/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020923.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, September 23, 2002, Vol. 5, No. 188 Headlines A U S T R A L I A AUSDOC GROUP: Reveals Directors' Appointments, Resignations COLES MYER: Maple-Brown Becomes Substantial Shareholder COLES MYER: Three Non-Executive Directors to Retire C H I N A & H O N G K O N G ANDY'S CONSTRUCTION: Hearing of Winding Up Petition Set DOWAVE INVESTMENT: Winding Up Petition To Be Heard RICH GROUP: Winding Up Petition Pending RICH GROUP: Faces Winding Up Petition WELLUX INDUSTRIES: Winding Up Hearing Set for October 23 I N D O N E S I A BANK NIAGA: IBRA Raises Bid Price For Bank INDOCEMENT TUNGGAL: Sells 8.8% Stake in Citra Marga PT PRAMINDO: Telkom Settles US$23.8M Debt to IFC J A P A N ALL NIPPON: Moody's Lowers Rating to Ba1 JAPAN ENERGY: METI Okays Restructuring Scheme MITSUBISHI MOTORS: Daimler Will Decide on Acquisition MITSUBISHI MOTORS: Unveils Spin-Off Plans of Vehicle Operations MIZUHO HOLDINGS: Liquidates Subsidiaries NEC CORPORATION: Revises 1H02 Financial Results Forecast NTT DOCOMO: Launches World's First Multimedia Delivery NTT DOCOMO: Discloses Efforts to Fight Spam TDK CORPORATION: Develops BQL 15 Magnets TOKYO ELECTRIC: Unveils Internal Nuclear Plant Investigations * CB Mulls Share Acquisition to Stabilize Financial System K O R E A CHOHUNG BANK: KDIC Sells Stake to Local, Foreign Investors HYNIX SEMICONDUCTOR: Jeon Refutes Claims For Chipmaker KIA STEEL: Names Haewon Steeltech as Preferred Bidder KOREA LIFE: Hanwha Proposes to Buy 67% Stake For W1.0184Tr M A L A Y S I A BERJAYA GROUP: Completes Disposal of Shares in Pacific Trust BERJAYA SPORTS: Purchases 8% Convertible Loan Stocks BESCORP INDUSTRIES: Defaults on RM52B Debt Payments HAI MING: Appoints Lau Fook Meng as Executive Director HOTLINE FURNITURE: Proposes Capital Reduction and Consolidation HOTLINE FURNITURE: Debt Restructuring Proposal HOTLINE FURNITURE: Enters Several Sale Agreements KEMAYAN CORPORATION: Presents Winding Up Petition to Court MALAYSIAN RESOURCES: Terminates Joint Venture Deal With Amstek NORTH BORNEO: Will Submit Restructuring Scheme to SC PANCARAN IKRAB: Enters Agreement With Poly RAHMAN HYDRAULIC: Fook Wan Fails to Execute Agreement TECHNO ASIA: Appointment of Special Administrators TECHNO ASIA: Administrators Prepare FY01 Financial Statement P H I L I P P I N E S PHILIPPINE LONG: Additional Listing of Shares PHILIPPING LONG: EMGF Now Holds 5.36% Shares in Telecom UNITRUST DEVELOPMENT: Clarifies Bid Rejection Reports S I N G A P O R E ASIA PULP: Deutsche Bank Appeals Court Ruling CHARTERED SEMICONDUCTOR: Eight-For-Ten Rights Offering Update HORIZON EDUCATION: Posts Notice of Shareholder's Interest HUA KOK: Director Lim Chong Sit Resigns SEKSUN CORPORATION: Voluntarily Liquidates SBI ULTRO TECHNOLOGIES: Issues Profit Warning T H A I L A N D TELECOMASIA CORP: Unveils Recapitalization Scheme - - - - - - - - ================= A U S T R A L I A ================= AUSDOC GROUP: Reveals Directors' Appointments, Resignations ----------------------------------------------------------- Ausdoc Group announced the following changes in its directors effective September 20, 2002. These directors have been appointed: Marc W Staal Gerben Kurper YP Kaumeyer G Michael Taranto Steven Crane These directors have resigned: Michael R Butler Alan C Freer Ian Donald Geoffirey D Allen Peter T Reilly J Michael Feeney Coles Myer, Australia's largest retailer with more than 2,000 stores throughout Australia and New Zealand, has hit hard times over the past couple of years, largely due to losses in its department stores. It was forced to downgrade profits earlier this year, sending its share price spiraling. COLES MYER: Maple-Brown Becomes Substantial Shareholder ------------------------------------------------------- Maple-Brown Abbott Limited became a substantial shareholder in Coles Myer Ltd. on September 17, 2002, with a relevant interest in the issued share capital of 59,252,108 fully paid ordinary shares (5.00 percent). Meanwhile, AFX Asia reported that the stock has begun to attract some bargain-hunting interest, after suffering from board infighting in the past two weeks. COLES MYER: Three Non-Executive Directors to Retire --------------------------------------------------- Under the Coles Myer constitution, three non-executive directors are required to retire at this year's Annual General Meeting and, if they wish, to stand for re-election. Each director must stand for election at least every three years. The directors to retire are those who have been in office longest; this year, Stan Wallis (Chairman) and Solomon Lew. If no other director determines to retire prior to the date of the notice of meeting, the third director to retire is selected by lot from among the next longest serving directors. Wallis has announced that he will not be seeking re-election and will stand down as a director and chairman after the AGM. The names of other director(s) retiring, of directors seeking re-election and of other candidates who have nominated for election to the Board will be published in the Notice of Meeting, to be dispatched to CML shareholders in mid-October 2002. The Notice of Meeting will indicate candidates who are supported for election by directors. Therefore, it will not be until the Notice of Meeting is finalized and released that the names of candidates for election and directors' views in relation to them, are known. The Board has begun the process of selecting a successor to Wallis as Chairman. An announcement will be made as soon as the selection is complete. Coles Myer shareholders will determine on 20 November who is to be elected to the Board. In relation to strategic decisions, CML confirmed last week that the Board is reviewing structural alternatives and that it has sought advice from UBS Warburg and Caliburn Partnership. As this review is not complete, directors have not taken a decision on these issues. Coles Myer keeps its shareholders informed at all times and will continue to do so. Further information: Media: Pamela Catty 03 9829 5435 Analysts: Amanda Fischer 03 9829 4521 ============================= C H I N A & H O N G K O N G ============================= ANDY'S CONSTRUCTION: Hearing of Winding Up Petition Set ------------------------------------------------------- The petition to wind up Andy's Construction Company Limited was set for hearing before the High Court of Hong Kong on November 6, at 9:30 am. Poon Wai Hong of Room 2205, Kwong Ning House, Kwong Ming Court, Tseung Kwan O, New Territories., Hong Kong., filed the petition with the said court last August 20, 2002. DOWAVE INVESTMENT: Winding Up Petition To Be Heard -------------------------------------------------- The petition to wind up Dowave Investment Limited is scheduled for hearing before the High Court of Hong Kong on November 13, 2002 at 11:00 am. The petition was filed with the Court on August 30, 2002 by Wah Sun Finance Limited whose registered office is situate at Top Floor, Chinachem Golden Plaza, 877 Mody Road, Tsimshatsui East, Kowloon, Hong Kong. RICH GROUP: Winding Up Petition Pending --------------------------------------- The petition to wind up Rich Group International Trading Limited is scheduled to be heard before the High Court of Hong Kong on October 9, 2002, at 10:00 am. The petition was filed with the court on July 15, 2002 by Wei Lun Foundation Limited of Room 401, Wing On House, 71 Des Voeux Road Central, Hong Kong. RICH GROUP: Faces Winding Up Petition ------------------------------------- The petition to wind up Rich Group Services Limited will be scheduled before the High Court of Hong Kong on October 9, 2002 at 10:00 am. The petition was filed with the court on July 15, 2002 by Wei Lun Foundation Limited of Room 401, Wing On House, 71 Des Voeux Road Central, Hong Kong. WELLUX INDUSTRIES: Winding Up Hearing Set for October 23 -------------------------------------------------------- The date for hearing of the petition to wind up Wellux Industries limited is scheduled for October 23, 2002 at 9:30 a.m. at the High Court of Hong Kong. Choi Siu Har of Flat 5, 29/F., Block B, Hong Wah Court, Lam Tin, Kowloon, Hong Kong, filed the petition on July 31, 2002. ================= I N D O N E S I A ================= BANK NIAGA: IBRA Raises Bid Price For Bank ------------------------------------------ The Indonesian Bank Restructuring Agency (IBRA) will ask the Malaysia's Commerce Asset Holding Bhd to increase its bid price for a 51 percent stake in PT Bank Niaga to 30 rupiah per share, the Jakarta Post reported, quoting IBRA Deputy Chairman I Nyoman Sender. Commerce Asset bid 26.5 rupiah per share totals 1.057 trillion rupiah, representing a price to book value of 1.45 times. IBRA has come under pressure from legislators, who have demanded it renegotiate the price to at least between 30-40 rupiah per share. Commerce Asset was the only bidder to make it to the final round of the bank's auction. It must pass the central bank's fit and proper test before IBRA can formally name it as the winner by October. INDOCEMENT TUNGGAL: Sells 8.8% Stake in Citra Marga --------------------------------------------------- PT Indocement Tunggal Prakarsa Investor Relations Officer Danny Kasmara said the Company has sold its 8.8 percent stake in PT Citra Marga Nusaphala Persada to Hong Kong-based Parallax Venture Partner VIII Ltd for IDR58 billion, funds from which will be used to buy back Company debts, Bisnis Indonesia reported. However, he said Indocement has yet to decide on the size of the buyback, which will be conducted through an auction open to all creditors. As of May 30, Indocement had the equivalent of USD862 million in debt, comprising dollar, yen and rupiah loans. It must pay USD375 million of this total in seven yearly installments between 2002-2008, with 10.5 million due this year, rising to 87.25 million in 2007. The Company is still in the process of selling its 33.98 percent stake in PT Wisma Nusantara and 35 percent stake in PT Indominco Mandiri, as part of its non-core asset disposal program. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 187, September 20, 2002) PT PRAMINDO: Telkom Settles US$23.8M Debt to IFC ------------------------------------------------ PT Telekomunikasi Indonesia (Telkom) has made the final repayment of US$23.8 million to settle PT Pramindo Ikat Nusantara's obligations to the International Finance Corp (IFC), AFX Asia reports, citing Telkom investor Relations Manager Setiawan Sulistyono. Pramindo owed IFC US$86.2 million when Telkom agreed to acquire the Company earlier this year. Telkom agreed to pay US$339 million in cash for Pramindo's equity and to assume its outstanding debt to the IFC, which was one of Pramindo's minority shareholders. This week's repayment follows an installment of US$62.4 million in August. Telkom currently owns 30 percent of Pramindo, its partner in the joint operating scheme (KSO) for the Sumatra region. It will make monthly payments starting October 1 to acquire a further 15 percent in September 2003 and the remaining 55 percent in December 2004. The monthly payments will be worth US$12.8 million until August 2003, after which they will increase to $15.0 million. ========= J A P A N ========= ALL NIPPON: Moody's Lowers Rating to Ba1 ---------------------------------------- Moody's Investors Service has lowered the senior debt rating of All Nippon Airways Co., Ltd. (ANA) to Ba1 from Baa3. The rating outlook is negative. This concludes the review initiated on May 7, 2002. The rating action reflects Moody's concern that the airline's ability to generate cash flow will remain weak, in view of intensified competition on the domestic market. Another key reason is the difficult business environment the aviation industry faces globally and in Japan. The Ba1 rating also incorporates ANA's market position as one of Japan's major airline groups. Although demand on both domestic and international flights is recovering, it remains below the previous year's levels. A sizeable near-term improvement in earnings on domestic flights is also unlikely, owing to the rising competition between ANA and the JAL-JAS Group. ANA has adopted three steps to counter this development: 1) reductions in overall costs; 2) flexible allocation of aircraft to flight routes in response to changes in demand, and 3) withdrawal from unprofitable domestic routes. However, given the more intense competitive environment, Moody's does not expect these moves to raise earnings significantly. Moody's acknowledges that in the international routes, accounting for 22 percent of ANA's revenue, the airline aims to turn a profit in FY2003 (ending March 2004) by consolidating flights at Narita, partly withdrawing from the Kansai region, and strengthening its China routes. It also hopes to achieve profitability by attracting more business flyers with the introduction on various routes of daily flights and twice-daily flights. However, Moody's believes that a meaningful improvement in ANA's profitability in the international routes will be slow because of weak demand and anticipated price competition between the airlines. The air transportation industry is a capital-intensive business with demand levels susceptible to volatile swings. ANA operates 174 aircraft - 98 owned and 76 leased. Of this total, 8 to 9 airplanes are replaced each year. Moody's anticipates that ANA's heavy capital expenditure needs will not allow it to strengthen its weak capital structure in the intermediate term. The Ba1 rating is based on Moody's anticipation of a slow but steady recovery of profitability, as well as ongoing government support due to ANA's market position as one of Japan's major airlines. The negative outlook reflects Moody's expectation that ANA may require a prolonged period before it can achieve sizeable reductions in its debt levels, unless additional measures are implemented to improve its cash flow. All Nippon Airways Co., Ltd., headquartered in Tokyo, is one of the major airlines in Japan. JAPAN ENERGY: METI Okays Restructuring Scheme --------------------------------------------- The Ministry of Economy, Trade and Industry (METI) has approved the restructuring plan of Japan Energy Corp and two other firms as eligible for tax breaks under the industrial revival law, Kyodo News said on Friday. Under the plan, Japan Energy, Nippon Mining & Metals Co and Nikko Materials Co will restructure their operations under a holding Company to be created September 27. MITSUBISHI MOTORS: Daimler Will Decide on Acquisition ----------------------------------------------------- DaimlerChrysler AG Head of Commercial-Vehicle Unit Eckhard Cordes said the German carmaker will decide in a week whether to buy a stake in partner Mitsubishi Motors Corp's truck division, the Wall Street Journal reported. An investment in the Fuso division would give the German- American Company management control of the Japanese operation. That would enable DaimlerChrysler to speed up the hunt for ties between its Mercedes-Benz truck unit and Mitsubishi's, he added. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 187, September 20, 2002) MITSUBISHI MOTORS: Unveils Spin-Off Plans of Vehicle Operations --------------------------------------------------------------- Mitsubishi Motors Corporation (MMC) announced Friday its spin- off plans for its truck and bus operations. The new entity, Mitsubishi Fuso Truck and Bus Corporation (MFTBC), will be established as a wholly owned subsidiary of MMC on January 6, 2003, following approval at an extraordinary general meeting of shareholders slated for November. In spring 2003, DaimlerChrysler (DC) will purchase a 43 percent stake in MFTBC for an approximate value of 89 billion yen, while several Mitsubishi group firms will make a collective purchase of 15 percent worth around 31 billion yen. The remaining 42 percent will be held by MMC. Mitsubishi Fuso currently commands a leading position in the Japanese truck and bus market, and has positioned itself as a key player in Asian commercial vehicle markets. Like other makers of commercial vehicles in Japan and overseas, it is facing increased cost pressure and competition in an industry characterized by a strong trend towards realignment and far- reaching alliances. The direct tie-up between DC-the world's biggest truck maker and MFTBC will allow the latter to consolidate its leading position in Japan as well as further enhance its overseas business. The alliance enables both companies to complement each other's strengths in the best possible way. "We expect to see our alliance with DaimlerChrysler in trucks and buses gain further momentum," said MMC President and CEO Rolf Eckrodt. "We will reap the benefits of economies of scale and additionally be able to tap into DC's wealth of knowledge and technology more directly." The investment by members of the Mitsubishi group reflects their confidence in the future of MFTBC and will help strengthen the financial base of the Company. MFTBC is expected to gain a better market position in Japan and overseas thanks to improved cost performance, quality control, and overall product marketability. Costs will be reduced further by expanding global purchasing capabilities, jointly investing in new areas such as environmental technologies, collaborating on the development of vehicle chassis and components, and sharing common powertrains, in addition to a strengthening of global sales and distribution networks. The truck and bus spin-off will allow the top management of MMC to focus solely on passenger car operations and thus accelerate the ongoing turnaround. The spin-off also puts MMC in a strong position to further stabilize the financial standing of its passenger car division, which will substantially reduce interest-bearing debt. This, along with increased flexibility to enhance investments and the heightened alliance with DC, will contribute to strengthen competitiveness and ensure a solid footing for MMC's passenger car operations in the long term. Outline of New Company (estimates for FY2002 end) Name: Mitsubishi Fuso Truck and Bus Corporation Scale of Operations: - 700 billion yen in consolidated sales - 680 billion yen of consolidated assets - 200 billion yen in shareholders' equity at time of establishment - 210 billion yen of interest-bearing debt at time of establishment - 17,000 employees Shareholders: DaimlerChrysler 43 percent Mitsubishi Motors 42 percent Mitsubishi group 15 percent (Mitsubishi Corporation; Mitsubishi Heavy Industries, Ltd.; The Bank of Tokyo-Mitsubishi, Ltd.; and other Mitsubishi Group companies) Board of Directors: 9 members 6 executives 3 non-executives. Chairman: Takashi Usami President and CEO: Wilfried Porth Mitsubishi Motors Corporation was established in 1970 and is one of the few automobile companies in the world that produces a full line of automotive products ranging from 660-cc mini cars and passenger cars to commercial vehicles and heavy-duty trucks and buses. The Company also operates consumer-financing services and provides this to its customer base. The Company has one hundred and eighty nine consolidated subsidiaries worldwide. Overseas sales accounted for 56.8 percent of fiscal 2000 revenues. Mitsubishi Heavy Industries, Ltd. is the major shareholder with 25.62 percent of issued stock. For further information, please visit the Mitsubishi Motors Corporation home page at: www.mitsubishi-motors.co.jp Contact: Mitsubishi Motors Corporation Fumio Nishizaki f-nishizaki@mitsubishi-motors.co.jp 03-5232-7342 MIZUHO HOLDINGS: Liquidates Subsidiaries ---------------------------------------- Mizuho Holdings, Inc. announced that its wholly owned subsidiary, Mizuho Corporate Bank, Ltd. ('MHCB), has decided to dissolve (1) Kogin Consulting (Thailand) Company Limited, (2) SOM Engineering (Thailand) Company Limited, (3) P.T. Bumi Daya- IBJ Leasing, as follows: Corporate Name Kogin Consulting (Thailand) Company Limited Location 38 Q. House Convent Building, 7th Floor, Unit 7-A, Convent Road, Silom, Bangrak, Bangkok 10500, Thailand Representative Padungsak Laohasurayodhin, President Business Investment and Consulting Date of Establishment October, 1996 Common Stock THB 2,000 thousand Number of Stocks issued 20,000 stocks Total Asset (March 2002) THB 5,381 thousand Number of Employees (April 2002) 1 Shareholders (April 2002) MHCB 10.00 percent IBJ Leasing 39.00 percent Ecstasy Venture 50.98 percent Others 0.02 percent Recent Performance Ordinary Loss THB 51 thousand (Fiscal Year Ended in March 2002) Net Income THB 374 thousand Schedule Date of Dissolution By June, 2003 Corporate Name SOM Engineering (Thailand) Company Limited Location 48 TISCO Tower, 17th Floor, North Sathorn Road, Silom Sub-district, Bangrak District, Bangkok Metropolis, 10500, Thailand Directors Eiji Sasaki Satoshi Sugisaki Business Investment Date of Establishment August, 1999 Common Stock THB 2,000 thousand Number of Stocks issued 20,000 stocks Total Asset (June 2001) THB 11,219 thousand Number of Employees (April 2002) 0 Shareholders (April 2002) Mizuho Corporate Asia (Hong Kong) Limited* 10.00 percent Local Lawyer 89.95 percent Others 0.05 percent *Wholly owned subsidiary of MHCB Recent Performance Ordinary Loss THB 626 thousand (Fiscal Year Ended in June 2001) Net Profit THB 1,169 thousand Schedule Date of Dissolution By June, 2003 (3) Corporate Name P.T. Bumi Daya-IBJ Leasing Location Plaza Bumi Daya, 16th Fl., J1 Imam Bonjol No.61, Jakarta 10310, Indonesia Representative Hiyoshi Kuzaki, President Business Leasing Business Date of Establishment June,1984 Common Stock IDR 40,000,000 thousand Number of Stocks issued 400 stocks Total Asset (December 200 1) IDR 74,980,036 thousand Number of Employees (April 2002) 3 Shareholders (April 2002) MHCB 52 percent IBJ Leasing 8 percent P.T. Pengelola Investama Mandiri 40 percent Recent Performance Ordinary Loss IDR 60,620,536 thousand (Fiscal Year Ended in December 2001) Net Loss IDR 60,620,536 thousand Schedule Date of Dissolution By April, 2004 2. Reason for Dissolution The companies will go into dissolution as part of rationalization of MHCB's operations in Thailand and Indonesia. 3. This decision will have no material effect on the profit and loss for this fiscal year of Mizuho Holdings, Inc. (consolidated or non-consolidated). Contacts: Mizuho Holdings, Inc. Public Relations 03 (5224) 2026 Mizuho Corporate Bank, Ltd. Corporate Planning 03 (5252) 6574 NEC CORPORATION: Revises 1H02 Financial Results Forecast -------------------------------------------------------- NEC Corporation has revised financial results forecast for the first half of this fiscal year ending September 30, 2002 and the fiscal year ending March 31, 2003 as well as dividend per share. Details of the revisions are as follows: 1. Revised consolidated financial results forecasts for the first half of this fiscal year (the six month period ending September 30, 2002) Consolidated basis (Billions of Yen) Forecast as of: Net sales Income before Net income income taxes April 25, 2002 2,230 (10) (15) September 20, 2002 2,200 18 1 Difference (30) 28 16 percent change (1.3) percent Actual results for the 2,468.047 (34.266) (29.896) six month period ended September 30, 2001 2. Revised consolidated financial results forecasts for the fiscal year ending March 31, 2003 Consolidated basis (Billions of Yen) Forecast as of: Net sales Income before Net income income taxes April 25, 2002 5,100 40 10 September 20, 2002 4,840 65 10 Difference (260) 25 0 percent change (5.1) percent 62.5 percent Actual results for the 5,101.022 (461.183) (312.020) fiscal year ended March 31, 2002 3. Revised non-consolidated financial results forecasts for the first half of this fiscal year (the six months period ending September 30, 2002) Non-Consolidated basis (Billions of Yen) Forecast as of: Net sales Ordinary income Net income April 25, 2002 1,400 (25) (6) September 20, 2002 1,380 (33) (3) Difference (20) (8) 3 percent change (1.4) percent Actual results for the 1,846.038 0.636 2.610 six months period ended September 30, 2001 4. Revised non-consolidated financial results forecasts for the fiscal year ending March 31, 2003 Non-Consolidated basis (Billions of Yen) Forecast as of: Net sales Ordinary income Net income April 25, 2002 3,250 5 12 September 20, 2002 2,800 (27) 3 Difference (450) (32) (9) percent change (13.8) percent - (75.0) percent Actual results for the 3,562.371 (96.507) (286.219) fiscal year ended March 31, 2002 5. Details to the Revised Financial Results Forecast Consolidated financial results (forecasts for the six month period ending September 30, 2002) a. Increased sales are being seen for domestic systems integration ("SI") services and semiconductor products. However, due to difficult conditions for mobile handsets in the domestic market and for hardware related businesses including servers and personal computers (PCs), NEC's consolidated net sales for the six month period ending September 30, 2002 are expected to be 2,200 billion yen, which is 30 billion yen lower than the forecast announced on April 25, 2002. This is an 11 percent decrease compared to the corresponding period of the previous fiscal year. b. Despite a lower consolidated net sales forecast explained above, due to an increase in operating income derived from the implementation of restructuring measures in the previous fiscal year that effectively reduced fixed expenses, and promoted cost reductions, NEC's consolidated income before income taxes for the six month period ending September 30, 2002 is expected to be 18 billion yen, which is 28 billion yen higher than the forecast announced on April 25, 2002. Accordingly, NEC's consolidated net income for the six-month period ending September 30, 2002 was revised to 1 billion yen, which is 16 billion yen higher than the forecast announced on April 25, 2002. (Forecasts for the fiscal year ending March 31, 2003) a. The difficult business environment for network infrastructure is expected to continue and a fall in demand is forecast for mobile handsets in the domestic market, hardware related businesses including servers and PC's and semiconductor businesses. As a result, NEC's consolidated net sales for the fiscal year ending March 31, 2003 are expected to be 4,840 billion yen, which is 260 billion yen lower than the forecast announced on April 25, 2002. This is a 5 percent decrease compared to the corresponding period of the previous fiscal year. b. Despite the uncertain business environment for the second half of this fiscal year and a lower consolidated net sales forecast explained above, operating income is expected to be higher than the forecast announced on April 25, 2002, due to the implementation of restructuring measures in the previous fiscal year that resulted in reduced fixed expenses and the promotion of overall cost reductions. As a result, NEC's consolidated income before income taxes is expected to be 65 billion yen, which is 25 billion yen higher than the forecast announced on April 25, 2002. NEC's consolidated net income is expected to be 1 billion yen, the same as forecast announced on April 25, 2002, reflecting the expected increase of income taxes and minority interest in income of NEC's consolidated subsidiaries. Non-consolidated financial results (Forecasts for the six month period ending September 30, 2002) a. Sales are growing steadily for SI services in the domestic market as well as for semiconductor products. Due to difficult conditions for the sales of mobile handsets in the domestic market, however, NEC's non-consolidated net sales are anticipated to be 1,380 billion yen, which is 20 billion yen lower than the forecast announced on April 25, 2002. This is a 25 percent decrease compared with the corresponding period of the previous fiscal year. b. Accordingly, due to the expected decrease in non-consolidated net sales mentioned above, ordinary income is expected to be a loss of 33 billion yen, which is 8 billion yen lower than the forecast announced on April 25, 2002. However, due to an increase in extraordinary income including gains due to initial public offering by a subsidiary, NEC's non-consolidated net income for the six month period ending September 30, 2002 is expected to be improved to 3 billion yen, which is 3 billion yen higher than the forecast announced on April 25, 2002. (Forecasts for the fiscal year ending March 31, 2003) a. Primarily due to an expected decrease in non-consolidated net sales resulting from the corporate separation of its semiconductor business, NEC's non-consolidated net sales for the fiscal year ending March 31, 2003 are anticipated to be 2,800 billion yen, which is 450 billion yen lower than the forecast announced on April 25, 2002. This is a 21 percent decrease compared with the previous fiscal year. b. Consequently, due to the expected decrease in non- consolidated net sales mentioned above, NEC cannot but forecast a loss of 27 billion yen, which is 32 billion yen lower than the forecast announced on April 25, 2002. As a result, NEC's non- consolidated net income for the fiscal year ending March 31, 2003 is anticipated to be 3 billion yen, which is 9 billion yen lower than the forecast announced on April, 25 2002. 6. Revised dividend per share For the six month period ending September 30, 2002, NEC expects to achieve improved results over the forecast announced on April 25, 2002, both on consolidated and non-consolidated basis. However, on a non-consolidated basis, although the improvement on net loss is anticipated, NEC does not expect to be able to achieve a net income. Therefore, NEC will not pay interim dividend. The year-end dividend forecast has been left unchanged as to be determined (TBD). As it is necessary for NEC to evaluate its business results recovery trend, the year-end dividend forecast will be announced at a later date. Forecast as of: Interim Dividend Year-end Dividend Year April 25, 2002 TBD TBD TBD September 20, 2002 0:00 TBD TBD Actual results for the 3.00 3.00 6.00 fiscal year ended March 31, 2002 Dividends for the NEC Trust Preferred Securities that were issued last year will be paid as initially planned. NEC Corporation is one of the world's leading providers of Internet, broadband network and enterprise business solutions dedicated to meeting the specialized needs of its diverse and global base of customers. NEC Corporation employs more than 140,000 people worldwide. As part of the restructuring plan, NEC said it would shed jobs, close and sell plants, and split off divisions into separate companies as it struggles to regain profitability and restore its balance sheet to health, TCR-AP reports. The move aims the Company to recover from last year's record loss of 312 billion yen ($2.5 billion). According to Wright Investor's Service, during the 12-month period ending March 31, 2002 the Company reported losses of 187.06 per share, implying that the management believes that the Company will return to profitability soon. For further information, please visit the NEC Corporation home page at: www.nec.com NTT DOCOMO: Launches World's First Multimedia Delivery ------------------------------------------------------ NTT DoCoMo, Inc. is working jointly with Hewlett-Packard Company and Hewlett-Packard Japan, has developed the world's first technologies for a highly advanced multimedia content delivery network suited specifically to third-generation (3G) and future mobile communications services. The Mobile Streaming Media Content Delivery Network (MSM-CDN) is the result of the three companies' joint research into future mobile communications systems, for which they signed a memorandum of understanding in December 2000. It is expected that 3G and future mobile communications services will be used for the delivery of extremely large volumes of content, such as video, via the Internet. Technologies for large-scale content delivery are being developed, but so far they have not resolved key problems peculiar to the mobile environment, such as following the movements of wireless users and servers being overloaded as millions of customers access them simultaneously. MSM-CDN represents the first set of large-scale content-delivery technologies designed exclusively for 3G and future mobile communications services. A key feature of MSM-CDN is its delivery servers, which are optimized for effectively delivering content from the Internet, especially streamed content, via mobile networks. In addition, management servers monitor network traffic and delivery-server loads in the MSM-CDN to dynamically control and modify how content is delivered to mobile users, resulting in a highly efficient and reliable method of delivery. With dynamic selection of the best delivery server for each task, network load remains evenly balanced even in times of peak use. Moreover, the management servers enable switching from one delivery server to another for the uninterrupted transfer of content as mobile users move around. Another major advantage of the MSM-CDN is that it will enable the servers of content-providers to reliably host millions of mobile customers simultaneously for the downloading of large- scale content without delay and content quality degradation. For more details, please see Ntt DoCoMo's website at: http://www.nttdocomo.com/product/file/2002091914145000845.pdf i-mode and FOMA are trademarks or registered trademarks of NTT DoCoMo, Inc. in Japan and other countries. About NTT DoCoMo NTT DoCoMo is a unit of Nippon Telegraph and Telephone Co. The Company provides a wide variety of leading-edge mobile multimedia services. These include i-mode, the world's most popular mobile internet service, which provides e-mail and internet access to over 33 million subscribers, and FOMA, launched in 2001 as the world's first 3G mobile service. In addition to wholly owned subsidiaries in the United States, Europe and Brazil, the Company is expanding its global reach through strategic alliances with mobile and multimedia service providers in the Asia-Pacific, Europe and North America. For more information, visit www.nttdocomo.com. For further information, please visit the NTT DoCoMo home page at: www.nttdocomo.com/top.shtml NTT DOCOMO: Discloses Efforts to Fight Spam ------------------------------------------- NTT DoCoMo, Inc. and its eight regional subsidiaries will begin providing i-mode(R) users with a print out of header information contained in incoming e-mail as part of DoCoMo's continuous efforts to combat spam. Available nationwide from October 1, 2002, the new service will be applicable to e-mail sent from personal computers and handsets of other mobile telecommunications companies (excluding DoCoMo). E-mail header information includes detailed data about the sender, such as IP address and server name. Access to this information will allow i-mode users to take necessary steps to block spammers. Users will only be required to pay postage for the print-outs. NTT DoCoMo has been continuing to fight spam mail and phone scams by introducing innovative and convenient anti-spam/scam measures. This is the result of anti-spam legislation implemented in July, requiring that the Japanese term "mishodaku kokoku" ("unsolicited advertisement") and the mark be placed in the subject line of spam mail. In addition to making header information available, DoCoMo will also begin automatically blocking any e-mail containing the unsolicited advertisement designation starting October 1, 2002. i-mode and FOMA are trademarks or registered trademarks of NTT DoCoMo, Inc. in Japan and other countries. TDK CORPORATION: Develops BQL 15 Magnets ---------------------------------------- TDK Corporation recently developed the BQL 15 of ferrite rubber- bonded magnets with greatly improved magnetizing properties for use in small motors. Ferrite rubber-bonded magnets are compound magnets created by uniformly combining powdered ferrite magnetic materials with rubber materials. Such magnets can be manufactured into thin sheets and easily formed into cylinders for loading into stators or rotor cases, so they are frequently used in fan motors and small motors with brushings. With the BQL series, TDK has achieved a 60 percent increase in magnetizing ratio (magnetizing field: 239 kA/m (at 0.3 T flux)) compared to the BQC14 series currently available. The BQL 15 maintains the mechanical properties of the current TDK BQC14 including flexibility and hardness necessary for use in motors while saturated magnetization can be achieved with weaker magnetizing fields. These properties were achieved through adjustment of the coercive power of the magnetic ferrite powder and the grain distribution and investigation of the rubber mixture. In addition, the saturation magnetic flux density (Br) is 4 percent higher than that of the BQC14, providing the same or better flux properties under weaker magnetic fields. With the addition of the BQL15 to TDK's lineup of ferrite rubber-bonded products, the range of options in materials suited to the particular magnetizing conditions and application has been greatly expanded. * Flux indicates the total magnetic force (Wb) generated by the magnet product. (1) Production base: TDK Taiwan Corporation (2) Production capacity: 30 tons/month Mass production will begin in September 2002. TDK Corporation is a leading global electronics Company based in Japan. It was established in 1935 to commercialize "ferrite," a key material in electronics and magnetics. TDK's current product line includes ferrite materials, electronic components and ICs, wireless computer networking products, magnetic heads for HDD, digital recording hardware and advanced digital recording media. For further information, please visit the TDK Corporation home page at: www.tdk.co.jp TCR-AP reported that TDK Corp. incurred a net loss of 24.8 billion yen (US$191 million) in the year to March due to restructuring costs and a slowdown in technology investment. The world's largest maker of magnetic tapes also planned to close or consolidate eight plants globally in the year ahead. TOKYO ELECTRIC: Unveils Internal Nuclear Plant Investigations ------------------------------------------------------------- On September 17, Tokyo Electric Power Co. (TEPCO) issued a report on the internal investigation into inspection and maintenance problems at its nuclear power stations. Reflecting on the past problems found in the report, the nuclear-related sections have been voluntarily investigating other past inspection and maintenance work, and have found 8 unreported cases where there may also have been problems. In these cases, Japanese power plant manufacturers, Toshiba Corp. and Hitachi, Ltd, conducted the inspection and maintenance work. TEPCO has reported the cases to the Nuclear and Industrial Safety Agency (NISA) within the Ministry of Economy, Trade and Industry (METI). TEPCO will conduct further investigations under its Internal Investigative Committee. All of the 8 cases concern the pipes in the primary loop recirculation system. The pipes in the 5 cases (Fukushima Daiichi Unit-1 inspected by Hitachi, Unit-2 by Toshiba, Unit-3 by Toshiba, Unit-4 by Hitachi, Unit-5 by Toshiba) were already replaced after TEPCO submitted the construction plan to the Minister of METI. For the other 3 cases (Fukushima Daini Unit-3 inspected by Toshiba, Kashiwazaki-Kariwa Unit-1 by Toshiba, Unit-2 by Toshiba), the ultrasonic test (UT) originally detected these cracks in preceding self-imposed inspections and periodical inspections by UT have since confirmed no or insignificant progress of the cracks. In addition, TEPCO has evaluated the strength of the pipes and confirmed that there is no safety concerns. Based on the safety evaluation, these pipes are still being used. TEPCO would like to express its sincere apologies for causing any distress or concerns to those in the vicinity of the nuclear power stations and all the parties involved. Again, TEPCO will continue thorough internal investigations to prevent similar unreported cases from occurring in the future. Tokyo Electric Power Company, Incorporated (The) was established in 1951 and is Japan's largest electric power supplier. The Company is based in the Tokyo metropolitan area and surrounding prefectures, operates one hundred and fifty seven hydroelectric power plants, twenty nine thermal power plants and three nuclear power plants and supplies electricity to about 23.2 million households and 2.8 million commercial and industrial customers. One of the world's largest electric utilities, TEPCO has a generating capacity of 57,800 MW, produced by fossil fuel (56 percent), nuclear (30 percent), and hydroelectric (14 percent) power sources. Seeking diversity in the face of a reduced monopoly status caused by deregulation, TEPCO is moving into communications. It owns a major stake in Tokyo Telecommunication Network (TTNet, local and long-distance phone service). TEPCO is in a telecommunications joint venture with nine other Japanese electric companies. For further information, please visit the Tokyo Electric Power Co., Inc. home page at: www.tepco.co.jp/index-e.html Contact: Tokyo Electric Power Co., Inc. Naoki Kobayashi k.naoki@tepco.co.jp +81-3-4216-1111 * CB Mulls Share Acquisition to Stabilize Financial System ---------------------------------------------------------- As part of a radical plan to stabilize the financial system and help bank get rid of massive debt from bad loans, Japan's central bank is considering buying shares from the country's struggling banks in the country, the Associated Press reported, citing the Bank of Japan governor, Masaru Hayami. Lenders would be able to sell their stock holdings directly to the central bank only in an emergency, and not through the market. The bank would buy them at market value, and hold the shares for about 10 years, he said. He acknowledged that the new steps could damage the central bank's balance sheet, but warned that unless banks reduce their shareholdings to free up cash they were unlikely to deal quickly with their massive loan problems. Japanese banks, among the biggest investors in the Tokyo stock market, have been selling stocks in recent years, but their losses have accumulated as the market has fallen. The central bank's resolve to bolster shaky lenders and help banks write off bad loans could quiet calls from lawmakers and Cabinet officials for more aggressive steps to invigorate the economy. Critics worry, however, that the central bank may compromise its credibility if it appears to be caving to political pressure or trying to manipulate financial markets. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 187, September 20, 2002) ========= K O R E A ========= CHOHUNG BANK: KDIC Sells Stake to Local, Foreign Investors ---------------------------------------------------------- As early as next month, the Korea Deposit Insurance Corp (KDIC) plans to sell a 10-20 percent stake out its entire 80.05 percent stake in Chohung Bank to local and international investors, which is a part of the banks privatization scheme to reduce the government's stake down to 40 percent by the end of the year, the PRNewsAsia reported. To proceed with the deal, the Public Fund Oversight Committee will select one or two deal managers early next week. "Depending on the success of the block sale deal, we will go out to issue overseas depository receipts to sell more shares by the end of the year," a bank official said. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 187, September 20, 2002) HYNIX SEMICONDUCTOR: Jeon Refutes Claims For Chipmaker ------------------------------------------------------ Deputy Prime Minister Jeon Yun-churl said that arguments for keeping ailing Hynix Semiconductor independently operated are due largely to nationalism, has stirred up the local business community, Digital Chosun said on Friday. He said the proposals for the independent survival of the Korean chipmaker would only be possible if the price of 128-magabitAM chips reach at least US$4, and that those refuting the government and creditors' bid to sell the firm abroad are doing so more for patriotic than practical reasons. On Wednesday, the global spot prices of 128-megabit DRAM chip stood at US$1.7. The Prime Minister also said that the idea of keeping the chipmaker independent is unrealistic, considering the firm needs several trillion Korean won to survive. He said the Hynix creditors would press ahead with their steps to liquidate the chipmaker when they complete their plans to deal with the firm. A top official of the Hynix labor union argued that Jeon's claim was made without full recognition of the current operational status of the firm. The official said that the government would have to let market principles dictate the issue, as Hynix still has competitive technology and marketing prowess. KIA STEEL: Names Haewon Steeltech as Preferred Bidder ----------------------------------------------------- Kia Steel Co has named a consortium led by Haewon Steeltech Co Limited as its preferred bidder, AFX Asia reports. "Haewon has been named the preferred bidder. We will file an application on Monday with the court for the approval of the selection," a Kia Steel spokesman said. Hyundai Motor Group and POSCO recently dropped their plans to acquire Kia Steel. KOREA LIFE: Hanwha Proposes to Buy 67% Stake For W1.0184Tr ---------------------------------------------------------- The Hanwha Group-led is seeking to buy up to a 67 percent stake in Korea Life Insurance Co for 1.0184 trillion won, Naeway Economic Daily and AFX Asia reported, citing Public Fund Oversight Committee (PFOC) Chairman Kang Keum-sik. "Hanwha consortium said that it will initially buy 51 pct and take over another 16 pct two years after the acquisition," Kang said. As a result, the acquisition price will be raised to 1.0184 trillion won from 775.2 billion for 51 percent. According to Kang the planned purchase of 67 percent in Korea Life is intended for Hanwha Group to maintain sufficient management control of the insurer even if some consortium members break away from the consortium. PFOC said it would make a final decision on September 23 whether to approve a Hanwha's proposal. =============== M A L A Y S I A =============== BERJAYA GROUP: Completes Disposal of Shares in Pacific Trust ------------------------------------------------------------ The Board of Directors of Berjaya Group Berhad (BJGroup) is recently announced it has on September 19 completed the disposal of its entire interest in BHLB Pacific Trust Management Berhad (Pacific Trust) comprising 2,000,000 ordinary shares of RM1.00 each representing 20 percent equity interest in Pacific Trust to BHL Venture Berhad for a cash consideration of RM40,000,000. Berjaya Capital Berhad, a subsidiary of BGroup, has on even date announced the completion of the disposals by it's subsidiary, Inter-Pacific Capital Sdn Bhd of it's entire interests of 2,999,000 ordinary shares of RM1.00 each in Pacific Trust and 960,000 ordinary shares of RM1.00 each in BHLB Asset Management Sdn Bhd for a total cash consideration of RM94,980,000. BERJAYA SPORTS: Purchases 8% Convertible Loan Stocks ---------------------------------------------------- The Board of Directors of Berjaya Sports Toto Berhad (BToto) said its wholly-owned subsidiary, FEAB Properties Sdn Bhd has purchased irredeemable convertible unsecured loan stocks as follows: 1. Date of Purchase : 19 September 2002 2. Number of ICULS Purchased : 100,000 3. Minimum price paid for each ICULS : RM2.81 4. Maximum price paid for each ICULS : RM2.89 5. Total consideration paid : RM286,480.74 6. Total number of ICULS held to-date : 1,896,000 7. Cumulative consideration : RM5,783,140.17 paid to-date The Company has obtained the necessary approvals for the above purchase of ICULS up to an amount not exceeding RM1.2 billion. Details on the ICULS purchase were disclosed in the Company's Circular to Shareholders dated 5th April 2002 and the Abridged Prospectus relating to the Rights Issue of ICULS dated 20th June 2002. BESCORP INDUSTRIES: Defaults on RM52B Debt Payments --------------------------------------------------- As required by the Kuala Lumpur Stock Exchange Practice Note 1/2001, Bescorp Industries Berhad (BIB) gives update on its default in payment. The default by BIB as at 31 August 2002 amounted to RM52,842,423.43 and was made up of a principal sum of RM32,220,139.42 plus RM20,622,284.01 in interest for revolving credit facilities. The decrease in total default in the payment by BIB was due to a reduction in debts owing to Perwira Affin Merchant Bank Berhad as a result of settlement of a portion of the debts by the personal guarantors. As at 31 August 2002, the remaining subsidiary companies of BIB, namely Bescorp Construction Sdn Bhd (In Liquidation), Bescorp Piling Sdn Bhd (In Liquidation), Bescorp Concrete Sdn Bhd (In Liquidation), Bespile Sdn Bhd (In Liquidation), Farlil Sdn Bhd (In Liquidation) and Waktu Cerah Sdn Bhd, defaulted on a total sum of RM94,312,510.01 made up of a principal sum of RM60,905,258.44 plus RM33,407,251.57 in interest for revolving credit facilities, term loan, banker's acceptance, hire purchase and lease facilities, and RM56,119,843.06 for overdraft facilities. There were no further developments since the Company's previous announcement with regard to the Practice Note. HAI MING: Appoints Lau Fook Meng as Executive Director ------------------------------------------------------ Hai Ming Holdings Berhad has appointed Lau Fook Meng as its Executive Director as of September 9, 2002: Date of change : 09/09/2002 Type of change : Appointment Boardroom Designation : Director Directorate : Executive Name : Lau Fook Meng Age : 50 Nationality : Malaysian Qualifications : Fellow member of the Institute of Chartered Accountants of England & Wales. Working experience and occupation : 1981 to 1983: Accountant in Asiatic Development Berhad; 1984 to 1992: Group Accountant of Unico Holdings Berhad; 1993 to 2002: General Manager of Nichmurni Sdn Bhd. Directorship of public companies (if any) : None Family relationship with any director and/or major shareholder of the listed issuer : None Details of any interest in the securities of the listed issuer or its subsidiaries HOTLINE FURNITURE: Proposes Capital Reduction and Consolidation --------------------------------------------------------------- The Proposed Capital Reduction entails the reduction of Hotline Furniture Berhad's present issued and paid-up share capital of RM21,788,000 comprising 21,788,000 ordinary shares of RM1.00 each to 21,788,000 ordinary share of RM0.10 each, representing a capital reduction of RM0.90 for every ordinary share held in HFB. The capital reduction exercise is carried out pursuant to Section 64 of the Companies Act, 1965 (Act). The reduction of RM0.90 for every ordinary share of RM1.00 each in HFB will give rise to a credit of RM19,609,200 which will be utilized to reduce the HFB Group's accumulated losses as at 31 May 2001 of RM90,059,349 to RM70,450,149. Upon the completion of the reduction of the share capital, the issued and paid-up share capital of HFB of RM2,178,800 comprising 21,788,000 ordinary shares of RM0.10 each will be consolidated into 2,178,800 ordinary shares of RM1.00 each in HFB (HFB Shares) on the basis of 10 ordinary shares of RM0.10 each into 1 ordinary share of RM1.00 each in HFB ("Reduced Capital"). Upon completion of the Proposed Capital Reduction and Consolidation, Mahajaya will acquire the Reduced Capital of HFB vide the issuance of 2,178,800 new ordinary shares of RM1.00 each in Mahajaya (Mahajaya Shares) from the existing shareholders of HFB. Thereafter, HFB will become a wholly owned subsidiary of Mahajaya. HOTLINE FURNITURE: Debt Restructuring Proposal ---------------------------------------------- The Proposed Debt Restructuring of Hotline Furniture Berhad involves the settlement of debts amounting to RM106,095,912 as at 30 November 2001 in the following manner: (i) All the assets of HFB's subsidiary companies will be sold by creditors and appointed receivers and managers; and (ii) Issuance of up to 20,000,000 new Mahajaya Shares to the following creditors: (a) Financial Institution Creditors - Comprising secured and unsecured financial institution creditors and Pengurusan Danaharta Nasional Berhad with debts amounting to RM103,492,738 owing by HFB and its subsidiaries as at 30 November 2001; and (b) Trade Creditors - Comprising unsecured trade creditors of HFB and the unsecured trade creditors of HFB's subsidiaries with corporate guarantees issued by HFB with debts amounting to RM2,603,174 as at 30 November 2001. The debts owing by these trade creditors as at 30 November 2001 will only be confirmed after the receipts of the relevant proof of debts from the trade creditors of the HFB Group. The Financial Institution Creditors and the Trade Creditors are collectively referred to as the "Creditors". The aforementioned debt settlement represents the full and final settlement of all outstanding debts owing to the Creditors of the HFB Group. Pending the completion of the Proposed Restructuring Scheme, HFB shall procure the following undertakings from all the Creditors: (i) Undertaking with HFB that they shall not enforce the debentures and corporate guarantees given by HFB; and (ii) That upon the successful implementation of the Proposed Restructuring Scheme, the debentures and corporate guarantees given by HFB to the Creditors shall be unconditionally discharged by them. Further, the Mahajaya Shares to be issued to the Financial Institution Creditors pursuant to the Proposed Debt Restructuring will be subject to a put and call option arrangement to be entered into with the substantial shareholders of Mahajaya upon completion of the Proposed Restructuring Scheme, over a 2 year period from the date of listing of and quotation for the new Mahajaya Shares on the KLSE (Put and Call Option Arrangement). Rationale of the proposed restructuring scheme: The HFB Group has suffered losses for the past 4 financial years since the financial year ended 31 May 1998, which has resulted in a negative shareholders' fund of RM53,993,345 based on the latest audited results as at 31 May 2001. More importantly, the HFB Group had defaulted in servicing and repaying its financial obligations to the bank lenders and creditors as the Group's business as a whole cannot generate sufficient revenue and cashflow to service and repay the total debts owing to the bank lenders and creditors of RM114,862,000 as at 30 November 2001. Furthermore, it is envisaged that the Group will not be able to generate sufficient future profits and cashflow to enable it to meet its entire financial obligation in the ordinary course of business or through the sale of the assets. In this respect, the Proposed Restructuring Scheme has been formulated essentially to avoid the possibility of liquidating HFB, of which, if it does take place, the creditors as well as the shareholders will suffer substantially losses for the debts owing and their investment in the Company respectively. Based on a liquidation scenario, the creditors and the shareholders are expected to obtain minimal recovery or none due to the huge negative shareholders' fund of RM53,993,345 as at 31 May 2001. Thus, the Proposed Restructuring Scheme is aimed at reviving and rebuilding the financial strength of the Company through the injection of the profit generating assets via the Acquiree Companies and thus provides the creditors and shareholders an avenue to recover back all or if not part of their debts or investment. The primary objective of the Proposed Restructuring Scheme is to rescue the Company from the likely event of being wound up due to its inability to meet its financial obligations as and when they fall due, to prevent the Company and eventually Mahajaya, from running the risk of being de-listed from the KLSE pursuant to PN 4/2001 of the KLSE Listing Requirements, as well as to revive and rebuild the financial strength of the Company/Mahajaya. The Company/Mahajaya, may upon the completion of the Proposed Restructuring Scheme, be able to regain the confidence of its various stakeholders, hence be in the position to compete competitively against the other players in the industry. Approvals Required: The Proposed Restructuring Scheme is subject to the following approvals being obtained: (i) The High Court of Malaya for the Proposed Capital Reduction and Consolidation pursuant to Section 64 of the Act; (ii) The approval of the Securities Commission (SC) for the Proposed Restructuring Scheme; (iii) The approval of the Foreign Investment Committee for the Proposed Acquisitions; (iv) The approval of the Ministry of International Trade and Industry for the Proposed Acquisitions; (v) The approval of the KLSE for the following:- (a) listing of and quotation for the existing Mahajaya Shares and the new Mahajaya Shares to be issued pursuant to the Proposed Debt Restructuring and the Proposed Acquisitions; (b) listing of and quotation for the ICULS to be issued by Mahajaya pursuant to the Proposed Acquisitions and the new shares arising from the conversion of the ICULS; and (c) the Proposed Transfer Listings. (vi) The approval of the Creditors for the Proposed Debt Restructuring; (vii) The approval of the shareholders of HFB for the Proposed Restructuring Scheme, at a general meeting to be convened; and (viii) The approval of any other relevant authorities, if required. HOTLINE FURNITURE: Enters Several Sale Agreements ------------------------------------------------- Hotline Furniture Berhad recently entered into several conditional sale and purchase agreements with Mahajaya and the shareholders of SPP, JPSB, SSB, KMSB and MDRSB to acquire: (i) the entire ordinary share capital of SPP comprising 700,001 ordinary shares of RM1.00 each for a purchase consideration of RM32,711,000 to be satisfied by the issue of 26,169,000 new Mahajaya Shares issued at its par value of RM1.00 and the issue of RM6,542,000 nominal value of 5 year 3.5 percent irredeemable convertible unsecured loan stocks (ICULS) "Proposed Acquisition of SPP); (ii) the entire ordinary share capital of JPSB comprising 3,150,000 ordinary shares of RM1.00 each for a purchase consideration of RM173,309,000 to be satisfied by the issue of 138,647,000 new Mahajaya Shares issued at its par value and the issue of RM34,662,000 nominal value of ICULS ("Proposed Acquisition of JPSB"); (iii) the entire ordinary share capital of SSB comprising 50,000 ordinary shares of RM1.00 each for a purchase consideration of RM1,817,000 to be satisfied by the issue of 1,453,000 new Mahajaya Shares issued at its par value and the issue of RM364,000 nominal value of ICULS (Proposed Acquisition of SSB); (iv) the entire ordinary share capital of KMSB comprising 2,000,000 ordinary shares of RM1.00 each for a purchase consideration of RM23,407,000 to be satisfied by the issue of 18,725,000 new Mahajaya Shares issued at its par value and the issue of RM4,682,000 nominal value of ICULS (Proposed Acquisition of KMSB); and (v) the remaining 6.0 percent ordinary share capital of MDRSB not already owned by JPSB, comprising 150,000 ordinary shares of RM1.00 each for a purchase consideration of RM7,900,000 to be satisfied by the issue of 6,320,000 new Mahajaya Shares issued at its par value and the issue of RM1,580,000 nominal value of ICULS (Proposed Acquisition of MDRSB). SPP, JPSB, SSB, KMSB and MDRSB are collectively referred to as the Acquiree Companies. Basis of the purchase considerations The purchase considerations of the Acquiree Companies were arrived at on a willing buyer willing seller basis after taking into consideration the adjusted audited net tangible assets (NTA) of the Acquiree Companies as at 30 June 2002, the details of which are set out below: (i) SPP The purchase consideration of RM32,711,000 was arrived at based on the adjusted audited NTA of SPP of RM32,710,495 as at 30 June 2002 computed based on the latest audited accounts of SPP as at 30 June 2002 and the indicative open market values* of the properties of SPP as valued by M/s Khong & Jaafar on 24 August 2002; (ii) JPSB The purchase consideration of RM173,309,000 was arrived at based on the adjusted audited consolidated NTA of JPSB of RM173,308,655 as at 30 June 2002 computed based on the latest audited accounts of the JPSB Group as at 30 June 2002 and the indicative open market values* of the properties of the JPSB Group as valued by M/s Khong & Jaafar on various dates on 5 August 2002, 22 August 2002, 24 August 2002 and 3 September 2002; (iii) SSB The purchase consideration of RM1,817,000 was arrived at based on the adjusted audited consolidated NTA of SSB of RM1,816,170 as at 30 June 2002 computed based on the latest audited accounts of the SSB Group as at 30 June 2002 and the indicative open market values* of the properties of the SSB Group as valued by M/s Khong & Jaafar on 12 August 2002; (iv) KMSB The purchase consideration of RM23,407,000 was arrived at based on the latest audited NTA of the KMSB Group of RM23,406,275 as at 30 June 2002; and (v) MDRSB The purchase consideration of RM7,900,000 was arrived at based on the adjusted audited consolidated NTA of MDRSB of RM131,651,841 as at 30 June 2002 computed based on the latest audited accounts of the MDRSB Group as at 30 June 2002 and the indicative open market values* of the properties of the MDRSB Group as valued by M/s Khong & Jaafar on various dates on 22 August 2002, 24 August 2002 and 3 September 2002. * Based on M/s Khong & Jaafar Sdn Bhd's opinion of the Market Value of the properties of the Acquiree Companies based on the valuation standard imposed by the Securities Commission, with benefit of planning approval and sales effected as well as development works completed to-date and subject to the respective properties titles being free from encumbrances good marketable and registrable in respect of properties issued with titles or otherwise subject to the title assumptions. Market Value is defined as the estimated amount for which the asset should exchange on the date of valuation between a willing buyer willing seller in an arm's length transaction after proper marketing wherein the parties had each other acted knowledgeably, prudently and without compulsion. It is the best price reasonably obtained by the seller and the most advantage obtainable by the buyer. The estimate specifically excludes an estimated price inflated or deflated by special terms or circumstances such as atypical financing, sale and leaseback arrangements, special considerations or concessions granted by anyone associated with the sale, or any element of special value. Due diligence reviews are currently being carried out on the Acquiree Companies. In this respect, the aforementioned purchase considerations for the Acquiree Companies only represent indicative purchase considerations. These purchase considerations may be adjusted after taking into consideration the recommendations of the reporting accountants for any adjustments for provisions, accruals, write-backs and write- offs, under or over recognition of income, market value of the landed properties, inter-Company loans and advances, settlement of borrowings and any actual or contingent liabilities upon completion of the due diligence reviews to determine the adjusted purchase considerations. In the event of a difference between the initial purchase considerations and the adjusted purchase considerations, the vendors of the Acquiree Companies, HFB and Mahajaya agree that the number of new Mahajaya Shares and the nominal value of ICULS and other terms and conditions of the issuance and/or conversion of the ICULS shall be determined based on agreement by all parties. The aforesaid adjustments shall be agreed between the vendors of the Acquiree Companies, HFB and Mahajaya within 30 days from the date of submission of the reporting accountants' recommendations. In the event the vendors of the Acquiree Companies, HFB and Mahajaya fail to agree on the adjusted purchase considerations after the expiration of the 30 days period or such extension period as may be mutually agreed by the vendors of the Acquiree Companies, HFB and Mahajaya, the relevant conditional sale and purchase agreements shall be terminated. Mode of satisfaction of the purchase considerations The purchase considerations are proposed to be satisfied by the issuance of the following new Mahajaya securities:- (i) 191,314,000 new Mahajaya Shares at its par value; and (ii) RM47,830,000 nominal value of ICULS. The salient terms of the ICULS are as set out in Table 4 below. Ranking of the new Shares to be issued The new Mahajaya Shares to be issued pursuant to the Proposed Acquisitions will upon allotment, rank pari passu in all respects with the existing Mahajaya Shares in issue save and except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date (namely the date as at the close of business on which the shareholders must be registered in order to be entitled to any dividends, rights, allotments and/or distributions) of which is prior to the date of the allotment of Mahajaya Shares. Status of sale shares The ordinary shares of the Acquiree Companies shall be acquired free from all claims, charges, liens, encumbrances and equity whatsoever together with all rights attaching thereto including all dividends, rights and distribution declared, paid or made in respect thereof on or before the completion of the Proposed Acquisitions. Assumption of liabilities Save for the existing liabilities of the Acquiree Companies based on their latest audited accounts as at 30 June 2002, Mahajaya will not assume any further liabilities pursuant to the Proposed Acquisitions. Other salient terms of the conditional sale and purchase agreements for the Proposed Acquisitions The other salient terms of the conditional sale and purchase agreements for the Proposed Acquisitions are as follows:- (i) All the assets of HFB's subsidiary companies will be sold by creditors and appointed receivers and managers; (ii) Mahajaya shall issue up to 20,000,000 Mahajaya Shares to the Creditors as full and final settlement of all outstanding amounts owing to the Creditors whereby all corporate guarantees and debentures issued by HFB in respect of the outstanding debt are to be discharged and released upon settlement of the debts outstanding; (iii) The substantial shareholders of Mahajaya, upon completion of the Proposed Restructuring Scheme, will enter into the put and call option arrangement with the Financial Institution Creditors to acquire the Mahajaya Shares issued to the Financial Institution Creditors; (iv) All the approvals required from all relevant authorities should be obtained within 6 months from the date of the conditional sale and purchase agreements or such extension of time as the parties may agree in writing; (v) The vendors of the Acquiree Companies shall enter into arrangements to place out the relevant number of Mahajaya Shares and the nominal value of ICULS to ensure that the public spread is met for the listing of the Mahajaya Shares and ICULS; and (vi) In the event, the relevant authority imposes a moratorium on the sale of more than 50 percent of the Mahajaya Shares and/or ICULS issued to the vendors of the Acquiree Companies, the vendors shall be entitled to appeal against the imposition of the said condition. Information on Mahajaya Mahajaya was incorporated in Malaysia under the Act on 19 June 1996 as a public limited Company. The authorized share capital of Mahajaya is currently RM100,000 comprising 100,000 Mahajaya Shares, of which RM30,004 has been issued and fully paid-up. Mahajaya is currently dormant. Mahajaya will be used as an investment holding Company to facilitate the Proposed Restructuring Scheme of HFB. Mahajaya will subsequently assume the listing status of HFB pursuant to the Proposed Restructuring Scheme and HFB will be delisted thereafter. Information on the Acquiree Companies Information on SPP SPP was incorporated in Malaysia on 23 April 1991 under the Act. The authorised share capital of SPP is RM1,500,000 comprising 1,000,000 ordinary shares of RM1.00 each and 500,000 5 percent non-cumulative irredeemable unconvertible preference shares of RM1.00 each ("IUPS"). The present issued and paid-up capital of SPP is RM1,000,002 comprising 700,001 ordinary shares of RM1.00 each and 300,001 IUPS. The principal activity of SPP is that of property development. One of its major development project is Cheras Utama in Cheras, Kuala Lumpur which comprises mixed development of terrace houses, apartments, condominiums, detached houses, shops and offices. SPP does not have any subsidiary or associated Company. A summary of the audited key financial information of SPP for the past 6 financial years/periods from 30 April 1998 to 30 June 2002 is set out in Table 5 below. Information on JPSB JPSB was incorporated in Malaysia on 28 May 1968 under the Act. The authorised share capital of JPSB is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each. The present issued and paid-up capital of JPSB is RM3,150,000 comprising 3,150,000 ordinary shares of RM1.00 each. The principal activity of JPSB is that of property development. JPSB previously developed Taman Kepong Indah in Kepong, Kuala Lumpur, completed in 1994. Presently, it is developing Taman Tan Sri Yaakob, a residential, commercial and industrial development in Skudai, Johor Bahru and this project comprises 6 phases and is expected to be fully completed in 2007. The subsidiary companies of JPSB and their principal activities are as follow: Name Date/place of incorporation percent effective equity holding Principal activity Supreme Link Sdn Bhd 15.03.89/ Malaysia 100 percent Investment holding and acquaculture farm Jiwa Resort Sdn Bhd 09.09.74/ Malaysia 70 percent Acquaculture farming Medan Damai Realty Sdn Bhd (MDRSB) 03.08.93/ Malaysia 94 percent Investment holding Medan Damai Sdn Bhd (MDSB) 30.12.83/ Malaysia 94 percent Property development Masa Unggul Sdn Bhd 06.05.02/ Malaysia 100 percent Investment holding PPKL-Actaprop Sdn Bhd 14.11.94/ Malaysia 65 percent Property development JPSB does not have any associated Company. A summary of the audited key financial information of the proforma JPSB Group for the past 5 financial years from 30 June 1998 to 30 June 2002 is set out in Table 5 below. Information on SSB SSB was incorporated in Malaysia on 3 May 1996 under the Act. The authorized share capital of SSB is RM100,000 comprising 50,000 ordinary shares of RM1.00 each and 50,000 IUPS. The present issued and paid-up capital of SSB is RM100,000 comprising 50,000 ordinary shares of RM1.00 each and 50,000 IUPS. The principal activity of SSB is that of investment holding. SSB holds 65 percent equity interest in Jelebu Homestead Sdn Bhd, which was incorporated on 23 January 1997 and is principally involved in property development. SSB does not have any associated Company. A summary of the audited key financial information of the SBB Group for the past 5 financial years from 30 June 1998 to 30 June 2002 is set out in Table 5 below. Information on KMSB KMSB was incorporated in Malaysia on 9 February 1973 under the Act. The authorised share capital of KMSB is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each. The present issued and paid-up capital of KMSB is RM2,000,000 comprising 2,000,000 ordinary shares of RM1.00 each. It is principally involved in the civil and building construction, management services and land reclamation works. It was one of the major contractors responsible for the development of three main housing projects in Petaling Jaya namely, Paramount Garden, Sea Park Housing and Taman Tan Sri Lee Yan Lian. KMSB is a registered contractor with Pusat Khidmat Perusahaan Awam as a Class A contractor and with the Construction Industry Development Board as a Grade G7 contractor, in civil engineering and building construction. The subsidiary companies of KMSB and their principal activities are as follow: Name Date/place of incorporation percent effective equity holding Principal activity Mahaconcrete Industries Sdn Bhd 15.12.80/ Malaysia 75 percent Manufacturing of ready-mix concrete and pile casting Mahageotechnic Sdn Bhd 13.07.93/ Malaysia 75 percent Piling works and building construction Mahajaya Liaoning JV Sdn Bhd 14.10.92/ Malaysia 80 percent Building construction and civil engineering KMSB does not have any associated Company. Information on MDRSB MDRSB was incorporated in Malaysia on 3 August 1993 under the Act. The authorized share capital of MDRSB is RM5,000,000 comprising 2,500,000 ordinary shares of RM1.00 each and 2,500,000 IUPS. The present issued and paid-up capital of MDRSB is RM4,850,000 comprising 2,500,000 ordinary shares of RM1.00 each and 2,350,000 IUPS. MDRSB is principally an investment holding Company. The subsidiary Company of MDRSB and its principal activity is as follow: Name Date/place of incorporation percent effective equity holding Principal activity MDRSB 30.12.83/ Malaysia 100 percent Property development MDRSB MDRSB does not have any associated Company. A summary of the audited key financial information of the MDRSB Group for the past 6 financial years/periods from 31 March 1998 to 30 June 2002 is set out in Table 5 below. Details of the investment properties and land held for development of the Acquiree Companies The details of the investment properties and land held for development of the Acquiree Companies are set out in Table 6 below. Details of the unsold units of completed projects, ongoing and future projects of the Acquiree Companies Contracts-in-hand The details of the contracts-in-hand are set out in Table 8 below. Information of the vendors of the Acquiree Companies Brief information on the vendors of the Acquiree Companies are set out below: (i) Tan Ming Wai, aged 39 is a shareholder and a director JPSB and KMSB; (ii) Tan Ming Ban, aged 32 is a shareholder and a director SPP and KMSB; (iii) Muhamad Shapiae bin Mat Ali, aged 55 is a shareholder and a director JPSB, KMSB and MDRSB; (iv) Winmin Property Sdn Bhd was incorporated in Malaysia on 26 August 1981 under the Act. The authorized share capital of Winmin Property Sdn Bhd is RM2,000,000 comprising 2,000,000 ordinary shares of RM1.00 each. The present issued and paid-up capital of Winmin Property Sdn Bhd is RM1,500,000 comprising 1,500,000 ordinary shares of RM1.00 each. It is principally an investment holding Company; and (v) Fokus Alur (M) Sdn Bhd was incorporated in Malaysia on 16 September 1995 under the Act. The authorized share capital of Fokus Alur (M) Sdn Bhd is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each. The present issued and paid-up capital of Fokus Alur (M) Sdn Bhd is RM1,000 comprising 1,000 ordinary shares of RM1.00 each. It is principally an investment holding Company. Original costs of investment in the Acquiree Companies The original costs of investment of the vendors in the Acquiree Companies are set out in Table 9 below. Proposed Transfer Listing to Mahajaya and to the Main Board of the KLSE (Proposed Transfer Listings) The Proposed Transfer Listings entail the transfer of the listing status of HFB to Mahajaya whereby HFB will be delisted from the Official List of the Second Board of the KLSE and Mahajaya will be listed in its place on the Second Board of the KLSE. Thereafter, Mahajaya will seek to transfer the listing of its entire issued and paid-up capital from the Second Board to the Main Board of the KLSE. KEMAYAN CORPORATION: Presents Winding Up Petition to Court ---------------------------------------------------------- The Board of Directors of Kemayan Corporation Berhad has received a winding up petition on 18 September 2002 from PB International Factors Sdn Bhd (PBIF). This petition had been presented to the High Court at Johor Bahru on 4th August 1998. The amount claimed under the petition are RM5,100,000 for principal and the sum of RM97,258.73 being initial payment charges and minimum factoring charges accrued and unpaid as at 31st May 1998 pursuant to a Factoring Agreement. PBIF is claiming RM5,197,258.73 together with initial payment charges at 9 percent per annum above Public Bank Bhd's base lending rate on the amount claimed from 1 June 1998 until date of full settlement and a minimum factoring charge at the rate of RM500.00 per month. PBIF had served a Notice pursuant to Section 218 of the Companies Act 1965 on the Company on 13 July 1998. The Company had subsequently obtained a restraining order on 12 August 1998. The amount owing under the Factoring Agreement has been included as liability of the Company. The Company is currently undergoing a corporate and debt restructuring scheme. The Company is seeking legal advice and will be challenging the winding-up petition. MALAYSIAN RESOURCES: Terminates Joint Venture Deal With Amstek -------------------------------------------------------------- On December 18, 2000, Malaysia Resources Corporation Berhad announced that it has entered into a Joint Venture Agreement with Amstek Corporation Sdn Bhd and Dewan Technologies Sdn Bhd to develop and implement a portal website to be known as "Halal.com" which will provide online services, consultancy and solutions to halal products and services through a joint venture Company, Ikhwan Asia Sdn Bhd. The Company had issued a letter to Amstek Corporation Sdn Bhd on the termination of the Joint Venture Agreement. NORTH BORNEO: Will Submit Restructuring Scheme to SC ---------------------------------------------------- The North Borneo Corporation Berhad announced that pursuant to the announcement to the Kuala Lumpur Stock Exchange (KLSE) dated 22 August 2002, the Directors of the Company stated that they expect to submit an application to the Securities Commission (SC) on the "Proposed Rescue Cum Restructuring Scheme of The North Borneo Corporation Berhad" proposal by 22 September 2002. In line with the Policies and Guidelines on Issue/Offer of Securities, the Directors of NBC hereby give notice that NBC is still in the process of preparing the application to the SC. The Directors of NBC expect to submit the application to the SC by 7 October 2002. In connection with the above, the Directors of NBC also wish to inform that NBC has submitted an application to the KLSE to seek a further extension of time to 7 October 2002, to enable the Company to make a submission of its regularization plan to the relevant authorities pursuant to the requirement of Paragraph 5.1-(b) of Practice Note 4/2001 issued by the KLSE. PANCARAN IKRAB: Enters Agreement With Poly ------------------------------------------ On August 30, 2002, Public Merchant Bank Berhad (PMBB), had on behalf of the Board of Pancaran Ikrab Berhad (PIB), announced that PIB had entered into a memorandum of understanding with Poly Electronic & Electrical (M) Sdn Bhd (Poly) whereby PIB had proposed to acquire the entire share capital of Poly representing 2,000,000 ordinary shares of RM1.00 each in Poly as part of PIB's proposed restructuring scheme to regularize its financial condition. In addition, PIB had on the same day made an application to the Securities Commission and KLSE to seek an extension of time to make the Requisite Announcement, to submit an application on its plan to regularize its financial condition and the de-listing of PIB's shares from the Second Board of the KLSE. On behalf of the Board of Directors of PIB, PMBB wishes to announce that the Company is unable to make the Requisite Announcement by 20 September 2002 as negotiations with the vendors of Poly and the due diligence reviews on Poly are still ongoing and are not finalized as at to-date. In this respect, PMBB had on even date, on behalf of the Board of Directors of PIB, made an application to the KLSE to seek a further extension of time from 20 September 2002 to 20 October 2002 for the Company to make the Requisite Announcement. RAHMAN HYDRAULIC: Fook Wan Fails to Execute Agreement ----------------------------------------------------- Rahman Hydraulic Tin Berhad (RHTB) disclosed that Fook Wan Thye Credit & Leasing Sdn. Bhd. has not executed the agreement to acquire the rights of Company's operating tin mine at the expiry of the stipulated time and date for the execution of the aforementioned agreement. RHTB has forfeited the Earnest Money of RM280,006 paid by Fook Wan Thye Credit & Leasing Sdn. Bhd. due to the latter's failure to execute the said agreement. TECHNO ASIA: Appointment of Special Administrators -------------------------------------------------- The Special Administrators announced that the East African Power Management Limited (EAPML), which filed a winding-up petition on January 21, 2002 against Westmont Power (Kenya) Limited (WPKL), has since submitted an application for the appointment of Interim Liquidators on an inter-partes basis. This application was heard on 15 July, 2002 and the High Court of Kenya at Mombasa has on 16 September, 2002 delivered a ruling in favor of EAPML. Solicitors who have been appointed by WPKL have been instructed to file an application to obtain a stay of the execution proceedings. WPKL, a Company incorporated in Kenya, is a subsidiary Company of Westmont Offshore Sdn. Bhd., which in turn is wholly owned by the Company. TECHNO ASIA: Administrators Prepare FY01 Financial Statement ------------------------------------------------------------ Techno Asia Holdings Berhad (TECASIA), with reference to the announcement made to the Kuala Lumpur Stock Exchange dated June 26, 2002, the Special Administrators of TECASIA announced that although the financial statements of TECASIA for the year ended 31 December, 2001 have not been received and adopted by the shareholders at the last Annual General Meeting held on 26 June, 2002, the said financial statements have been prepared in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the TECASIA Group and TECASIA as at 31 December, 2001. There are no further actions to be taken by TECASIA at this juncture to revise the financial statements. ===================== P H I L I P P I N E S ===================== PHILIPPINE LONG: Additional Listing of Shares --------------------------------------------- The Philippine Stock Exchange has approved on May 18, 2002, subject to the actual exercise of the conversion rights by the preferred shareholders, the application of Philippine Long Distance Telephone Company to list up to 12,400,000 common shares, with a par value of P5.00 per share, divided into: A. 2,900,000 common shares to cover the underlying shares of Series V Cumulative Convertible Preferred Shares; B. 5,600,000 common shares to cover the underlying shares of Series VI Cumulative Convertible Preferred Shares; and C. 3,900,000 common shares to cover the underlying shares of Series VII Cumulative Convertible Preferred Shares. The Company has received a notice from preferred shareholder for the conversion of 28,520 shares of Series VI Cumulative Convertible Preferred Stock with 28,520 common shares. In view thereof, the listing of the 28,520 common shares is set on Monday, September 23, 2002. This brings the number of common shares listed arising from the conversion of additional 28,520 Series VI Cumulative Convertible Preferred Shares to a total of 609,183 common shares. The designated Stock Transfer Agent is hereby authorized to issue the corresponding stock certificate to the preferred shareholder. DebtTraders reports that Philippine Long Distance Telephone's 11.375 percent bond due in 2012 (TELP12PHS1) trades between 92 and 94. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1 PHILIPPING LONG: EMGF Now Holds 5.36% Shares in Telecom ------------------------------------------------------- As of September 6, 2002, Emerging Markets Growth Fund Inc. (EMGF), a Company incorporated in the United States, holds 9,053,569 shares or 5.36 percent of Philippine Long Distance Telephone Company. An outstanding share balance of 168,880,335 shares was used to calculate the percentage of holdings of the relevant share capital, which determines the notifiable interest. EMGF said this outstanding shares balance is current; however, it the number is not accurate, the Philippine Stock Exchange can contact EMGF as soon as possible so that it can make necessary revisions to this report. For questions or additional information, please call Gina Martinez or InMo Khang at 213-615-0469 or send a facsimile message to 213-486-9698. Alternatively, you may contact them via E-mail at NonUSReporting@capgroup.com. For more information, go to http://bankrupt.com/misc/TCRAP_PhilippineLong0921.pdf UNITRUST DEVELOPMENT: Clarifies Bid Rejection Reports ------------------------------------------------------ Reference is made to a Business World report entitled "Unitrust Stock Holders Reject CitySTate Savings' Rehab Bid" published on September 20, 2002. The article reported "The Philippine Deposit Insurance Corp (PDIC) may be forced to liquidate Unitrust Development Bank in the continued inability of prospective white knights to secure the support of the closed bank's shareholders. Industry sources said CityState Savings Bank - the sole bidder for the rehabilitation of Unitrust - failed to meet yesterday's deadline to secure the support of at least two-thirds of Unitrust's shareholders. CityState was given until September 18 to get the consent of Unitrust shareholders. They were not able to meet that deadline, a source said." CityState Savings Bank, in its letter to the Philippine Stock Exchange (PSE) dated September 19, 2002, said: "Please be informed that while CityState Savings Ban, Inc has not secured the consent of at least two-thirds of the stock holders of Unitrust Bank set by the Philippine Depository Insurance Corporation (PDIC), we have requested an extension of at least five days to comply with the requirement." ================= S I N G A P O R E ================= ASIA PULP: Deutsche Bank Appeals Court Ruling --------------------------------------------- Deutsche Bank AG is set to appeal the August 22 court ruling against its petition to have Asia Pulp & Paper Co Ltd (APP) placed under judicial management, AFX Asia reports. Deutsche Bank AG and BNP Paribas lodged the petition in June, arguing a court-appointed judicial manager would more effectively facilitate the debt restructuring of APP. According to the court, the banks had not proven APP's debt restructuring could be completed more quickly or effectively under a judicial manager. The source refused to comment on whether or not BNP Paribas will also join Deutsche Bank this time to appeal. Among APP major creditors, the Indonesian Bank Restructuring Agency (IBRA) did not support the petition. According to the Indonesian Bank Restructuring Agency, major creditors including GE Capital, Salomon Smith Barney and its sister firm Citibank, and Zurich Financial Services Group subsidiary Centre Solutions have supported the petition. APP's has total debts of US$13.9 billion, of which some 1.25 billion is owed to IBRA. DebtTraders reports that Asia Pulp's 11.75 percent bonds due on 2005 (APP7) are trading between 28.5 and 30.5. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7for real-time bond pricing. CHARTERED SEMICONDUCTOR: Eight-For-Ten Rights Offering Update ------------------------------------------------------------- Chartered Semiconductor Manufacturing Ltd announced that it has dispatched a prospectus dated 14 September 2002 (Prospectus) to holders of its American Depositary Shares (ADSs) as of 17 September 2002 (Entitled ADS Holders) and to holders of its ordinary shares with a registered address in Singapore, the United States and Malaysia as of 18 September 2002 (Entitled Shareholders), together with the related subscription and other documents. Where to Collect a Prospectus: Entitled ADS Holders who have not received the Prospectus and the related subscription and other documents may obtain copies of the same from Citibank, N.A., our ADS rights agent, at 111 Wall Street, New York, NY 10043. Entitled Shareholders who have not received the Prospectus and the related subscription and other documents may obtain copies of the same from The Central Depository (Pte) Limited (CDP), Chartered's share registrar, M & C Services Private Limited (M&C) or any member Company of the Singapore Exchange Securities Trading Limited. The addresses of CDP and M&C are as follows: The Central Depository (Pte) Limited (before 30 September 2002) 20 Cecil Street #07-02/05 Singapore Exchange Singapore 049705 (on or after 30 September 2002) 4 Shenton Way #02-01 SGX Centre 2 Singapore 068807 M & C Services Private Limited 138 Robinson Road #17-00 The Corporate Office Singapore 068906 For information contact the Company's Rights Offering helpline: Holders of ADSs: All holders of ADSs in the U.S., call toll free: +1 (866) 807-3084 (Mondays to Fridays 9.00 a.m. to 8.00 p.m., New York City time) Banks, brokers and non-U.S. holders of ADSs, call: +1 (212) 440- 9800 (Mondays to Fridays 9.00 a.m. to 5.00 p.m., New York City time) Holders of ordinary shares: + 65 6877-7055 (Mondays to Fridays 9.00 a.m. to 7.00 p.m., Singapore time, Saturdays 9.00 a.m. to 1.00 p.m., Singapore time) HORIZON EDUCATION: Posts Notice of Shareholder's Interest -------------------------------------------------------- Horizon Education and Technologies Limited posted a notice of changes in substantial shareholder Horizon Technologies Holdings Pte Ltd's interest: Date of notice to Company: 28 Aug 2002 Date of change of interest: 28 Aug 2002 Name of registered holder: Horizon Technologies Holdings Pte Ltd (In Members' Voluntary Liquidation) Circumstance(s) giving rise to the interest: Others Please specify details: Distribution of asset in specie Shares held in the name of registered holder No. of shares of the change: 10,200,000 percent of issued share capital: 4.3 Amount of consideration per share excluding brokerage,GST,stamp duties,clearing fee: Distribution of asset in specie No. of shares held before change: 70,207,260 percent of issued share capital: 29.6 No. of shares held after change: 60,007,260 percent of issued share capital: 25.3 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 70,207,260 percent of issued share capital: 29.6 No. of shares held after change: 60,007,260 percent of issued share capital: 25.3 Total shares: 60,007,260 No. of Warrants No. of Options No. of Rights No. of Indirect Interest HUA KOK: Director Lim Chong Sit Resigns --------------------------------------- Hua Kok International Limited announced that Lim Chong Sit has resigned as Executive Director of Hua Kok Precast (Pte) Ltd, a 58 percent owned subsidiary of Hua Kok International Ltd. Lim played a significant part in the development of the Company's precast business. The Company wishes Lim every success in pursuing his other interests. According to Wright Investor's Service, as of June 2001, the Company's long-term debt was S$8.33 million and total liabilities were S$54.74 million. SEKSUN CORPORATION: Voluntarily Liquidates SBI ---------------------------------------------- The Board of Directors of Seksun Corporation Limited announced Thursday that Seksun Biosensors International Pte Ltd (SBI), its joint-venture Company with Biosensors International Pte Ltd, has been placed into voluntary liquidation by its shareholders on 16 September 2002. SBI was incorporated on 6 April 2000 to conduct the business of the manufacture of electrical/electronics surgical and medical instruments. Following the shifting of manufacturing activities for products such as the "heart-lung pack" back to its joint-venture partner, SBI suspended its operations on 30 June 2001 and has remained dormant since. The Company had held a 49 percent equity in SBI, which had a paid-up capital of S$250,000, with the balance 51 percent held by Biosensors International. As both joint-venture parties have mutually agreed that the SBI no longer serves its purpose, they have therefore passed a resolution to place SBI into voluntary liquidation. The above transaction will not have a material impact on the earnings per share and the net tangible assets per share of the Company for the current financial year. None of the directors or substantial shareholders of the Company has any interest, direct, or indirect in SBI. ULTRO TECHNOLOGIES: Issues Profit Warning ----------------------------------------- The Board of Directors of Ultro Technologies Limited refers to the "Commentary on current year prospects" in the Company's half year financial statement announcement for the year ended 30 June 2002 released on 25 March 2002. In its announcement, it was stated "Barring unforeseen circumstances, we expect the Group's results for the second half to be better than that of the first half of the year, but to register a loss for the full financial year ending 30 June 2002." In anticipation of the announcement of the Group's full year results for the year ended 30 June 2002 at the end of September, the Board of Directors deems it appropriate to issue an update on the above "Commentary on current year prospects". The local and global electronics industries have remained depressed in 2002. The effects of this downturn on the Group's operating businesses have been more severe than anticipated, resulting in lower turnover and the need for some provisions against receivables and inventories. In view of this, the Directors do not expect the Group's results for the second half- year to be better than that of the first half year. =============== T H A I L A N D =============== TELECOMASIA CORP: Unveils Recapitalization Scheme ------------------------------------------------- The Board of Directors of TelecomAsia Corporation Plc. (TA) has approved a recapitalization plan, which includes a capital increase of up to THB 6.2 billion. The proceeds from the capital increase will be used to significantly reduce outstanding debt and to increase the investment in TA Orange. TA estimates that its December 2001 debt level of THB 73 billion (without debt at TA Orange) will be reduced by approximately 20 percent after the capital raising and other ongoing debt reduction plans are completed. This debt reduction will include payments at discounts and covers both TelecomAsia and its Telecom Holding companies, including Asia Wireless Communication Co., Ltd., the provider of the PCT service. TA Orange has grown very rapidly, with 642,379 subscribers in Bangkok (70 percent post paid) after only 4 months of full commercial operation. This is the highest subscriber growth achieved after 4 months by a GSM operator anywhere in the world. To meet the increased demand and continue its rapid growth, TA Orange plans to increase its capital by THB 6 billion. TA plans to subscribe to 51 percent of the capital increase, approximately THB 3.1 billion. Orange SA, the strategic investor of TA Orange, is expected to subscribe to the remaining 49 percent through Wirefree Service Belgium Limited. TA's capital increase will be in the form of a rights offering and a private placement. The rights offering will raise up to THB 3.5 billion through an issue of 1 new TA share for every 6 outstanding ordinary and preferred TA shares. The rights offering will be priced at THB 6.5 per share. The remaining amount will be raised through a private placement. The offerings will be completed in October. The book closing date for the rights to attend the Extraordinary General Meeting and to subscribe the rights issue is expected to be August 29. The shareholders' meeting will be held on September 18. The offerings are also subject to the approval of certain creditors. The CP Group, TelecomAsia's largest shareholder, has demonstrated its commitment to TA by indicating that they will participate in the TA offerings by investing up to THB 3.0 billion. The CP Group has also indicated that they will be willing to subscribe to any unsubscribe rights shares. TA is Thailand's leading innovative provider of voice, video, data and web-based applications over an integrated multi- platform network for the consumer and business markets. With its 2.6 million fixed line network and 1.9 million connected lines in Bangkok Metropolitan Area, the business center of the country. TA is the largest fixed line provider in the country's best business operating environment. TA currently owns 41 percent of BITCO, the holding Company that owns 99.8 percent of TA Orange. TA Orange, Thailand's fastest growing GSM operator, is a joint venture between Orange SA, TA and the CP Group. 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, Salve M. Mordeno, 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 ***