TCRAP_Public/020903.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

         Tuesday, September 03, 2002, Vol. 5, No. 174

                         Headlines

A U S T R A L I A

B DIGITAL: Supreme Court Supports Director's Conviction
JOACHIM PREHN: ASIC Seeks Winding Up of Insurance Firm
UECOMM LIMITED: Sells People Telecom Stake


C H I N A   &   H O N G  K O N G

ALKA'S INDUSTRIAL: Winding Up Hearing Set for November
ASIA GLOBAL: Parent Reports $145M Net Loss
EASYWIN PROPERTY: Court Sets October Winding Up Hearing
HONSON GARMENTS: Hearing of Winding Up Petition Set
I-CHINA HOLDINGS: Lessens FY Net Loss to HK$222.307M

NEW WIN ENGINEERING: Faces Winding Up Petition
SAINT HERO COMPANY: Winding Up Petition Set for October


J A P A N

ALL NIPPON: JCR Downgrades Rating to A-, Affirms J-1 Rating
ARAI-GUMI: Agrees to Join Efforts With Konoike
DAIKYO INC.: Government Approves Rehabilitation Plan
GOLDWIN INC.: Downgrades Rating to BB-
HYAKUJUSHI BANK: Moody's Reviews Rating For Possible Downgrade

JAPAN OIL: Widens Net Loss to JPY194.2B
KYOWA PERFUMERY: Tokyo Court Declares Bankruptcy
NIPPON MEAT: Borrows JPY40B to Survive 60% Sales Fall
NIPPON TELEGRAPH: Moody's Assigns Aa2 Rating to JPY80B Bonds
SATO RESTAURANT: JCR Cuts Rating to BB+

TAISEI FIRE: Creditors Okay Rehabilitation Plan


K O R E A

CHOHUNG BANK: Government Rejects 51% Stake Sale Reports
CHOHUNG BANK: Government Selling Stake to Single Buyer
HYNIX SEMICONDUCTOR: Creditors May Ask Samsung to Take Over
KOREA THRUNET: Implementing Corporate Restructuring Plans
KOREA THRUNET: Unveils New Shares Issuance


M A L A Y S I A

ACTACORP HOLDINGS: Amin Shah Buying PSC Asset Holdings From PSCI
AUTOWAYS HOLDINGS: Selling Subsidiaries to Implement Debt Rehab
BERJAYA GROUP: Gets Approval to Delay Submission of FY Report
BERJAYA GROUP: Selling Hyundai-Berjaya Stake to Transwater
BRIDGECON HOLDINGS: Enters Into Agreement With PVOB Vendors

ESPRIT GROUP: Court Approves Stay of Execution
ESPRIT GROUP: Seeks Two-month Extension to Submit Plan
KELANAMAS INDUSTRIES: SBM Acquisition Canceled
MYCOM BERHAD: Says E&Y Not Eligible as Restructuring Adviser
NCK CORPORATION: Says Restructuring Scheme Proposal Unchanged

REPCO HOLDINGS: Awaits Regularization Plan Approval From KLSE
TAP RESOURCES: Shareholders Approve Debt Restructuring Plan
WING TIEK: Outlines Debt Restructuring With Shareholders
UCP RESOURCES: Executes PA With Investors
UNITED CHEMICAL: Plans to Commence Restructuring Agreement


P H I L I P P I N E S

DMCI HOLDINGS: Appoints New Corporate Directors
NATIONAL POWER: Mak-Ban Power Plant Rehab Set on February 2003

* Pres. Arroyo Promulgates Restructuring Program for EC's


S I N G A P O R E

ALEXANDRA HOLDINGS: Seeks Shareholder's Approval on Liquidation
CHARTERED SEMICONDUCTOR: Unveils Rights Offering
L&M GROUP: Debt Restructuring Scheme Update
L&M GROUP: Proposes Capital Reduction
LKN-PRIMEFIELD: Appoints KPMG as Financial Adviser

NATSTEEL LTD: Posts Notice of Shareholder's Interest

     -  -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


B DIGITAL: Supreme Court Supports Director's Conviction
-------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) said
that the Western Australia Supreme Court has dismissed an appeal
by George Michael Gelavis of his conviction of having provided
false information to the ASIC.

B Digital Limited director Mr Gelavis was found guilty in the
Joondalup Court of Petty Sessions of one charge of providing
false information to ASIC in March this year.

The charge arose out of an investigation by ASIC into the
trading of shares in Intrepid Mining Corporation N.L. and
Stanley Mining Services Pty Ltd in 1997. It was alleged that Mr
Gelavis provided false information under oath, whilst ASIC was
exercising its compulsory powers.

This investigation also led to administrative action being taken
by ASIC against two Perth securities advisers.

The appeal was heard before Justice Pullin of the WA Supreme
Court.

As a consequence of Mr Gelavis losing his appeal, he is
automatically disqualified from managing a corporation for five
years, pursuant to section 206B(b)(ii) of the Corporations Act.


JOACHIM PREHN: ASIC Seeks Winding Up of Insurance Firm
------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) has
successfully applied to the Federal Court of Australia for
orders that Joachim Prehn Insurance Services Pty Ltd (JPIS) be
wound up on the grounds of insolvency.

Mr Richard George Shoobridge of Deloitte Touche Tohmatsu was
appointed liquidator of JPIS.

ASIC previously obtained Supreme Court orders appointing Mr
Shoobridge as receiver to the property of JPIS and the personal
assets of its director, Joachim Prehn. ASIC took this action
following an investigation, in order to secure those assets for
the benefit of investors and creditors of his company.

In the recent conclusion of action arising from that
investigation, Mr Prehn, a former Burnie-based insurance agent
and financial adviser, was jailed on 12 August 2002 for six
years after pleading guilty to 28 counts of fraud.

Mr Prehn was convicted of fraud relating to the misappropriation
of $1,714,229 from JPIS clients, many of who were retirees who
depended upon their capital for day-to-day living.

In sentencing Mr Prehn, His Honour Mr Justice Underwood
categorized his conduct as 'sustained and deliberate. It was
entered into and persisted with to satisfy [a] pathological urge
to gamble. Each crime was a grave breach of trust committed
against those who could ill afford to lose their money'.

The insurance company Mr Prehn acted as an agent for has
compensated the clients who lost money as a result of his
actions.

ASIC permanently banned Mr Prehn in February 2000 from acting as
an investment adviser or as a representative of a securities
dealer.


UECOMM LIMITED: Sells People Telecom Stake
------------------------------------------
Uecomm Limited said yesterday it sold its holding in voice
reseller People Telecom Limited. Uecomm will receive $1.45
million for the sale of its 15% position. Uecomm wrote down the
value of its People Telecom holding to $1 million in December
2001.

The services agreement with People Telecom which was announced
at the time of the share acquisition will be replaced by the
provision of services to People Telecom at no cost to Uecomm up
to a maximum of $500,000 over two years.

For further information, contact Michelle Wood, Uecomm Investor
Relations, at ph (+613) 9941 4521, mobile 0404 837 649, or via
e-mail at mwood@uecomm.com.au.


================================
C H I N A   &   H O N G  K O N G
================================


ALKA'S INDUSTRIAL: Winding Up Hearing Set for November
------------------------------------------------------
The date for hearing of the petition to wind up Alka's
Industrial Company Limited is scheduled for November 6, 2002 at
10:00 a.m. at the High Court of Hong Kong.

Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong, filed the petition on
August 14.


ASIA GLOBAL: Parent Reports $145M Net Loss
------------------------------------------
Global Crossing today reported that its financial performance
remains on-track, and that it continues to meet year-to-date
targets outlined in its operating plan for service revenue, cash
in bank accounts, operating expenses, third-party maintenance
and service EBITDA (earnings before interest, taxes,
depreciation, and amortization). The performance targets were
established for Global Crossing (excluding Asia Global Crossing)
in the operating plan presented to its creditors in March.

Consolidated results for the month of July that include Asia
Global Crossing and that are reported in the Monthly Operating
Report (MOR) filed with the U.S. Bankruptcy Court in the
Southern District of New York are summarized later in this press
release.

OPERATING RESULTS (excluding Asia Global Crossing)

In July 2002, Global Crossing reported $231 million in service
revenue, $6 million above the service revenue target set forth
in the operating plan. Service EBITDA was reported at a loss of
$12 million, a loss $6 million greater than the July 2002
operating plan target. Year-to-date Service EBITDA continues to
exceed the target in the operating plan.

"In July 2002, our team continued to work towards the goals we
have outlined for ourselves and our creditors in the operating
plan," said John Legere, CEO of Global Crossing. "Now that our
future has been defined with our new investors, Hutchison
Telecommunications and Singapore Technologies Telemedia, we can
turn our complete attention to emerging from Chapter 11 as a
strong, healthy competitor - one that attracts new customers in
addition to retaining its current customer base."

Total cash in bank accounts beat targets set forth in the
operating plan, with $797 million as of July 31, 2002, compared
to a plan of $676 million. Operating expenses were $63 million
in July 2002, $3 million higher than the target in the operating
plan, while third-party maintenance costs were reported at $12
million, beating the operating plan target by $3 million.

OPERATING RESULTS (excluding Asia Global Crossing)

THROUGH JULY 2002
     METRIC        YTD RESULT      YTD OPERATING PLAN          
YTD IMPROVEMENT
                                        TARGET                   
ON TARGETS
Recurring
Service
Revenue  $1,695 million   $1,661 million    $34 million
Service
EBITDA   $(216) million   $(219) million    $3 million
Cash in Bank  $797 million     $676 million      $121 million
Operating
Expenses      $597 million     $599 million      $2 million

MOR RESULTS FOR JULY 2002

Global Crossing today filed a Monthly Operating Report (MOR) for
the month of July with the U.S. Bankruptcy Court for the
Southern District of New York, as required by its Chapter 11
reorganization process. These consolidated results in this MOR
include Asia Global Crossing and revenue from sales of capacity
in the form of IRUs (indefeasible rights of use) that occurred
in prior periods, recognized ratably over the life of the
relevant contracts.

Results reported in the July MOR include:

For continuing operations in July 2002, Global Crossing reported
consolidated revenue of approximately $249 million.  
Consolidated operating expenses were $75 million, while access
and maintenance costs were reported at $193 million in June
2002.

In addition, Global Crossing reported a consolidated GAAP
(Generally Accepted Accounting Principles) cash balance of
approximately $1,125 million as of July 31, 2002, including $366
million of cash held by Asia Global Crossing. Global Crossing's
$759 million GAAP cash balance (excluding Asia) is comprised of
$376 million unrestricted cash, $333 million in restricted cash
and $50 million of cash held by Global Marine.

Global Crossing reported a consolidated net loss of $145 million
for July 2002. Consolidated EBITDA was reported at a loss of $19
million.

Definitions and Notes

"Service Revenue" refers to revenue less (i) any revenue
recognized immediately for circuit activations that qualified as
sales-type leases and (ii) revenue recognized due to the
amortization of IRUs sold in prior periods and not recognized as
sales-type leases.

"Service EBITDA" refers to EBITDA (earnings before interest,
taxes, depreciation, and amortization) but excludes the
contribution of (i) any revenue recognized immediately for
circuit activations that qualified as sales-type leases and (ii)
revenue recognized due to the amortization of IRUs sold in prior
periods and not recognized as sales-type leases.

The results for Global Crossing (excluding Asia Global Crossing)
discussed in the "Operating Results (excluding Asia Global
Crossing)" section of this release have been prepared on a basis
consistent with targets presented to the creditors of Global
Crossing in March 2002, and include the results previously
reported in Monthly Operating Reports (MORs) prepared for the
months of February through June.  No such MOR was prepared for
the month of January. These operating results exclude Global
Marine (which is a discontinued operation), exclude any revenue
contribution of sales of capacity in the form of IRUs
(indefeasible rights of use), and reflect certain eliminations
and adjustments not detailed in the MORs for the months of
February through July. Cash balances reported in this section
are bank balances, not reflecting the estimated impact of
outstanding checks and other adjustments as required by GAAP.

The information contained in this press release is qualified in
its entirety by reference to the MORs for the months of February
through July, including the footnotes to the financial
statements contained therein, copies of which are available
through the U.S. Bankruptcy Court for the Southern District of
New York and on Global Crossing's Web site. The July MOR is
available at
http://www.globalcrossing.com/pdf/investors/inv_mor_july.pdf.

These MORs have been prepared pursuant to the requirements of
the Bankruptcy Code and the unaudited consolidated financial
statements contained in these MORs do not include all footnotes
and certain financial presentations normally required under
GAAP.  In addition, any revenues, expenses, realized gains and
losses, and provisions resulting from the reorganization and
restructuring of Global Crossing are reported separately as
reorganization items in these MORs.

As discussed more fully in these MORs, Global Crossing has not
yet filed its Annual Report on Form 10-K for the year ended
December 31, 2001. Global Crossing has agreed with the
Creditors' Committee in its Bankruptcy proceeding and with the
United States Trustee to the appointment of an examiner in the
Chapter 11 cases, whose role will consist of an examination of
the financial statements of Global Crossing and companies within
its control. The examination will include, (i) issuing an audit
opinion on Global Crossing's financial statements for the year
ended December 31, 2001, (ii) determining if any restatements or
adjustments of previously filed financial statements are
required (including those that may be required in light of the
August 2, 2002 notification by the staff of the Office of the
Chief Accountant of the SEC regarding accounting for exchanges
of telecommunications capacity under APB Opinion No. 29,
Accounting for Non Monetary Transactions) and (iii) issuing a
report regarding its findings.  Global Crossing's Board of
Directors is currently seeking to retain a new independent
public accounting firm to act as its new auditor, and it is
expected that the new accounting firm would also act as the
examiner in the Bankruptcy proceeding.

In addition, certain matters relating to Global Crossing's
accounting for, and disclosure of, concurrent transactions for
the purchase and sale of telecommunications capacity between
Global Crossing and its carrier customers are being investigated
by the U.S. Securities and Exchange Commission (SEC), the U.S.
Attorney's Office for the Central District of California, the
House of Representatives Financial Services Committee and the
House of Representatives Energy & Commerce Committee. Global
Crossing is also cooperating with a similar inquiry being
conducted by the Denver office of the SEC regarding another
telecommunications company, and has provided documents in
response to a subpoena it received from the New York Attorney
General Office's relating to an investigation of Salomon Smith
Barney. The U.S. Department of Labor is conducting an
investigation into the administration of Global Crossing's
benefit plans.  These investigations are described more fully in
the July MOR.

As previously announced, Global Crossing's net loss for the
three months ended December 31, 2001 is expected to reflect the
write-off of the remaining goodwill and other intangible assets,
which total approximately $8 billion. Furthermore, in light of
the terms contained in the previously announced agreement with
Hutchison Telecommunications and Singapore Technologies
Telemedia, Global Crossing has determined that it will write
down its tangible assets by at least $10 billion. The financial
information included within this press release and the MORs
reflect the write-off of all of the goodwill and other
identifiable intangible assets of $8 billion, but does not
reflect any write-down of tangible asset value.

Global Crossing is currently in the process of evaluating its
financial forecasts to determine the impairment of its long-
lived assets.  In addition, Global Crossing will write down Asia
Global Crossing's interest in Hutchison Global Crossing by $450
million, representing the difference between the proceeds
received and the carrying value of Asia Global Crossing's
interest in Hutchison Global Crossing, which was sold on April
30, 2002.  The write-off of the intangible assets, and the
write-downs of tangible assets are described more fully in the
July MOR.

Global Crossing provides telecommunications solutions over the
world's first integrated global IP-based network, which reaches
27 countries and more than 200 major cities around the globe.  
Global Crossing serves many of the world's largest corporations,
providing a full range of managed data and voice products and
services.  Global Crossing operates throughout the Americas and
Europe, and provides services in Asia through its subsidiary,
Asia Global Crossing.

On January 28, 2002, Global Crossing and certain of its
affiliates (excluding Asia Global Crossing and its subsidiaries)
commenced Chapter 11 cases in the United States Bankruptcy Court
for the Southern District of New York (Bankruptcy Court) and
coordinated proceedings in the Supreme Court of Bermuda. On the
same date, the Bermuda Court granted an order appointing joint
provisional liquidators with the power to oversee the
continuation and reorganization of the Bermuda-incorporated
companies' businesses under the control of their boards of
directors and under the supervision of the U.S. Bankruptcy Court
and the Supreme Court of Bermuda. On April 23, 2002, Global
Crossing commenced a Chapter 11 case in the Bankruptcy Court for
its affiliate, GT UK, Ltd. On August 4, 2002, Global Crossing
commenced a Chapter 11 case in the United States Bankruptcy
Court for the Southern District of New York for its affiliate,
SAC Peru Ltd. On August 30, 2002, Global Crossing commenced
Chapter 11 cases in the Bankruptcy Court for an additional 23 of
its affiliates (as specified in the July MOR) in order to
coordinate the restructuring of those companies with its
restructuring. Global Crossing expects to file coordinated
insolvency proceedings in the Bermuda Court for those affiliates
that are incorporated in Bermuda. These cases are expected to be
consolidated with the existing cases commenced in Bankruptcy
Court on January 28, 2002. Global Crossing does not expect that
the plan of reorganization, which it expects to file with the
Bankruptcy Court on or about September 16, 2002, would include a
capital structure in which existing common or preferred equity
would retain any value.

Please visit www.globalcrossing.com or
www.asiaglobalcrossing.com for more information about Global
Crossing and Asia Global Crossing.

For inquiries, contact Global Crossing:

Press Contacts

Tisha Kresler
+1 973-410-8666
Tisha.Kresler@globalcrossing.com
Kendra Langlie

Latin America
+1 305-808-5912
kendra.langlie@globalcrossing.com
Mish Desmidt

Europe
+44 (0) 7771-668438
Mish.Desmidt@globalcrossing.com

Analysts/Investors Contact
Ken Simril
+1 310-385-3838
investors@globalcrossing.com


EASYWIN PROPERTY: Court Sets October Winding Up Hearing
-------------------------------------------------------
Li Ying Ying of Room 1305, Tung Ma House, Fu Tung Estate, Tung
Chung, New Territories, Hong Kong is seeking for the winding up
of Easywin Property Agency Limited.

The petition was filed on July 23, 2002 at the High Court of
Hong Kong, and will be heard before the said court on October
16, 2002 at 9:30 a.m.


HONSON GARMENTS: Hearing of Winding Up Petition Set
---------------------------------------------------
The petition to wind up Honson Garments Limited is set for
hearing before the High Court of Hong Kong on September 18, 2002
at 9:30 am.

Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong, filed the petition
with the said court on June 27, 2002.


I-CHINA HOLDINGS: Lessens FY Net Loss to HK$222.307M
----------------------------------------------------
I-China Holdings Ltd reported a net loss of HK$222.307 million
for the year to March, against a loss of HK$261.301 million in
the previous year.

The company also said operating loss stood at HK$119.976 million
compared with a loss of HK$103.838 million in the year ago
period.

I-China Holdings only had sales of HK$3.437 million for the
fiscal year.


NEW WIN ENGINEERING: Faces Winding Up Petition
----------------------------------------------
Chan Sai Lun of Room 1158, Sand Martin House, Sha Kok Estate,
Sha Tin, New Territories, Hong Kong, is seeking for the winding
up of New Win Engineering Limited.

The petition was filed on June 27, 2002, and will be heard
before the High Court of Hong Kong on September 18, 2002 at
10:00 a.m.


SAINT HERO COMPANY: Winding Up Petition Set for October
-------------------------------------------------------
The date for hearing of the petition to wind up Saint Hero
Company Limited is scheduled for October 2 at 9:30 a.m. at the
High Court of Hong Kong.

Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong filed the petition on
July 8.


=========
J A P A N
=========


ALL NIPPON: JCR Downgrades Rating to A-, Affirms J-1 Rating
-----------------------------------------------------------
Japan Credit Rating Agency (JCR) has downgraded All Nippon
Airways Co., Ltd.'s rating on the bonds outstanding from A to A-
while affirming the J-1 rating on the CP program.

Issues:
Amount(bn) / Issue Date / Due Date / Coupon
convertible bonds no.5
Y100 / Jun. 17, 1996 / Mar. 31, 2005 / 0.40%
bonds no.1
Y35 / Jun. 11, 1997 / Jun. 11, 2007 / 3.075%
bonds no.2
Y20 / Sept.19, 1997 / Sept.18, 2009 / 2.75%
bonds no.3
Y20 / Sept.19, 1997 / Sept.19, 2017 / 3.20%
bonds no.4
Y20 / Mar. 25, 1998 / Mar. 25, 2008 / 2.90%
bonds no.6
Y20 / Apr. 6, 1999 / Apr. 6, 2004 / 2.20%
bonds no.7
Y10 / Apr. 6, 1999 / Apr. 6, 2007 / 3.00%
bonds no.8
Y15 / July 29, 1999 / July 28, 2006 / 2.05%
bonds no.10
Y10 / Dec. 16, 1999 / Dec. 16, 2011 / 3.00%
bonds no.11
Y20 / Mar. 1, 2000 / Mar. 1, 2006 / 2.08%
bonds no.12
Y10 / Mar. 1, 2000 / Mar. 1, 2010 / 3.00%
bonds no.13
Y20 / Sept.21, 2001 / Sept.19, 2008 / 1.33%

CP:
Maximum: Y50 billion
Backup Line: 0%

All Nippon Airways (ANA) is Japan's major airline, having 50
percent shares in domestic lines. It has been expanding
international lines since it joined Star Alliance in October
1999.

The Japanese airline industry is beginning to get over the after
effect of terrorist attacks on the U.S. occurred in September
2001. However, the attacks had significant impact on the
industry, placing setback on its mid-term plan for improvement
in the earnings and financial structures.

JCR assigned A rating for ANA, assuming that it would carry out
the mid-term management plan, keeping the direction for
improvement in the cash flow generation capability and the
financial structure. The business environment has changed
drastically since September 2001. It will be difficult for ANA
to achieve the targeted plan. JCR downgraded the rating for the
Company from A to A-, accordingly.

ANA has carried out restructuring of the hotel business, selling
off and securitizing the offshore hotels, as well as overhauled
the lines jointly with the group companies to improve the
earnings. JCR will watch carefully the progress of the amended
mid-term plan and improvement in the earnings power and
financial structure to be reflected in the rating for the
Company.


ARAI-GUMI: Agrees to Join Efforts With Konoike
----------------------------------------------
Arai-Gumi Ltd has agreed with Konoike Construction Co to form a
capital and operational alliance, as part of Arai-Gumi's
restructuring scheme, Kyodo News reported Friday.

The move was led by their main lender Sumitomo Mitsui Banking
Corp (SMBC) to aid the struggling Arai-Gumi.

Meanwhile, AFX Asia reported that Arai-Gumi is asking creditor
banks, including Sumitomo Mitsui Banking Corp, for 64 billion
yen debt forgiveness as part of its restructuring plan.

The move will reduce the Company's capital to 300 million yen
from the current 3 billion, and the integration of its shares on
a two-for-one basis.

The Company is planning to cut staff to 450 within the next
three years from 997.


DAIKYO INC.: Government Approves Rehabilitation Plan
----------------------------------------------------
The Land, Infrastructure and Transport Ministry have approved
the filing of Daikyo Inc. to survive under the industrial
revitalization law, Kyodo News reported Friday.

Daikyo will receive lower registration taxes and an increase in
its capital to facilitate implementation of its rehabilitation
scheme.


GOLDWIN INC.: Downgrades Rating to BB-
--------------------------------------
Japan Credit Rating Agency (JCR) on Friday has downgraded the
rating of Goldwin Inc. on these bonds from BB+ to BB-.

Issue:
Amount(bn) / Issue Date / Due Date / Coupon
convertible bonds no.2
Y8 / July 28, 1994 / Sept. 30, 2003 / 1.00 percent

Goldwin is a major vendor of sportswear and sporting goods such
as Ellesse, The North Face and Championproducts.

The Company plunged into a large operating loss for fiscal 1997
through March 31, 1998. It turned into profitable for fiscal
1999, supported by the restructuring measures that had been
taken since then. The operating profit, however, began to drop
again with the sales reduced in fiscal 2000.

The weakening brand image of Ellesse and Championproducts caused
the sales to drop. Goldwin will not be able to plot a scenario
of increase in earnings as before, given the severe business
environment where sportswear and casual wear are competing each
other. In this circumstance increase in sales and cost
reductions will be difficult.

Although the interest-bearing debt has been declining, the debt
level remains high against the cash flows. With the earnings
lowering, the debt burden has actually increased. The owners'
equity was impaired by the loss incurred. The equity capital was
further impaired by the unrealized loss on real estate. It will
take time for the Company to reduce the debt and increase the
equity, given the expected earnings power. It can not be denied
that the Company may have to extend additional support to the
affiliated companies and subsidiaries. The financial support to
them including problem of return of deposits for golf course
membership should be aware of as an intermediate- to long-term
risk.


HYAKUJUSHI BANK: Moody's Reviews Rating For Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed Hyakujushi Bank's Baa1
long-term deposit rating and D bank financial strength rating
under review for possible downgrade. The review does not include
the bank's Prime-2 short-term deposit rating.

The review was prompted by deteriorations in both Hyakujushi's
financial fundamentals and its operating environment as
deflationary trends persist. Deflationary trends are reducing
lending opportunities and pressuring the bank borrowers'
financial conditions. Hyakujushi continues to report high credit
costs relative to its pre-provision profits as the cash flow
generation of the borrowers has been seriously weakened.

Moody's review will focus on the bank's future asset quality
trends, as well as its strategy and ability to enhance earnings
in the current difficult environment and in light of the small
local market in which it operates.

Hyakujushi is a first-tier regional bank with large shares of
both the markets for deposits and loans in Kagawa prefecture.

The following ratings were placed under review for possible
downgrade:

Hyakujushi Bank Limited - the Baa1 long-term deposit rating and
D bank financial strength rating.


JAPAN OIL: Widens Net Loss to JPY194.2B
---------------------------------------
Japan National Oil Corp (JNOC) incurred a net loss of 194.2
billion yen in 2001, up sharply from a loss of 69.6 billion yen
a year ago, Kyodo News reported Saturday.

The state oil firm, which is to be dissolved within three years,
said the net loss ballooned as it put up more loss provisions
against its loans and investments.


KYOWA PERFUMERY: Tokyo Court Declares Bankruptcy
------------------------------------------------
The Tokyo District Court has declared Kyowa Perfumery & Chemical
Co. bankrupt, Kyodo News reports.

Kyodo Perfumery is a medium-ranking food flavoring agents maker
hit by revelations that it had produced and sold products using
unauthorized ingredients.

The Company has liabilities worth 1.6 billion yen, and the
amount could possibly increase after its finances are examined.

According to Asahi Shimbun, investigators searched the Tokyo
headquarters of Kyowa Perfumery and Chemical Co. in July over
the use of banned substances in flavoring agents produced by the
Company.

The investigators searched the Company's plant in Ibaraki
Prefecture, its laboratory in Zama, Kanagawa Prefecture, and the
home of its President, Akio Hirase, in Machida, Tokyo.

Ibaraki prefectural health officials said the Company used the
banned substances in about 450 food-flavoring products. They
were shipped to about 600 clients, including big-name food
manufacturers, in 44 prefectures.

Kyowa Perfumery and Chemical executives have admitted their
Company used some of the banned substances for over 30 years.
The chemicals are acetaldhyde, propionaldehyde, castor oil,
dimethylbutylaldehyde and isopropanol.


NIPPON MEAT: Borrows JPY40B to Survive 60% Sales Fall
-----------------------------------------------------
Nippon Meat Packers Inc. borrowed a total of 40 billion yen from
its four main banks to help survive the consequences of a recent
beef-mislabeling scandal that has caused sales to dive, the
Nihon Keizai Shimbun and AFX Asia reported Sunday.

The Company has borrowed 10 billion yen from each of the four
lenders namely including Norinchukin Bank, Sumitomo Mitsui
Banking Corp and Hyakujushi Bank, it said.

Nippon Meat Packers sales fall to less than 60 percent of year-
earlier levels since the scandal broke.


NIPPON TELEGRAPH: Moody's Assigns Aa2 Rating to JPY80B Bonds
------------------------------------------------------------
Moody's Investors Service has assigned a Aa2 rating to Nippon
Telegraph and Telephone Corporation's (NTT) 80 billion yen, 1.26
percent bonds, due 2012.

The rating reflects NTT's dominant position in Japan's growing
telecommunications market. NTT plays a vital role in providing
the infrastructure for Japan's transition to a more information,
oriented economy, a role, which should ensure continued
regulatory and government support.

The rating also incorporates NTT's superior R&D ability. Despite
intensified competition in Japan's telecommunication market,
Moody's believes that NTT will keep its strong market position
going forward.

Nippon Telegraph and Telephone Corporation is the leading
telecommunications services provider in Japan.


SATO RESTAURANT: JCR Cuts Rating to BB+
---------------------------------------
Japan Credit Rating Agency (JCR) has downgraded the rating of
Sato Restaurant Systems Co., Ltd. on the following bonds from
BBB- to BB+.

Issue:
Amount (bn) / Issue Date / Due Date / Coupon
convertible bonds no.1
Y5 / Oct. 30, 1995 / Mar. 31, 2003 / 1.00%

Sato Restaurant Systems is a middle ranking restaurant chain
operator, primarily operating Japanese restaurants in Kansai
area.

The pretax profit for fiscal 2001 through March 31, 2002
increased over the previous fiscal year, covering the rise in
payroll and other fixed expenses with reductions in purchases.
The room for cost reductions, however, is limited while the
productivity has been lowering. The earnings structure is rigid
with the change of the fixed expenses into variable expenses
being slow.

The interest-bearing debt is large while the earnings are low.
Majority of the operating cash flows are used for capital
spending for the outlets. The Company has failed to reduce the
interest- bearing debt. It is unlikely that the Company's debt
service capability will improve sharply in the future.

The Company is beginning to take a strategy that differentiates
itself from peers as specialized Japanese restaurants,
strengthening the marketing. However, it will be difficult for
the Company to secure good earnings, taking into account the
weakness in its flexibility for changes in business environment
such as intensification of competition, facing sluggish sales at  
the existing restaurants. The effects of the new strategy are
uncertain while it will take time to change the earnings
structure to be flexible.

Improvement in the brand image through increase in the number of
outlets will be more important for the Company because it can no
longer diversify the business risk through different types of
restaurants. The Company lacks sufficient fund raising
capability for this purpose and will face difficulty in
expanding the business in a fast manner. In general, Sato
Restaurant Systems will have difficulty in responding to rapid
changes in the business environment in the future.

According to Wright Investor's Service, at the end of 2002, Sato
Restaurant Systems Co., Ltd. had negative working capital, as
current liabilities were 8.72 billion yen while total current
assets were only 4.17 billion yen.


TAISEI FIRE: Creditors Okay Rehabilitation Plan
-----------------------------------------------
Creditors of Taisei Fire & Marine Insurance Co. have approved
its rehabilitation plan at a creditors' meeting on Friday, Kyodo
News reports.

The Tokyo District Court is expected to approve the plan on
Saturday.

Sompo Japan Insurance Inc will sponsor to rebuild Taisei Fire,
which is currently under the protection of a special
rehabilitation law for insurers.


=========
K O R E A
=========


CHOHUNG BANK: Government Rejects 51% Stake Sale Reports
-------------------------------------------------------
The government had rejected earlier reports of the Chosun Ilbo
that it has not decided to sell a stake of more than 51 percent
in Chohung Bank to a single investor.

"The report is not true," the ministry said in a statement.

The privatization plan does not necessarily mean that it will
sell more than a 51% stake in Chohung Bank, according to the
statement. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 173,
September 2, 2002)


CHOHUNG BANK: Government Selling Stake to Single Buyer
------------------------------------------------------
An unnamed Finance and Economy Ministry official said the
government, who currently holds an 80.01 percent stake in
Chohung Bank, has decided to sell more than 51 percent of the
bank to one investor, rather than distributing the stake to a
number of investors, Chosun Ilbo daily reported.

While seeking investors for Seoulbank, the government found many
investors willing to take management control of local banks, the
official was quoted as saying.

TCR-AP reported that the Korean government has decided to
postpone its plan to sell off its 15 percent stake in Chohung
Bank to foreign investors later this year.

The state-run Korea Deposit Insurance Corp. (KDIC) now owns 80
percent of Chohung Bank as the government injected 2.71 trillion
won into the bank to normalize its operation amid the 1997-1998
financial crisis.


HYNIX SEMICONDUCTOR: Creditors May Ask Samsung to Take Over
-----------------------------------------------------------
Some creditors of Hynix Semiconductor may consider asking
Samsung Electronics to temporarily acquire operations of the
troubled chipmaker in a bid to avert a court receivership, the
Korea Herald reports.

The restructuring outlook for Hynix is still unclear and even if
creditors agree on a unified choice, the road ahead will be
difficult, given that the chip sector is unlikely to stage a
dramatic turnaround any time soon.

Given that Samsung has long been a chief rival for Hynix in the
semiconductor sector, the "sleeping with the enemy" option is
also fraught with problems.

Reports said Samsung openly rejects the scheme. It does not want
to get entangled in a web of problems plaguing Hynix.

But backers of the plan for Samsung's temporary operations said
that few alternative measures are available to prevent Hynix
from falling into court receivership or liquidation.


KOREA THRUNET: Implementing Corporate Restructuring Plans
---------------------------------------------------------
Since the second half of 2001, Korea Thrunet has been
successfully implementing a series of corporate restructuring
plans. In 2001, in aiming to focus on its broadband Internet
access and enterprise network business, the Company sold such
assets as equity stakes in a number of system operators and real
estate holdings.

Starting in the second quarter of 2002, the Company entered a
new phase of restructuring plans to focus on the broadband
Internet access business in order to enhance Thrunet's operating
efficiency and improve the Company's financial structure.

As a part of the newly staged restructuring plans, the Company
entered into an asset transfer agreement with SK Global, Co.,
Ltd. (SKG) on July 5, 2002 to transfer to SKG a portion of its
assets relating to its domestic leased line business, including
its local fiber optic network and related equipment.

Through this asset transfer, the Company plans to raise KRW
355.6 billion. The contract is expected to close within the
third quarter of 2002.

The Company completed the sale of a portion of its own HFC
network, including related equipment used with the HFC Network,
to Powercomm Corporation (Powercomm) on August 6, 2002. The
total sale price for the assets transferred to Powercomm was KRW
45 billion. Additionally, the Company sold its headquarter
building in Seoul to Carlyle Asia Real Estate LLC at KRW 38
billion on August 16, 2002. In total, the Company plans to raise
approximately KRW 438.6 billion, of which it has already raised
KRW 83.0 billion to date through the sale of its HFC network and
headquarter building.

The leased line and broadband Internet access markets in Korea
are highly competitive. In the leased line market, KT
Corporation (KT) and Powercomm are the dominant players, with
over 75 percent of the market share. Other players, including
Korea Thrunet, each maintain less than 10 percent of the market
share. With KT and Powercomm monopolizing the leased line market
and, hence leaving insufficient growth potential for other
players, the Company has decided to focus more greatly on its
broadband Internet access business that has higher growth
potential. Given this competitive market environment, the
Company therefore has needed to optimize the utilization of its
assets and improve its operating efficiency.

The restructuring plan should also enable Thrunet to restore
stability to its financial structure, especially in terms of the
balance sheet, by lowering its debt level and enhancing its cash
liquidity. Facilities-based telecommunications services
companies typically require large investments in the initial
stage of the business. Over the past couple of years, the
Company had to rely heavily on debt financing for investment due
to unfavorable conditions of the stock market. This has
negatively impacted the balance sheet of the Company, even
though the Company has been showing improvements in
profitability by recording positive EBITDA in 4Q 2000 and
positive operating income in 1Q 2002.

Korea Thrunet plans to achieve the following two objectives with
the successful completion of its assets sales. The first
objective of the Company's restructuring plans is to improve its
financial structure by lowering its debt level, which would lead
to a decrease in the total liabilities-to-total equity ratio.
The Company expects to meet its debt services and debt repayment
obligations due this year with a majority of proceeds from
assets sales. In addition, Thrunet is also talking to its major
creditors who are owed an aggregate amount of at least KRW 10
billion to convert their debt into equity.  Thrunet is
additionally seeking to raise foreign capital in the form of a
private placement by the first half of 2003.

Secondly, Korea Thrunet's restructuring plan is designed to
maximize its return on investment by focusing on its broadband
Internet access business, which maintains a higher growth
potential. In this regard, the Company plans to spend some
portion of its proceeds from assets sales to further growth of
its broadband Internet access business by strengthening sales
and marketing and promotional efforts.

Participation in Dacom-Led Consortium to Bid for Powercomm
Stakes Korea Thrunet signed a Memorandum Of Understanding (MOU)
on August 27, 2002 with Dacom Corporation (Dacom), a major
Korean fixed line telecommunications carrier, to participate in
a Dacom-led consortium that is bidding for shares of Powercomm.
Korea Electric Power Corporation (KEPCO) is selling an initial
30 percent stake in Powercomm and the successful buyer will have
an option to buy additional stakes, up to a total of 54 percent.

Thrunet plans to invest up to KRW10 billion through the Dacom-
led consortium. The consortium anticipates that the stake for
which it is bidding would give it a significant presence in the
management of Powercomm. Thrunet believes that the consortium
led by Dacom, a major provider of long-distance and leased line
telecommunications services, and supported by Thrunet, a major
provider of broadband Internet services, is in a strong position
to win the bid for Powercomm shares.

According to Wright Investors Service, at the end of 2001, Korea
Thrunet Co Ltd had negative working capital, as current
liabilities were 673.81 billion Korean Won while total current
assets were only 258.87 billion Korean Won.


KOREA THRUNET: Unveils New Shares Issuance
------------------------------------------
Korea Thrunet Co., Ltd., a major provider of broadband Internet-
access services and enterprise network services in Korea, today
announced that the Company has issued new equity shares in the
aggregate amount of KRW 88.8 billion to TriGem Computers, Inc.
(Trigem) and Naray & Company, Inc. (Naray).  Both Trigem and
Naray have agreed to convert their bonds, in the amount of KRW
59.2 billion and KRW 29.6 billion, respectively, into equity
shares.  After the issuance of the new shares, Trigem and
Naray's stakes in the Company have increased to 32 percent from
14 percent and to 17 percent from 9 percent, respectively.

After getting approval from shareholders in an extraordinary
shareholders meeting on August 2, 2002, the Company contacted
its major creditors who maintained more than KRW 10 billion in
bond holdings of Thrunet, asking their willingness to
participate in a debt-to-equity conversion.  Both Trigem and
Naray elected to participate in the capital increase of the
Company.

The Company stressed that the recently announced asset sales
program, which has aggregated approximately KRW 440 billion to
date including the sale of its leased line assets to be
completed within the third quarter of this year, has been
successful so far, and has resulted in additional reduction of
KRW 88.8 billion in its debt, which will greatly enhance the
financial stability of the Company.

Sang Woo Kim, Senior Vice President of the Company stated, "We
are very pleased with the results of our recent restructuring
plans, including the debt-to-equity conversion by our major
shareholders.  We have almost completed the first phase of our
restructuring plan to sell assets, and this debt-to- equity
conversion will further improve our balance sheet.  Going
forward, we will concentrate on raising foreign capital, which
will conclude the final stage of our corporate restructuring
efforts."

Founded in July 1996, Korea Thrunet Co., Ltd. is a major
provider of broadband Internet access services and enterprise
network services in Korea. The first to offer broadband Internet
services in Korea, with 1,305,779 paying end-users at the end of
July 2002, Korea Thrunet's network currently passes over 8.3
million homes.  Thrunet service features "always-on" Internet
access at speeds up to 100 times faster than traditional dial-up
Internet access.  On the enterprise network side, Korea Thrunet
provides dedicated leased line services, including IP-based
value-added services, to more than 1,000 corporate customers,
with major Korean telecommunications companies such as SK
Telecom accounting for a substantial majority of enterprise
network revenues.

Korea Thrunet's principal offices are located at 1337-20,
Seocho-2 dong, Seocho-ku, Seoul, Korea 137-751.

For inquiries, contact Korea Thrunet at telephone 822-3488-8058
or fax 822-3488-8511, or visit the company's website at
http://www.thrunet.com.


===============
M A L A Y S I A
===============


ACTACORP HOLDINGS: Amin Shah Buying PSC Asset Holdings From PSCI
----------------------------------------------------------------
PM Securities Sdn Bhd, on behalf of the Board of Directors of
Actacorp Holdings Berhad wishes to announce that the Company on
29 August 2002 received a letter of offer dated 29 August 2002
from Amin Shah Holdings Sdn Bhd (ASH) offering to assign to the
Company its rights to purchase the entire equity interest of PSC
Asset Holdings Sdn Bhd (PSCA) from PSC Industries Berhad (PSCI)
under a conditional share sale agreement dated 13 December 2001
(SSA) for a purchase consideration of up to RM70 million.

The Proposed Assignment forms an integral part of the efforts by
the Company and one of its major shareholders of the Company,
namely Y. Bhg. Tan Sri Dato' Amin Shah bin Haji Omar Shah (TSAS)
to restructure and regularize the financial conditions of the
Company and its subsidiaries as required under Practice Note No.
4 of the Listing Requirements of the Kuala Lumpur Stock Exchange
(KLSE).

The Board had on 29 August 2002 decided to accept the letter of
offer from ASH, subject to certain conditions precedent as
mentioned in Section 1 (c) below. Concurrently, the Board has
also adopted a new proposed restructuring scheme of the Company,
which would, amongst others, involve the proposed acquisition of
PSCA. Details of the Proposed Restructuring Scheme are set out
in Section 2.

1. PROPOSED ASSIGNMENT

(a) Details of the Proposed Assignment
On 13 December 2001, ASH had entered into the said conditional
SSA with PSCI and Penang Shipbuilding & Construction Sdn Bhd
("PSC") to acquire the entire equity interest in PSCA from PSCI
for a purchase consideration of up to RM70 million.

Under the Proposed Assignment, ASH shall assign its rights of
acquiring the entire equity interest in PSCA from PSCI for a
purchase consideration of up to RM70 million to Actacorp,
subject to the provisions of Section 132e of the Companies Act,
1965 and Paragraph 10.08 of the Listing Requirements of the
KLSE.

(b) Rationale of the Proposed Assignment
The rationale of the Proposed Assignment is to facilitate the
Proposed Acquisition of PSCA which will provide the Company with
a new source of income generating business with the objective to
regularize the financial condition of the Company. PSCA is
principally involved in property investment, commercial letting
of apartment buildings, building management and provision of
property management services.

Presently, PSCA is the owner and property manager of a
commercial building known as "Menara PSCI" erected on a freehold
land located at Lot Nos. 1199, 1197 and 1198, Section 13, North
East District of Penang, Penang.

(c) Conditions for the Proposed Assignment
The Proposed Assignment shall be subject to, inter-alia, the
following conditions:

(i) the agreement by PSCI and PSC for the Proposed Acquisition
of PSCA;
(ii) the agreement by OCBC Bank (Malaysia) Berhad ("OCBC"),
being the secured financial institutional creditor which is
holding Menara PSCI as collateral for the loan facilities
granted to PSCA and PSC;
(iii) the appointment of an independent adviser pursuant to
provisions under paragraph 10.08 of the Listing Requirements of
the KLSE for the Proposed Acquisition of PSCA; and
(iv) the approvals of the directors and shareholders of PSCI and
Actacorp.

2. PROPOSED RESTRUCTURING SCHEME

(a) Details of the Proposed Restructuring Scheme
The Proposed Restructuring Scheme is envisaged to comprise the
following steps:

(i) Proposed Incorporation of NewCo
A newly incorporated company (NewCo) shall be identified as the
vehicle to implement the Proposed Restructuring Scheme and
eventually take over the listing status of Actacorp on the Main
Board of the KLSE.

(ii) Proposed Share Swap
NewCo shall offer to all the existing shareholders of the
Company to acquire all the existing ordinary shares of RM1.00
each in the Company ("Actacorp Shares") and in consideration to
issue to the existing shareholders of the Company new ordinary
shares of RM0.50 each in NewCo ("NewCo Shares") on the basis of
one (1) NewCo Share of RM0.50 each for every ten (10) existing
Actacorp shares.

(iii) Proposed Disposal of Actacorp
NewCo shall dispose of the entire issued and paid-up share
capital of Actacorp for a nominal consideration of RM1.00.

(iv) Proposed Settlement of Debts and Creditors' Scheme
NewCo shall undertake to settle part of the outstanding debts
owing to the creditors of Actacorp amounting up to RM25 million
in the following manner:

(aa) cash payment of up to RM15 million from the proceeds
arising from the Proposed Rights Issue and Proposed Special
Issue (as defined below); and

(bb) settlement of up to RM10 million in the form of issuance of
up to 20 million NewCo shares of RM0.50 each.

(v) Proposed Acquisition of PSCA
NewCo shall acquire the entire issued and paid-up share capital
of PSCA from PSCI for an indicative purchase consideration of up
to RM70 million to be satisfied by way of issuance of up to 140
million NewCo Shares and/or redeemable convertible secured
preference shares of RM0.10 each ("RCSPS") (collectively
referred to as the "Consideration Shares") to PSCI or person(s)
nominated by PSCI.

It is envisaged that TSAS shall enter into certain arrangements
for him or parties to be nominated to acquire a portion of the
Consideration Shares in order to maintain his major
shareholdings in the restructured NewCo Group.

(vi) Proposed Rights Issue
NewCo shall undertake a rights issue of new NewCo Shares (Rights
Shares) to the existing shareholders of Actacorp after the Share
Swap exercise on the basis of two (2) Rights Shares with two (2)
detachable warrants ("Warrants") for every one (1) NewCo Share
held by the existing shareholders of Actacorp after the Share
Swap exercise at an indicative issue price of RM0.50 per Rights
Share.

(vii) Proposed Special Issue
NewCo shall undertake a special issue of up to 28 million new
NewCo Shares ("Special Shares") with 14 million Warrants to TSAS
at an indicative issue price of RM0.50 per Special Share.
(viii) Proposed Transfer of Listing Status of Actacorp to NewCo
NewCo shall apply for the transfer of the listing status of
Actacorp on the Main Board of the KLSE to NewCo.
The abovementioned proposed transactions shall be inter-
conditional upon completion of all such transactions.
(b) Rationale of the Proposed Restructuring Scheme
Since the Company was first classified as an "affected listed
issuer" under PN4, it has proposed and undergone several
restructuring schemes with the intention to regularise the
financial conditions of the Group. However, the previous
restructuring exercises had unfortunately fell through due to
unforeseen circumstances.

In view of the limited time period for affected companies
classified under PN4 to restructure and regularise their
financial conditions, the Board is of the view that the Proposed
Restructuring Scheme will provide the Company a sole opportunity
to set itself on a better financial footing to undertake new
business ventures via NewCo and at the same time maximise the
recovery to the creditors of the Company in the event of
liquidation of the Group.

(c) Conditions Precedent
The Proposed Restructuring Scheme shall be subject to, inter
alia, the following conditions precedent:

(i) the execution of the formal definitive agreements in respect
of the Proposed Restructuring Scheme;
(ii) the agreement by OCBC for the Proposed Acquisition of PSCA;
(iii) approval of the Securities Commission;
(iv) approval of the Foreign Investment Committee;
(v) approval of the KLSE;
(vi) approval of the directors and shareholders of Actacorp and
PSCI;
(vii) approval of the creditors of Actacorp and the sanction of
the High Court of Malaya for the creditors' schemes of
arrangement pursuant to Section 176 of the Companies Act, 1965;
(viii) satisfactory due diligence audit on PSCA and Menara PSCI;
and
(ix) approvals of any other relevant authorities and/or parties.

3. FINANCIAL EFFECTS

The financial effects of the Proposed Restructuring Scheme shall
be announced at a later date upon finalization of the terms and
conditions of the same.

4. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

TSAS who is the Chairman and a major shareholder of Actacorp is
also a director of and a major shareholder of PSCI, PSCA and
ASH. As such, TSAS is deemed interested in the Proposed
Assignment and thus the Proposed Acquisition of PSCA.

Further, TSAS is expected to subscribe for the Special Shares
under the Proposed Special Issue exercise by NewCo as mentioned
in Section 3(a)(vii) above and enter into certain arrangement to
acquire a portion of the Consideration Shares after the Proposed
Acquisition of PSCA as mentioned in Section 3(a)(v) above. As
such, TSAS will also be deemed to be interested in the Proposed
Special Issue exercise and thus, the Proposed Restructuring
Scheme as all the exercises within the Proposed Restructuring
Scheme are inter-conditional. Accordingly, he has abstained and
will continue to abstain from any board deliberations and voting
on the Proposed Assignment and Proposed Restructuring Scheme.

En. Azlan Shah bin Haji Omar Shah, who is the brother of TSAS
and a director of Actacorp is also a director of PSCI, PSCA and
ASH. En. Idris bin Zakaria, a director of Actacorp is also
sitting on the board of directors of PSCI. As such, TSAS, En.
Azlan Shah bin Haji Omar Shah and En. Idris bin Zakaria are
deemed interested in the Proposed Assignment and thus the
Proposed Acquisition of PSCA. Accordingly, they have abstained
and will continue to abstain from any board deliberations and
voting on the Proposed Assignment and Proposed Acquisition of
PSCA.

Save as disclosed above, none of the other directors of Actacorp
has any interest in the Proposed Assignment and the Proposed
Restructuring Scheme.

5. ADVISER

PM Securities, an approved Universal Broker, has been appointed
by the Board as Adviser of Actacorp for the Proposed
Restructuring Scheme.

6. ANNOUNCEMENT UPON EXECUTION OF DEFINITIVE AGREEMENTS

A detailed announcement on the Proposed Restructuring Scheme
will be made upon finalization and execution of the definitive
agreements at a later date.


AUTOWAYS HOLDINGS: Selling Subsidiaries to Implement Debt Rehab
---------------------------------------------------------------
The economic crisis in 1997/1998 had adversely affected Autoways
Holdings Berhad's principal business activities and as a result,
the income from existing activities has substantially reduced
and hence the Group registered an accumulated loss of RM477
million as at 31 December 2001.

The Group intended to salvage its deteriorating financial
position compounded by increasing pressure from its creditors,
to prevent its further impairment to its operating activities.
However, AHB and Autoways Construction Sdn Bhd (ACSB) were
served with a winding up petition on 11 June 2001 and
subsequently the High Court of Kuala Lumpur gave an order on 8
May 2002 to wind up AHB and ACSB (Order). AHB and ACSB have
subsequently filed an application that the Order be given a stay
pending the appeal by AHB and ACSB.

On 23 August 2002, AHB announced the Judge of the High Court
ordered that the hearing for the application for stay of
execution be adjourned to 10 September 2002 to enable the
parties to negotiate an amicable settlement.

In the interim, the Company has sought the consent of the
Official Assignee (OA) for a proposed restructuring scheme. The
OA decisions are pending as at to-date.

In view of the above, the Group proposes a restructuring scheme
to address the concerns of its creditors and shareholders. AHB
had on 1 March 2002 entered into a memorandum of understanding
with Kumpulan Liziz Sdn Bhd (KLSB) and Green Leaf Resources Sdn
Bhd (GLRSB) to undertake the Proposed Restructuring Scheme.

AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of AHB wishes to announce that
the Company, having agreed the proposed terms of acquisition of
the Proposed Subsidiaries and the Proposed Restructuring Scheme
with the Vendors, will enter into the relevant conditional sales
and purchase agreements (CSPA) with the vendors of the Proposed
Subsidiaries and restructuring scheme agreement (RSA) to
undertake the implementation of the Proposed Restructuring
Scheme.

THE PROPOSED RESTRUCTURING SCHEME

In summary, the Proposed Restructuring Scheme to be undertaken
by AHB is comprised of:

a) Proposed Capital Reduction and Consolidation whereby the
existing issued and paid up share capital of AHB of RM25,470,840
comprising of 25,470,840 Shares will be reduced to RM2,547,084
comprising 25,470,840 ordinary shares of RM0.10 each and
subsequently consolidate ten (10) such ordinary shares of RM0.10
each to one (1) ordinary share of RM1.00 in AHB;

b) Proposed Set-off in the Share Premium amounting to
RM27,205,735 against Accumulated Loss of AHB;

c) Proposed Incorporation of Newco for the purpose of the Debt
Restructuring Scheme;

d) Proposed Scheme of Arrangement;

e) Proposed Settlement;

f) Proposed Disposal/ Liquidation of AHB Group other than ACSB;

g) Proposed acquisition of the Proposed Subsidiaries by Newco
for a purchase consideration of RM60 million to be settled via
issuance of 60,000,000 new ordinary shares in Newco at an issue
price of RM1.00 per share (Share);

h) Proposed Special Issue of 10,000,000 new NewCo Shares at an
issue price of RM1.00 per new Share to one or more bumiputera
investor(s) approved by the Ministry of International Trade and
Industries;

i) Proposed Waiver from the Mandatory Take-over Offer
Requirement; and

j) Proposed Transfer of Listing Status.

PROPOSED CAPITAL REDUCTION AND CONSOLIDATION
PROPOSED SET-OFF OF SHARE PREMIUM AGAINST ACCUMULATED LOSS

Proposed Capital Reduction and Consolidation

As part of the Proposed Restructuring Scheme, AHB is proposing a
capital reduction of its issued and paid share capital from
RM25,470,840 comprising 25,470,840 ordinary shares of RM1.00
each to RM2,547,084 comprising 2,547,084 ordinary shares of
RM1.00 each.

Such reduction shall be effected by the cancellation of the
paid-up capital to the extent of 90 sen of each of the existing
ordinary shares of RM1.00 each. Forthwith upon the reduction of
paid-up capital taking effect, the issued and paid-up share
capital of AHB shall be consolidated in such manner that every
ten (10) ordinary shares of RM0.10 each shall constitute one (1)
ordinary share of RM1.00 each upon which the sum of RM1.00 each
shall be credited as having been fully paid-up, thereby
consolidating the 25,470,840 ordinary shares of RM0.10 each into
2,547,084 ordinary shares of RM1.00 each (Consolidated Share).
3.2 Proposed Set-off of Share Premium Against Accumulated Loss
Based on the latest audited accounts of AHB for the financial
year ended 31 December 2001, AHB's share premium account stood
at RM27,205,735. The share premium account represents the
cumulative premium from issuance of new ordinary shares above
par. AHB, pursuant to Section 64(1)(b) of the Companies Act
proposes to apply its entire share premium account to set-off
its accumulated losses. The Proposed Set-off of Share Premium
against Accumulated Loss is subject to Court approval.

PROPOSED INCORPORATION OF NEWCO

It is proposed that a Newco with an issued and paid up share
capital of RM2.00 will be incorporated to undertake the Proposed
Restructuring Scheme.

PROPOSED SCHEME OF ARRANGEMENT

Upon completion of the Proposed Capital Reduction and
Consolidation, Proposed Set-Off of Share Premium against
Accumulated Loss and Proposed Acquisition of the Proposed
Subsidiaries, it is proposed that the Consolidated Shares be
exchanged with the new Shares in Newco on the basis of one (1)
new Shares in Newco for every one (1) Consolidated Share held in
AHB (Share Swap). Upon completion of the proposed Share Swap,
AHB shall become the wholly owned subsidiary company of Newco.

PROPOSED SETTLEMENT

The Proposed Settlement will involve AHB, ACSB and Autoways
Development Sdn Bhd (ADSB) in respect of amounts due to
creditors at a cut off date on 31 May 1998 (Cut-off Date). The
Cut-off Date was considered as the operations in AHB, ACSB and
ADSB had substantially reduced and in addition, there were no
significant increase in new creditors from the Cut-off Date to
the current date. The increase in the creditor balances from the
Cut-off Date to 31 December 2001 was mainly due to interest
accruals and provision for liabilities arising from existing
creditors.

As at the Cut-off Date, the total debts owing to the creditors
amounted to RM222 million and has been fully assumed in the
computation of the settlement arrangement in this Proposed
Settlement.

The Proposed Scheme of Arrangement and Compromise Repayment
shall involve the following:

Scheme A : Scheme of Arrangement between AHB and its Unsecured
Creditors.

Scheme B : Scheme of Arrangement between ACSB and its Partially
Secured Creditors.

Scheme C : Scheme of Arrangement between ACSB and its Unsecured
Creditors.

Settlement Arrangement

Scheme A - Scheme of Arrangement between AHB and its Unsecured
Creditors

As at the Cut-Off Date that, the total outstanding debt owing to
AHB's Unsecured Creditors amounted to approximately RM146.8
million.

Scheme B - Scheme of Arrangement between ACSB and its Partially
Secured Creditors

As at the Cut-Off Date that, the total outstanding debt owing to
ACSB partially secured creditors amounted to approximately
RM11.1 million.

Scheme C - Scheme of Arrangement between ACSB and its Unsecured
Creditors

As at the Cut-Off Date that, the total outstanding debt owing to
ACSB's unsecured creditors amounted to approximately RM63.6
million.

All interest accrued, including any penalty charges, after the
Cut-Off Date, where relevant, shall be completely waived.
The settlement arrangement with creditors of Scheme A, Scheme B
and Scheme C will be:

* 30% of total outstanding debts will be settled via the
issuance of Irredeemable Convertible Preference Shares (ICPS) of
Newco upon the novation of AHB and ACSB debts to Newco. Newco
will subsequently issue ICPS at an issue price of RM1.00 per
ICPS with a par value of RM0.50 each on a basis of one (1) ICPS
for every RM1.00 of debt noveted.

The ICPS issued to the respective creditors will be listed and
the ICPS shall be convertible into ordinary shares of Newco on
the basis of one new ordinary share for every two (2) ICPS held
on the fifth anniversary date of the issue of the ICPS.
Therefore upon full conversion of the ICPS on the fifth (5)
anniversary date of the issue of the ICPS, the total number of
new ordinary shares of RM1.00 each in Newco to be issued would
be approximately RM33 million.

Proposed Settlement

Please refer to http://bankrupt.com/misc/autoways_settlement.pdf
for further details.

* Concurrent with the issuance of ICPS, AHB Group (excluding
ACSB) will be liquidated or disposed of.

Summary of Proposed Scheme of Arrangement (Scheme A, Scheme B,
Scheme C)

The Proposed Scheme of Arrangement and Compromise Repayment for
AHB Group is summarized below.

Creditors              Creditors  No. of ICPS  No. of shares
                         RM'000     RM'000    upon conversion
                                              of the ICPS ('000)
AHB Unsecured Creditors  146,793    44,038         22,019
ACSB Partially Secured   11,069      3,321          1,661
Creditors
ACSB Unsecured Creditors  63,644    19,093          9,546
Total                    221,506    66,452         32,226

Salient features of the ICPS

Please refer to http://bankrupt.com/misc/icps.pdffor details.

Proof of Debts and Cut-Off Date

The confirmation of Scheme A, Scheme B and Scheme C creditors'
balances are subject to a proof of debt exercise and
confirmation of their status as creditors of the AHB Group.

PROPOSED DISPOSAL/ LIQUIDATION OF AHB GROUP OTHER THAN ACSB

Upon completion of the Proposed Listing Transfer, Newco proposes
to liquidate or dispose of AHB Group except ACSB, which will be
retained in the Newco Group.

PROPOSED ACQUISITION OF PROPOSED SUBSIDIARIES

Newco will enter into a CSPA with the vendors of the Proposed
Subsidiaries to acquire the entire issued and paid up share
capital of each of the companies comprising the Proposed
Subsidiaries for a total consideration of RM60,000,000 to be
satisfied by the issuance of 60,000,000 new Shares in Newco at
an issue price of RM1.00 per new Share. Please refer to
http://bankrupt.com/misc/klsb.pdffor the NTA position of KLSB  
and GLRSB based on the latest audited accounts.

Information on KLSB

KLSB was incorporated on 26 June 1981. Its principal activities
are building construction, general and specialized civil
engineering works, which include dredging, land reclamation and
infrastructure works.

The present authorized share capital of KLSB is RM10,000,000
comprising 10,000,000 ordinary shares of RM1.00 each, of which
10,000,000 ordinary shares of RM1.00 each have been issued and
are fully paid-up.

The Directors of KLSB are Ghazali bin Abdul Halim and Liew Ah
Kau. The shareholders of KLSB are Ghazali bin Abdul Halim, Liew
Ah Kau and Liew Ah Yong, each holding 70%, 20% and 10% equity
interest in KLSB respectively.

For the financial period ended 30 September 2001, KLSB has
recorded a profit after tax of RM3.22 million.

A summary of the historical results of KLSB is set out in
http://bankrupt.com/misc/klsb.pdf.

Information on GLRSB

GLRSB was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 1 March 1996. GLRSB's principal
activity is project management and consultancy for construction
companies.

The present authorized share capital of GLRSB is RM500,000
comprising 500,000 ordinary shares of RM1.00 each of which
300,000 have been issued and fully paid up.

The Directors of GLRSB are Ahmad Najib bin Ariffin and Fadzil
bin Ahmad who are also the shareholders of GLRSB, each holding
50.0% equity interest in GLRSB respectively.

For the financial period ended 30 June 2001, GLRSB has recorded
a profit after tax of RM0.557 million.

A summary of the historical results of KLSB is set out in
http://bankrupt.com/misc/klsb.pdf.

Basis for the Purchase Consideration

The purchase consideration was arrived at on a "willing-buyer
and willing-seller" basis with due consideration to the
guaranteed profit after taxation of RM12,000,000 (Guaranteed
PAT) given collectively by the vendors of KLSB and GLRSB for
each of the two (2) financial years ending 30 September 2003 and
2004. Based on the Guaranteed PAT of RM12,000,000 the purchase
consideration represents a Price earning multiple of 5 times.

Salient Terms of the CSPA

The Company and the Vendors are in the process of finalizing the
final terms of the CSPA. However, the Vendors expressly
acknowledge that 50% of the Consideration Shares to be issued
pursuant to the Proposed Acquisition of the Proposed
Subsidiaries shall be subject to moratorium for such periods not
exceeding three years (provided always that after the first year
of the three (3) years moratorium, the Vendors are allowed to
sell up to one-third per annum on a straight line basis) and
upon such terms as the SC may require or stipulate.

PROPOSED SPECIAL ISSUE

Newco is proposing a special issue of 10,000,000 new ordinary
shares of RM1.00 each in Newco at an issue price of RM1.00 per
share to Bumiputra investors.

The Proposed Special Issue will bring in proceeds amounting to
RM10 million, which will be utilized as working capital for the
Newco Group (Newco and its subsidiaries after the Proposals).

PROPOSED WAIVER FROM THE MANDATORY TAKE-OVER OFFER REQUIREMENTS

After the Proposed Acquisition, the Vendors will own 60,000,000
Newco Shares representing 82.7% of the issued and paid-up share
capital of Newco. By virtue of 6.1(a), Part II of the Malaysian
Code on Takeovers and Mergers 1998, the Vendors will be required
to make a mandatory take-over offer for all the remaining shares
in Newco not already owned by the Vendors (MGO).

The CSPAs will be conditional upon the SC granting a waiver to
the Vendors and parties acting in concert from having to
undertake the MGO. The Vendors will be seeking a waiver from the
requirements of the Code.

PROPOSED TRANSFER OF LISTING STATUS

Upon completion of the abovementioned proposals, Newco will be
the new holding company of AHB and the Proposed Subsidiaries.
The principal activity of Newco will be that of an investment
holding company.

The Proposed Transfer of Listing Status shall involve the
transfer of AHB's listing status to Newco whereby AHB Shares be
de-listed from the Official List of the Second Board of the
Kuala Lumpur Stock Exchange (KLSE) (Official List) and that
Newco Shares be admitted to the Official List.

Newco will be converted to a public company pursuant to
receiving the relevant approvals to facilitate the completion of
the Proposals.

Upon completion of the aforementioned proposals, it is proposed
that the entire issued and paid up share capital of Newco and
all the ICPS be listed on the Second Board of the KLSE.

STATUS OF NEW NEWCO SHARES

All new Shares of Newco to be issued pursuant to the Proposed
Acquisitions and the Proposed Special Issue and upon conversion
of the ICPS shall rank pari passu in all respects with the then
existing ordinary shares in issue of Newco, except that they
shall not be entitled to any rights, dividends, allotment and/or
other distributions, the entitlement date of which precedes the
date of issue of the ordinary shares.

RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME

This Proposed Restructuring Scheme is necessary to ensure that
the Group would be able to successfully turnaround with the aim
to:

(a) Enable AHB's creditors to recover amounts higher than those
possible in the event of a liquidation.
(b) Allow the existing shareholders, particularly the minority
public investors to recover some of their investment in AHB.

SEVERABILITY AND INTER-CONDITIONALITY

The Proposed Settlement between AHB and the AHB Scheme Creditors
are NOT CONDITIONAL upon the effectiveness of each Proposed
Settlement between ACSB and ACSB Scheme Creditors.

The Proposed Settlement between ACSB and ACSB Scheme Creditors
are however, CONDITIONAL upon the effectiveness of each Proposed
Settlement between AHB and AHB Scheme Creditors.

The Proposed Settlement as well as the Proposed Capital
Reduction and Consolidation, Proposed Acquisition of Proposed
Subsidiaries and the Proposed Special Issue have been made
conditional upon one another.

EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME

Share Capital of AHB

                                 No of shares
                                    (`000)
Existing share capital of           25,471
AHB as at 31 December 2001
Proposed Capital Reduction         (22,924)
and Consolidation
After Capital Reduction and          2,547
Consolidation

Share Capital of NEWCO

                                            No of shares
                                               (`000)
Existing issued and paid-up share capital       - *
To be issued to AHB's shareholders             2,547
pursuant to the Proposed Share Swap         
and Consolidation
To be issued pursuant to the Proposed         60,000
Acquisition of Proposed Subsidiaries
Proposed Special Issue                        10,000
                                            ---------
                                              72,547
Upon Conversion of ICPS                       33,226
                                            =========
                                             105,773

* Existing issued and paid-up share capital of RM2 only

NTA

Please refer to http://bankrupt.com/misc/nta.pdf.

Earnings

The Proposals are not expected to have any significant effect on
the earnings of Newco for the financial year ending 31 December
2002 as the Proposals are expected to be completed in the first
half of calendar year 2003.

Baring any unforeseen circumstances, the Proposed Subsidiaries
are expected to contribute positively to Newco's earnings on
completion of the Proposed Restructuring Scheme.

Gearing

The gearing of the Newco Group is expected to improve pursuant
to the Proposed Restructuring Scheme as the existing debts of
the AHB Group would be settled and/or written off under the
Proposed Settlement. The table in
http://bankrupt.com/misc/nta.pdfillustrates the effect of the  
level Newco's total debt upon completion of the Proposed
Restructuring Scheme.

Shareholding Structure

The effect on the shareholding structure is illustrated in
http://bankrupt.com/misc/shareholding_structure.pdf.

Group Structure

The effect of the Proposed Restructuring Scheme on the group
structure of AHB is depicted in
http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741
2b482568a300466fb6/482568bb00440ef448256c2500440c19/$FILE/Figure
%201.doc.

CONDITIONS OF THE PROPOSED RESTRUCTURING SCHEME

The Proposed Restructuring Scheme are subject to the approvals
of the following:

(a) The shareholders of AHB Group at an EGM to be convened;
(b) The FIC;
(c) The SC;
(d) Creditors of AHB and ACSB;
(e) The High Court pursuant to section 64 and 176 of the
Companies Act, 1965;
(f) The KLSE; and
(g) Any other relevant authorities.

The Proposed Restructuring Scheme shall become effective upon
the lodgment of an office copy of the High Court Order issued
pursuant to paragraph (e) above with the Companies Commission of
Malaysia.

DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

None of the Directors and/or substantial shareholders of AHB
and/or any persons connected to them have any interest, direct
or indirect in the Proposed Restructuring Scheme.

STATEMENT BY THE DIRECTORS

The Directors of AHB are of the view that the successful
implementation of the Proposed Restructuring Scheme is
imperative for the shareholders and creditors of the AHB Group.
The Directors of AHB consider that the terms of the Proposed
Restructuring Scheme best serve the needs of the AHB Group and
are reasonable and fair to the shareholders of AHB and creditors
of AHB and ACSB.

SUBMISSION TO THE SECURITIES COMMISSION

Submission to the Securities Commission will be made by the end
of September 2002.


BERJAYA GROUP: Gets Approval to Delay Submission of FY Report
-------------------------------------------------------------
The Board of Directors of Berjaya Group Berhad said Friday that
it has permission from the Kuala Lumpur Stock Exchange for an
extension to 30 September 2002 to release its audited financial
statements for the financial year ended 30 April 2002.

The Company's inability to finalize its audited financial
statements within the stipulated time frame was mainly due to
the involuntary Chapter 11 petition filed against Roadhouse
Grill, Inc, a 62.2% subsidiary company listed on NASDAQ, USA.

These proceedings has delayed the finalization of the accounts
of Roadhouse Grill, Inc which in turn affected the finalization
of the Group's financial statements. Roadhouse Grill, Inc has on
21 August 2002 obtained confirmation from the U.S. court on its
reorganization plan and is now in the midst of finalizing its
financial statements.


BERJAYA GROUP: Selling Hyundai-Berjaya Stake to Transwater
----------------------------------------------------------
The Board of Directors of Berjaya Group Berhad wishes to
announce that BGroup has entered into a conditional share sale
agreement with Transwater Corporation Berhad for the proposed
disposal of its 51% equity interest in Hyundai-Berjaya Sdn
Bhd.Tranwater will pay RM51.00 million, to be satisfied by an
issue of 51.00 million new Transwater ordinary shares of RM1.00
each at par.

BRIEF INFORMATION ON HYUNDAI-BERJAYA

Hyundai-Berjaya was incorporated in Malaysia on 3 August 1991.
Hyundai-Berjaya has an authorized share capital of RM50,000,000
comprising 50,000,000 Shares, of which 22,500,000 Shares were
issued and fully paid-up.

Hyundai-Berjaya is involved in the management of sales,
distribution and retailing of passenger and commercial vehicles,
provision of back-up services, selling and distribution of spare
parts for its products range. Since May 2000, Hyundai-Berjaya is
involved in the management of sales, distribution and retailing
of vehicles for sale in Malaysia. It also plans to deal with
Hyundai related spare parts and provide workshop services.
Currently Hyundai-Berjaya has 78 dealers throughout Malaysia.
Hyundai-Berjaya does not have any subsidiary.

INFORMATION ON TRANSWATER

Transwater was incorporated on 19 February 1981 in Malaysia
under the Companies Act, 1965 and was listed on the Second Board
of the Kuala Lumpur Stock Exchange (KLSE) on 28 September 1993.
Transwater has an authorized share capital of RM100.00 million
comprising 100.00 million Shares of which 13.00 million Shares
were issued and fully paid-up.

The Transwater Group is specialist engineers for the water and
wastewater works, pumping and cooling systems, industrial
automation, process and instrumentation, provision of metal and
machinery fabrication and investment holding.

Transwater is classified as Affected Listed Issuer (defined in
Practice Note 4/2001 under the revamped KLSE Listing
Requirements) and its Shares are suspended from trading on the
KLSE since 19 April 2002. The last traded price was 83 sen per
Transwater Share.

The directors of Transwater are Tan Sri Datuk Rahim Abdul Rahim
bin Haji Din, Datuk Wan Lokman bin Dato' Wan Ibrahim, Mr Kong
Keng Ling, Mr Freddie Pang Hock Cheng and Mr Low Ah Ha.

As at 31 July 2002, Transwater owes Juara Sejati Sdn Bhd, a
wholly-owned subsidiary company of BGroup, and Prime Credit
Leasing Sdn Bhd, an indirect subsidiary company of BGroup, about
RM15.69 million and RM11.98 million respectively.

DETAILS OF THE PROPOSED DISPOSAL

To facilitate the Proposed Disposal, BGroup has entered into a
separate share sale agreement with its wholly-owned subsidiary,
Berjaya Systems Integrators Sdn Bhd (BSI) to transfer its 51%
stake in Hyundai-Berjaya to BSI for a consideration of RM51.00
million (Indebtedness).

BSI was incorporated in Malaysia on 22 August 1992 and has an
authorized share capital of RM250,000 comprising 250,000 Shares,
of which 2 Shares were issued and fully paid-up. BSI is
presently dormant.

On 30 August 2002, BGroup then entered into the Agreement with
Transwater for the proposed disposal of its 100% equity interest
in BSI together with an undertaking from Transwater to repay the
Indebtedness of RM51.00 million in full for a cash consideration
of RM2.00 and an issue of 51.00 million new Transwater Shares at
par respectively. The cash consideration of RM2 is based on the
par values of the BSI Shares. The Securities Commission ("SC")
may impose a moratorium on part of the 51.00 million new
Transwater Shares to be issued to BGroup pursuant to the
Proposed Disposal.

The issue price of the new Transwater Shares for the Proposed
Disposal is at par of RM1.00. Based on the suspended price of
Transwater Shares, the issue price of RM1.00 each represents a
premium of 17 sen or 20.48% per Transwater Share over its last
traded price.

The salient terms of the Agreement includes the following:

(a) all of the relevant approvals being obtained by Transwater
and BGroup and not withdrawn or revoked;

(b) the carrying out and completion by Transwater of the Due
Diligence to its reasonable satisfaction; and

(c) the implementation of a proposed rights issue with warrants
by Transwater.

The RM51.00 million purchase consideration for the 51% stake in
Hyundai-Berjaya was based on the latest adjusted unaudited net
tangible assets as at 30 April 2002, estimated market value and
future earnings potential of Hyundai-Berjaya. This basis places
an enterprise value of RM100.00 million on Hyundai-Berjaya.

Pursuant to the Proposed Disposal, BGroup will provide its 51%
share of profit guarantee of RM15 million net profit after
taxation per annum for each of the 2 financial years ending 30
April 2004 and 2005.

The new Transwater Shares to be allotted and issued for the
Proposed Disposal shall rank pari passu in all respects with the
existing Transwater Shares except that they will not rank for
any dividend or other distributions declared or to be declared
in respect of the financial period prior to the financial period
in which the new Shares are issued or any interim dividend or
distribution, the declaration date of which is on or before the
issue date.

All the BSI Shares will be acquired free from all liens,
charges, equities and encumbrances whatsoever and with all
rights attaching thereto as from the date of completion of the
Proposed Disposal.

The BGroup's cost of investment in BSI and Hyundai-Berjaya is
RM2.00 (since 1997) and RM10.20 million (since 2000)
respectively.

As at 31 July 2002, the Berjaya group of companies have a total
12.73% stake in Transwater. Immediately upon the completion of
the proposed disposal of the 51% stake in Hyundai-Berjaya, the
total Berjaya group of companies' stake in Transwater will
increase to 82.27%. Pursuant to the Malaysian Code on Take-Overs
and Mergers 1998 ("Code"), BGroup and parties acting in concert
with it are obliged to extend a mandatory general offer on the
remaining Transwater Shares not held by them. BGroup proposes to
seek an exemption under the Code from the SC from having to
undertake the said mandatory general offer.

As a consequence of the Proposed Disposal and pursuant to the
Code, Transwater is also obliged to undertake a mandatory
general offer to acquire the remaining 49% equity interest in
Hyundai-Berjaya ("Proposed HB-GO") not held by BSI/Transwater
and Transwater proposes to issue up to 49.00 million new
Transwater Shares at par as payment for the remaining 49% stake
under the Proposed HB-GO.

The Proposed Disposal forms part of the proposed restructuring
plan of Transwater as announced on even date. After the
completion of the Proposed Transwater Plan, the Berjaya group of
companies' total equity interest in Transwater will be reduced
to about 46.60%. Presently, BGroup intend to retain the new
Transwater Shares to be issued pursuant to the Proposed
Disposal.

RATIONALE FOR THE PROPOSED DISPOSAL

The Proposed Disposal will allow BGroup to securitize its
investment in Hyundai-Berjaya as well as allow the latter direct
access to the capital market to tap funds for its expansion. In
addition, Berjaya group of companies will be able to recover
RM27.87 million cash as settlement for the long overdue amounts
owing to them.

Presently, Berjaya group of companies have a total of 12.73%
stake in Transwater. Since 1 March 2002, the Transwater Shares
were classified under PN4/2001 Companies which were subjected to
trading restrictions and subsequently the Transwater Shares were
suspended from trading as it failed to finalize its
regularization plan. Once the Proposed Transwater Plan is
implemented, the trading suspension on the Transwater Shares on
the KLSE will be lifted.

EFFECTS OF THE PROPOSED DISPOSAL

The Proposed Disposal will not have any effect on the issued and
paid-up share capital and the shareholdings of the substantial
shareholders of BGroup. The Proposed Disposal will also not have
any material effect on the consolidated earnings and net
tangible assets of BGroup.

Transwater, being an associated company of BGroup after the
Proposed Transwater Plan, is expected to contribute positively
to the consolidated earnings of BGroup in the future.

CONDITIONS OF THE PROPOSED DISPOSAL

The Proposed Disposal is subject to approvals being obtained
from the following parties:-
(a) SC for:
(i) the Proposed Disposal; and
(ii) waiver for BGroup and parties acting in concert with them
from the obligation of extending a general offer pursuant to the
Code on the remaining Shares in Hyundai-Berjaya;
(b) Foreign Investment Committee;
(c) KLSE;
(d) Shareholders of Transwater at an EGM to be convened; and
(e) any other relevant authorities.

The Proposed Disposal is conditional upon the proposed rights
issue to be carried out by Transwater.

SUBSTANTIAL SHAREHOLDERS' AND DIRECTORS' INTERESTS

Tan Sri Datuk Abdul Rahim bin Haji Din and Mr Freddie Pang Hock
Cheng sit on the boards of both BGroup and Transwater.
Accordingly, both Tan Sri Datuk Abdul Rahim bin Haji Din and Mr
Freddie Pang Hock Cheng will abstain from deliberations on the
Proposed Disposal and will continue to abstain from all board
deliberations on the Proposal Disposal.

Save as disclosed, BGroup has not been notified by any other
Directors or substantial shareholders or persons connected to
them having interests, direct or indirect, in the Proposed
Disposal.

DIRECTORS' STATEMENT

The Board of Directors is of the opinion that the Proposed
Disposal is in the best interests of BGroup.

ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED DISPOSAL

The Proposed Disposal is subject to the Proposed Transwater Plan
being approved by the relevant authorities. The Practice Note
4/2001 of the KLSE requires applications to be made to the
relevant authorities within 2 months from the date of the
requisite announcement. The Board of BGroup has been informed
that Transwater will submit its application to the SC in
September 2002 and the Proposed Transwater Plan are expected to
be completed in the first half of the year 2003.

DEPARTURE FROM THE SC'S POLICIES AND GUIDELINES ON ISSUE/OFFER
OF SECURITIES

Submission shall be made by Transwater to seek waivers from the
SC for the departures from the SC Guidelines in undertaking its
Proposed Transwater Plan, including the Proposed Disposal.


BRIDGECON HOLDINGS: Enters Into Agreement With PVOB Vendors
-----------------------------------------------------------
Public Merchant Merchant Bank Berhad (PMBB), on behalf of
Bridgecon Holdings Berhad wishes to announce that the Company,
had on 29 August 2002 came to an agreement (Supplemental
Agreement) with certain vendors of Premium Vegetable Oils Berhad
(PVOB) (Principal Vendors) and Premium Nutrients Berhad (PNB)
which is supplemental to and shall form part of the
restructuring agreement entered into between BHB and National
Land Finance Co-operative Society Limited (NLFCS) on 27 June
2002 (Restructuring Agreement).

Further details of the Supplemental Agreement are set out in
section 1 of this announcement.

In relation to the announcement made of 15 August 2002, the
structure of the proposed offer for sale by certain of the
vendors of PVOB (Proposed Offer For Sale) has been finalized,
the details of which are set out in section 2 of this
announcement.

1. Revised terms of the Restructuring Agreement

The Supplemental Agreement essentially sets out the revised
terms of the restructuring scheme (Restructuring Scheme) of BHB,
taking into consideration the terms of the share sale agreement
(SSA) entered into between PNB and the vendors of PVOB and their
nominees on 13 August 2002.

In addition, pursuant to the Supplemental Agreement, the
Principal Vendors, and PNB, who were not parties to the
Restructuring Agreement (save for NLFCS), have agreed to be
bound by and to give effect to the Restructuring Agreement as if
they were parties of the Restructuring Agreement subject to such
amendments, modifications and/or fvariations to the same as
provided in the Supplemental Agreement.

Pursuant to Supplemental Agreement, the terms of the
Restructuring Scheme as contained in the Restructuring Agreement
shall be revised to reflect inter-alia, the following:

(i) the proposed share exchange between the existing
shareholders of BHB and PNB on the basis of one (1) new ordinary
share of RM0.50 in PNB (PNB Share) for every 9.975 existing
ordinary shares of RM1.00 each in BHB;

(ii) the proposed acquisition of the entire issued and paid-up
share capital of PVOB by PNB;

(iii) the proposed settlement of debts due from BHB to its
creditors ("Creditors") pursuant to the proposed corporate and
debt restructuring exercise prepared by the SA pursuant to
Section 44 of the Pengurusan Danaharta Nasional Berhad
(Danaharta) Act, 1998 as amended by Danaharta (Amendment) Act
2000 (Workout Proposal) upon the terms and conditions as the SA
may at their sole discretion deem fit by way of an issuance of
62,000,000 PNB Shares to the Creditors;

(iv) the proposed application for the admission of the PNB to
the Official List of the Kuala Lumpur Stock Exchange (KLSE), the
application of which shall be made by the PNB to the KLSE and
subject to the approvals from the relevant authorities including
the KLSE and the SC (Proposed Application for Listing);

(v) the proposed liquidation of BHB together with all its
subsidiary companies (Proposed Liquidation);

(vi) as part consideration for the Proposed Application for
Listing, PNB shall issue the 62,000,000 new PNB Shares to BHB to
be held by the creditors' agent for and on behalf of the
Creditors, of which:

(1) 62,000,000 PNB Shares (Option Shares) shall be subject to a
put and call option arrangement between the Option Vendors and
the creditors' agent and subject to the terms and conditions of
a put and call option agreement to be entered into by the
relevant parties. Pursuant to the put and call option
arrangement:

The Option Vendors shall grant a put option to the creditors'
agent and the creditors' agent shall grant a call option to the
Option Vendors;

The call option shall be exercisable by the Option Vendors at
any time within the period of twenty-four (24) months commencing
from the date of issuance and allotment of the Option Shares
(Call Option Period). The put option shall be exercisable by the
creditors' agent on behalf of the creditors at any time within
the following periods:

(a) period of three (3) months commencing on the day immediately
after the first ninth (9th) months of the Call Option Period in
respect of up to 20,000,000 of the Option Shares (First Put
Option Period);

(b) a period of three (3) months commencing on the day
immediately after the First Put Option Period in respect of up
to 20,000,000 or in the event that item (a) shall not occur,
40,000,000 of the Option Shares (Second Put Option Period); and

(c) a period commencing on the day immediately after the Second
Put Option Period until the last day of the Call Option Period
in respect of up to 22,000,000 or in the event that items (a)
and (b) shall not occur, the entire Option Shares;

The call option and the put option shall be inter-conditional on
each other and shall be exercisable at an exercise price of
RM0.565 per Option Share.

(2) The put and call options shall be secured by 40,000,000 PNB
Shares (Security Shares), which shall be held in trust by the
creditors' agent for and on behalf of the Creditors. In the
event that Option Vendors shall fail to purchase the Option
Shares or any part thereof upon exercise of the put option by
the creditors' agent, the creditors' agent shall be entitled to
dispose of the Security Shares or any part thereof to raise a
sum equivalent to any shortfall arising from the Option Vendors'
default in complying with their obligations under the put option
arrangement. The balance of the Security Shares, if any, after
the enforcement of the security by the creditors' agent, shall
be released to the Option Vendors, upon the expiry of the Put
Option Period; and

(vii) For the purpose of the Proposed Application for Listing,
at the request of the Substantial Vendors, (which request is
evidenced by the Substantial Vendors agreeing to the terms and
conditions of the Supplemental Agreement), BHB agrees to
facilitate the admission of the PNB to the Official List of KLSE
and the listing of its shares on the KLSE subject to the terms
and conditions of the Supplemental Agreement.

2. The Proposed Offer For Sale

The Proposed Offer For Sale shall involve an offer for sale by
certain vendors of PVOB of 43,208,000 shares in PNB, to the
following parties:

(i) 5,000,000 ordinary shares of RM0.50 each available for
application by the directors, employees, suppliers, customers
and agents of the proposed PNB Group;

(ii) 3,000,000 ordinary shares of RM0.50 each in PNB available
for application by the shareholders of BHB;

(iii) 5,000,000 ordinary shares of RM0.50 each in PNB available
for application by Bumiputera investors approved by the MITI;

(iv) 20,000,000 ordinary shares of RM0.50 each in PNB by way of
private placement to public investors to be identified; and

(v) 10,208,000 ordinary shares of RM0.50 each in PNB available
for application by the Malaysian public.


ESPRIT GROUP: Court Approves Stay of Execution
----------------------------------------------
Further to our announcement dated 29 August 2002, Esprit Group
Berhad wish to inform that the Court of Appeal has granted a
stay of execution of the winding-up order made by the Shah Alam
High Court on 10 May 2002 pending the disposal of the Company's
appeal to the Court of Appeal.


ESPRIT GROUP: Seeks Two-month Extension to Submit Plan
------------------------------------------------------
Esprit Group Berhad refers to the extension given by the
Exchange to the Company to make a submission of its
regularization plan to the authorities for approval which
expires on 31 August 2002.

The Company wishes to inform the Exchange that it is unable to
make the submission to the authorities as per the deadline
stipulated as we had to sort out the Company's legal affairs. We
had filed an application in the Court of Appeal for a stay of
execution of the winding-up order dated 10 May 2002 pending the
disposal of EGB's appeal to the Court of Appeal. The said
application came up for hearing on 29 August 2002 and we are
pleased to inform that the Court of Appeal has granted a stay of
execution of the winding-up order pending the disposal of our
appeal to the Court of Appeal.

In view of the above, we have written to the Exchange on 30
August 2002 to seek their kind consideration and approval to
grant the Company two months extension until 31 October 2002 in
order for us to submit our regularization plan to the relevant
authorities.


KELANAMAS INDUSTRIES: SBM Acquisition Canceled
----------------------------------------------
With reference to the announcement on 1 August 2002, AmMerchant
Bank Berhad (formerly known as Arab-Malaysian Merchant Bank
Berhad), on behalf of the Board of Directors of Kelanamas
Industries Berhad is pleased to announce that MPTR and the
vendors of the New Business, Hock and Plastronic had on 29
August 2002 entered into a Supplemental Agreement. The Proposed
Acquisition of SBM as referred to in the agreement dated 28
February 2002 had been revoked and canceled.

Further, the period for the fulfillment of the conditions
precedent and the approvals of relevant authorities being
obtained had been extended till 31 December 2002.

Also, the Supplemental Agreement also clarified that pursuant to
the NTA guaranteed by the vendors in the original agreement, any
surplus of adjusted NTA over the guaranteed NTA of any of the
companies shall be able to set off any shortfall from any other
companies.

Further, the Board of KIB would also like to announce that the
submission for the Proposed Restructuring Scheme has been made
to the Securities Commission.


MYCOM BERHAD: Says E&Y Not Eligible as Restructuring Adviser
------------------------------------------------------------
The Board of Directors of Mycom wishes to announce that the
Kuala Lumpur Stock Exchange (KLSE) has vide its letter dated 30
August 2002 advised that Messrs Ernst & Young is not eligible to
act as the Independent Adviser in relation to Mycom's Proposed
Restructuring Scheme.

The Company had, on 13 April 2000 obtained approval from the
KLSE to appoint EY as the Independent Adviser to advise the
independent directors and minority shareholders of Mycom as to
whether the Proposed Debt Novation and Proposed Acquisitions
under the Scheme are fair and reasonable and not to the
detriment of minority shareholders.

Alliance Merchant Bank Berhad, on behalf of the Company had, on
12 August 2002 sought the KLSE's approval for the appointment of
EY as the independent adviser in relation to a proposed
development project to be undertaken following the Proposed
Kenny Heights Acquisition under the Scheme. Together with this
application, EY had also sought reconfirmation on their
eligibility as an Independent Adviser in view of the recent
merger on 1 July 2002 between Messrs Hanafiah Raslan Mohamed,
which is the national firm of Messrs Arthur Andersen & Co. (AA)
and EY and the fact that AA is the Statutory Auditor and
Reporting Accountant of Mycom.

Notwithstanding the above, Mycom intends to make an appeal
and/or to consider other contingency plans.


NCK CORPORATION: Says Restructuring Scheme Proposal Unchanged
-------------------------------------------------------------
NCK Corporation Berhad said yesterday that there has been no
change in the status of the Proposed Restructuring Scheme, as
announced by Alliance Merchant Bank Berhad on 15 August 2002, to
regularize its financial condition.

The Company is presently awaiting decisions from the relevant
authorities on its Proposed Restructuring Scheme.


REPCO HOLDINGS: Awaits Regularization Plan Approval From KLSE
-------------------------------------------------------------
In compliance with Practice Note 4/2001 in relation to Paragraph
8.14 of the Listing Requirements of the Kuala Lumpur Stock
Exchange, Repco Holdings Berhad wishes to announce that it is
still awaiting the necessary approvals of the relevant
regulatory bodies in order to implement its plans to regularize
its financial condition.

The Company also wishes to announce that its application to the
Exchange for an extension of time until 31 December 2002 to
comply with Chapter 7 of the Listing Requirements has not been
approved.

However, the Company has been granted an extension of time until
31 December 2002 to amend its Articles to incorporate Chapter 7
of the Listing Requirements.


TAP RESOURCES: Shareholders Approve Debt Restructuring Plan
-----------------------------------------------------------
Further to the announcement dated 7 August 2002, Malaysian
International Merchant Bankers Berhad revealed on behalf of TAP
Resources Berhad that the proposed debt restructuring, proposed
profit guarantee waiver, proposed rights issue and proposed
increase in the authorized share capital have been approved by
the shareholders of TAP at an Extraordinary General Meeting held
on 30 August 2002.

The proposals are now subject to these approvals:

(i) the Securities Commission for the Proposed Debt
Restructuring, Proposed Profit Guarantee Waiver and Proposed
Rights Issue;

(ii) the Foreign Investment Committee for the Proposed Debt
Restructuring; and

(iii) the Kuala Lumpur Stock Exchange (KLSE) for the following:

(a) admission of the irredeemable convertible unsecured loan
stocks (ICULS) to the Official List of the KLSE; and

(b) listing of and quotation for the ICULS, the new shares to be
issued pursuant to the Proposed Rights Issue and the new shares
to be issued pursuant to the conversion of the redeemable
convertible secured loan stocks and ICULS.


WING TIEK: Outlines Debt Restructuring With Shareholders
--------------------------------------------------------
The Board of Directors of Wing Tiek Holdings Berhad (WTHB) said
Friday that the company has on 29 August 2002 entered into a
definitive agreement with Dato' Hj Jamian bin Mohamad, Ang Ken
Seng and Ang Lam Poah to outline a proposed corporate and debt
restructuring scheme which will, inter-alia, involve the
following:

(i) A proposed scheme of arrangement between WTHB, its
shareholders and JAKS Resources Sdn Bhd (which will later be
converted to a public company) under Section 176 of the
Companies Act, 1965 whereby the entire issued and paid-up share
capital of WTHB will be exchanged with a total of approximately
8.5 million new ordinary shares of RM1.00 each in JAKS Resources
on the basis of 1 new JAKS Resources Share for every 8 ordinary
shares of RM1.00 each in WTHB held on a date to be determined;

(ii) JAKS Resources to carry out the following proposed
acquisitions:

(a) The proposed acquisition by JAKS Resources from WTHB of 9
pieces of freehold land (WTHB Land) for a total purchase
consideration of RM75.0 million to be satisfied by the issuance
of 40.0 million new JAKS Resources Shares at par and RM35.0
million nominal value of Redeemable Convertible Secured Loan
Stocks-B 2003/2010 (RCSLS-B) at 100% of its nominal value
(Proposed WTHB Land Acquisition);

(b) The proposed acquisition by JAKS Resources from Dato' Hj
Jamian bin Mohamad, Ang Ken Seng and Ang Lam Poah (collectively
referred to as the JAKS Vendors) of 2,000,000 ordinary shares of
RM1.00 each in JAKS Sdn Bhd (JAKS Shares) representing the
entire equity interest in JAKS, for a purchase consideration of
approximately RM208.0 million to be satisfied by the issuance of
approximately 208.0 million new JAKS Resources Shares at par
(Proposed JAKS Acquisition);

(c) The proposed acquisition by JAKS Resources from Ang Ken Seng
and Ang Lam Poah (collectively referred to as the PTS Vendors)
of 700,000 ordinary shares of RM1.00 each in Pipe Technology
System Sdn Bhd (PTS) (PTS Shares) representing 70.00% equity
interest in PTS, for a purchase consideration of approximately
RM12.0 million to be satisfied by the issuance of approximately
12.0 million new JAKS Resources Shares issued at par (Proposed
PTS Acquisition);

(d) The proposed acquisition by JAKS Resources from WTHB of
45,912,738 ordinary shares of RM1.00 each in Wing Tiek Steel
Pipe Sdn Bhd (WTSP) (WTSP Shares) representing approximately
98.05% equity interest in WTSP for a cash consideration of
RM1.00 (Proposed WTSP Acquisition); (Collectively, the Proposed
WTHB Land Acquisition, the Proposed JAKS Acquisition, the
Proposed PTS Acquisition and the Proposed WTSP Acquisition shall
hereafter be referred to as the Proposed Acquisitions)

(iii) The proposed settlement and compromise repayment of the
debts owing by WTHB and its subsidiary companies namely, Wing
Tiek Metal Industries Sdn Bhd (WTMI), Wing Tiek Ductile Iron
Pipe Sdn Bhd (WTDIP), Wing Bee Hardware Sdn Bhd (WBH) and
Victory Skyline Sdn Bhd (VS) and WTSP to certain creditors
(Scheme Creditors) with the following:

(a) the RM60.0 million nominal value of Redeemable Convertible
Secured Loan Stocks-A 2003/2010 ("RCSLS-A") to be issued at 100%
its nominal value by JAKS Resources;

(b) the 40.0 million new JAKS Resources Shares to be received by
WTHB pursuant to the Proposed WTHB Land Acquisition;

(c) the RM35.0 million nominal value of Redeemable Convertible
Secured Loan Stocks-B 2003/2010 (RCSLS-B) to be received by WTHB
pursuant to the Proposed WTHB Land Acquisition; and

(d) a further 35.0 million new JAKS Resources Shares to be
issued by JAKS Resources to WTHB at par. (Collectively referred
to as the "Proposed Debt Restructuring Scheme"); and

(iv) The proposed transfer of WTHB's listing status on the Main
Board of the Kuala Lumpur Stock Exchange (KLSE) to JAKS
Resources (Proposed Transfer of Listing Status).

Further, it was stated in the announcement by WTHB dated 16
August, 2002 that the Company would seek Scheme Creditors'
approvals-in-principle for the Proposed CDRS prior to the
Company entering into the said definitive agreement. Discussions
have been held with several of the Scheme Creditors over the
past two weeks to obtain their feedback on the Proposed CDRS but
their respective approvals-in-principle could not be obtained in
time before the Company entered into the said definitive
agreement due to the very short timeframe available.
Accordingly, the Scheme Creditors' approvals will be sought in
due course.

Details of the Proposed CDRS

Proposed Share Exchange

To facilitate the implementation of the Proposed CDRS, a new
investment holding company, JAKS Resources, has been
incorporated with an initial issued and paid-up share capital of
RM2 comprising 2 JAKS Resources Shares.

Pursuant to Section 176 of the Act, the existing shareholders of
WTHB shall exchange all their respective existing WTHB Shares
with new JAKS Resources Shares on the basis of 1 new JAKS
Resources Share for every 8 existing WTHB Shares held on a date
to be determined.

Based on the issued and paid-up share capital of WTHB as at 31
July 2002, existing shareholders of WTHB will exchange
68,081,700 existing WTHB Shares for approximately 8.5 million
new JAKS Resources Shares. Following the Proposed Share
Exchange, the existing shareholders of WTHB will become
shareholders of JAKS Resources whilst WTHB will become a wholly
owned subsidiary company of JAKS Resources.

The new JAKS Resources Shares to be issued pursuant to the
Proposed Share Exchange shall rank pari passu in all respects
with each other and with the existing issued and paid-up share
capital of JAKS Resources except that they shall not be entitled
to any dividends, rights, allotments and/or other distributions,
the entitlement date of which is prior to the date of allotment
of the new JAKS Resources Shares.

Information on WTHB

WTHB was incorporated in Malaysia under the Act on 30 June 1975
under the name of Wing Tiek Hardware Sdn Bhd. It changed its
name to Wing Tiek Holdings Sdn Bhd on 21 December 1988. The
Company was converted into a public company and assumed its
current name on 20 February 1989. On 18 January 1990, WTHB was
listed on the Main Board of the KLSE. WTHB is principally
involved in investment holding, hardware dealer, general
merchants and civil contractor.

As at 31 July 2002, the authorized share capital of WTHB is
RM100,000,000 comprising 100,000,000 WTHB Shares of which
68,081,700 WTHB Shares have been issued and fully paid-up.
The Directors of WTHB as at 31 July 2002 comprise Datuk Nordin
Bin Salleh, Mohamed Bin Musa, Poh Liong Ban and Dr Ramanathan
A/L Kulanthaivelan, none of whom holds any direct or indirect
interest in WTHB.

Based on the Register of Substantial Shareholders of WTHB as at
31 July 2002, Lembaga Tabung Haji is the only substantial
shareholder of WTHB holding 11,302,000 WTHB Shares representing
16.60% equity interest.

Details of the subsidiary and associated companies of WTHB as at
31 July 2002 are set out in Table 1 of this announcement.
A summary of the audited financial statements of WTHB for the
past 5 financial years ended 31 July 2001 is set out in Table 2
of this announcement.

Information on JAKS Resources

JAKS Resources was incorporated in Malaysia under the Act on 9
July 2002 under its present name. JAKS Resources is currently
dormant.

As at 31 July 2002, the authorized share capital of JAKS
Resources is RM100,000 comprising 100,000 JAKS Resources Shares
of which 2 JAKS Resources Shares have been issued and fully
paid-up.

The Directors of JAKS Resources as at 31 July 2002 comprise Noor
Shelena binti Muhidin and Yap Su Hing, each of whom holds 1 JAKS
Resources Share.

As at 31 July 2002, JAKS Resources has neither subsidiary nor
associated companies.

JAKS Resources does not have any audited accounts as it was only
recently incorporated.

Proposed Acquisitions

Proposed WTHB Land Acquisition

WTHB and JAKS Resources propose to enter into a sale and
purchase agreement for the acquisition by JAKS Resources from
WTHB of 9 pieces of freehold land located in the District of
Petaling and Klang for a total purchase consideration of RM75.0
million.

In consideration for the Proposed WTHB Land Acquisition, JAKS
Resources shall allot and issue the following:

(i) 40.0 million new JAKS Resources Shares, each credited as
fully paid-up and issued at par; and

(ii) RM35.0 million RCSLS-B at 100% of its nominal amount.
The 40.0 million new JAKS Resources Shares and the RM35.0
million RCSLS-B shall, as agreed and directed by WTHB, be
distributed to the Scheme Creditors of WTHB as part settlement
and compromise repayment of outstanding debts pursuant to the
Proposed CDRS.

The WTHB Land is to be acquired by JAKS Resources free and clear
of any claim, charge, mortgage, lien or encumbrance of any kind
but with all rights, titles and interests attached thereto.

For the salient terms of the RCSLS-B, please refer to
http://bankrupt.com/misc/rcsls.pdf.

Basis for the Purchase Consideration

The purchase price of RM75.0 million was arrived at on a
willing-buyer willing-seller basis and after taking into
consideration the open market value of the WTHB Land as
independently valued by Messrs. Khong & Jaafar Sdn Bhd in June
2002 using the cost and comparison methods of valuation.

Rights attached to JAKS Resources Shares

The new JAKS Resources Shares to be issued pursuant to the
Proposed WTHB Land Acquisition shall rank pari passu in all
respects with each other and with the existing issued and paid-
up share capital of JAKS Resources except that they shall not be
entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is prior to the
date of allotment of the new JAKS Resources Shares.

Information on the WTHB Land

For further details of the WTHB Land, please refer to
http://bankrupt.com/misc/wthb_land.pdf.

Original Cost of Investment to WTHB

The WTHB Land was purchased over the years by WTHB. Based on the
audited accounts of WTHB for the financial year ended 31 July
2001, WTHB's carrying cost of investment in the WTHB Land is set
out in Table 5 of this announcement.

Proposed JAKS Acquisition

JAKS Resources shall to enter into a share sale agreement with
the JAKS Vendors for the acquisition by JAKS Resources of
2,000,000 JAKS Shares representing the entire equity interest of
JAKS for a purchase consideration of approximately RM208.0
million to be satisfied by the allotment and issuance to JAKS
Vendors of approximately 208.0 million new JAKS Resources Shares
credited as fully paid, issued at par.

The entire issued and paid-up share capital of JAKS to be
acquired by JAKS Resources shall be free from all charges,
liens, pledges, trust and other encumbrances and with all
rights, benefits and entitlements now and thereafter attaching
thereto, including without limitation all bonuses, rights,
dividends and other distributions declared, paid or made on or
after the completion date of the share sale agreement to be
executed.

There are no liabilities to be assumed by JAKS Resources
pursuant to the Proposed JAKS Acquisition.

Basis for Purchase Consideration

The purchase price of approximately RM208.0 million was
determined after taking into consideration the audited net
tangible assets of the JAKS Group as at 31 July 2002 of RM21.38
million and the prospects and earnings potential of the JAKS
Group.

Rights attached to JAKS Resources Shares

The new JAKS Resources Shares to be issued pursuant to the
Proposed JAKS Acquisition shall rank pari passu in all respects
with each other and with the existing issued and paid-up share
capital of JAKS Resources except that they shall not be entitled
to any dividends, rights, allotments and/or other distributions,
the entitlement date of which is prior to the date of allotment
of the new JAKS Resources Shares.

Information on JAKS

JAKS was incorporated in Malaysia under the Act on 4 March 1987
as a private limited company under the name of Ang Ken Seng &
Sons Sdn. Bhd. It assumed its present name on 14 August 1998.
JAKS is principally involved in construction works for water
supply projects such as reservoir, water reticulation works and
pipe laying. In addition, JAKS is involved in the designing and
construction of sewerage treatment plants as well as civil and
building projects.

JAKS has nearly 15 years' experience in its related fields and
possess a Class "A" licence from the Contractor Services Centre,
Ministry of Entrepreneurial Development. It also has a G7 Grade
certification issued by the Construction Industry Development
Board. The licence and certification allows JAKS to carry on its
business and is qualified to tender or participate in contracts
with unlimited value.

In the past, JAKS has successfully completed various projects.
Details of the current and completed major projects of JAKS are
set out in http://bankrupt.com/misc/jaks.pdf.

As at 31 July 2002, the authorized share capital of JAKS is
RM5,000,000 comprising 5,000,000 JAKS Shares of which 2,000,000
JAKS Shares have been issued and fully paid-up.

The details of the Directors of JAKS and their shareholdings in
JAKS based on the Register of Directors of JAKS as at 31 July
2002 are set out in http://bankrupt.com/misc/jaks_directors.pdf.

The details of the substantial shareholders of JAKS based on the
Register of Substantial Shareholders of JAKS as at 31 July 2002
are set out in the table below.

                                               Direct
Name of Substantial Shareholder   No. of JAKS Shares    %  
Dato' Hj. Jamian b. Mohamad      1,200,000            60.00
Ang Ken Seng                       600,000            30.00
Ang Lam Poah                       200,000            10.00

Details of the subsidiary and associated companies of JAKS as at
31 July 2002 are set out in the table below.

Name of     Date and Place  Issued and   Effective    Principal
Subsidiary      of          paid-up      Equity       Activities
Company     Incorporation   capital (RM) interest (%)

JAKS-KDEB   25 August 2001  1,000,000      70.00      Investment
Consortium    Malaysia                                holding
                                                      and supply
                                                      of water
                                                      related
                                                      products

Pipe          14 May 1997      10,000      51.00      Dealer in
Technology    Malaysia                                building
Marketing                                             materials
Sdn Bhd                                               and
                                                     contracting

Subsidiary of JAKS-KDEB Consortium

IPI          18 March 2002         2        70.00     Dormant
                Malaysia

JAKS-KDEB Consortium Sdn Bhd, a 70% subsidiary of JAKS is a
joint venture company where the other 30% equity interest is
held by Kumpulan Darul Ehsan Bhd (KDEB), an investment arm of
the State Government of Selangor. This joint venture has on 25
October 2001 secured a 10 years supply contract with the State
Government of Selangor to undertake the design, testing,
manufacturing and supply of all pipes and fittings such as tees,
bends, tapers, collars, mechanical joints required by the State
Government of Selangor (Pipe Supply Contract). The Pipe Supply
Contract also provides for JAKS-KDEB Consortium the right to
design, test, manufacture and supply any form of pipes and
fittings that it deems capable of doing so with any other third
parties.

To partly cater for the demand of pipes as required by the State
Government of Selangor, JAKS-KDEB Consortium, through its wholly
owned subsidiary company IPI, is in the midst of constructing a
manufacturing plant. The manufacturing plant is to be located in
Pulau Indah, Selangor. With the setting up of its own
manufacturing plant, JAKS-KDEB Consortium would have the added
benefit of ensuring timely delivery and quality of pipes to be
manufactured and supplied under the Pipe Supply Contract.

A summary of the audited financial statements of JAKS and its
subsidiary companies (JAKS Group) for the past five financial
years ended 31 December 2001 and the 7 month period ended 31
July 2002 is set out in
http://bankrupt.com/misc/jaks_financials.pdf.

The pipe manufacturing activities and supply business of the
JAKS Group is expected to contribute more than 65% of the JAKS
Group's future turnover.

Original Cost of Investment to JAKS Vendors

The original cost of investment of the JAKS Vendors in JAKS is
set out in http://bankrupt.com/misc/jaks_vendors.

Proposed PTS Acquisition

JAKS Resources proposes to enter into a share sale agreement
with the PTS Vendors for the acquisition of 700,000 PTS Shares
representing 70.00% equity interest in PTS for a purchase
consideration of approximately RM12.0 million to be satisfied by
the allotment and issuance to PTS Vendors of approximately 12.0
million new JAKS Resources Shares credited as fully paid and
issued at par.

The 700,000 PTS Shares representing 70.00% equity interest in
PTS will be acquired by JAKS Resources free from all charges,
liens, pledges, trust and other encumbrances and with all
rights, benefits and entitlements now and thereafter attaching
thereto, including without limitation all bonuses, rights,
dividends and other distributions declared, paid or made on or
after the completion date of the share sale agreement to be
executed.

There are no liabilities to be assumed by JAKS Resources
pursuant to the Proposed PTS Acquisition.

Basis for Purchase Consideration

The purchase price of approximately RM12.0 million was
determined after taking into consideration the adjusted net
tangible assets of PTS as at 31 July 2002 of RM4.80 million and
the prospects and earnings potential of PTS.

Rights attached to JAKS Resources Shares

The new JAKS Resources Shares to be issued pursuant to the
Proposed PTS Acquisition shall rank pari passu in all respects
with each other and with the existing issued and paid-up share
capital of JAKS Resources except that they shall not be entitled
to any dividends, rights, allotments and/or other distributions,
the entitlement date of which is prior to the date of allotment
of the new JAKS Resources Shares.

Information on PTS

PTS was incorporated in Malaysia under the Act on 8 June 1992 as
a private limited company under its present name. PTS is
principally involved as a manufacturer of mild steel pipes and
mild steel specials such as bends, tees and joining materials
mostly for the water supply industry. The PTS plant is located
in Bentong Industrial Area, Pahang. Presently, PTS is
manufacturing pipes mainly for JAKS-KDEB Consortium. Therefore,
the Proposed PTS Acquisition will complement the business of the
JAKS Group.

As at 31 July 2002, the authorized share capital of PTS is
RM5,000,000 comprising 5,000,000 PTS Shares of which 1,000,000
PTS Shares have been issued and fully paid-up.

The details of the Directors of PTS and their shareholdings in
PTS based on the Register of Directors of PTS as at 31 July 2002
are set out below.

                                              Direct
Name of Substantial Shareholder        No. of PTS Shares   %  
Ang Ken Seng                              350,000        35.00
Ang Lam Poah                              350,000        35.00
Tan Sri Dato' Dr Haji Abdul Majid Ismail  100,000        10.00


The details of the substantial shareholders of PTS based on the
Register of Substantial Shareholders of PTS as at 31 July 2002
are set out in the table below.

                                              Direct
Name of Substantial Shareholder        No. of PTS Shares   %  
Ang Ken Seng                              350,000        35.00
Ang Lam Poah                              350,000        35.00
Tan Sri Dato' Dr Haji Abdul Majid Ismail  100,000        10.00
DYMM Sultan Haji Ahmad Shah Al-Musta'in   100,000        10.00
Bilah Ibni Almarhum Sultan Abu Bakar
Riaya Tuddin Almu'azam Shah
Roslin @ Roseleena Kassim                 100,000        10.00

As at 31 July 2002, PTS has neither subsidiary nor associated
companies.

A summary of the audited financial statements of PTS for the
past 5 financial years ended 31 December 2001 is set out in
http://bankrupt.com/misc/pts_financials.pdf.

Original Cost of Investment to PTS Vendors

The original cost of investment of the PTS Vendors in PTS is set
out in the table below.

Name of PTS Vendors  Date of Investment  Cost of Investment (RM)
Ang Ken Seng            08.06.1993                    1
                        25.09.1993              349,999
                                                350,000

Ang Lam Poah            08.06.1993                    1
                        25.09.1993              349,999
                                                350,000

Proposed WTSP Acquisition

JAKS Resources proposes to enter into a share sale agreement
with WTHB for the acquisition of 45,912,738 WTSP Shares
representing approximately 98.05% equity interest in WTSP for a
cash consideration of RM1.

The 45,912,738 WTSP Shares representing approximately 98.05%
equity interest in WTSP will be acquired by JAKS Resources free
from all charges, liens, pledges, trust and other encumbrances
and with all rights, benefits and entitlements now and
thereafter attaching thereto, including without limitation all
bonuses, rights, dividends and other distributions declared,
paid or made on or after the date of the share sale agreement to
be executed.

In relation to the Proposed Debt Restructuring Scheme, amounts
due to the Scheme Creditors of WTSP, will be settled through the
issuance of RCSLS-A. As such, other than JAKS Resources'
obligations to repay and discharge the RCSLS-A, there are no
other liabilities to be assumed by JAKS Resources pursuant to
the Proposed WTSP Acquisition.

Basis for Purchase Consideration

The purchase price of RM1 was determined after taking into
consideration the RM37.86 million deficit in shareholders' funds
of WTSP of based on the audited accounts of WTSP as at 30 April
2002.

Rights attached to JAKS Resources Shares

The new JAKS Resources Shares to be issued pursuant to the
Proposed WTSP Acquisition shall rank pari passu in all respects
with each other and with the existing issued and paid-up share
capital of JAKS Resources except that they shall not be entitled
to any dividends, rights, allotments and/or other distributions,
the entitlement date of which is prior to the date of allotment
of the new JAKS Resources Shares.

Information on WTSP

WTSP was incorporated in Malaysia under the Act on 11 October
1984 as a private limited company. WTSP is principally involved
in manufacturing of steel pipes and hollow sections and trading
of other steel products. WTHB owns approximately 98.05% equity
interest in WTSP.

As at 31 July 2002, the authorized share capital of WTSP is
RM50,000,000 comprising 50,000,000 WTSP Shares of which
46,827,738 WTSP Shares have been issued and fully paid-up.
Details of the Directors of WTSP and their shareholdings in WTSP
as at 31 July 2002 are set out in the table below.

                             Direct             Indirect
Name of Substantial   No. of WTSP Shares %  No. of WTSP Shares %  
Shareholder
Datuk Nordin Bin Salleh          -        -          -         -
Mohamed Bin Musa                 -        -          -         -
Poh Liong Ban                    -        -          -         -
Dr Ramanathan A/L Kulanthaivelan -        -          -         -
Che Johan Bin Che Pa             -        -          -         -

The details of the substantial shareholders of WTSP based on the
Register of Substantial Shareholders of WTSP as at 31 July 2002
are set out in the table below.

                               Direct             Indirect
Name of Substantial     No. of WTSP   %    No. of WTSP     %  
Shareholder               Shares              Shares
WTHB                    45,912,738   98.05      15,0001      0.031
Lembaga Tabung Haji         -          -    45,927,7382      8.082

Note:

1 Deemed interest by virtue of their shareholding in Wing Bee
Hardware Sdn Bhd

2 Deemed interest by virtue of their substantial shareholding in
WTHB

As at 31 July 2002, WTSP has neither subsidiary nor associated
companies.

A summary of the audited financial statements of WTSP for the
past five financial years ended 31 July 2001 is set out in
http://bankrupt.com/misc/wtsp_financials.pdf.

WTSP had on 25 September 2001 implemented a scheme of
arrangement with its financial institution creditors. However,
the Boards of WTHB and WTSP are of the view that WTSP would
encounter difficulties in meeting its debt obligations under the
present existing scheme due to current depressed conditions of
its businesses.

Original Cost of Investment to WTHB

The original cost of investment of WTHB in WTSP is set out in
http://bankrupt.com/misc/wthb_coi.pdf.

Proposed Debt Restructuring Scheme

Pursuant to Section 176 of the Act, WTHB, WTMI, WTDIP, WBH, VS
and WTSP shall enter into composite schemes of arrangement with
their respective Scheme Creditors for the settlement and
compromise repayment of the debts owing by them to their
respective Scheme Creditors.

The Scheme Creditors comprise mainly Scheme Creditors who are
financial institutions lenders (Financial Institution Creditors)
to WTHB, Millenium Westmont Pte Ltd (formerly a trade creditor)
(MWPL) and the Financial Institution Creditors of WTHB's
subsidiaries namely, WTMI, WTDIP, WBH, VS and WTSP to whom WTHB
had earlier provided corporate guarantees. Save for MWPL, the
Scheme Creditors excludes trade and other creditors of the WTHB
Group as well as the amounts due to companies within the WTHB
Group.

Based on unaudited management accounts of WTHB and each of the
following respective companies as at 30 April 2002, the total
debts owing to the Scheme Creditors amounted to approximately
RM683.66 million and may be broken down as follows:

(i) RM469.03 million debt in WTHB's books;
(ii) RM37.08 million debt in WTMI's books;
(iii) RM16.85 million debt in WTDIP's books,
(iv) RM8.30 million debt in WBH's books;
(v) RM38.70 million debt in VS' books; and
(vi) RM113.70 million debt in WTSP's books.

The amount of debts as stated in this announcement is based on
unaudited management accounts as at 30 April 2002 and would not
represent the actual value of debt to be settled.

It is proposed that the claims of the Scheme Creditors shall be
subject to a proof of debt exercise as at a cut-off date to be
agreed with Scheme Creditors. At present, the cut-off date
proposed is 30 September 2002 (Cut-off Date). Following the said
proof of debt exercise, the principal and interest accrued up to
the Cut-off Date shall be used to determine the debt settlement
with the Scheme Creditors under the Proposed CDRS. All interest
accrued including penalties (if any) and other charges after the
Cut-off Date is proposed to be waived. Therefore, all interest
accrued up to the Cut-off Date will be capitalized as principal.
The debts owing to Scheme Creditors on the principal sum and
proposed interest to be capitalized as at the Cut-Off Date are
herein referred to as Principal Debts.

The proposed terms of settlement and compromise repayment for
the respective Principal Debts in WTMI, WTDIP, WBH and VS are
essentially as follows:

(i) partial settlement of the Principal Debt by cash in
proportion to the amount owing to the respective Scheme
Creditors in WTMI, WTDIP, WBH and VS. The proposed settlement
will be financed by the proceeds (net of expenses) from the
subsequent liquidation of WTMI, WTDIP, WBH and VS;

(ii) there will not be any guarantee given by JAKS Resources to
the Scheme Creditors on the amount of cash to be received from
the subsequent liquidation of the respective companies. Any
excess cash arising from the completion of the aforesaid
liquidation process shall be shared proportionately amongst the
said creditors; and

(iii) the balance of the respective Principal Debts in WTMI,
WTDIP, WBH and VS shall then be eligible for the proposed
settlement and compromise repayment at WTHB's level pursuant to
the corporate guarantees previously issued by the Company to the
respective Scheme Creditors.

At WTSP, the proposed terms of settlement and compromise
repayment for the Principal Debt in WTSP are essentially as
follows:

(i) part settlement of the Principal Debt in WTSP by the
issuance of RM60.0 million nominal value of RCSLS-A at 100% of
its nominal value based on a nominal value RM1.00 of RCSLS-A for
every RM1.00 of Principal Debt settled; and

(ii) thereafter, pursuant to the corporate guarantees given by
WTHB to the Scheme Creditors of WTSP, the balance of the
Principal Debt shall be eligible for the proposed settlement and
compromise repayment at WTHB's level;

Following the part settlement and compromise repayment at each
subsidiary company level as described above, the balance of the
aforesaid Principal Debts of the identified subsidiary
companies, together with Principal Debts of WTHB shall be
settled with the following:

(i) the 40 million new JAKS Resources Shares to be received by
WTHB pursuant to the Proposed WTHB Land Acquisition;

(ii) the RM35 million RCSLS-B to be received by WTHB pursuant to
the Proposed WTHB Land Acquisition; and

(iii) an additional 35 million new JAKS Resources Shares to be
issued by JAKS Resources to WTHB at par.

It is proposed that the terms of settlement and compromise
repayment for the Principal Debts at WTHB's level shall be as
follows:

(i) partial settlement of the Principal Debts by cash, in
proportion to the amount owing to the respective Scheme
Creditors. The proposed cash settlement will be financed by the
proceeds (net of expenses) from the liquidation of WTHB;

(ii) there will not be any guarantee given by JAKS Resources to
the Scheme Creditors of WTHB on the amount of cash to be
received from the subsequent liquidation of WTHB. Any excess
cash arising from the completion of the aforesaid liquidation
process shall be shared proportionately amongst the said
creditors;

(iii) compromise settlement of the Principal Debt with a
proportionate distribution of the new 75 million JAKS Resources
Shares at par;

(iv) compromise settlement of the Principal Debt with a
proportionate distribution of the RM35 million RCSLS-B; and

(v) the balance of the Principal Debts not recovered subsequent
to the above shall be waived.

For the salient terms of the RCSLS-A and RCSLS-B, please refer
to http://bankrupt.com/misc/rcsls1.pdf.

Liquidation

As such, save for WTSP, all the companies in the WTHB Group
shall be liquidated. Liquidators would be appointed subsequent
to the day on which the Proposed Debt Restructuring Scheme shall
become effective, being the date on which all approvals required
for the Proposed CDRS shall have been obtained and office copies
of the orders of the High Court of Malaya (Court) pursuant to
Section 176 of the Act approving the Proposed Share Exchange and
Proposed Debt Restructuring Scheme is lodged with the Companies
Commission of Malaysia.

An agent to be appointed by the Scheme Creditors shall hold
proceeds arising from the liquidation process of the respective
companies. Subsequently, the said proceeds will be utilized for
partial cash settlement of the Principal Debt.

Proposed Transfer of Listing Status

The Proposed Transfer of Listing Status will result in the
entire enlarged issued and paid-up share capital of JAKS
Resources, after the Proposed Share Exchange, Proposed
Acquisitions and Proposed Debt Restructuring Scheme, being
listed on the Main Board of the KLSE in place of the issued and
paid-up share capital of WTHB.

Put and Call Arrangements pursuant to the Proposed Debt
Restructuring Scheme

Pursuant to the Proposed Debt Restructuring Scheme, 75,000,000
JAKS Resources Shares will be issued by JAKS Resources to Scheme
Creditors as part settlement of the Principal Debt.

Under the Proposed CDRS, JAKS Vendors and PTS Vendors shall
grant the Scheme Creditors a put option to dispose of 25,000,000
JAKS Resources Shares (Option Shares) to the JAKS Vendors and
the PTS Vendors at RM1.00 per JAKS Resources Share. The put
option shall be secured by 25,000,000 JAKS Resources Shares to
be issued to the JAKS Vendors and the PTS Vendors pursuant to
the Proposed JAKS Acquisition and the Proposed PTS Acquisition
respectively. The put option over the first 50% of the Option
Shares (i.e. 12,500,000 JAKS Resources Shares) are exercisable
any time after the 1st anniversary of the listing and quotation
date of JAKS Resources (Listing Date) and shall expire on the
2nd anniversary of the Listing Date. The put option over the
balance is exercisable any time after the 2nd anniversary of the
Listing Date and shall expire on the 3rd anniversary of the
Listing Date.

At the same time, the Scheme Creditors shall grant the JAKS
Vendors and the PTS Vendors a call option to acquire the Option
Shares from the Scheme Creditors at RM1.00 per JAKS Resources
Share any time after the Listing Date but not later than the 3rd
anniversary of the Listing Date.

Rationale for the Proposed CDRS

The audited results of the WTHB Group for the past 3 financial
years ended 31 July 2001 recorded audited losses after tax and
minority interests of RM70.53 million, RM47.23 million and
RM170.50 million, respectively. On 28 June 2002, WTHB announced
to the KLSE that the unaudited consolidated results of WTHB for
the 9 months period ended 30 April 2002 recorded further losses
of RM78.23 million. As at 30 April 2002, the Group recorded a
capital deficiency position amounting to RM620 million as a
result of the reported losses.

In view of the above and the present operating and business
environment faced by the WTHB Group, the Directors of WTHB do
not expect the financial performance of the WTHB Group to
improve sufficiently enough for the Group to meet with its
financial obligations and to service and repay the outstanding
debts of the WTHB Group.

Against such a backdrop and with the onerous debt liabilities of
the WTHB Group, the Proposed CDRS is envisaged:

(i) To enable WTHB to address the debt obligations of the WTHB
Group in an equitable and orderly manner. In addition, the
Proposed CDRS provides a better alternative for repayment to the
Scheme Creditors, as they would receive a return higher than if
the WTHB Group is to be liquidated.

(ii) To enable the shareholders of WTHB (as eventual
shareholders of JAKS Resources) and the Scheme Creditors
(pursuant to their participation in the Proposed CDRS) to
participate in the future growth and prospects of JAKS Resources
and JAKS Group.

WTSP's operations are complementary to that of the JAKS Group
and PTS. Subsequent to the completion of the Proposed CDRS,
efforts would be made to reorganize WTSP's operations and
realign them to that of the JAKS Group.

Risk Factors

The following is a discussion of risk factors (which may not be
exhaustive) pertaining to the Proposed CDRS:

Sensitivity to Economic Downturn

Changes in economic and political conditions in Malaysia could
materially and adversely affect the financial and business
prospects of JAKS Group and PTS. Whilst the Government has as a
result of the recent economic downturn implemented fiscal
stimulus program in the form of infrastructural projects, there
is no assurance that the Government will continue to place such
emphasis on infrastructural projects in the future.

In addition, other uncertainties include expropriation,
nationalization, changes in interest rates and unfavorable
changes in government policies such as changes in method of
taxation and introduction of new regulations. Whilst JAKS
Resources could take effective measures to avoid any adverse
impact from economic and political factors, such as prudent
financial management and efficient operating procedures, there
is no assurance that such adverse political and economic factors
will not materially affect the performance of JAKS Resources.

Dependence on Major Supplier

All hot-rolled coils (HRC) used for the production of mild steel
pipes and other mild steel specials (bends, tees, valves and
fittings) by JAKS Resources' proposed subsidiary companies,
namely, PTS, and Integrated Pipe Industries Sdn Bhd (IPI) are
supplied by a local HRC manufacturer. Should the aforesaid local
HRC manufacturer experience any production setbacks which
subsequently impedes its production capacity, the proposed pipe
manufacturing subsidiaries of JAKS Resources may face a shortage
of supply of HRC required for the production of mild steel pipes
and mild steel specials.

Dependence on Supply Contract

JAKS-KDEB Consortium had on 25 October 2001 entered into the
Pipe Supply Contract with the State Government of Selangor for a
duration of 10 years. For the 7-month period ended 31 July 2002,
JAKS-KDEB Consortium derived all of its income from the Pipe
Supply Contract.

Upon completion of the Proposed CDRS, JAKS-KDEB Consortium would
become a significant earnings contributor to JAKS Resources
Group. The Pipe Supply Contract also provides JAKS-KDEB
Consortium with the right to design, test, manufacture and
supply any form of pipes and fittings that it deems capable of
doing so with any other third party. Further, the State
Government of Selangor may at its discretion grant to JAKS-KDEB
Consortium an extension of the Pipe Supply Contract for a
further 10 years upon the expiration of the initial term of 10
years from 25 October 2001. Notwithstanding the above, there is
no assurance that there will not be any variations or
cancellation of the Pipe Supply Contract that would not
adversely affect the profitability and business operations of
JAKS-KDEB Consortium.

Dependence on Directors and Senior Management

Upon completion of the Proposed CDRS, the Directors and senior
management of JAKS, PTS and WTSP will assume management
responsibilities at JAKS Resources. As such, the success of JAKS
Resources will depend to a significant extent upon the abilities
and efforts of the Directors and senior management of JAKS, PTS
and WTSP. The senior management of JAKS and PTS have several
years of experience and technical know-how in the water related
construction works and mild steel pipe manufacturing. Based on
the aforesaid, JAKS Resources's performance and ability to
remain competitive may be adversely affected by any substantial
change or loss in the Directors and/or senior management of
JAKS, PTS or WTSP.

Competition

Mild steel pipe manufacturing

Under present tariff structures, PTS, JAKS-KDEB Consortium and
IPI would face competition mainly from local companies in
respect of pipe trading and manufacturing. According to the
Malaysian Iron and Steel Industry Federation Report 2001, there
are about 35 manufacturers engaged in producing various sizes
and grades of steel and cement lined pipes (including fittings)
in Malaysia. In view of the prevailing level of competitiveness,
there can be no assurance that the aforesaid level of
competitiveness will not materially affect the future
performance of JAKS Resources Group.

Water-supply construction activities

With the amount of emphasis placed by the Government on the
improvement of the national water supply system through the
proposed National Water Policy and the National Water Resources
Master Plan, JAKS anticipate that this will attract other
construction based companies into the water-supply construction
activities. In view of the increasing level of competitiveness
in the water-supply construction activities, there can be no
assurance that the aforesaid level of competitiveness will not
materially affect the future performance of JAKS Resources
Group.

Market Liberalization through the Asean Free Trade Agreement
(AFTA)

The overall goal of the Common Effective Preferential Tariff
(CEPT) Scheme under Asean Free Trade Agreement (AFTA) is to
reduce intra-regional tariffs on goods to between 0% and 5% by 1
January 2003. Countries that have committed to this arrangement
include Brunei, Indonesia, Malaysia, Philippines, Singapore,
Thailand, Vietnam, Cambodia, Laos and Myanmar. The aforesaid
scheme is expected to result in a liberalized market and
intensify competition among producers of similar products in the
region.

The local tariff on Malaysian welded steel pipe and tubes
category was increased with effect from 15 March 2002 from
between 11% and 30% to 50%. With AFTA in place, this tariff may
be reduced to between 0% and 5% by 1 January 2003. Therefore,
the Malaysian steel industry would have to be more cost and
quality competitive in the future. With the removal of trade and
non-trade barriers, not only would exports be more competitive,
there is also the danger of erosion of the domestic market share
to foreign products. Nevertheless, it is believed that any
tariff adjustments under AFTA to be adopted by the Malaysian
Government would take into consideration the impact on the
domestic steel industry.

Business Risks

JAKS Group and PTS are also generally subject to risks which are
inherent in their respective industries in which they operate
such as rising costs and/or shortage of inputs including labor
and raw materials, limited availability of and/or increasing
costs or working capital, credit lines or other financing for
its operations or projects, and technological advances.

More specific factors which could adversely affect the future
principal businesses of JAKS Resources Group are as follows:

(i) Construction activities under water supply projects are
subject to, inter-alia, shortages in the supply of labor and raw
materials, sufficiency of financing and cash flows for the
duration of the water supply projects, business and credit
conditions and unsatisfactory performance of sub-contractors who
participate in JAKS's construction contracts under the water
supply projects.

(ii) Mild steel pipe manufacturing is subject to, inter-alia,
shortages in the supply of labor and raw materials, adverse
movements in the cost of raw materials especially the price of
steel plates, a decline in the creditworthiness of its trade or
other debtors, business and credit conditions.

Contribution to Economic Growth and Future Prospects

Upon completion of the Proposed Acquisitions, JAKS Resources
will principally be involved in the construction activities of
water supply projects, manufacturing of mild steel pipes and
mild steel specials (bends, tees, valves and fittings) for water
supply projects as well as the trading of all forms of pipes and
other related products.

Presently, the nation's water demand is 9,540 million liters per
day (MLD) and this demand is expected to grow at an average of
6% per annum from 2000 to 2010. As the nearer and more
economical water sources are quickly exhausted, future water
supply will have to depend on bigger and further water sources
almost inevitably requiring the construction of dams, large
water treatment plants, long transmission mains and water
transfers. As such, over the next 5 years, the thrust of the
country's water supply will focus on the need to efficiently
manage the national water resource system so that the nation
will have an adequate supply of safe water. A total of RM3.9
billion (as compared to RM2.4 billion under the 7th Malaysia
Plan) has been allocated under the 8th Malaysia Plan (8MP) for
water supply.

The Government has approved a master plan for the development of
water sources in the country up to year 2050. The aforesaid
master plan includes a total of 62 major water projects,
including the construction of 47 dams which total capital cost
is about RM 51.9 billion. Some of the water projects to be
implemented in the near future up to 2010 include the Jelebu Dam
and the Batu Hempar Dam in Negri Sembilan, the Perak-Penang Raw
Water Transfer, the Sayong Dam and the Ulu Sedili Besar Dam in
Johor, the Keruak Dam in Trengganu, and several others in Sabah
and Sarawak.

(Source: Speech by Yang Berbahagia Tuan Mohamed Khaled Bin
Nordin, Deputy Minister of Works at the Water and Wastewater
Technology Cooperation Meeting held on 27 March 2002 and the
Eighth Malaysia Plan 1996 - 2005)

In Selangor and Kuala Lumpur, 40% of water is lost through Non-
revenue Water (NRW). NRW is the loss of revenue arising from the
loss of water through seepage, leakage from burst pipes and
stolen water. Of the said 40%, more than half is due to leaking
pipes that are old and brittle. As such, according to the
Selangor Waterworks Department, plans are underway to replace
all the existing asbestos cement pipes in Selangor and Kuala
Lumpur within the next five years. The aforesaid pipe
replacements are expected to cost approximately RM1.2 billion
for the 5,010 km of pipes in Selangor and Kuala Lumpur. The
asbestos cement pipes are to be replaced with those of different
materials such as ductile iron, polyethylene, cement or mild
steel depending on certain criteria such as the location.

(Source: Pipe decay costing millions, Public Works Department:
Asbestos-cement type has far exceeded its 20-year lifespan, New
Straits Times dated 30 January 2002).

JAKS is currently carrying out pipe laying and reservoir
construction activities at Bukit Badong as well as pipe laying
activities at Rasa in Selangor. In addition to the construction
activities carried out by JAKS, the Pipe Supply Contract will
provide JAKS-KDEB Consortium with the right to manufacture and
supply all forms of pipes and fittings such as tees, bends,
tapers, collars, mechanical joints as required by the State
Government of Selangor.

Effects of the Proposed CDRS

On Group Structure

For diagrammatic effects of the Proposed CDRS on the group
structure, please refer to Table 20 of this announcement.

On Share Capital

WTHB

As at 31 July 2002, the existing issued and paid-up share
capital of WTHB is RM68,081,700 comprising 68,081,700 WTHB
Shares. Under the Proposed CDRS, WTHB would eventually be
liquidated.

JAKS Resources

The changes in the issued and paid-up share capital of JAKS
Resources pursuant to the Proposed CDRS are set out in
http://bankrupt.com/misc/cdrs_effects.pdf.

On Earnings

The existing WTHB Group has been suffering losses for the past 3
financial years ended 31 July 2001 and the Directors do not
foresee any immediate turnaround in the Group's financial
performance.

On the other hand, JAKS Group and PTS are profitable and
following the completion of the Proposed CDRS, JAKS Resources
Group is expected to perform positively.

The RCSLS-A and the RCSLS-B are not expected to have any
material effect on the earnings of JAKS Resources until such
time as the RCSLS-A and the RCSLS-B are converted. Any potential
effect on the earnings of JAKS Resources would depend on the
nominal amount of RCSLS-A and RCSLS-B converted at the relevant
point in time.

On Net Tangible Assets (NTA) and Gearing

Based on the audited accounts of WTHB for the financial year
ended 31 July 2001, the WTHB Group has a net tangible liability
of RM379.27 million as at 30 July 2001.

For further details on the effects of the Proposed CDRS on the
NTA and gearing of JAKS Resources, please refer to
http://bankrupt.com/misc/jaks_nta.pdf.

On Substantial Shareholders' Interest

WTHB

Based on the Register of Substantial Shareholders as at 31 July
2002, Lembaga Tabung Haji is the only substantial shareholder of
WTHB holding 11,302,000 WTHB Shares representing 16.60% equity
interest in WTHB.

Pursuant to the Proposed Share Exchange, WTHB shall become a
wholly owned subsidiary company of JAKS Resources and Lembaga
Tabung Haji shall exchange its existing 11,302,000 WTHB Shares
for 1,412,750 new JAKS Resources Shares. Upon completion of the
Proposed CDRS, Lembaga Tabung Haji shall become a shareholder of
JAKS Resources with an approximate 0.45% equity interest.

JAKS Resources

Pursuant to the implementation of the Proposed CDRS, the
eventual substantial shareholders of JAKS Resources and their
shareholdings are as set out in
http://bankrupt.com/misc/cdrs_effects1.pdf.

Upon completion of the Proposed CDRS but prior to the full
conversion of the RCSLS-A and the RCSLS-B, approximately 27.51%
of JAKS Resources' enlarged issued and paid-up share capital
will be in the hands of public shareholders.

On Dividends

In view of the current financial position of WTHB Group, the
Company is in no position to declare any dividend for the
financial year ending 31 July 2003.

Moratorium on Sale of JAKS Resources Shares by the Vendors

It is a requirement of the Securities Commission (SC) that a
moratorium be imposed on 50% of the new JAKS Resources Shares to
be issued to the JAKS Vendors and PTS Vendors, as consideration
for the Proposed JAKS Acquisition and Proposed PTS Acquisition
respectively for one year from the date of listing of the said
new JAKS Resources Shares. Thereafter, the JAKS Vendors and PTS
Vendors are allowed to sell, transfer or assign only up to a
maximum of 1/3 per annum (on a straight-line basis) of their
respective shareholdings in JAKS Resources, which are under
moratorium.

Upon completion of the Proposed CDRS, the JAKS Vendors will
collectively own approximately 208.0 million new JAKS Resources
Shares, representing approximately 68.53% equity interest in the
enlarged share capital of JAKS Resources. On the same note, the
PTS Vendors will collectively own approximately 12.0 million new
JAKS Resources Shares representing approximately 3.95% equity
interest in the enlarged share capital of JAKS Resources.
Details of the shareholdings of the JAKS Vendors and PTS Vendors
in JAKS Resources that are subjected to the moratorium are set
out in http://bankrupt.com/misc/jaks_moratorium.pdf.

Conditions of the CDRS

The Proposed CDRS is conditional upon the following:

(i) the approval of the SC for the Proposed CDRS and for a
waiver to JAKS Resources from compliance with the rating
requirement in respect of the proposed issuance of RSCLS-A and
RCSLS-B;

(ii) the approval of the FIC for the Proposed Acquisitions;

(iii) the approval of the Ministry of International Trade and
Industry ("MITI") for the Proposed Acquisitions;

(iv) the approval of the Controller for the proceeds from the
private debt securities issued by a resident controlled company
to be utilized for the settlement of offshore borrowings and
offshore credit facilities of the applicable Scheme Creditors;

(v) the approval of the Scheme Creditors in respect of their
respective schemes of arrangement under the Proposed CDRS
pursuant to Section 176 of the Act;

(vi) the approval of the shareholders of WTHB, WTMI, WTDIP, WBH,
VS and WTSP at the respective court convened meetings to be held
pursuant to Section 176 of the Act;

(vii) the Proposed CDRS being sanctioned by the High Court of
Malaya pursuant to Section 176 of the Act;

(viii) the approval-in-principle of the Kuala Lumpur Stock
Exchange (KLSE) for the listing of and quotation for the JAKS
Resources Shares to be issued pursuant to the Proposed CDRS;

(ix) the approvals of other relevant authorities, if any.

The Proposed Share Exchange, Proposed Acquisitions, Proposed
Debt Restructuring Scheme and Proposed Transfer of Listing
Status are inter-conditional.

The Proposed Debt Restructuring Scheme of WTHB and WTSP are
inter-conditional. The Proposed Debt Restructuring Scheme of
WTMI, WTDIP, WBH and VS are not conditional upon each other but
are conditional upon the implementation of the Proposed Debt
Restructuring Scheme of WTHB. The Proposed Debt Restructuring
Scheme of WTHB is not conditional upon the Proposed Debt
Restructuring Scheme of WTMI, WTDIP, WBH and VS.

Directors' and Substantial Shareholders' Interests

None of the Directors and/or the substantial shareholder of WTHB
and/or any persons connected with them have any interest, direct
of indirect in the Proposed CDRS.

Directors' Statement

Having considered the current financial position of the WTHB
Group and the rationale for the Proposed CDRS, the Directors of
WTHB are of the view that the Proposed CDRS is in the best
interest of the shareholders of WTHB.

Departure from SC's Guidelines

Save as disclosed below, the terms of the Proposed CDRS complies
with the requirements of the SC's Policies and Guidelines on the
Issue/Offer of Securities and the SC's Guidelines on the
Offering of Private Debt Securities (SC's PDS Guidelines):

Rating Requirement

Section 20 of the SC's PDS Guidelines stipulates that save for
irredeemable convertible loan stocks, all issues, offers or
invitations of private debt securities are required to be rated
by a rating agency recognized by the SC unless otherwise allowed
in writing by the SC.

Under the Proposed CDRS, the RCSLS-A and RCSLS-B would be issued
to Scheme Creditors who comprise mainly financial institutions
in settlement of existing borrowings and therefore would not be
issued to raise fresh funds. Further, the RCSLS-A and RCSLS-B
are non-transferable and will not be listed.

In this connection, JAKS Resources proposes to seek the SC's
approval for a waiver from compliance with the aforesaid rating
requirement.

Submission to Authorities and Completion

The applications to the relevant authorities for the Proposed
CDRS is expected to be made no later than the week commencing on
16 September 2002.

The completion and implementation of the Proposed CDRS is
expected to require 12 months.

Advisers

RHB Sakura Merchant Bankers Berhad has been appointed as the
Financial Adviser to WTHB whilst Messrs. Anuarul Azizan Chew &
Co has been appointed as the Independent Financial Adviser to
the Scheme Creditors in respect of the Proposed CDRS.

Documents Available for Inspection

The following documents will be available for inspection at the
Registered Office of WTHB at 10 Floor, Tower Block, Kompleks
Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur during
normal business hours from Mondays to Friday (except public
holidays):

(i) Definitive Agreement dated 29 August 2002 entered into
between WTHB and JAKS Vendors and PTS Vendors in respect of the
Proposed CDRS;

(ii) Memoranda and Articles of Association of WTHB, WTSP, WTMI,
WTDIP, WBH and VS;

(iii) Memoranda and Articles of Association of JAKS and PTS;

(iv) Audited accounts of WTHB, WTSP, WTMI, WTDIP, WBH and VS for
the past 3 financial years ended 31 July 2001 and the audited
accounts of WTSP for the 9 month period ended 30 April 2002;

(v) Audited accounts of JAKS for the past 5 financial years
ended 31 December 2001 and the audited accounts for the 7 month
period ended 31 July 2002;

(vi) Audited accounts of PTS for the past 5 financial years
ended 30 September 2001 and the audited accounts for the 10
month period ended 31 July 2002; and

(vii) Valuation Reports on the WTHB Land from Messrs. Khong &
Jaafar Sdn Bhd.


UCP RESOURCES: Executes PA With Investors
-----------------------------------------
The Board of Directors of UCP Resources Berhad wishes to
announce that on 30 August 2002, that the Company executed a
Principal Agreement (PA) with Dato' Ir. Goh Nai Kooi and Ir. Dr
Goh Yong Chee, investors who have expressed an interest in
participating in the restructuring scheme of the Company
includes, inter alia, the following:

1. Proposed Incorporation of a company;
2. Proposed Exchange of Shares;
3. Proposed Acquisitions;
4. Proposed Transfer of Listing Status;
5. Proposed Special Issue of Shares;
6. Proposed Settlement of Debts; and
7. Proposed Liquidation.

The Company wishes to inform that a definitive agreement will be
executed once the Proposals have been finalized between the
respective parties.

None of the Directors or substantial shareholders of the Company
and/or persons connected with them have any interest, direct or
indirect in the PA.


UNITED CHEMICAL: Plans to Commence Restructuring Agreement
----------------------------------------------------------
Further to the announcement made by Alliance Merchant Bank
Berhad on behalf of United Chemical Industries Berhad (UCI) on 1
August 2002, Alliance wishes to announce on behalf of UCI that
the Company proposes to undertake the following proposals (which
are defined hereinafter), terms of which are to be recorded in
and to be regulated under a Corporate Restructuring Agreement
(CRA) to be entered into between Perbadanan Kemajuan Negeri
Perak (PKNP), KUB Malaysia Berhad (KUB), Aspirasi Ekuiti Sdn Bhd
(AESB) and UCI. On 30 August 2002, KUB, PKNP and AESB have
issued the respective letters of irrevocable and unconditional
undertaking to UCI to enter into the said CRA.

A summary of the proposals is set out as follows:

(i) proposed scheme of arrangement between UCI and its
shareholders under Section 176 of the Companies Act, 1965 to
exchange their existing ordinary shares of RM1.00 in UCI (UCI
Shares) with new ordinary shares of RM0.50 each in AESB (AESB
Shares) (Proposed UCI Scheme);

(ii) proposed acquisitions by AESB of equity interest in a group
of companies involved in property development and investment
from KUB, KUB Ekuiti Sdn Bhd (KUBE) and PKNP respectively
(Proposed Acquisitions);

(iii) proposed settlement of debts outstanding in UCI pursuant
to a scheme of arrangement under Section 176 of the Companies
Act, 1965 (Proposed Debt Restructuring);

(iv) proposed scheme of arrangement between Syarikat Majuperak
Berhad (Majuperak) and its shareholders under Section 176 of the
Companies Act, 1965 to exchange their existing shares in
Majuperak with AESB Shares and Zero-Coupon Irredeemable
Convertible Preference Shares in AESB (ICPS) (Proposed Majuperak
Scheme);

(v) proposed transfer of the listing status of UCI to AESB
(Proposed Transfer of Listing Status);

(vi) proposed restricted issue of 11,000,000 new AESB Shares to
investors to be identified at an issue price of RM0.70 per AESB
Share (Proposed Restricted Issue); and

(vii) proposed offer for sale of:
* 7.5 million AESB Shares by PKNP at an offer price of RM0.70
per share;
* 8.0 million AESB Shares by KUB at an offer price of RM0.70 per
share; and
* RM2 million nominal value of 0.5% Irredeemable Convertible
Unsecured Loan Stocks in AESB (ICULS) at 100% of the nominal
value;

to the public (Proposed Offer for Sale).

(collectively referred to as Proposed Restructuring Scheme).
The Proposed UCI Scheme, Proposed Acquisitions, Proposed Debt
Restructuring, Proposed Majuperak Scheme, Proposed Transfer of
Listing Status, Proposed Restricted Issue and Proposed Offer for
Sale are inter-conditional.

DETAILS OF THE PROPOSED RESTRUCTURING SCHEME

The summary of the Proposed Restructuring Scheme, which is
expected to be completed by the first half of 2003, is set out
below. It should be highlighted that the details on the Proposed
Restructuring Scheme as disclosed is indicative and is subject
to further amendments and/or changes pending the execution of
the CRA and a requisite announcement will be made subsequently.

Proposed UCI Scheme

The Proposed UCI Scheme entails the exchange of each UCI Share
for 1.4 AESB Shares at an issue price of RM0.70 per AESB Share
to facilitate the completion of the Proposed Restructuring
Scheme which will become the new listed vehicle.

The Proposed UCI Scheme will be subject to changes pending the
outcome of the negotiation with the creditors.

Upon completion of the Proposed UCI Scheme, the Company will
become a wholly owned subsidiary of AESB.

The new AESB Shares shall upon allotment and issue, rank pari
passu in all respects with the existing shares of AESB.

Proposed Acquisitions

Acquiree Companies

AESB will be entering into several conditional sale and purchase
agreements (SPAs) with KUB, KUBE and PKNP respectively for the
proposed acquisitions of the following companies:

(i) 21,050,763 ordinary shares of RM1.00 each in KUB Development
Berhad (KUBD) representing the entire issued and paid-up capital
of KUBD from KUBE for a total purchase consideration of
approximately RM34.6 million;

(ii) 4,125,000 ordinary shares of RM1.00 each in KUB Realty Sdn
Bhd (KUBR) representing the entire issued and paid-up capital of
KUBR from KUBE for a total purchase consideration of
approximately RM17.0 million;

(iii) 20,000,000 ordinary shares of RM1.00 each in Peraharta Sdn
Bhd (Peraharta) representing the entire issued and paid-up
capital of Peraharta from KUB for a total purchase consideration
of approximately RM23.5 million;

(iv) 1,000,000 ordinary shares of RM1.00 each in Perbiba Sdn Bhd
(Perbiba) representing the entire issued and paid-up capital of
Perbiba from KUB for a total purchase consideration of
approximately RM1.6 million;

(v) 300,000 ordinary shares of RM1.00 each in Pembinaan Efektif
(M) Sdn Bhd (Pembinaan Efektif) representing 60% equity interest
in Pembinaan Efektif from KUBE for a total purchase
consideration of approximately RM44.8 million; and

(vi) 200,004 ordinary shares of RM1.00 each in Harta Perak
Corporation Sdn Bhd (Harta Perak) representing the entire issued
and paid-up capital of Harta Perak from PKNP for a total
purchase consideration of approximately RM167.6 million.

The aggregate purchase consideration of approximately RM289.2
million will be satisfied via the issuance of a combination of
approximately156.7 million AESB Shares issued at RM0.70 per
share, 167.8 million ICPS issued at par and RM95.6 million
nominal value of ICULS.

KUBD, KUBR, Peraharta, Perbiba, Pembinaan Efektif and Harta
Perak are collectively referred to as Acquiree Companies.

The shares of the Acquiree Companies shall be acquired free from
all encumbrances and with all rights attaching thereto.

There are no liabilities to be assumed by AESB pursuant to the
Proposed Acquisitions.

Basis of arriving at the Purchase Consideration

The consideration for the shares in the Acquiree Companies was
arrived at on a willing buyer-willing seller basis based on the
audited net tangible assets (NTA) of the respective Acquiree
Companies after taking into consideration the following:

(i) revaluation of the landed properties of the respective
Acquiree Companies as valued by independent firms of valuers;
and

(ii) capitalization of debts owing by the Acquiree Companies to
the vendors, namely KUB and PKNP.

The final consideration for the Acquiree Companies will be
adjusted for their respective audited NTA as at 31 December 2002
and any additional consideration will be satisfied via the
issuance of ICPS.

New Securities in AESB to be Issued

AESB Shares

The issue price of RM0.70 per AESB Share in respect of the
Proposed Acquisitions was arrived at after taking into
consideration the following:

(i) closing market price of UCI prior to suspension of its
shares on the Kuala Lumpur Stock Exchange (KLSE) on 31 July 2002
of RM0.22, which is below its par value of RM1.00;

(ii) 5-day weighted average market price of UCI up to 31 July
2002 of RM0.19, prior to the suspension of UCI Shares on the
KLSE;

(iii) NTA of RM1.37 per AESB Share upon completion of the
Proposed Restructuring Scheme (prior to conversion of ICULS,
RCULS and ICPS);

(iv) the par value of AESB Shares of RM0.50.

The new AESB Shares to be issued pursuant to the Proposed
Acquisitions shall, upon issue and allotment, rank pari passu in
all respects with the existing AESB Shares.

Information on Acquiree Companies and Vendors

KUBD was incorporated in Malaysia under the Companies Act, 1965
on 15 February 1984 as a private limited company under the name
of Bersatu Raya Development Sdn Bhd. The company was converted
into a public limited company on 7 May 1986 and changed to its
present name on 29 July 1992. KUBD has an authorised share
capital of RM21,500,000 comprising 21,500,000 ordinary shares of
RM1.00 each of which 21,050,763 ordinary shares of RM1.00 each
have been issued and paid-up.

KUBD is principally involved in property development and related
business such as contracts and project management. The
consolidated NTA and profit after tax and minority interest
(PAT) of KUBD based on its audited financial statement for the
financial year ended 31 December 2001 was RM16.8 million and
RM2.6 million respectively.

KUBR was incorporated in Malaysia under the Companies Act, 1965
on 16 July 1996 as a private limited company under the name
Prestasi Bitara Sdn Bhd. The company assumed its present name on
23 August 1996. KUBR has an authorized share capital of
RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00
each of which 4,125,000 ordinary shares of RM1.00 each have been
issued and paid-up.

KUBR is principally involved in the property and real estate
management and maintenance and project management consultancy.
The consolidated NTA and loss after taxation (LAT) of KUBR based
on its audited financial statement for the financial year ended
31 December 2001 was RM1.7 million and RM2.4 million
respectively.

Peraharta was incorporated in Malaysia under the Companies Act,
1965 on 28 June 1974 as a private limited company under the name
of Mara-Uda Sdn Bhd. The company assumed its present name on 21
February 1986. Peraharta has an authorized share capital of
RM20,000,000 comprising 20,000,000 ordinary shares of RM1.00
each of which 20,000,000 ordinary shares of RM1.00 each have
been issued and paid-up.

Peraharta is principally involved in property management and
building maintenance. The consolidated NTA and LAT of Peraharta
based on its audited financial statement for the financial year
ended 31 December 2001 was RM12.4 million and RM0.8 million
respectively.

Perbiba was incorporated in Malaysia under the Companies Act,
1965 on 17 October 1973 as a private limited company.

Perbiba has an authorized share capital of RM5,000,000
comprising 5,000,000 ordinary shares of RM1.00 each of which
1,000,000 ordinary shares of RM1.00 each have been issued and
paid-up.

Perbiba is principally involved in property development. The NTA
and PAT of Perbiba based on its audited financial statement for
the financial year ended 31 December 2001 was RM1.6 million and
RM1.0 million respectively.

Pembinaan Efektif was incorporated in Malaysia under the
Companies Act, 1965 on 11 February 1992 as a private limited
company. Pembinaan Efektif has an authorized share capital of
RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each
of which 500,000 ordinary shares of RM1.00 each have been issued
and paid-up.

Pembinaan Efektif is principally involved in property
development. The NTA and LAT of Pembinaan Efektif based on its
audited financial statement for the financial year ended 31
December 2001 was RM8.2 million and RM0.2 million respectively.

Pembinaan Efektif is 60% owned by KUBE whilst the remaining 40%
is held by Villa Annexe Sdn Bhd, a wholly owned subsidiary of
Peraharta which is one of the Acquiree Companies.

Harta Perak was incorporated in Malaysia under the Companies
Act, 1965 on 18 April 1977 as a private limited company. The
company changed its name to Maju Kawal Sdn Bhd, Perak Bumiharta
Sdn Bhd and Maju Perak Corporation Sdn Bhd on 18 April 1977, 5
December 1997 and 6 September 2000 respectively. The company
assumed its present name on 3 July 2001. Harta Perak has an
authorized share capital of RM250,000 comprising 250,000
ordinary shares of RM1.00 each of which 200,004 ordinary shares
of RM1.00 each have been issued and paid-up.

Harta Perak is principally involved in the business of property
development and investment, the provision of project management
services and investment holding. The consolidated NTA and PAT of
Harta Perak based on its audited financial statement for the
financial year ended 31 December 2001 was RM18.4 million and
RM5.5 million respectively.

AESB was incorporated in Malaysia under the Companies Act, 1965
on 5 July 2002 as a private limited company. AESB has an
authorised share capital of RM100,000 comprising 100,000
ordinary shares of RM1.00 each of which 2 ordinary shares of
RM1.00 each have been issued and fully paid-up. AESB is
currently dormant.

PKNP is a state incorporated body formed on 7 October 1967 under
the Perak State Development Corporation Enactment No. 3 of 1967.
The main objective of the establishment of PKNP was to become
the main government agency responsible for implementing and
expediting the socio-economic development and progress of the
state. Its principal activities include property and
infrastructure development, tourism, manufacturing and
investment holding.

KUB was incorporated in Malaysia under the Companies Act, 1965
on 21 June 1965 as a public limited company under the name of
Syarikat Permodalan dan Perusahaan Perak Berhad before it
changed its name to Permodalan Perak Berhad on 28 April 1995.
The company assumed its present name on 19 October 1996. KUB has
an authorised share capital of RM1,000,000,000 comprising
1,000,000,000 ordinary shares of RM1.00 each of which
504,620,391 ordinary shares of RM1.00 each have been issued and
paid-up.

KUB is an investment holding company and its subsidiaries are
principally involved in information & communications technology,
liquefied petroleum gas, food & beverage, education & training,
and engineering & construction. The consolidated NTA and LAT of
KUB based on its audited financial statement for the financial
year ended 31 December 2001 was RM634.6 million and RM18.7
million respectively.

KUBE was incorporated in Malaysia under the Companies Act, 1965
on 18 July 1996 as a private limited company under the name of
Imbasan Pelangi Sdn Bhd before it assumed its present name on 26
September 1996. KUBE has an authorized share capital of
RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00
each of which 127,697,451 ordinary shares of RM1.00 each have
been issued and paid-up.

KUBE is principally involved in investment holding activities.
The consolidated NTA and LAT of KUBE based on its audited
financial statement for the financial year ended 31 December
2001 was RM617 million and RM48.9 million respectively.

Information on the projects/properties of the Acquiree Companies
will be provided upon the execution of the CRA and SPAs.

Proposed Debt Restructuring

The Proposed Debt Restructuring entails the settlement of all
known debts involving the secured lenders, unsecured lenders,
and trade and other creditors (Creditors) as at 31 March 2002.
As at todate, UCI is in the midst of negotiating with its
Creditors and has yet to obtain the Creditors' agreement to the
Proposed Debt Restructuring pursuant to the scheme of
arrangement.

(i) Secured Lenders
The Secured Lenders are financial institutions who have extended
credit facilities to UCI which were secured by certain tangible
assets pledged by UCI.

The Secured Lenders are ACF-Affin Finance Berhad, BI Credit &
Leasing Berhad and Bank Industri Malaysia Berhad.

It is proposed that the amount owing to Secured Lenders of
RM39.8 million to be settled as follows:

(a) approximately 54% or approximately RM21.3 million of the
outstanding debt will be written-off;

(b) approximately 37% or approximately RM14.7 million of the
outstanding debt will be converted into approximatelyRM14.7
million nominal value of 2.5% Redeemable Convertible Unsecured
Loan Stocks in AESB (RCULS); and

(c) approximately 9% or approximately RM3.8 million of the
outstanding debt will be converted into approximately RM3.8
million nominal value of ICULS.

(ii) Unsecured Lenders, and Trade and Other Creditors

The Unsecured Lenders have been classified as financial
institutions who have extended credit facilities to UCI which
were not secured by any tangible assets.

As at 31 March 2002, the outstanding amount is approximately
RM12.8 million. The amount is proposed to be settled as follows:

(a) 85% or approximately RM10.9 million of the outstanding debt
will be written-off; and

(b ) 15% or approximately RM1.9 million of the outstanding debt
will be converted into approximately RM1.9 million nominal value
of ICULS.

Proposed Majuperak Scheme

The Proposed Scheme Scheme entails the exchange of ordinary
shares of RM1.00 each in Majuperak (Majuperak Shares) for
approximately 27.2 million AESB Shares and approximately 148.7
million ICPS. The Proposed Majuperak Scheme is to facilitate the
acquisition of Majuperak which has 2,425 shareholders.

Upon completion of the Proposed Majuperak Scheme, the company
will become a wholly-owned subsidiary of AESB.

The new AESB Shares shall upon allotment and issue, rank pari
passu in all respects with the existing shares of AESB whilst
the new ICPS shall rank pari passu upon allotment and issue
among the holders.

Basis of Exchange Ratio

The exchange ratio was arrived at based on the adjusted audited
NTA of Majuperak as at 31 December 2001 of approximately RM93.4
million adjusted for revaluation surplus on the landed
properties of Majuperak and capitalisation of certain advances
owing to PKNP, its holding company. The appraisal for the landed
properties of Majuperak was undertaken by independent firms of
valuers, Messrs Colliers, Jordan Lee & Jaafar Sdn Bhd, CH
Williams Talhar & Wong, and Suleiman & Co. The open market value
of the aforesaid properties are approximately RM212 million.

The final exchange ratio for the ICPS will be adjusted after
taking into consideration the audited NTA of Majuperak as at 31
December 2002 whilst the exchange ratio for the AESB Shares
remains.

Information on Majuperak

Majuperak was incorporated in Malaysia under the Companies Act,
1965 on 2 September 1976 as a private limited company under the
name Syarikat Majuperak Sdn Bhd. The company was converted into
a public limited and assumed its present name on 18 November
1976. Majuperak has an authorised share capital of RM20,000,000
comprising 20,000,000 ordinary shares of RM1.00 each of which
5,500,000 ordinary shares of RM1.00 each have been issued and
paid-up.

Majuperak is principally involved in property development,
property letting, the provision of management services and
investment holding. The consolidated NTA and PAT of Majuperak
based on its audited financial statement for the financial year
ended 31 December 2001 was RM19.82 million and RM2.87 million
respectively.

Proposed Transfer of Listing Status

Upon completion of the aforementioned proposals, UCI will
transfer its listing status to AESB. Consequently, UCI will be
delisted from the Official List of the Second Board of the KLSE
and AESB will be listed in its place on the Main Board of the
KLSE.

Proposed Restricted Issue and Proposed Offer for Sale

Upon the transfer of its listing status from UCI, AESB will have
to meet the public shareholding spread requirement as stipulated
by the relevant authorities. This will be fulfilled by the
following:

(i) proposed restricted issue by AESB of 11 million new AESB
Shares to the public and/or investors to be identified at an
issue price of RM0.70 per share;

(ii) proposed offer for sale by PKNP of 5 million AESB Shares to
the public at an issue price of RM0.70 per share; and

(iii) proposed offer for sale by KUB of 8 million AESB Shares to
the public at an issue price of RM0.70 per share and RM2 million
nominal value of ICULS to the public at an offer price of RM1.00
for every RM1.00 nominal value of ICULS.

Utilization of Proceeds

The proceeds of RM7.7 million from the Proposed Restricted Issue
will accrue to AESB and will be applied towards working capital
(RM4.2 million) and defraying expenses (RM3.5 million)
pertaining to the Proposed Restructuring Scheme.

The proceeds of RM5.25 million and RM7.6 million from the
Proposed Restricted Offer will accrue to PKNP and KUB
respectively.

Mandatory Offer Implication

Upon completion of the Proposed Restructuring Scheme, PKNP will
own approximately 54.9% of the enlarged issued and paid-up share
capital of the enlarged UCI/AESB Group (before conversion of
ICULS, RCULS and ICPS).

Pursuant to Part 2- Section 6 of the Malaysian Code on Take-
overs and Mergers, 1998 (Code), PKNP is obligated to acquire the
remaining voting shares in AESB not already owned by them.

An application will be made by PKNP to the Securities Commission
(SC) for a waiver from having the mandatory offer obligation
pursuant to Practice Note 2.9.3 of the Code.

PROSPECTS OF THE KUB AND PKNP ASSETS

Upon completion of the Proposed Restructuring Scheme, AESB and
its subsidiary companies (AESB Group) will be primarily involved
in the property development sector.

The expected recovery of the property sector and large strategic
land bank should enable the AESB Group to experience an upturn
in business volume and profitability.

RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME

The objective of the Proposed Restructuring Scheme is to enable
UCI to restructure via AESB, a newly incorporated company, and
discharge in an equitable and orderly manner its outstanding
debts of which will allow its lenders to receive significantly
higher return than they would otherwise receive if UCI were to
be liquidated. The Proposed Restructuring Scheme will alleviate
the current debt burden of UCI through debt write-off and debt
conversion into securities of AESB. The diluting effect on UCI
after the assets injection by KUB and PKNP will be mitigated as
part of the consideration for the assets injection is by way of
ICPS and ICULS.

The existing shareholders of UCI will be able to continue to
participate in the restructured group under AESB through AESB
Shares.

FINANCIAL EFFECTS

The financial effects of the Proposed Restructuring Scheme based
on preliminary financial information are set out below.

Barring any unforeseen circumstances, the Proposed Restructuring
Scheme is expected to enhance the future earnings of the
enlarged group.

APPROVALS REQUIRED

The Proposed Restructuring Scheme is conditional upon the
following approvals:

(i) SC;
(ii) Minister of Finance
(iii) Foreign Investment Committee;
(iv) Ministry of International Trade and Industry (MITI), if
any;
(v) Economic Planning Unit;
(vi) KLSE;
(vii) Shareholders of UCI, KUB and Majuperak;
(viii) Creditors of UCI; and
(ix) Any other relevant authorities.

DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

KUB is a substantial shareholder of UCI. Thus, KUB is deemed
interested for the Proposed KUB Acquisition, Proposed KUBR
Acquisition, Proposed Peraharta Acquisition, Proposed Perbiba
Acquisition and Proposed Pembinaan Efektif Acquisition (Proposed
KUB Assets Acquisition, collectively) and will abstain from
voting on the resolution pertaining to the Proposed KUB Assets
Acquisition.

Datuk Hassan Harun (DHH) who is the Chairman of KUB was a
Director of UCI. He resigned as a Director of UCI on 26 July
2002.

Encik Shabaruddin bin Ibrahim and Mr Donald Han Low are nominee
Directors of KUB on the Board of UCI. Thus, Encik Shabaruddin
and Mr Donald Han Low are deemed interested in the Proposed KUB
Assets Acquisition and will thus abstain from deliberation and
voting in the Board meetings of UCI pertaining to the Proposed
KUB Assets Acquisition.

Save as disclosed above, none of the Directors and major
shareholders of UCI and persons connected to them has any
interest, direct or indirect, in the Proposed Restructuring
Scheme.

DIRECTORS' STATEMENT

The Board Directors of UCI, after careful deliberations on
various factors, is of the opinion that the Proposed
Restructuring Scheme is in the best interest of UCI.

DEPARTURE FROM THE SC'S GUIDELINES

Save as disclosed below, the SC's Policies and Guidelines on
Issue/Offer of Securities have been adhered to in undertaking
the Proposed Restructuring Scheme:

Fixing of Exercise Price/Conversion Price Of RCULS, ICPS and
ICULS

Under the SC's Policies on Issue/Offer of Securities, the
conversion price of convertible securities should be fixed at a
price-fixing date to be determined after the approval of the SC
for the issuance of the convertible securities.

However, AESB proposes to fix the conversion price of the RCULS,
ICPS and ICULS at RM0.70 prior to obtaining SC's approval.

UCI will seek an exemption from the SC to fix the conversion
price of the RCULS, ICPS and ICULS at RM0.70.

ADVISERS

Alliance has been appointed as the adviser for the Proposed
Restructuring Scheme.

In view of the interest of major shareholder of UCI as set out
above, Hwang-DBS Securities Berhad has been appointed as the
independent adviser to the minority shareholders and independent
Directors of UCI.

SUBMISSSION TO AUTHORITIES

The application to the authorities on the Proposed Restructuring
Scheme is expected to be made by 30 October 2002.

All information disclosed in this announcement is subject to
further verification and finalization. A further announcement
will be made in due course upon entering into the CRA. Full
disclosure of information will be made available in the
Requisite Announcement upon execution of the CRA and SPAs.


=====================
P H I L I P P I N E S
=====================


DMCI HOLDINGS: Appoints New Corporate Directors
-----------------------------------------------
DMCI Holdings, Inc. informed that the following were elected
Directors of the Corporation for the year 2002-2003:

David M. Consunji Cesar A.
Buenaventura Isidro A.
Consunji Victor A.
Consunji Jorge A.
Consunji Ma. Edwina C.
Laperal Herbert M.
Consunji Oscar S. Reyes - independent
Evaristo T. Francisco - independent

Immediately after the stockholders' meeting, the following were
elected officers of the Corporation:
David M. Consunji - Chairman
Cesar A. Buenaventura - Vice Chairman
Isidro A. Consunji - President / CEO
Ma. Edwina C. Laperal - Treasurer
Ma. Cristina C. Gotianum - Asst. Treasurer
Herbert M. Consunji - Chief Finance Officer
Alfredo R. Austria - VP for Business Development
Noel A. Laman - Corporate Secretary
Zenaida L. Salipsip - Asst. Corp. Secretary

TCR-AP reported in April that DMCI Holdings Inc. has warned it
will not be able to wholly redeem or buy back the P2.4 billion
(US$46.98 million) convertible preferred shares it issued in
April five years ago due to financial constraints, citing DMCI
Chief Finance Officer Herbert M. Consuji.


NATIONAL POWER: Mak-Ban Power Plant Rehab Set on February 2003
--------------------------------------------------------------
The National Power Corp. (Napocor) said the rehabilitation of
the 425 MW Mak-Ban geothermal power plant will start on February
2003 as approved by Japan Bank for International Cooperation
(JBIC), the Philippine Star said Monday, citing Mak-Ban plant
maintenance manager Efren San Sebastian.

San Sebastian said if the rehabilitation will commence on
schedule, the rehabilitation program would be completed by
January 2004.

The rehabilitation plan will include the repair and replacement
of various equipment and materials such as steam supply, steam
turbine and auxiliaries, cooling water system cooling tower,
generator and excitation system, transformer, uninterruptible
power supply system, instrument and control system and utility
and instrument air system.

San Sebastian said they are looking at the possibility of asking
for additional fund from JBIC to make a full rehabilitation of
the Mak-Ban.

After the rehabilitation, the capacity of the power facility's
units will be increased from 55,000 kilowatt (kw) to 63,000 kw
with improved steam rate of 7.139 kilogram per kw-hour from
eight kg/kw-hr.


* Pres. Arroyo Promulgates Restructuring Program for EC's
---------------------------------------------------------
President Gloria Macapagal-Arroyo has formally signed last
August 28 an Executive Order (EO) No.119, promulgating the
Restructuring Program for Electric Cooperatives (EC's)
nationwide.

The issuance of the EO came after the President announced last
week that she would be issuing an EO for the restructuring of
the 119 EC's in the country. The restructuring program, among
others, authorizes the condonation of EC's rural electrification
loans incurred as of 26 June 2001.

"This means P18 billion worth of government support will
directly benefit almost six (6) million households served by 119
ECs throughout the country. This E.O. effectively condoning
certain loans of all ECs, would lead to the eventual lowering of
electric rates and improved power service in the rural areas,"
President Arroyo said.

Section 60 of Republic Act (RA) 9136 or the Electric Power
Industry Reform Act (EPIRA) provides for the condonation of all
outstanding financial obligations of electric cooperatives to
the National Electrification Administration (NEA) and other
government agencies which were incurred for purposes of
financing the rural electrification program.

"Pursuant to Section 60, all outstanding financial obligations
of ECs.shall be assumed by the Power Sector Assets and
Liabilities Management Corp. (PSALM) in accordance with the
program approved by the President of the Philippines," Rule 31
of the Implementing Rules and Regulations of the EPIRA said.

In issuing EO 119, President Arroyo stressed that "the
assumption by PSALM of the outstanding financial obligations of
ECs entails substantial government support that must come hand-
in-hand with meaningful and lasting reforms, both mandated and
self imposed, among the ECs." This is meant to achieve reliable,
secure and cheaper electricity for all consumers, particularly
in the rural areas, the President added.

The reduction in rural electricity rates will depend, if any, on
the final condition of each EC, and will vary among franchise
areas. The reduction on the rates will still require the
approval of the Energy Regulatory Commission (ERC) and is
anticipated to take several months to implement.

Section 5 of EO 119 sets forth the terms and conditions for the
assumption of the rural electrification loans. These are:

Each rural electrification loan must be (a) duly recorded in the
books of NEA and/or the corresponding creditor government
agencies; (b) validated by the Commission on Audit; and (c)
confirmed by the concerned EC as due and outstanding

Each rural electrification loan shall be audited for
verification purposes by PSALM

The ERC shall have approved the reduction in the EC's power
rates commensurate with the resulting savings due to debt
condonation. At all times, the assumption by PSALM of the loan
shall take effect only upon such ERC approval.

Each EC must be current and continue to be current in the
payment of its obligations to the National Power Corp. (Napocor)
to be eligible for assumption by PSALM of its loan

In the event that an EC is not current in the payment of its
obligations to Napocor, such EC must first submit to NEA a duly
executed agreement with Napocor, containing a sustainable
payment arrangement acceptable to Napocor, before such EC may be
eligible for the assumption by PSALM of its loan.

- each EC shall at all times comply with all NEA policies
governing the EC's relationship with NEA

- each EC shall cooperate with NEA in order for NEA to
effectively prepare them for operating and competing under the
deregulated electricity market within five years from the
effectivity of EPIRA

- each EC is required to submit a Performance Improvement
Program (PIP) and/or a Rehabilitation and Efficiency Plan (REP),
which will cover, among others, institutional, technical,
financial and managerial reforms and financial restructuring

The PIP/REP should provide for specific yearly targets for the
next five years to achieve prescribed levels of efficiency.

Under EO 119, the NEA Board shall issue guidelines for the PIP
and/or REP. Consistent with Section 10 of PD 269 as amended by
PD 1645, said guidelines shall include preventive and/or
disciplinary measures, as may be warranted.

Well performing ECs with rating of A and B will be mandated to
submit a PIP while underperforming ECs with ratings of C, D, or
E will be required to submit an REP, and as warranted, comply
with disciplinary measures.  President Arroyo has been calling
for consolidation of EC's in Bicol, Panay, Negros and Leyte in
order to strengthen themselves in anticipation of a deregulated
power industry.

Given its increased and expanded functions, President Arroyo
also ordered the NEA to submit to the Department of Energy and
the Department of Budget and Management a reorganization plan
containing NEA's redefined institutional, technical and
financial functions.

Earlier, the President Arroyo directed NEA to "exercise
forcefully, strictly and consistently its supervisory powers
over the electric cooperatives."

NEA administrator Father Francisco Silva, for his part,
reiterated the President's call to the 119 EC's to initiate and
implement the necessary reforms among themselves to better serve
the public.

"Echoing the call of President Arroyo, I urge the ECs to put in
place the needed reforms for the improvement and rehabilitation
of their operations. We cannot allow our electric consumers to
be held hostage by ill-performing ECs. It has to stop," Father
Silva emphasized.

For his part, Energy Secretary Vincent S. Perez, Jr. said the
whole Energy Family will work hand-in-hand in implementing the
restructuring of the ECs to ensure that the electric consumers
get the benefit out of this and that the EC's, themselves, will
be able to operate and compete in a deregulated electricity
industry.

"Now that President Arroyo has spoken through EO 119,
Administrator Silva and I stand shoulder- to-shoulder in
implementing the President's order to implement the
restructuring program for electric cooperatives. We believe we
will be able to see improved and efficient electric service in
the rural areas if we work together," Secretary Perez said.

"I urge all EC general managers, all EC Presidents and board
members, and our friends at PHILRECA, NAGMEC and APEC to assist
NEA in reforming our ECs hand-in-hand with this one-time
opportunity of loan condonation," Secretary Perez added.


=================
S I N G A P O R E
=================


ALEXANDRA HOLDINGS: Seeks Shareholder's Approval on Liquidation
---------------------------------------------------------------
Reference is made to the announcement of Alexandra Holdings
Limited made on July 23, 2002.

The Company announced that it would be issuing a circular to
shareholders (Circular), together with the Notice of the
Extraordinary General Meeting to seek shareholders' approval for
the Proposed Voluntary Liquidation (EGM), shortly.

Delisting Of The Company Pursuant To The Proposed Voluntary
Liquidation

The Company has received notice from the Singapore Exchange
Securities Trading Limited (SGX-ST) that it has no objection to
the Company being delisted from the Official List of the SGX-ST,
conditional upon the Company obtaining shareholders' approval
for the Proposed Voluntary Liquidation. The notice of no
objection from the SGX-ST should not be taken as an indication
of the merits of the Proposed Voluntary Liquidation.

Extension Of Time

Reference is made to the announcement of the Company made on 31
May 2002.

The SGX-ST has, on the Company's application, granted a further
extension of time to comply with Rule 723 of the SGX-ST Listing
Manual up to the date of the EGM for the purpose of facilitating
the Company's use of MASNET to disseminate information to
shareholders in connection with the Proposed Voluntary
Liquidation.


CHARTERED SEMICONDUCTOR: Unveils Rights Offering
------------------------------------------------
Chartered Semiconductor Manufacturing announced Monday its plans
to raise approximately US$633 million by way of an eight-for-ten
rights offering to existing shareholders.

Principal Terms of the Rights Offering Chartered announces that
it plans to raise approximately US$633 million (S$1,110 million)
by way of an eight-for-ten rights offering to existing
shareholders. The rights to the ordinary shares will be priced
at S$1.00 (indicative ADS rights price of US$5.71 based on
current exchange rates) which represents an approximate 52
percent discount to Chartered's last ordinary share closing
price of S$2.10 per share (ADS closing price of US$11.85) on 30
August 2002. Pursuant to the rights offering, approximately
1,110 million new ordinary shares will be issued.

Singapore Technologies Group, Chartered's largest shareholder,
has irrevocably undertaken to subscribe for its pro-rata
entitlement of 60.5 percent of the offer. Merrill Lynch
Singapore is acting as financial adviser to the offer and
underwriter for the portion not pre-committed by the Singapore
Technologies Group (excluding any rights in respect of any
shares issued after the date hereof).

Ordinary shareholders will be entitled to the rights if they are
shareholders at close of trading on September 18, 2002 in
Singapore. ADS holders will be entitled to the rights if they
are holders at close of trading on September 17, 2002 (ET). The
Company will be distributing a Prospectus, application forms,
provisional allotment letters and/or warrant certificates for
the Rights Offering to entitled shareholders and ADS holders.
Any entitled shareholder or entitled ADS holder who wishes to
subscribe for any ordinary share rights or ADS rights,
respectively, must do so in the manner set out in the
Prospectus.

The Company will be seeking approval from Singapore Exchange and
NASDAQ for the listing of the rights and the new shares issuable
pursuant to the rights. The offering is expected to be completed
by mid to end of October 2002. For more details, please read the
release announcement filed on MASNET in Singapore and with the
SEC. The release announcement will also be available on
Chartered's web site under the investor relations' section.
Additional information can also be obtained by calling the

Shareholder Rights Offering Helpline below:
U.S.:

(1)800.822.6588 and inform the operator that it is
a collect call to 6877.7077
(Mondays to Fridays 9 a.m. to 7 p.m. ET,
Saturdays 9am to 1pm ET)

Singapore:
(65) 6877.7055
(Mondays to Fridays 9am to 7pm Singapore time,
Saturdays 9 a.m. to 1 p.m. Singapore time)

Rationale for Rights Offering and Use of Proceeds Chartered is
one of the world's leading independent semiconductor foundries.
We believe our sector has strong long-term growth potential
supported by three major trends: overall semiconductor industry
growth, increased outsourcing from IDMs (Integrated Device
Manufacturers) and the increasing importance and prevalence of
high-growth fabless semiconductor companies.

Our goal in this offering is to provide for our ongoing
investment needs while maintaining our strong existing financial
position. As of June 30, 2002, our cash and cash equivalents
were US$831 million and in addition, we had undrawn credit
facilities amounting to US$620 million. The net proceeds of the
offering will help us strengthen our balance sheet and improve
our debt-equity level. More importantly, the additional
liquidity from this offering will give us the flexibility to
respond quickly to market growth opportunities and strengthen
our business further. A substantial portion of our future
investment is expected to be in Fab 7, an all-copper 300mm
facility.

We expect that the proceeds of the offering will be used for our
capital expenditure needs, working capital and general corporate
purposes. After assessing a number of options, the Company
determined that a rights offering represents the most attractive
funding option at this point. The rights offering prevent
dilution to existing shareholders who subscribe and provide the
highest certainty of proceeds for the Company.

We believe that this prudent approach to capital management is
in the interests of all our stakeholders. Additionally, as
semiconductor market conditions improve, raising additional
capital at this time will give us the flexibility to enhance our
competitive position in the future.

Webcast Conference Calls
In connection with this announcement, two special conference
calls have been scheduled, one timed for investors in Asia and a
second call timed for investors in the US and Europe.

First Conference Call:
- Singapore time: Today, September 2, 2002, at 9:00 a.m. (US
time: 9:00 p.m. ET/6:00 p.m. PT, September 1, 2002).

Second Conference Call:
- US time: Tuesday, September 3, 2002 at 10:00 a.m. ET/7:00 a.m.
PT (Singapore time: 10:00 p.m., September 3, 2002)

A webcast of both conference calls will be available to all
interested parties on Chartered's web site at
www.charteredsemi.com, under Investor Information, Releases &
Confcalls.

Chartered Semiconductor Manufacturing, one of the world's top
three silicon foundries, is forging a customized approach to
outsourced semiconductor manufacturing by building lasting and
collaborative partnerships with its customers. The Company
provides flexible and cost-effective manufacturing solutions for
customers, enabling the convergence of communications, computing
and consumer markets. In Singapore, Chartered operates five
fabrication facilities and has a sixth fab in the process of
being developed as a 300mm facility.

A Company with both global presence and perspective, Chartered
is traded on both the Nasdaq Stock Market and on the Singapore
Exchange. Chartered's 4,000 employees are based at 12 locations
around the world. Information about Chartered can be found at
www.charteredsemi.com.

Investor Contacts :
Suresh Kumar
(1) 408.941.1110
sureshk@charteredsemi.com
Clarence Fu
(65) 6360.4060
cfu@charteredsemi.com

Media Contacts:
Chartered U.S.
Tiffany Sparks
(1) 408.941.1185
tiffanys@charteredsemi.com
Chartered Singapore:
Maggie Tan
(65) 6360.4705
tanmaggie@charteredsemi.com
Shareholder Rights Offering Helpline:
U.S.:
(1) 800.822.6588
(For call collect to 6877.7077)
Singapore:
(65) 6877.7055

DebtTraders reports that Chartered Semiconductor Mnfg's 2.500
percent convertible bond due in 2006 (CSM06SGN1) trades between
89 and 91. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CSM06SGN1


L&M GROUP: Debt Restructuring Scheme Update
-------------------------------------------
L&M Group Investments Limited announced Monday that L&M
Prestressing Pte Ltd, a wholly-owned subsidiary of the Company,
has taken up an application in the High Court of Singapore to
propose implementing a scheme of arrangement with its unsecured
creditors (other than certain excluded creditors) (the Unsecured
Creditors) to restructure debts owed by Prestressing to such
creditors.

At the hearing on 28 August 2002 at the High Court of Singapore,
the Court granted leave for Prestressing to convene a meeting of
the Unsecured Creditors to be held on 20 September 2002 at 10.00
a.m. at 28 Tuas Crescent Singapore 638719 ("the Meeting") for
the purpose of considering and if thought fit approving the
Scheme subject to such modifications as may be made.

The Scheme of Arrangement

The object for which Prestressing was formed was to carry on
business as specialist construction sub-contractors for
prestressing and post-tensioning of buildings and civil
engineering structures, drilling and installation of prestressed
ground anchors, chemical grouting and the like and to carry out
the other objects more particularly set forth in the Memorandum
of Association of Prestressing. The Scheme is proposed to
restructure the debts of Prestressing.

1. Proposed Principal Terms of the Scheme

The payment of all claims by the Unsecured Creditors
participating in the Scheme ("the Participating Creditors")
shall be made by way of issuance of new ordinary shares of
S$0.01 each in the capital of the Company (New Shares) as full
and final settlement of all claims of the Participating
Creditors on the following terms:
(i) The issue price of each New Share shall be the higher of:

(aa) the weighted average price of the shares for trades done on
the SGX-ST on the day that the Scheme is approved by the
Participating Creditors; or

(bb) the nominal value of the New Share at the date of issuance
of the New Shares; provided that the weighted average price
shall be calculated on the trades done for a full market day or
if trading in the shares is not available for a full market day,
the weighted average price shall be based on the trades done on
the preceding market day up to the time the Scheme is approved
by the Participating Creditors (the Issue Price).

(ii) The number of New Shares allotted to each of the
Participating Creditors shall be equivalent to the respective
claims of each of the Participating Creditors based on the Issue
Price.

(iii) The New Shares shall be issued as fully paid-up Shares and
shall rank pari passu with the issued S$0.01 Shares.

(iv) The Scheme shall be subject to the approval of the
Shareholders, the SGX-ST and the confirmation of the High Court
of the Proposed Capital Reduction.

(v) The issuance of the New Shares shall be subject to the
approval of the shareholders of the Company.

(vi) The issuance of the New Shares shall also be subject to the
in-principle approval by the SGX-ST for the admission of all the
New Shares to the Official List of the SGX-ST and the listing
and quotation of all the New Shares on the SGX-ST. The Company
shall endeavour to obtain such approval within 3 months from the
date of the approval of the Scheme by the Unsecured Creditors.

(vii) Subject to the conditions stated in paragraphs (iv), (v)
and (vi) ("the Conditions"), the completion of the subscription
of the New Shares shall take place within 7 days after the
fulfilment of all (and not part only) the Conditions, in the
manner provided in the Scheme.

2. Moratorium under the Scheme

It is proposed that during the period commencing on (and
including) the date on which the order of the High Court
sanctioning the Scheme is lodged with the Registrar of Companies
and Businesses till the Scheme is deemed terminated (as provided
in the terms and conditions of the Scheme) (the Moratorium
Period), all creditors of Prestressing shall refrain from, inter
alia, commencing or continuing any legal or other proceeding
against Prestressing.

3. Rationale for the Scheme

The present financial difficulties of Prestressing arose
primarily from the following:

(i) an overall decline in turnover as a result of general
slowdown in construction activities, as well as Prestressing's
prudent selection in securing new projects;

(ii) extremely competitive margins on the main on-going
projects, arising from difficult operating conditions. In spite
of Prestressing's effort to rationalize and restructure, the
resulting lower costs is still inadequate to prevent loss in the
year;

(iii) insufficient working capital situation that increased
procurement and operational costs which affected the progress of
on-going projects; and

(iv) payment for work done in respect of progress payments,
variations and retention for various projects were below
expectation as compared with claims submitted by Prestressing.
In some cases, it created contract disputes and legal actions.
In accordance with the audited accounts of Prestressing as at 31
December 2001, the breakdown of the liabilities of Prestresing
is as follows:

S$
Trade payables 7,779,477
Other payables and accruals 4,233,178
Owing to related corporations 32,554,111
Total owing 44,566,766
Less :
Trade receivables 11,712,010
Other receivables 100,507
Due from related corporations 11,813,720
Due from holding companies 944,880
Due from subsidiary Company 3,050,637
Total receivables 27,621,754
Excess of payables over receivables 16,945,012

This "excess of payables over receivables" increased the severe
cash flow difficulties for Prestressing with the consequence
that there was a delay of payment to various sub-contractors,
suppliers and other creditors.

Based on the audited accounts of Prestressing for the year ended
31 December 2000, the accumulated losses of Prestressing are
approximately S$13,700,000.00. Prestressing's cash flow and
liquidity situation was further aggravated by the net loss after
tax of approximately S$17,000,000.00 for the year ended 31
December 2001. In that financial year, the revenue of
Prestressing fell approximately 47 percent from the preceding
year, 2000.

The rationale for the Scheme is as follows:

(i) The directors of Prestressing believe that the undertaking
and business of Prestressing is fundamentally sound and has good
prospects for the future if it is allowed an opportunity to
trade through its current difficulties. With the continued
support from the Company and the issuance of the New Shares,
Prestressing believes that it would be able to continue
operating as a going concern.

(ii) A judicial management or liquidation will be of no benefit
to any of the creditors of Prestressing as there will be no
beneficial return to the creditors of Prestressing arising from
such judicial management or liquidation.

(iii) In liquidation, the issuance of New Shares would be
jeopardised. Further, Prestressing would not be given the
opportunity to continue to operate as a going concern.

(iv) In a judicial management, Prestressing will be placed in
the hands of a third party and this may not be favourably
perceived by Prestressing's trade creditors, who may or may not
wish to continue to trade with Prestressing.

4. Approvals required

Prestressing has appointed Mr Koh Teng Kiat to act as scheme
manager of the Scheme.

The following approvals, amongst others, are required to effect
the Scheme:

(i) the approval of the Scheme by a majority in number
representing 75 percent in value of the Unsecured Creditors
present and voting at the Meeting;

(ii) the approval of the Shareholders, the approval of the SGX-
ST and the confirmation by the High Court of the Proposed
Capital Reduction;

(iii) the approval of the Shareholders for the issue of the New
Shares; and

(iv) the approval of the SGX-ST for the admission of all the New
Shares to the Official List of the SGX-ST and the listing and
quotation of all the New Shares on the SGX-ST.

An application will be made to the SGX-ST for the listing and
quotation of the New Shares. A circular to the Shareholders will
be issued to convene an Extraordinary General Meeting to seek
their approval for the same.


L&M GROUP: Proposes Capital Reduction
-------------------------------------
The Board of Directors of L&M Group Investments Ltd. is
proposing a capital reduction to be carried out by the Company
to reduce the par value of each ordinary share in the capital of
the Company from S$0.10 to S$0.01. The Directors duly passed the
resolution on 29 August 2002.

An application to the Singapore Exchange Securities Trading
Limited (SGX-ST) shall be made for its approval for the Proposed
Capital Reduction.

1. Details of the Proposed Capital Reduction

If approved, the Proposed Capital Reduction will be carried out
pursuant to Section 73 of the Companies Act, Chapter 50 of
Singapore (the Companies Act) whereby the Company's resultant
issued and paid-up share capital will be reduced from
S$54,242,261.80 divided into 542,422,618 ordinary shares of
S$0.10 each (the Shares) to S$5,424,226.18 divided into
542,422,618 ordinary shares of S$0.01 each (the S$0.01 Shares).

The effect of the Proposed Capital Reduction will be as follows:

a) the nominal amount of all Shares, both issued and un issued,
will be reduced from S$0.10 to S$0.01 each;

b) in relation to (a) above, the paid-up share capital will be
canceled by an amount of S$0.09 each of the 542,422,618 Shares
which have been issued and are fully-paid up, or credited as
fully paid-up; and

c) Forthwith upon the Proposed Capital Reduction taking effect
an amount equal to S$48,818,035.62 being the credit arising on
the Proposed Capital Reduction taking effect be applied in
writing-off the accumulated losses of the Company as at 31
December 2001. The Proposed Capital Reduction would have the
effect of reducing the authorized share capital of the Company
from S$250,000,000.00 to S$25,000,000.00.

There will be no change in the number of Shares held by
shareholders of the Company ("Shareholders") immediately after
the Proposed Capital Reduction nor will the Proposed Capital
Reduction entail the distribution of any assets to Shareholders.

2. Rationale for the Proposed Capital Reduction

The Directors have been exploring ways in which the Company can
raise new capital. The Shares have been trading less than their
par value of S$0.10 in the last few months prior to the date of
this announcement. In view of the fact that new shares cannot be
issued at a discount to par value, it is proposed that the par
value of the Shares be reduced from S$0.10 to S$0.01.

In addition, the accumulated losses of the Company based on the
audited accounts as at 31 December 2001 amount to approximately
S$105,518,000.00. The cancellation of a substantial part of the
share capital of the Company no longer represented by available
assets would rationalize the Company's balance sheet.

It is accordingly, in the opinion of the Directors, in the
interests of the Company that the Proposed Capital Reduction be
effected upon the terms set out in this announcement as soon as
practicable so that the Company can take advantage of
opportunities when they arise.

3. Financial effects of the Proposed Capital Reduction

The Proposed Capital Reduction has no impact on the number of
issued shares, earning per share, net tangible assets per share
and gearing of the Company as at 31 December 2001 as the
Proposed Capital Reduction is an accounting procedure that
cancels the portion of the value of the issued and paid up share
capital which is lost or un represented by unavailable assets.

4. Approval of the Proposed Capital Reduction

The Proposed Capital Reduction is subject to, inter alia:

(a) the in-principle approval from the SGX-ST;

(b) approval of Shareholders at an extraordinary general meeting
(EGM) to be convened at a later date; and

(c) the confirmation of the High Court of the Republic of
Singapore.

The above-mentioned approval may be subject to conditions, which
may vary the terms of the Proposed Capital Reduction as set out
herein.

A circular to Shareholders setting out details of the Proposed
Capital Reduction and the notice convening the EGM will be
dispatched to Shareholders once the relevant approvals from SGX-
ST have been obtained.


LKN-PRIMEFIELD: Appoints KPMG as Financial Adviser
--------------------------------------------------
Following our last announcement on 31 July 2002, LKN-Primefield
Limited informed Friday that the Bondholders have shortlisted
KPMG Corporate Restructuring Services (KPMG) as a financial
adviser to advise them on the Debt Restructuring Proposal.

The Bondholders are now finalizing the terms of appointment with
KPMG. With the appointment, KPMG is expected to finalize its
report on the Proposal to the Bondholders by the end of
September 2002.

The Company will update shareholders on further developments at
a later date.


NATSTEEL LTD: Posts Notice of Shareholder's Interest
----------------------------------------------------
Natsteel Ltd posted a notice of changes in substantial
shareholder Temasek Holdings (Private) Ltd's interest:

Date of notice to Company: 30 Aug 2002
Date of change of deemed interest: 29 Aug 2002
Name of registered holder: CDP: Keppel Insurance Pte Ltd
Circumstance(s) giving rise to the interest: Sales in open
market at own discretion

Shares held in the name of registered holder
No. of shares of the change: (78,000)
Percentage of issued share capital: 0.02
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$1.76
No. of shares held before change: 76,560,945
Percentage of issued share capital: 20.93
No. of shares held after change: 76,482,945
Percentage of issued share capital: 20.91

Holdings of Substantial Shareholder including direct and deemed
interest
                                     Deemed       Direct  
No. of shares held before change:    47,260,945   29,300,000
Percentage of issued share capital:       12.92         8.01
No. of shares held after change:     47,182,945   29,300,000
Percentage of issued share capital:        12.9         8.01
Total shares:                        47,182,945   29,300,000

Based on 365,750,737 shares issued as at 26 August 2002.



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 ***