settlement of up to RM19,300,486
of its outstanding bank borrowings.
(iii) Under Section 8 of the announcement, an additional
paragraph has been included as follows:
UNDERTAKINGS AND UNDERWRITING ARRANGEMENT
Mr. Francis Foo See Yuan, being a substantial shareholder of CHG
with shareholding of 7,490,664 Shares, representing 15.65% of
the issued and paid-up share capital of CHG as at 15 August
2002, will give his irrevocable undertaking to subscribe for his
entitlement of 15.65% of the Rights Shares that will be issued
pursuant to the Proposed Rights Issue.
Mr. Lum Weng Loy, being a shareholder of CHG with shareholding
of 2,354,000 Shares, representing 4.92% of the issued and paid-
up share capital of CHG as at 15 August 2002, will give his
irrevocable undertaking to subscribe for his entitlement of
4.92% of the Rights Shares that will be issued pursuant to the
Proposed Rights Issue.
CIMB and/or CHG will arrange for the remaining Rights Shares and
Rights Warrants under the Proposed Rights Issue to be fully
underwritten at an underwriting commission rate to be determined
a later date. The underwriting commission will be fully borne by
the Company.
In the event that underwriter(s) are secured to underwrite more
than the remaining Rights Shares and Rights Warrants (i.e.,
including part or all of the entitlements of Mr. Francis Foo See
Yuan and Mr. Lum Weng Loy), then Mr. Francis Foo See Yuan and
Mr. Lum Weng Loy would only have to undertake to subscribe for
the balance of their respective entitlements, if any, which are
not being underwritten by the underwriter(s).
Mr. Francis Foo See Yuan and Mr. Lum Weng Loy will also give
their irrevocable undertakings to exercise at least 187,497
Rights Warrants immediately upon their listing to enable the
Company to meet the minimum issued and paid-up share capital of
RM60.0 million required for listing on the Main Board of the
official list of the KLSE.
DATAPREP HOLDINGS: SC Approves Time Extension Application
---------------------------------------------------------
Further to our announcement dated 21 August 2002, AmMerchant
Bank Berhad (formerly known as Arab-Malaysian Merchant Bank
Berhad), on behalf of Dataprep Holdings Bhd, said Thursday that
the Securities Commission has on 28 August 2002 approved the
Company's application for an extension of time for a period of
up to 7 December 2002 to complete the implementation of the
Company's restructuring scheme and employee share option scheme.
MALAYSIAN GENERAL: Structuring Terms of Rehab Scheme
----------------------------------------------------
On 7 June 2002, AmMerchant Bank Berhad {formerly known as Arab-
Malaysian Merchant Bank Berhad}, on behalf of the Company,
announced that MGIC has entered into a memorandum of
understanding with the vendor of the Sumatec Corporation Sdn Bhd
group of companies, Tekad Mulia Sdn Bhd and the vendors of the
Isuta International Sdn Bhd group of companies, Ang Chew Lim and
Chua Kiat Eng (referred to as Vendors) with a view to jointly
structure the terms of the Company's new proposed restructuring
scheme in a manner which shall be beneficial to both parties.
Subsequently, on 16 July 2002, AmMerchant Bank, on behalf of the
Company, announced that the Company, the Vendors and Sumatec
Resources Berhad (SRB) have entered into an agreement setting
out the details of the Company's new restructuring scheme and
also the undertakings and obligations of the parties thereto
(Master Agreement), for the purposes of, inter-alia, giving
effect to and implementing the Company's new restructuring
scheme which involves amongst others the following:
(a) proposed exchange of all the existing Shares in MGIC with
new Shares in SRB on the basis of one (1) new Share in SRB for
every five (5) existing Shares held in MGIC;
(b) proposed debt settlement exercise between MGIC, MGICC, MHR
and their respective creditors, save for the trade creditors,
involving the issuance of new Shares in SRB to the Creditors as
full and final settlement of the outstanding debts due from the
Scheme Companies to the Creditors; and
(c) proposed acquisitions of the entire issued and paid-up share
capital of Sumatec comprising 10,000,000 Shares and the entire
issued and paid-up share capital of Isuta comprising 3,000,000
Shares for a total purchase consideration of RM145,000,000 to be
satisfied by the issuance of new Shares in SRB (Proposed
Acquisitions)
Further to that announcement, on behalf of the Company,
AmMerchant Bank would like to announce that on 29 August 2002,
SRB and the Vendors have entered into supplemental share sale
agreements to the conditional share sale agreements for the
Proposed Acquisitions to revise the purchase consideration for
the Proposed Acquisitions as follows:
(i) the purchase consideration for the proposed acquisition of
the entire issued and paid-up share capital of Sumatec was
revised downwards from RM100,000,000 to RM95,000,000; and
(ii) the purchase consideration for the proposed acquisition of
the entire issued and paid-up share capital of Isuta was revised
upwards from RM45,000,000 to RM46,000,000.
The Company is currently in the midst of finalizing its
application on the Proposed Restructuring Scheme and the
application submission to the relevant authorities is expected
by 30 August 2002.
MALAYSIAN RESOURCES: KLSSB Unit Sells Office for RM3.4M
-------------------------------------------------------
The Board of Directors of Malaysian Resources Corporation Berhad
(MRCB) wishes to announce that Kuala Lumpur Sentral Sdn Bhd
(KLSSB), a 64.38% owned subsidiary of the Company has on
Thursday entered into a Sale and Purchase Agreement (SPA) with
AMI Insurans Berhad (AMI) for the sale of an office unit located
at CS/3A/10, Level 10, Block 3A, Plaza Sentral, Kuala Lumpur
Sentral with a total area of 8,060 square feet for a
consideration of RM3,417,440.00.
The Property is located at CS/3A/10, Level 10, Block 3A, Plaza
Sentral, Kuala Lumpur Sentral with a total area of 8,060 square
feet.
The sale consideration of RM3,417,440.00 was based on the
current developer's selling price. 10% of the sale consideration
was paid and the balance of the consideration is payable within
3 months from the date of the SPA.
KLSSB was incorporated on 7 November 1994 under the name of
Freshway Properties Sdn Bhd. It has changed to its current name
on 20 September 1995. The authorized and paid-up capital of
KLSSB is RM50,000,001 respectively, comprising 50,000,000
ordinary shares of RM1.00 each and one special right redeemable
preference share of RM1.00 each.
MRCB owns 64.38% of the equity interest in KLSSB. Keretapi Tanah
Melayu Berhad and Pembinaan Redzai Sdn Bhd hold 26% and 9.26%
respectively.
The principal activity of KLSSB is property development.
Therefore, the sale of the property by KLSSB is in the ordinary
course of business of KLSSB.
AMI was incorporated on 11 June 1980 under the name of The
American Malaysian Insurance Sendirian Berhad. On 25 November
1994, AMI was converted to a public company and assumed the same
name until it changed to the present name on 11 June 1999.
The authorize capital of AMI is RM200,000,000 comprising of
200,000,000 ordinary shares of RM1.00 each of which
RM110,000,000 has been issued and fully paid-up.
The principal activity of AMI is general insurance.
The sale of the property by KLSSB is part of the ordinary course
of business of KLSSB.
Approval from the Bank Negara Malaysia for AMI to purchase the
said property has been obtained on 21 June 2002.
MRCB is a substantial shareholder of KLSSB and NSTP, which in
turn is a substantial shareholder of AMI.
Encik Shahril Ridza Ridzuan is the Director of MRCB, KLSSB and
NSTP. Y.Bhg. Datuk Zahari Omar is the Director of MRCB, KLSSB
and AMI whilst Y.Bhg. Dato' Ahmad Ibnihajar is the Director of
MRCB and AMI.
Save as disclosed above, none of the Directors nor persons
connected with the Directors of MRCB and substantial
shareholders of MRCB has any interest, direct or indirect in the
transaction.
MALAYSIAN RESOURCES: Zelleco Unit Sells 70% Stake for RM1
----------------------------------------------------------
The Board of Directors of Malaysian Resources Corporation Berhad
(MRCB) said Thursday that its 70 percent subsidiary, Zelleco (M)
Sdn Bhd (ZMSB) has entered into a conditional Sale and Purchase
of Share Agreement with Sasaran Bahagia Sdn Bhd (SBSB) for the
disposal of ZMSB's 70 percent stake in Zelleco Engineering Sdn
Bhd (ZESB).
The Proposed Disposal involves the sale of 11,983,300 ordinary
shares of RM1.00 each representing 70 percent of the enlarged
issued and paid up capital of ZESB for a nominal consideration
of RM1 only (Sale Share Consideration). The Sale Share
Consideration is arrived at on a willing buyer-willing seller
basis taking into account the unaudited net tangible assets of
ZESB of negative RM9.42 million as at 31 March 2002.
As part of the Proposed Disposal, ZESB will undertake to pay
RM10.5 million in debt payable to Malaysian Resources
Corporation Berhad over a three year period.
The Proposed Disposal is conditional upon the approvals of:
1. The Foreign Investment Committee (the FIC) and the Ministry
of Trade and Industry;
2. Shareholders of ZESB and SBSB;
3. The relevant board of directors;
4. ZESB's lenders.
5. Any other approval deemed necessary from any other relevant
authorities.
MYCOM BERHAD: Seeks Extension to Implement Restructuring Scheme
---------------------------------------------------------------
The Board of Directors of Mycom Berhad wishes to inform that
Alliance Merchant Bank Berhad has, on behalf of the Company,
made an application to the Securities Commission (SC) for an
extension of time of 12 months from 8 September 2002 up to 7
September 2003 to implement the Proposed Restructuring Scheme.
The proposed extension is necessary in view of the complexity
and time required to complete the said Scheme.
The application is made pursuant to Chapter 25 of the Policies
and Guidelines on Issue/Offer of Securities of the SC.
In May 2000, the Company and certain of its subsidiaries entered
into a restructuring agreement with its financial institutions
to undertake a proposed debt and corporate restructuring scheme.
As per the proposals, Mycom will focus on property development
and construction activities post-restructuring, with the
acquisition of property development and construction
subsidiaries from Olympia and joint development with Olympia of
the Kenny Heights project located at the Mont Kiara/Sri Hartamas
vicinity which it proposes to co-own with Olympia. The
acquisitions will not only contribute immediate earnings to
Mycom, but will also inject a sizeable land bank in various
parts of Malaysia into the Group, turning it into a major
property developer in the country.
Repayment of restructured borrowings will be financed by
operating cash flow as well as disposal of oil palm plantation
and other non-core investments. The Company has, in November
2000 and January 2001, received approvals from FIC and MITI
respectively.
NALURI BERHAD: Undertaking Bonus Issue
--------------------------------------
On 12 March 2002, Alliance Merchant Bank Berhad, on behalf of
Naluri Berhad, announced that Naluri is offering a:
(i) proposed bonus issue of up to 828,594,632 new Naluri
ordinary shares of RM1.00 each (Naluri Share) on the basis of
one (1) new Naluri Share for each existing Naluri Share held;
(ii) proposed cancellation of up to RM1,373,834,555 from the
share premium account in the books of the Company to reduce the
accumulated losses of RM545,239,555 and to distribute the
capital of RM0.50 for every one (1) existing Naluri Share held
after the proposed bonus issue (as set out in iii below); and
(iii) proposed return of capital of up to RM828,594,632 to
Naluri shareholders on a date to be determined later.
On 16 April 2002, Alliance, on behalf of Naluri announced the
adjustments to the outstanding warrants of Naluri as a result of
the abovementioned proposals.
On 9 May 2002, Alliance on behalf of Naluri announced that the
Board of Naluri had decided to withhold the submission on the
abovementioned proposals to the Securities Commission (SC)
pending the outcome of the tender of the controlling block
representing 309,648,000 Naluri Shares or approximately 44.84%
of Naluri's total issued and paid-up capital by Pengurusan
Danaharta Nasional Berhad.
On behalf of Naluri, Alliance wishes to announce that the Board
of Directors of Naluri has decided to proceed with the
abovementioned proposals as follows:
(i) Proposed bonus issue of 690,516,320 new Naluri Shares on the
basis of one (1) new Naluri Share for each existing Naluri Share
(Proposed Bonus Issue); and
(ii) Proposed capital repayment to shareholders of RM690,516,320
on the basis of RM0.50 for each Naluri Share held after the
Proposed Bonus Issue (Proposed Capital Repayment).
The Company however, will not be proceeding with the
cancellation of RM545,239,923 from its share premium account for
the purposes of reducing its accumulated losses.
The issued and paid-up capital of Naluri as at 31 July 2002 was
RM690,516,320 comprising 690,516,320 Naluri Shares. The Board of
Directors of Naluri wish to highlight that in the event that the
138,078,312 outstanding warrants are fully exercised at an
exercise price of RM4.50 per Naluri Share (Warrants), the issued
and paid-up share capital of Naluri will increase to 828,594,632
Naluri Shares. Consequently, the Proposed Bonus Issue and the
Proposed Capital Repayment will total 828,594,632 Naluri Shares
and RM828,594,632, respectively.
The Board of Directors of Naluri also proposes to seek
shareholders' mandate to undertake a share buy-back of up to ten
per cent (10%) of the issued and paid-up share capital of Naluri
(Proposed Share Buy-Back).
THE PROPOSED SHARE BUY-BACK
Naluri proposes to undertake a share buy-back of up to
RM69,051,632 representing ten per cent (10%) of the existing
issued and paid-up capital of the Company or RM82,859,463 if all
the Warrants are exercised prior to the Proposed Share Buy-Back.
Salient Features of the Proposed Share Buy-Back
(i) Funding
As at 31 July 2001, Naluri's share premium account based on its
unaudited accounts stands at RM1,265,591,471. As such, Naluri
shall allocate an amount not exceeding RM1,265,591,471 for the
Proposed Share Buy-Back. The Company will finance the Proposed
Share Buy-Back from internally generated funds of the Naluri
Group.
The actual number of Naluri Shares to be purchased, the total
amount of funds involved for each purchase and timing of the
purchase(s) will depend on inter-alia, the market conditions and
sentiments of the stock market as well as the availability of
financial resources of the Naluri Group at the time of the
purchase(s).
The Proposed Share Buy-Back will reduce the cash of the Naluri
Group by an amount dependent on the purchase price of Naluri
Shares and the actual number of Naluri Shares bought back.
(ii) Treatment of Shares Purchased by Naluri
The Company may either retain the Naluri Shares purchased as
treasury shares or cancel the said Naluri Shares or retain part
of the Naluri Shares so purchased as treasury shares and cancel
the remainder. In the event the Company retains the purchased
Naluri Shares as treasury shares, the said Naluri Shares may
either be distributed as dividends, resold on the Kuala Lumpur
Stock Exchange (KLSE), subsequently cancelled or any combination
of the three.
(iii) Ranking
While the purchased Naluri Shares are held as treasury shares,
Section 67A of the Companies Act, 1965 states that the rights
attached to them as to voting, dividends and participation in
other distributions or otherwise are suspended and the treasury
shares shall not be taken into account in calculating the number
or percentage of Naluri Shares or of a class of Naluri Shares
for any purposes including substantial shareholding, takeovers,
notices, the requisitioning of meetings, the quorum for a
meeting and the result of a vote on a resolution at a meeting.
(iv) Regulatory Requirements
Based on the current requirements of the KLSE, the Proposed
Share Buy-Back is subject to, inter-alia, the following:
(a) the public shareholding spread of twenty five per cent (25%)
of the issued and paid-up share capital of the Company is to be
maintained at all time.
(b) the purchase price of the Naluri Shares cannot be more than
fifteen per cent (15%) above the weighted average market price
for the Naluri Shares for the five (5) market days immediately
preceding the date of purchase;
(c) if the treasury shares are subsequently resold on the KLSE,
the selling price of the said shares cannot be less than the
weighted average market price of the Naluri Shares for the five
(5) market days immediately preceding the date of resale;
(d) the maximum funds to be utilized for the purchase of the
Naluri Shares cannot exceed the level of distributable reserves
and share premium reserves of the Company.
(e) the Proposed Share Buy-Back should not result in the issued
and paid-up share capital of Naluri falling below the prescribed
minimum of RM60 million for a company listed on the Main Board
of the KLSE; and
(f) the Proposed Share Buy-Back shall only be effected on the
market of the KLSE via its Automated Trading System and shall
exclude any direct business transactions as defined in
accordance with the rules of the KLSE. Consequently, the
Proposed Share Buy-Back shall be transacted through a
stockbroker to be appointed at a later date.
Implication of the Malaysian Code on Take-overs and Mergers,
1998 (Code)
Based on the issued and paid-up capital of Naluri as at 31 July
2002, should the Company acquire the full amount of 69,051,632
Naluri Shares representing 10% of the issued and paid-up capital
(assuming none of the Warrants are exercised), and all the
shares so acquired are cancelled, the direct and indirect equity
interests of Tan Sri Dato' Tajudin Ramli in Naluri would
increase by approximately 5.27% from 47.41% to 52.68%.
If the Proposed Share Buy-Back results in the equity interest of
Tan Sri Dato' Tajudin Ramli in Naluri increasing in any period
of six (6) months by more than 2%, Tan Sri Dato' Tajudin Ramli
would be obliged to undertake a mandatory offer for the
remaining Naluri Shares not held by Tan Sri Dato' Tajudin Ramli
pursuant to Part II of the Code.
However, a waiver to undertake a mandatory offer may be granted
by the SC under Practice Note 2.9.10 of the Code, subject to Tan
Sri Dato' Tajudin Ramli complying with certain conditions, if
the increase in shareholding of Tan Sri Dato' Tajudin Ramli in
Naluri is inadvertent and a mandatory offer obligation is
triggered as a result of any action outside his direct
participation. Tan Sri Dato' Tajudin Ramli intends to apply for
the proposed exemption under Practice Note 2.9.10 if the
obligation is expected to be triggered as a result of the
Proposed Share Buy-Back.
Conditions
The Proposed Share Buy-back is not conditional on the Proposed
Bonus Issue or the Proposed Capital Repayment and vice-versa.
RATIONALE FOR THE PROPOSED SHARE BUY-BACK
The Proposed Share Buy-Back will enable Naluri to utilize its
surplus financial resources, which are not immediately required,
to purchase its own shares in order to reduce the liquidity of
the Naluri Shares in the stock market. It is expected to enhance
value for the shareholders due to the resultant reduction in the
number of Naluri Shares in the market.
In addition, the purchased shares may be held as treasury shares
and resold on the KLSE with the intention of realizing a
potential gain without affecting the total issued and paid-up
share capital of the Company. Should any treasury shares be
distributed as share dividends, this would serve to reward the
shareholders of the Company.
Notwithstanding that, it may increase the earnings per share
when the purchased shares are cancelled, thereby making the
Naluri Shares more attractive to investors.
EFFECTS
Share capital
The effect of the Proposed Share Buy-Back on the issued and
paid-up share capital of Naluri assuming that Naluri purchases
69,051,632 Naluri Shares and all the shares so acquired are
cancelled, is set out in http://bankrupt.com/misc/naluri.pdf.
Net Tangible Assets (NTA)
The effect of the Proposed Share Buy-Back on the NTA per share
of Naluri is dependent on the purchase price(s) of the Naluri
Shares. If the purchase price is less than the audited NTA per
share of the Group at the time of purchase, the NTA per share
will increase. Conversely, if the purchase price exceeds the
audited NTA per share of the Group at the time of purchase, the
NTA per share will decrease.
Earnings
The effect of the Proposed Share Buy-Back on the earnings of the
Naluri Group would depend on the purchase price(s) and the
number of shares purchased. The effective reduction in the
issued and paid-up capital of the Company pursuant to the
Proposed Share Buy-Back may generally, all else being equal,
have a positive impact on the consolidated earnings per share of
the Company.
APPROVALS
The Proposed Share Buy-Back is subject to the approval of the
shareholders of Naluri at an extraordinary general meeting (EGM)
to be convened.
DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors and substantial shareholders nor persons
connected with them are interested in the Proposed Share Buy-
Back.
DIRECTORS' STATEMENT
The Directors are of the opinion that the Proposed Share Buy-
Back are in the best interest of the Company and its
shareholders.
ADVISER
Alliance has been appointed as the Adviser to the Company for
the Proposed Share Buy-Back.
OLYMPIA INDUSTRIES: Seeks Time Extension
----------------------------------------
The Board of Directors of Olympia Industries Berhad said
Thursday that Alliance Merchant Bank Berhad has, on behalf of
the Company, made an application to the Securities Commission
(SC) for an extension of 12 months from 8 September 2002 up to 7
September 2003 to implement the Proposed Restructuring Scheme.
The proposed extension is necessary in view of the complexity
and time required to complete the said Scheme.
The application is made pursuant to Chapter 25 of the Policies
and Guidelines on Issue/Offer of Securities of the SC.
TCR-AP reported earlier that Olympia Industries registered a
slightly higher pre-tax loss of RM151.94 million in the
financial year ended June 30, 2002 compared with a pre-tax loss
of RM147.65 million last year.
Olympia Industries posted a lower pre-tax loss of RM74.07
million for the fourth quarter ended June 30, 2002, against a
pre-tax loss of RM79.18 million in the same quarter last year.
The Company's revenue was RM56.5 million compared with RM46.3
million previously.
PARIT PERAK: Defaults on Loans, Administrators Appointed
--------------------------------------------------------
Parit Perak Holdings Berhad (PPHB) announced that on the 30
August 2002, Patrick Chew Kok Bin, Alvin Tee Guan Pian and
Zulkharnain Bin A. Rahim of Messrs Anuarul Azizan Chew & Co., of
No.18, Jalan 1/64, Off Jalan Kolam Air/Jalan Ipoh, 51200 Kuala
Lumpur were appointed as Special Administrators of PPHB under
Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998.
The Company is in default of its loans obligations. The
appointment of Special Administrators under this circumstance is
provided under the Pengurusan Danaharta Nasional Berhad Act
1998. Danaharta's Oversight Committee, a three-member committee
with one representative each from the Ministry of Finance,
Securities Commission and Bank Negara Malaysia, has approved the
appointment.
The term of reference of the Special Administrators is to take
possession of the Company, manage the business and operations of
the Company, assess the business viability of the Company and
prepare a workout proposal, as soon as practicable, taking into
consideration the interests of the secured and unsecured
creditors and also the shareholders.
As such, the Special Administrators will on their appointment
assume control of the assets and affairs of the Company. The
powers of the management and the Board of PPHB are effectively
suspended and only the Special Administrators can deal with
assets of the Company.
In order to preserve the assets of PPHB until we are able to
complete our task as Special Administrators, a 12-month
moratorium will take effect from the date of our appointment.
During the period, no creditor may take action against the
Company.
In the meantime, the business operation is expected to continue
to operate as usual under the supervision of the Special
Administrators. In addition, there is expected to be no impact
on the net tangible assets and earnings per share of the Group
nor will there be any expected material or significant loss
arising from the appointment of the Special Administrators.
PENAS CORPORATION: Enters Definitive Agreement With Vintage
-----------------------------------------------------------
Further to our announcement dated 27 June 2002, AmMerchant Bank
Berhad (formerly Arab-Malaysian Merchant Bank Berhad)
(AmMerchant Bank) on behalf of the Board of Directors of Penas
Corporation Berhad, wishes to announce that the Company had on
28 August 2002, entered into a Definitive Agreement with VVB and
Dato' Robert Lim Sin Khong, Datuk Sari bin Suhut, Ong Thuan
Ming, Ong Guan Hooi and Cheah Suan Lee (collectively Vendors of
Vintage Group) to effect the Proposals, which includes the
following:
1) Proposed composite scheme of arrangement and compromise
repayment to Pencorp's Creditors and members pursuant to Section
175 of the Companies Act 1965;
(2) Proposed acquisitions of Vintage Tiles Industries Sdn Bhd
(VTI) and Vintage Tiles Holdings Sdn Bhd (VTH) (collectively
Vintage Group) by VTI Vintage Berhad (VVB) (proposed acquisition
of Vintage Group);
(3) Proposed exemption for the vendors of Vintage Group and
parties acting in concert to undertake a mandatory general offer
to acquire the remaining shares in VVB not owned by them
(proposed exemption);
(4) Proposed Disposal of Pencorp;
(5) Proposed public issue and proposed offer for sale;
(6) Proposed placement of ICULS; and
(7) Proposed transfer of listing status of Pencorp to VVB.
DETAILS OF THE PROPOSED SCHEME
Proposed Capital Reduction And Consolidation
It is proposed that the existing issued and paid-up share
capital of Pencorp of RM59,999,997 comprising 59,999,997
ordinary shares of RM1.00 each (Shares) be reduced to
RM1,500,000 comprising 59,999,997 ordinary shares of 2.5 sen
each representing a capital reduction of approximately 97.5 sen
for each Share in Pencorp. Thereafter, the 59,999,997 ordinary
shares of 2.5 sen each will be consolidated into 1,500,000
ordinary shares of RM1.00 each (Consolidated Shares) on the
basis of one (1) Consolidated Share for 40 ordinary shares of
2.5 sen each.
The effects of the Proposed Capital Reduction and Consolidation
of Pencorp's share capital are as shown in Table 1.
Proposed Share Swap
Upon completion of the Proposed Capital Reduction and
Consolidation, the 1,500,000 Consolidated Shares in Pencorp will
be exchanged with new securities in VVB on the basis of three
new Shares and 7 Irredeemable Convertible Unsecured Loan Stocks
(ICULS) in VVB for every 10 Consolidated Shares held in Pencorp.
As a result, Pencorp shall become a wholly owned subsidiary of
VVB.
VVB was incorporated in Malaysia under the Companies Act 1965 on
12 August 2002 as public limited company. The authorized share
capital of VVB is currently RM100,000 comprising 100,000 Shares,
of which RM2 has been fully issued and paid-up. VVB is currently
dormant and its shareholders and directors are Teh Choon San and
Yap Siew Lynn. The said persons have an equal shareholdings in
VVB.
VVB will be used as an investment holding company to facilitate
the debt restructuring of Pencorp. VVB will subsequently assume
the listing status of Pencorp pursuant to the Proposals and
Pencorp will be delisted thereafter.
Proposed Distribution
In consideration for the listing status of Pencorp to be
transferred to VVB, it is proposed that VVB to compensate
Pencorp RM27.486 million in the form of new Shares and ICULS in
the proportion of 30% : 70% (Consideration Securities) and
RM526,000 in cash for Pencorp's listing status.
The Consideration Securities (after deducting 450,000 Shares and
RM1.05 million nominal value of ICULS reserved for all the
existing shareholders of Pencorp pursuant to the Proposed Share
Swap) shall be distributed to all secured and unsecured
creditors of Pencorp (including the debts to be recognized at
Pencorp's subsidiaries level assumed via corporate guarantees
granted by Pencorp) proportionately based on the amount of debt
outstanding as at 31 December 2001, hereinafter known as the
"Cut-Off Date".
Details of Proposed Distribution at Pencorp-Company Level
(A) Secured Creditors / Hire Purchase Creditors
The Secured Creditors / Hire Purchase Creditors are classified
as financial institutions who have extended financing / credit
facilities to Pencorp which are secured by Pencorp's tangible
assets and/or third party securities.
The outstanding amount of approximately RM26.331 million as at
the Cut-Off Date will be admitted to the Proposed Scheme for the
Proposed Distribution. Any unsettled amount after the Proposed
Distribution will be classified as unsettled debts and shall
remain as secured liabilities of Pencorp and be dealt with
accordingly under a liquidation scenario.
Based on the outstanding debt of approximately RM26.331 million
as at the Cut-Off Date, approximately 16.1% of the said debt
shall be settled by Consideration Securities, on the basis of
30% Shares in VVB and 70% ICULS in VVB.
The Secured Creditors' rights on the existing securities shall
remain status quo and the respective Secured Creditor can either
choose to exercise their rights to foreclose the securities or
set-off against the debts outstanding.
As an alternative to the above, should any the Secured Creditor
choose not to share the Consideration Securities, under this
alternative, the Secured Creditor can either exercise their
rights to foreclose the securities or set-off against the debts
outstanding. Any remaining unsettled debt shall be dealt with
accordingly under a liquidation scenario.
(B) Unsecured Creditor / Corporate Guarantee Creditors
The Unsecured Creditor classified as the financial institution /
creditor who have extended financing / credit facilities to
Pencorp which are not secured by any securities / assets of
Pencorp and/or third party securities. The unsecured Creditor
shall include the creditors at subsidiary level with debt
secured by corporate guarantee from Pencorp.
The outstanding amount owing to Unsecured Creditor as at the
Cut-Off Date is approximately RM134.98 million.
It is proposed that these debts be admitted to the Proposed
Scheme for Proposed Distribution purposes.
Any unsettled amount after the Proposed Distribution shall
remain as liabilities of Pencorp or its respective subsidiaries
(in the case of Corporate Guarantee Creditors) and to be dealt
with accordingly under a liquidation scenario.
Based on the total outstanding debt owing to Unsecured Creditor
of approximately RM134.98 million as at the Cut-Off Date,
approximately 16.1% of the said debt shall be settled by
Consideration Securities, on the basis of 30% Shares in VVB and
70% ICULS in VVB.
(C) Preferential Creditor
The Preferential Creditor of Pencorp is the Inland Revenue Board
(IRB), which is required to be paid in priority under law.
The amount owing to IRB as at the Cut-Off-Date of approximately
RM526,000 shall be settled in full by VVB in cash.
Details of Proposed Distribution at Pencorp's Subsidiaries Level
(A) Secured Creditors / Hire Purchase Creditors
The Secured Creditors / Hire Purchase Creditors are classified
as financial institutions who have extended financing / credit
facilities to Pencorp's subsidiaries which are secured by
tangible asset of respective subsidiary or third party
securities.
The debts outstanding as at the Cut-Off Date, which are secured
by corporate guarantee from Pencorp will be admitted to the
Proposed Scheme for Proposed Distribution purposes under Section
2.3.1 (B).
Any unsettled amount after the distribution of Consideration
Securities shall remain as secured liabilities of respective
subsidiaries and be dealt with accordingly under a liquidation
scenario. The Secured Creditors' rights on the existing
securities shall remain status quo and the Secured Creditors can
either choose to exercise their rights to foreclose the
securities or set-off against the debts outstanding.
As an alternative to the above, the Secured Creditor may choose
not to share the Consideration Securities. Pursuant to this
alternative, the Secured Creditors can either exercise their
rights to foreclose the securities or set-off against the debts
outstanding. Any remaining unsettled debt shall be dealt with
accordingly under a liquidation scenario. Should this option is
chosen, the corporate guarantee will be automatically
discharged.
For those debts without corporate guarantee from Pencorp, will
not be admitted to the Proposed Scheme for the Proposed
Distribution and will be dealt with accordingly under a
liquidation scenario of the affected subsidiary.
(B) Unsecured Creditors
The Unsecured Creditors are classified as parties who have
extended credit facilities to Pencorp's subsidiaries in the
ordinary course of business.
The debts outstanding as at the Cut-Off Date, which are secured
by corporate guarantee from Pencorp (adjusted for subsequent
payments made by Pencorp's subsidiaries up to 30 June 2002) will
be admitted to the Proposed Scheme for Proposed Distribution
purposes.
The balance of corporate guarantee debts unsettled shall remain
as the liabilities of respective subsidiaries and to be dealt
with accordingly under a liquidation scenario.
For those debts without a corporate guarantee from Pencorp will
not be admitted to the Proposed Scheme for the Proposed
Distribution and will be dealt with accordingly under a
liquidation scenario of the affected subsidiaries.
(C) All Other Creditors
All other liabilities of Pencorp's subsidiaries without
corporate guarantee from Pencorp will not be admitted to the
Proposed Scheme for Proposed Distibution purposes and will be
dealt with accordingly under a liquidation scenario of the
affected subsidiaries.
Should there be any variation to the amount of debt to be
admitted to the Proposed Scheme as a result of the proof of debt
exercise to be conducted by the Company, the sharing of
Consideration Securities amongst the creditors admitted to the
Proposed Scheme (Scheme Creditors) shall then be adjusted
accordingly based on the revised balance. The Consideration
Securities is fixed at RM27.486 million notwithstanding any
changes in the outstanding balance as at the Cut-Off Date in the
ratio of 30%:70% in Shares and ICULS.
Proposed Put and Call Option
It is proposed that upon completion of the Proposed Scheme, the
Vendors of Vintage Group shall grant Scheme Creditors a put
option for the entire 7.796 million Shares in VVB issued
pursuant to the Proposed Distribution (Option Shares) whereby
the Scheme Creditors can sell part or all of the Option Shares
to the Vendors of Vintage Group within two weeks after the
expiration of 12 months from the listing date of VVB on the
Second Board of KLSE (Exercise Period). The disposal price is at
par plus holding cost to be calculated at 8% p.a. on daily rest
basis. Should the Scheme Creditors do not exercise the put
option within the Exercise Period, the put option shall lapse.
In reciprocal, the Scheme Creditors shall grant the Vendors of
Vintage Group a call option to acquire all or part of the Option
Shares from the Scheme Creditors anytime within the Exercise
Period. The call option shall lapsed after the Exercise Period.
The purchase price of the option shares shall be calculated at
par plus a holding cost of 8% p.a. to be calculated on daily
rest basis.
The Vendors of Vintage Group shall also place 7.796 million
Shares in VVB with a stakeholder for the purpose of securities
for the Put and Call Option. The said security shares shall be
part of the consideration shares (to be received by the Vendors
of Vintage Group pursuant to the Proposed Acquisition of Vintage
Group by VVB) which will be placed under moratorium (as imposed
under the Securities Commission Guidelines on Issues/Offer of
Securities (SC Guidelines) for first year of VVB's listing.
In the event that the Vendors of Vintage Group are unable to
fulfill its obligation when the put option is exercise by any of
the Scheme Creditor, the security shares shall be disposed in
the open market to raise the required cash to meet this
obligation.
Proposed Acquisition Of Vintage Group
Details of the Proposed Acquisition of Vintage Group
It is proposed that VVB to acquire the entire equity interest in
VTI and VTH for RM59.795 million and RM205,000 respectively,
resulting in the total purchase consideration of Vintage Group
to be RM60 million (Purchase Consideration). The Purchase
Consideration is to be satisfied by the issuance of 60 million
Shares in VVB credited as fully paid-up (Consideration Shares),
at an issue price of RM1.00 per new VVB Share.
3.2 Basis of Arriving at the Purchase Consideration
VTI
The purchase consideration of RM59.795 million (Purchase
Consideration of VTI) was arrived at on a willing buyer-willing
seller basis, after taking into consideration the following:
i) the earnings potential of VTI; and
ii) The adjusted audited net tangible assets ("NTA") of VTI of
RM22.584 million as at 31 December 2001 after taking into
consideration the increase in the paid-up capital by RM8 million
on 28 August 2002.
VTH
The purchase consideration of RM205,000 (Purchase Consideration
of VTH) was arrived at on a willing buyer-willing seller basis,
based on the consolidated audited NTA of VTH and its subsidiary,
namely Vintage Roofing & Construction Sdn Bhd (VRC) as at 31
December 2001 of RM205,889.
Brief Information of Vintage Group
VTI was incorporated in Malaysia under the Companies Act as a
private limited company on 7 December 1996 as Joyful Venture Sdn
Bhd. On 5 March 1996, it assumed its present name. Its present
authorized capital is RM25,00,000 comprising 25,000,000 Shares,
of which RM15,000,000 Shares have been issued and fully paid-up.
VTI is principally engaged in the manufacturing and trading of
roofing tiles and an investment holding company. VTI holds 30%
equity interest in VRC.
VTH was incorporated in Malaysia under the Companies Act as a
private limited company on 8 June 1998 as First Agile Industries
Sdn Bhd on 20 July 2002, it assumed its present name. Its
present authorised capital is RM100,000 comprising 100,000
Shares, of which RM100,000 Shares have been issued and fully
paid-up.
VTH is principally an investment holding company. Its only
subsidiary, VRC (70% owned), is principally engaged in the
supply and laying of roof tiles.
VRC was incorporated in Malaysia under the Companies Act as a
private limited company on 23 October 1999 as Sytomatic Sdn Bhd.
On 11 February 2000, it assumed its present name. Its present
authorized capital is RM100,000 comprising 100,000 Shares, of
which RM100,000 Shares have been issued and fully paid-up.
VRC is principally engaged in the supply and laying of roof
tiles on consignment basis.
For the financial year ended 31 December 2001, the Vintage Group
recorded a proforma audited consolidated profit after taxation
(PAT) of approximately RM3.95 million. The Vintage Group
proforma audited consolidated net tangible assets (NTA) as at 31
December 2001 was approximately RM14.88 million.
Prospects of Vintage Group
As reported in the Malaysian Economic Report 2001/2002, with
impetus coming from the civil engineering and residential sub-
sectors, growth in the construction sector is expected to be
sustained at 2.4% in year 2002. The demand for housing, in
particular low-and medium-cost units as well as infrastructure
projects in the health and education sub-sectors and rural
development from the RM3 billion pre-emptive measures in March
2001 and the recent RM4.3 billion package in September 2001 will
also contribute towards further growth in the construction
sector.
As such, the Vintage Group which are principally involved in the
manufacturing and production of roofing tiles is expected to
complement as well as benefit from the forecasted growth in the
construction and the property development sectors.
Risk Factors of Vintage Group
The roofing tiles industry's performance is highly dependent on
the property development and construction activities. As such,
the Vintage Group is subject to certain risks inherent in these
industries. These risks, among others, include changes in the
general economic conditions such as government regulations,
taxation, inflation, interest rates, and exchange rates of
foreign currencies; and changes to business conditions such as
deterioration in market conditions, rising costs of labour and
raw materials and machinery breakdowns.
Assumption of Liabilities
There will be no additional liabilities to be assumed by VVB
arising from the Proposed Acquisition of Vintage Group other
than those accounted for in the accounts of Vintage Group during
the ordinary course of business.
Satisfaction of the Purchase Consideration
The details of the cost and dates of investments by the vendors
of VTH and VTI and the satisfaction of the Purchase
Consideration of Vintage Group will be in the manner set out in
Table 3 and Table 4 respectively.
PROPOSED EXEMPTION
Upon completion of the Proposed Acquisition, the Vendor of
Vintage Group will collectively own 60 million Shares in VVB
representing approximate 88% of the enlarged issued and paid-up
share capital of VVB (before Proposed Public Issue). Pursuant to
Part II Section 6 of The Malaysia Code On Take-Overs and Mergers
1998 (Code), upon completion of the Proposed Acquisition, the
Vendors of Vintage Group and parties deemed acting in concert
will be required to extend an unconditional mandatory general
offer for the remaining Shares in VVB not already owned by them.
An application will be made to the Securities Commission (SC) to
exempt the Vendors of Vintage Group and parties acting in
concert from having to undertake a mandatory general offer upon
completion of the Proposed Acquisition.
PROPOSED DISPOSAL OF PENCORP
Upon completion of the Proposed Acquisition, VVB will dispose
its entire issued and paid-up share capital in Pencorp for
RM1.00 for liquidation purposes.
PROPOSED PUBLIC ISSUE AND PROPOSED OFFER FOR SALE
In conjunction with the Proposals, VVB is proposing a public
issue of 10,000,000 new Shares at an issue price of RM1.00 per
Share to the employees of VVB Group and the Malaysian Public
(Proposed Public Issue). The purpose of the Proposed Public
Issue is to meet the public spread purposes. The proceeds from
the Proposed Public Issue will be utilized for capital
expenditure and working capital purposes of VVB Group. It is
also proposed that the Vendors of Vintage Group undertakes to
offer for sale some Shares in VVB to the public in the event
that there is a shortfall in the public spread (Proposed Offer
for Sale).
PROPOSED PLACEMENT OF ICULS
In conjunction with the Proposed Public Issue and/or Proposed
Offer For Sale, it is proposed that RM100,000 nominal value of
ICULS to be placed out by the creditors of Pencorp (after
Proposed Distribution) in accordance with the proportion of
their ICULS holdings to 100 potential investors to be identified
and nominated by VVB on the basis of one (1) board lot of ICULS
to each nominated investor. All proceeds from the Proposed
Placement of ICULS will accrue to the creditors accordingly. The
purpose of the Proposed Placement is to meet the spread
requirements for listing of and quotation for the ICULS on the
KLSE.
The VVB Shares to be issued and allotted pursuant to the
conversion of the ICULS shall upon allotment, rank pari passu in
all respects with the existing VVB Shares except that they will
not be entitled to any dividends, rights, allotments and/or
other distributions, the entitlement date of which is prior to
the date of conversion of the ICULS.
PROPOSED TRANSFER OF LISTING STATUS OF PENCORP TO VVB
VVB shall apply to the KLSE for admission to the official list
and the listing of and quotation for the entire enlarged issued
and paid-up share capital and ICULS in VVB on the Second Board
of the KLSE which shall result in Pencorp to be delisted from
the Second Board of KLSE.
In that respect, the entire issued and paid-up share capital of
VVB comprising 78.246 million Shares and RM19.24 million nominal
value of ICULS will be listed on the Second Board of KLSE.
BASIS FOR DETERMINING THE ISSUE PRICE OF VVB SHARES
The proposed issue price of RM1.00 per new ordinary share in VVB
in relation to the Proposals was arrived at after taking into
consideration the following:
a) The adjusted NTA of RM0.40 per share upon completion of the
Proposals (after taking into account the current year profit
forecast and the increase in the paid-up capital of VTI of RM8.0
million on 28 August 2002); and
b) The minimum issue price of RM1.00, i.e the par value.
RANKING OF THE NEW SHARES IN VVB
All the new Shares in VVB to be issued pursuant to the Proposed
Scheme, Proposed Acquisition of Vintage Group and Proposed
Public Issue shall upon allotment and issue, rank pari passu in
all respects with the existing Shares in VVB.
RATIONALE FOR THE PROPOSALS
The Pencorp Group has not been able meet its obligation to the
creditors/lenders due to its poor financial position and loss-
making business. As at 31 July 2002, the unaudited shareholders'
funds of the Pencorp Group was in deficit of approximately
RM194.64 million whilst its total borrowings amounted to some
RM173.5 million. As a result of this and the requirements of PN4
of the KLSE Listing Requirements Pencorp is obligated to
undertake an exercise to regularize its financial position.
The Proposals has been formulated to provide an avenue for
Pencorp to crystallize its listing status and thus provide a
better recovery to the shareholders and creditors/lenders of
Pencorp. In this respect, the Proposed Scheme would:
(1) Enable the existing shareholders of Pencorp to recover part
of their investment through the Proposed Share Swap and
participate in the future profitability of the Vintage Group,
which will be injected into VVB; and
(2) Enable a total payment of approximately RM26.512 million to
Pencorp's Scheme Creditors in the form of cash payment, ICULS
and Shares in VVB. Furthermore, the proposed Put and Call Option
will provide the Scheme Creditors with additional avenue to
realize their investment in VVB Shares.
In order to isolate the new business from any unknown liability
threats of Pencorp Group, a new company, i.e. VVB, has been
incorporated as new holding company and will subsequently assume
the listing status of Pencorp. The Proposed Acquisition of
Vintage Group will allow an entity with proven track record, to
be injected into VVB, which will in turn provide long-term
financial benefits to VVB and its shareholders.
The Proposed Exemption will relieve the Vendors of Vintage Group
from the obligation to undertake a mandatory take-over offer for
the remaining VVB Shares not already owned by them.
The Proposed Public Issue will enable VVB to meet the public
shareholding spread requirement per SC Guidelines and the KLSE
Listing Requirement for its listing on the Second Board of the
KLSE upon the completion of the Proposals. The Proposed Offer
for Sale of Shares by the Vendors of Vintage Group is to ensure
that VVB meet the said public spread requirement.
The Proposed Placement of ICULS will ensure that VVB's ICULS
will meet the spread requirement per the KLSE Listing
Requirement.
The Proposed Disposal of Pencorp is to enable VVB to dispose of
Pencorp and all of its subsidiaries in order to facilitate the
recovery of debts to the Scheme Creditors, other Creditors in
Pencorp Group and also for the new VVB Group to focus on its new
business without the burden of Pencorp Group's remaining
unsettled debts.
APPOINTMENT OF ADVISER AND ESTIMATED TIMEFRAME
AmMerchant Bank has been appointed the adviser to the Company in
connection with the Proposals. Application to the relevant
authorities will be made within three months from the date of
this announcement.
A separate submission on the Proposed Exemption will be made by
the Vendors of Vintage Group to the SC in due course.
CONDITIONS OF THE PROPOSALS
The Proposals which are inter-conditional and subject to the
approvals of the following:
a) the Securities Commission;
b) the Foreign Investment Committee;
c) Ministry of International Trade and Industry;
d) the shareholders of Pencorp at an Extraordinary General
Meetings (EGM) to be convened;
e) each class of Scheme Creditors of Pencorp at meetings to be
convened pursuant to an order of the Court in accordance with
Section 176 of the Companies Act;
f) the Court pursuant to Sections 64 and 176 of the Companies
Act 1965 and the sanction of the Proposed Capital Reduction;
g) the approval of the KLSE for the listing of and quotation for
the entire issued and paid-up share capital of VVB and VVB's
ICULS on the Second Board of the KLSE; and
h) any other relevant authorities.
The Proposals shall become effective upon the lodgment of an
office copy of the Court order issued pursuant to item (f) above
with the Registrar of Companies, Malaysia.
SAP HOLDINGS: Negotiating Debt Settlement Scheme With KBSB
----------------------------------------------------------
SAP Holdings Berhad said that on 26th August 2002, the company
was served with a Notice of Demand pursuant to Section 218
Companies Act, 1965 by Kerjaya Binaan Sdn Bhd (KBSB).
By the said Notice, KBSB is claiming for the sum of RM238,125.00
allegedly due and payable to KBSB for the project known as
"Cadangan Membina Dan Menyiapkan 549 Unit Rumah Pangsa Kos
Rendah di Kawasan Fasa 2B (2B-5), Bandar Baru Selayang, Daerah
Gombak, Selangor Darul Ehsan" to be paid within 21 days of the
receipt of the said Notice failing which it would be deemed that
SAP is unable to pay its debt and a winding-up petition would be
commenced against SAP.
SAP is now negotiating with KBSB and a settlement scheme will be
proposed. SAP does not envisage any adverse consequences arising
out of the issuance of the Section 218 Notice referred above.
SIN HENG: Submits Application Proposals to Authorities
------------------------------------------------------
On behalf of the Special Administrators (SA) of Sin Heng Chan
(Malaya) Berhad, Southern Investment Bank Berhad wishes to
announce that the application in relation to the proposed
restructuring scheme, proposed employees' share option scheme,
proposed share capital increase has been made to all the
relevant authorities, namely the Securities Commission, Foreign
Investment Committee and Ministry of International Trade and
Industry on 27 August 2002.
SITT TATT: Enters Tenancy Agreement With Chase Perdana
------------------------------------------------------
Sitt Tatt Berhad (STB) on 28 August 2002, entered into a Tenancy
Agreement with Chase Perdana Berhad (CPB) for the rental of an
office space which is located at Suite 8.3, 8th Floor, Wisma
Chase Perdana, Off Jalan Semantan, Damansara Heights, 50490
Kuala Lumpur measuring a total area of 10,168 sq. ft for a
monthly rental of RM21,861.20 which shall be fully utilized as
the corporate office of the Company for a period of one year
commencing from 1 September 2002.
The Company also on 28 August 2002, entered into a separate
arrangement with CPB for the usage of the Multi-purpose Hall
which is located at Suite 5.2, 5th Floor, Wisma Chase Perdana,
Off Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur as
training room and other office functions as and when required
for a monthly rate of RM1,000 with retrospective effect from 1
April 2002.
CPB is a public company listed on the Second Board of the Kuala
Lumpur Stock Exchange with a paid-up capital of RM93,605,334 and
an authorized capital of RM150,000,000.
The common directors of the Company and CPB are YBhg Tan Sri
Datuk Dr Mohan M.K Swami, JP (TSDDM), YBhg Tan Sri Datuk Ab Aziz
Ismail, Datuk Masidi Manjun and Ms Usha Nathan A. Vaidyanathan.
TSDDM is also a shareholder of both the Company and CPB.
Accordingly, the affected directors and/or persons connected to
them are deemed to have interests in the abovementioned
transactions and have abstained themselves from any
deliberations and voting on any resolution in relation to the
Tenancy Agreement and the MPH Arrangement.
The Tenancy Agreement and the MPH Arrangement are not expected
to have any material effect on the Net Tangible Assets or the
Total Asset Value of the STB Group for the financial year ending
31 March 2003.
TONGKAH HOLDINGS: Defaults on ICULS Payment
-------------------------------------------
In August 1999, Tongkah Holdings Berhad (THB) issued the ICULS
constituted under a Trust Deed dated 27 August 1999. Interest of
1 percent per annum in respect of third interest payment on the
outstanding ICULS amounting to RM1,174,920.32 is payable to the
holders of the ICULS on 29 August 2002.
The Board of Directors of THB said Thursday that the Company has
defaulted in the payment of the interest.
The Company has also defaulted and continues to be in default of
the payment in respect of the second interest payment on the
ICULS amounting to RM1,619,961.51 since 29 August 2001.
The Company has defaulted, as it is facing financial
difficulties and has been classified as an affected listed
issuer pursuant to Practice Note 4/2001 of the Kuala Lumpur
Stock Exchange's Listing Requirements since September 2001. Due
to the Company's severe shortage of cashflow, it was unable to
meet its obligations in respect of the third interest payment on
the ICULS.
The Company is in the process of finalizing a plan to regularize
its financial condition, which will also take into account the
defaults in the second and third ICULS interest payment.
Upon the occurrence of the default in payment of interest being
made for thirty (30) days from the 29 August 2002, the trustee
for the holders of the ICULS may, if so requested by the holders
of ICULS holding in aggregate not less that 50% in nominal value
of the ICULS outstanding, or if so directed by a Special
Resolution of the holders of ICULS declare that the ICULS are
immediately due and repayable.
The trustee may at its discretion institute such proceedings as
it may think fit against the Company to enforce such repayment
of nominal value of the ICULS together with the interest thereon
but shall not be bound to take any steps to enforce the
performance of any of the provisions of under the Trust Deed
unless directed to do so by a Special Resolution of the holders
of ICULS or in writing by the holders of ICULS holding in
aggregate not less than fifty percent (50%) of the ICULS then
outstanding and in either case only if it shall be indemnified
to its satisfaction against all actions, proceedings, claims and
demands to which it may thereby render itself liable and all
costs, charges, damages and expenses which it may incur in so
doing.
The trustee may pursue the rights and remedies available under
the general law or under Trust Deed to enforce the rights of the
holders of ICULS against the Company. However, no holders of
ICULS will be entitled to pursue such remedies against the
Company unless the trustee having become bound to do so in
accordance with the terms of the Special Resolution, fails to do
so within thirty (30) days from the date it is bound to pursue
such rights and remedies.
The occurrence of the default in interest payment on the ICULS
may give rise to a technical default pursuant to two separate
Trust Deeds both dated 27 August 1999 in respect of
RM186,558,296 Nominal Value of 5 year Redeemable Secured
convertible Bonds A 1999/2004 and RM275,980,363 Nominal Value of
5 year Redeemable Secured Convertible Bonds B 1999/2004,
respectively.
TONGKAH HOLDINGS: Defaults on Redemption Obligation
---------------------------------------------------
In August 1999, Tongkah Holdings Berhad (THB) issued the Bonds B
constituted under a Trust Deed dated 27 August 1999. One-fourth
nominal value of the Bonds B outstanding as at the third
interest payment date of the Bonds B, i.e. on 29 August 2002
shall at the option of the holders of the Bonds B be redeemed by
the Company pursuant to the terms of the Trust Deed (Redemption
Obligation).
As of the closing date for the notice of redemption filing from
the holders of Bonds B seeking to exercise their rights to
redeem one-fourth of the outstanding Bonds B, i.e. on 9 August
2002, the Company received 52 notices of redemption for a total
redemption of RM43,177,840 nominal value of Bonds B.
The Board of Directors of THB hereby announce that the Company
was unable to meet its Redemption Obligation amounting to
RM43,177,840.
The Company is said to be facing financial difficulties and has
been classified as an affected listed issuer pursuant to
Practice Note 4/2001 of the Kuala Lumpur Stock Exchange's
Listing Requirements since September 2001. Due to the Company's
severe shortage of cashflow, it was unable to meet the
Redemption Obligation.
Although, a sinking fund account has been established for
purposes of payment of interest and principal in relation to the
Bonds B, there were insufficient funds to meet the Redemption
Obligation. The Company was unable to carry out the assets
disposal program as required under the Trust Deed, the proceeds
of which are to be deposited into the sinking fund account, due
to the low realization rate of these assets, which consist
mainly of Malaysian public quoted securities.
The Company is in the process of finalizing a plan to regularize
its financial condition, which will also take into account the
default of the Redemption Obligation.
Upon the occurrence of the default in the Redemption Obligation
being made for thirty (30) days from the 29 August 2002, the
trustee for the holders of the Bonds B may, if so requested by
the holders of the Bonds B holding in aggregate not less that
50% in nominal value of the Bonds B outstanding, or if so
directed by a Special Resolution of the holders of Bonds B
declare that the Bonds B are immediately due and repayable.
The trustee may at its discretion institute such proceedings as
it may think fit against the Company to enforce such repayment
of nominal value of the Bonds B together with the interest
thereon but shall not be bound to take any steps to enforce the
performance of any of the provisions of under the Trust Deed
unless directed to do so by a Special Resolution of the holders
of Bonds B or in writing by the holders of Bonds B holding in
aggregate not less than fifty percent (50%) of the Bonds B then
outstanding and in either case only if it shall be indemnified
to its satisfaction against all actions, proceedings, claims and
demands to which it may thereby render itself liable and all
costs, charges, damages and expenses which it may incur in so
doing.
The trustee may pursue the rights and remedies available under
the general law or under Trust Deed to enforce the rights of the
holders of Bonds B against the Company. However, no holders of
Bonds B will be entitled to pursue such remedies against the
Company unless the trustee having become bound to do so in
accordance with the terms of the Special Resolution, fails to do
so within thirty (30) days from the date it is bound to pursue
such rights and remedies.
There are no guarantors in respect of the Bonds B.
Whether the default in payment constitutes an event of default
under a different agreement (cross default).
The occurrence of the default of the Redemption Obligation may
give rise to a technical default pursuant to two separate Trust
Deeds both dated 27 August 1999 in respect of RM186,558,296
Nominal Value of 5 year Redeemable Secured convertible Bonds A
1999/2004 and RM161,996,151 Nominal Value of Irredeemable
Convertible Unsecured Loan Stocks 1999/2004, respectively.
WIJAYA BARU: Directors Abort Restructuring Proposals
----------------------------------------------------
Further to the announcement dated 13 March 2002, Wijaya Baru
Global Berhad (WBGB) said Thursday that its Board of Directors
has on 28 August 2002 decided to abort the Proposals due to the
weak stock market price of WBGB shares.
The Proposals include the following:
(1) Rights issue of 110,366,667 new ordinary shares of RM1.00
each in WBGB at an indicative issue price of RM1.00 per ordinary
share on the basis of two new ordinary shares with one warranty
for every two existing ordinary shares held (Proposed Rights
Issue).
(2) Proposed conversion of debt owing to a lender and two major
creditors of WBGB Group into equity and debt instruments
(Proposed Debt Restructuring); and
(3) Proposed increase in the authorized share capital from
RM200,000,000 to RM1,000,000,000 by the creation of 800,800,000
ordinary shares of RM1.00 each.
=====================
P H I L I P P I N E S
=====================
ALL ASIA: Three Groups Eyeing Closed Bank
-----------------------------------------
According to the Philippine Deposit Insurance Corp. (PDIC), at
least three groups, one of which is a non-bank institution, have
expressed interest in taking over closed All Asia Bank Corp,
Business World reports, citing PDIC Senior Vice-President
Rosalinda U. Casiguran.
The report did not mention the names of the interested groups.
PDIC is still searching for more investors to rehabilitate the
bank. The deposit insurer is now preparing to conduct an open
bidding for All Asia.
The bidding is expected to take place within the next two weeks.
"We are now preparing the initial receivership report... there
is definitely a need to infuse new capital. We should have
something by next week or the week after," Casiguran said.
PDIC has until September 5 to finalize its initial receivership
report on the closed bank.
Meanwhile, PDIC started servicing All Asia Bank's insured
deposits last Tuesday.
The deposit insurer said 80 percent of those who files claims
have been paid through Landbank of the Philippines.
The deposit insurer covers up to 100,000 pesos of individual
savings.
All Asiabank's head office is located in Davao City with
branches in the Buhangin district; Digos City in Davao del Sur,
Tagum City in Davao del Norte; Coronadal South Cotabato and
General Santos City also in South Cotabato.
NATIONAL BANK: Allied Bank Clarifies Merger Report
--------------------------------------------------
Allied Banking Corporation responded to the news article
entitled "Lucio Tan rules out merger between Allid Bank, PNB"
published in the August 28, 2002 issue of the Philippine Daily
Inquirer.
The article reported that Taipan Lucio Tan ruled out a merger
between Philippine National Bank and Allied Bank that analysts
were anticipating to happen after the government said it would
divest its shares in PNB within the next three to five years.
"No merger. It's more expensive to merge. Underwriting is
better," Tan said in reply to questions whether he was planning
to merge PNB and Allied.
Further to Circular for Brokers No. 2853-2000 dated October 12,
2000, Allied Banking Corporation (ABC), in its letter to the
Exchange dated August 28, 2002, clarified that.
We reiterate what we have stated in our letter to you dated
October 11, 2000 that no step has been taken toward the merger
of the two banks.
Allied Bank will advise the Exchange on any development
regarding the matter.
For a copy of the press release, click on
http://bankrupt.com/misc/TCRAP_PNB0830.pdf
NATIONAL STEEL: Malaysian Okays Debt Restructuring Plan
-------------------------------------------------------
Malaysian main shareholder Pengurusan Danaharta Nasional Berhad
and local creditor banks agreed on four crucial issues on debt
restructuring and debt-to-equity conversion deal of National
Steel Corp. (NSC), the Philippine Star reported Friday.
The issues include management of NSC, any sale of assets, any
change in core business of NSC, and sale of NSC shares to a
third party," according to Trade and Industry Secretary Manuel
Roxas II.
Under the plan, the creditor banks will have to agree to convert
a portion of NSC's outstanding debt into equity in the steel
firm.
NSC's outstanding debt to a group of local banks totaled P16
billion.
Because of the debt-to-equity conversion, Danaharta will also
have to agree to a major haircut, resulting in the reduction of
its controlling stake in NSC from 82.5 percent to a minority of
20 percent.
Reports said that in allowing the dilution, Danaharta will still
be given equal voting rights on the four major issues involving
management, sale of asset, change in core business and sale of
shares to a third party.
The debt restructuring and debt-to-equity conversion will lead
to rehabilitation and reopening of NSC.
PHILIPPINE AIRLINES: First Quarter Earnings Above Target
--------------------------------------------------------
Philippine Airline Lines posted its first quarter earnings of
984 million pesos ($19 million), which was well above the 112
million pesos ($2 million) target for the period, DebtTraders
analysts, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-
247-5300) reported, citing the Business World news.
Total income for the period was 1.05 billion pesos ($20
million). Operating costs also fell by 900 million pesos ($17
million). The analysts believe that the news is a credit
positive for the defaulted PAL's FRN due in 2000.
According to TCR-AP, government agencies holding a combined 4.26
percent in Philippine Airlines are giving the airline and its
majority owner Lucio Tan until the end of August to settle their
put option on their shares.
The report said the government agencies will be sending a letter
to PAL demanding that it honor the put option on the shares,
estimated to be worth PhP2 billion.
PHILIPPINE LONG: Enters Agreement With UnionBank
------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) and UnionBank of
the Philippines recently collaborated to allow corporate and
individual customers to view and pay their phone bills online
with ease.
PLDT President Manuel V. Pangilinan said this agreement would
benefit clients by helping them save time. "With PLDT@ctiveBill,
lining up to pay your bills would be a thing of the past. Paying
bills would be just as easy as texting or surfing the Web. It is
only with the help of partners like UnionBank that we can make
this possible," he said.
Corporate and household customers of PLDT who have accounts with
UnionBank can transact online payments to settle their phone
bills through the Internet via the PLDT@ctiveBill website.
PLDT@ctiveBill is an automated, Internet-based, paperless means
of viewing and paying phone bills either through the Internet or
through SMART's Mobile Banking System (MBS). This value-added
service seeks to simplify complex billing information
requirements of corporate clients in a very easy and secured
environment. To make this possible, UnionBank has linked its
Internet payment facility called Union Secure.Pay to PLDT's
customer service system.
"It is PLDT's commitment to the public to provide innovative
solutions to mundane problems and thereby help people become
more productive and efficient. This PLDT@ctiveBill and UnionBank
partnership is one of those innovations," said PLDT Senior Vice
President Alfredo S. Panlilio.
UnionBank President and Chief Operating Officer Victor B.
Valdepe as also explained that PLDT@ctiveBill would not only
help the bank provide clients an easier alternative to pay
bills, but also help achieve customer loyalty and improve
customer satisfaction.
"This partnership will benefit the common customers of PLDT and
UnionBank. Because of the obvious advantages of PLDT@ctiveBill,
we are very proud to promote it as part of our own list of
value-added cash management products and services," Valdepe as
said.
UnionBank has had extensive experience in providing live e-
payment corporate solutions to various communities set-up by
both leading multinational corporations and government
institutions--the latest one being the Bureau of Internal
Revenue's (BIR) Electronic Filing and Payment System which
became mandatory for all corporate large taxpayers on August 1
this year.
UnionBank Executive Vice President and Head of Corporate Product
Banking Hermie Pugeda said, "Many corporations will be
pleasantly surprised to find out that what we are providing PLDT
is the same facility that we are also using for our other
communities such as the BIR's project on e-payment of taxes.
This new arrangement with PLDT increases the value of enrolling
with UnionBank."
At present, PLDT@ctiveBill has already 700 named customers. This
tie-up with UnionBank will enable customers to enjoy the
convenience of online payment of bills.
Through PLDT Business Solutions, the umbrella brand for PLDT's
corporate products and services, PLDT has offered and will
continue to offer new and innovative services such as
PLDT@ctiveBill.
DebtTraders reports that Philippine Long Distance Telephone's
11.375% bond due in 2012 (TELP12PHS1) trades between 92 and 94.
For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1
PHILIPPINE LONG: Enters Joint Venture With Hypertech
----------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) and Hypertech
Corp., a leading supplier of computer-related equipment and
services, have recently teamed up to help more Filipinos benefit
from DSL broadband Internet service.
Under the agreement that both parties entered into, Hypertech
can redistribute the corporate packages of PLDT's DSL service
all over the country, though not on an exclusive basis.
DSL, a technology that can transform ordinary twisted pair
copper lines used for regular phone line connections into high
capacity conduits for high-speed Internet access, is seen as a
tool that can spur information dissemination and education in
the country.
Alfredo S. Panlilio, PLDT Senior Vice President, said this
partnership can only redound to the benefit of both companies by
expanding Hypertech's portfolio of products, and by helping PLDT
increase its market share for broadband services.
"It's like hitting two birds with one stone. We form new
partnerships with excellent companies like Hypertech while at
the same time increase our DSL subscribers," he said.
Hypertech President Fisher T. Chua said, "For us, PLDT's DSL
service becomes a value-added service that we can offer to our
customers. This deal helps us reach our goal of becoming the
one-stop shop for computer-related services and equipment in the
country, especially for the SME market," said Chua.
He added that broadband Internet access through DSL is rapidly
becoming popular and that with PLDT's DSL coverage expanding in
the countryside, more people could have a more satisfying
experience of the Internet.
"What we want to do is to make PLDT DSL a preferred choice for
Internet access for both individuals and big organizations or
companies," said Nerissa S. Ramos, PLDT Vice President for
Business Solutions.
"We want more people to have the PLDT DSL experience, whether at
work, at home, or in the malls and make them say, Wow!" she
added.
At present, PLDT's DSL service has extensive coverage of Metro
Manila, where there are 33 DSL-equipped exchanges and over 1,000
PLDT DSL-ready buildings. It is also available in 15 key
provincial cities including La Trinidad, Baguio; San Fernando,
La Union; Tarlac, Dagupan, Calamba, Carmona, Cavite, Batangas,
Cebu, Iloilo, Bacolod, and Davao.
PLDT Business Solutions, PLDT's umbrella brand for corporate
products and services, aims to make the DSL technology available
to more companies, whether large or small, in other key areas as
well.
Its corporate DSL service packages are Small Biz Jr. (256 Kbps),
Small Biz Sr. (384 Kbps), Power Packed 512 Kbps, Power Packed
1Mbps, and Power Packed 2 Mbps. Hypertech has two distribution
points in the Philippines, one in Metro Manila and one in Cebu
City. Today, it distributes products for 20 of the world's
leading computer companies and has an established network of
over 500 dealers and resellers nationwide.
For more information, go to
http://bankrupt.com/misc/TCRAP_PLDT0830.pdf
PHILIPPINE LONG: PSE Approves Additional Listing of Shares
----------------------------------------------------------
The Philippine Stock Exchange has approved on August 14, 2002,
the listing application of Philippine Long Distance Telephone
Company to list additional 25,000,000 preferred shares, with par
value of P10.00 per share, divided into 10,000,000 shares for
the 10 percent Cumulative Convertible Preferred Stock Series
"CC" and 15,000,000 additional shares for the 10% Cumulative
Convertible Preferred Stock Series "AA", as part of the
Company's Subscriber Investment Plan.
In view thereof, the listing of the 25,000,000 preferred shares
is set for Monday, September 2, 2002.
The trading symbol of the Company's 10% Cumulative Convertible
Preferred Stock Series "CC" shall be "TLCC".
The press release can be accessed at
http://bankrupt.com/misc/TCRAP_PLDT0830b.pdf
PHILIPPINE LONG: PSE Fines JG for Unclear Role in Takeover Deal
---------------------------------------------------------------
The Philippine Stock Exchange (PSE) has fined JG Summit Holdings
Inc and threatened to suspend its shares for failing to promptly
clarify its alleged role in the joint venture of its majority
owner John Gokongwei Jr with First Pacific Co Ltd to take over
Philippine Long Distance Telephone Co.
In a letter dated July 30, PSE senior vice president Jose
Cervantes told JG Summit it must pay a fine of PhP30,000 for the
late clarification within four trading days. He said an
additional fine of PhP1,000 will be levied on the company for
each day it is delayed.
"Failure within one month to pay the penalty will result in the
suspension of trading of the company's securities," he said.
The fine stems from a disclosure made by First Pacific to the US
SEC, which named JG Summit as one of the parties to the
agreement. Gokongwei and JG Summit have repeatedly indicated
that the company is not party to the deal and was only included
in the agreement to describe the businesses of the Gokongwei
group.
The SEC has also cleared JG Summit of similar charges.
But JG Summit said it will contest the PSE fines, saying it had
been unable to issue a clarification as requested by the
exchange on June 19 because it had not been informed of the
trading halt imposed on the company's shares that day. It said
it also had to seek counsel for its statement.
"JG Summit submits it is unreasonable for the exchange to
penalize JG Summit for disclosures made by a third party in a
different country, the contents of which turned out to be
inaccurate and untrue," it told the PSE in a letter.
"The implications of upholding the resolution (to penalize the
company) could have very serious legal and commercial
implications." (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No.
172, August 30, 2002)
UNITRUST BANK: PBCom Clarifies Interest in Takeover
--------------------------------------------------
Philippine Bank of Communications, with reference to the news
article entitled "PBCom drops plan to bid for Unitrust"
published in the August 27, 2002 issue of the Business World.
The article reported, "The Philippine Bank of Communication
(PBCom) will not participate in the re-bidding for the
rehabilitation of closed Unitrust Development Bank. Business
World learned PBCom has dropped plans to taking over Unitrust
and is, instead, exploring talks with other banks for the
acquisition of more branches.
Philippine Bank of Communications (PBC), in its letter to the
Exchange dated August 27, 2002, clarified that:
Based on our evaluation of the said article, PBC surmise that
the mention of their intention not to participate in the re-
bidding for the rehabilitation of Unitrust was a conclusion we
sent to PSE.
PBCom continue to stand by the statements it made in their
disclosure letter dated July 24, 2002. The Company reiterates
their position that PBCOM had difficulty securing the additional
requirements requested by PDIC.
The press release can be located at
http://bankrupt.com/misc/TCRAP_Unitrust0830.pdf
=================
S I N G A P O R E
=================
ASIA PULP: Negotiating With Creditors This Week
-----------------------------------------------
Asia Pulp and Paper, including the Widjaja family, plans to
discuss repayment terms with creditors on the $13 billion debt
plan this week after the judicial management petition,
DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300) reported, citing the Bloomberg news.
The analysts said the pulp and paper group may want to reach an
agreement with creditors by the September deadline on concern
that creditors may attempt to appeal for the judicial management
petition again.
APP China Group's 14% bond due in 2010 (PAP10IDS1) trades
between 28 and 30. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PAP10IDS1
BOUSTEAD SINGAPORE: AGM Resolution Disclosure
---------------------------------------------
The Board of Directors of Boustead Singapore Limited announced
that all the resolutions set out in the Notice of Annual General
Meeting (the AGM) dated August 14, 2002, as supplemented by an
announcement of the Company dated August 17, 2002, were duly
passed at the AGM held Thursday.
The Board announced that Yap Neng Chew has retired from the
Board pursuant to Section 153(2) of the Companies Act, Cap. 50.
The Board wishes express its gratitude and appreciation for the
contribution Mr Yap has made to the Company over the years.
John Lim Kok Min, who was re-elected as a Director of the
Company at the AGM, has been appointed Chairman of the Company's
Audit Committee, assuming the position previously held by the
retiring Yap. Lim is an existing member of the Audit Committee
and is considered by the Board to be an independent Director
pursuant to Clause 704(8) of the Listing Manual of the SGX-ST.
As a consequence of Yap's retirement, Chong Ngien Cheong has
been appointed as a member of the Company's Audit Committee.
Notwithstanding the fact that Chong is a substantial shareholder
of the Company and a brother-in-law of Wong Fong Fui, the
Company's Chairman and Group Chief Executive Director, the Board
considers Chong an independent Director pursuant to Clause
704(8) of the Listing Manual of the SGX-ST.
SEATOWN CORPORATION: Creditor's Meeting Moved to November
---------------------------------------------------------
Seatown Corporation, with reference to the announcement issued
on July 9, 2002, the Company confirmed that the High Court of
Singapore had granted a 6-week postponement for a meeting of
Seatown Construction Pte Ltd. to August 23, 2002.
The announced that pursuant to an Order of the High Court of
Singapore obtained on 23 August 2002, the meetings of the
creditors of Seatown Construction Pte Ltd as well as Seatown
Foundation Engineering Pte Ltd have been postponed further to
Friday, November 29, 2002.
SEMBCORP INDUSTRIES: Posts Notice of Shareholder's Interest
-----------------------------------------------------------
Sembcorp Industries Ltd. posted a notice of changes in
substantial shareholder Singapore Technologies Pte Ltd's
interest:
Date of notice to company: 29 Aug 2002
Date of change of deemed interest: 22 Aug 2002
Name of registered holder: CDP: Esmaco Pte Ltd
Circumstance(s) giving rise to the interest: Open market
purchase
Shares held in the name of registered holder
No. of shares of the change: 16,000
Percentage of issued share capital: 0
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: $1.2099
No. of shares held before change:
Percentage of issued share capital:
No. of shares held after change:
Percentage of issued share capital:
Holdings of Substantial Shareholder including direct and deemed
interest
- Deemed Direct
No. of shares held before change: 94,000 711,254,167
Percentage of issued share capital: 0 39.07
No. of shares held after change: 110,000 711,254,167
Percentage of issued share capital: 0 39.07
Total shares: 110,000 711,254,167
===============
T H A I L A N D
===============
NATURAL PARK: Increases Registered Capital to Bt201.4B
------------------------------------------------------
NPK Management Service Co, plan administrator of Natural Park
Plc, said that the company had registered the increase of its
registered capital from Bt6.9 billion to Bt201.4 billion.
The transaction, according to a Bangkok Post report, was under
the Business Rehabilitation Plan of the Company, as submitted to
the Department of Commercial Registration, Ministry of Commerce.
TCR-AP said earlier that Natural Park has lodged a similar
capital increase, which was from 18,900,860 Baht to
6,945,935,080 Baht.
SIAM STEEL: Announces Action Points Under its Rehab Plan
--------------------------------------------------------
Siam Steel International Public Company Limited announced Friday
the action points under the Rehabilitation Plan for year ending
of June 30, 2002.
According to the Terms of the Rehabilitation Plan, the ninth
interest payment and the eighth repayment of principal to
financial institution creditors was made on June 28, 2002 for
the period March 29, 2002 to June 27, 2002. The interest
payments amounting to Baht 13.73 million and the repayment of
principal was Baht 20 million, respectively, a total of Baht
33.73 million.
On June 26, 2002, the Central Bankruptcy Court made an order on
the plan amendment regarding:
1) The changes of repayment schedule for the first Tier debt as
follows:
- Year 2002/2003 old repayment schedule is 60 million baht to
new repayment schedule is 80 million baht
- Year 2003/2004 old repayment schedule is 120 million baht to
new repayment schedule is 130 million baht
- Year 2004/2005 old repayment schedule is 160 million baht to
new repayment schedule is 130 million baht
2) The extension of increased capital from June 30, 2002 to June
30, 2004.
Deloitte Touche Tohmatsu Planners Co., Ltd is Siam Steel's First
Plan Administrator.
SIAM STEEL: Narrows Net Loss to Bt23M
-------------------------------------
As evidenced in the financial statements for the year ended
June 30, 2002, the company incurred a net loss amounting to
approximately 23 million baht. In the financial statements for
the year ended June 30, 2001, the company incurred a net loss
amounting 204 million baht.
The net reduction in the loss for 2002 was 89 percent, over the
20 percent reporting limit because of the following reasons:
1. For 2002, the loss from operations was 20 million baht
compared to a gain the last year of 18 million baht.
2. In 2002, the company provide for an allowance for doubtful
debt from trade receivable customers amounting to approximately
16 million baht, allowance for obsolete inventories amounting to
3 million baht, and from the consequence of downsize the
subsidiaries company had expenses amounting to 22 million baht.
3. In 2002, the company gain on exchange rate was 73 million
baht, whereas it had loss on exchange rate amounting to 131
million baht for the previous year.
4. In 2002, equity in net loss of the associated companies were
4 million baht, but in the last year had income 19 million baht.
THAI PETROCHEMICAL: Creditors Back Effective Planners
-----------------------------------------------------
The steering committee of Thai Petrochemical Industry Plc (TPI)
creditors has reconfirmed its full support for Effective
Planners Ltd, the Bangkok Post reported.
Chartsiri Sophonpanich, the president of Bangkok Bank, which is
one of the major creditors of TPI, said the bank and the
committee fully supported the planners and Effective Planners
chairman Sippanondha Ketudat.
The statement was in response to a petition filed by
receivership officials at the Central Bankruptcy Court to
consider dismissing Effective Planners as TPI's rehabilitation
plan administrators.
TPI founder Prachai Leophairatana lodged the request. The
petition questioned the legitimacy and competency of Effective
Planners to remain as TPI's planners after it failed to meet a
deadline to repay US$200 million worth of debt to creditors by
selling non-core assets as stated in the plan.
A spokesman for the creditors' committee said that the selection
of TPI's restructuring plan administrator was a matter for the
creditors, not the former management of TPI.
"The planners are making every effort to save TPI by working to
implement the plan, often in difficult circumstances. The
committee continues to support them in these efforts."
The committee had been closely monitoring the implementation of
the plan, the paper added.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***