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021016.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Wednesday, October 16, 2002, Vol. 5, No. 205 Headlines A U S T R A L I A AMP LIMITED: ABN Lifts Price Target on UK Changes AMP LIMITED: Deutsche Maintains Buy Recommendation AMP LIMITED: Goldman Keeps Market Perform Rating AMP LIMITED: Morgan Stanley Keeps Overweight Rating AMP LIMITED: New Chief to Split UK Business, Cut Executives AMP LIMITED: Shares Up 2.5% on U.K. Change BURNS PHILP: To Buy Latin American Unit of Kraft Foods COLES MYER: Board Tells Shareholders to Dump Lew COLES MYER: Shares Flat as Board Rejects Lew LIFESTYLE GROUP: Director Jailed on ASIC Charges TXU AUSTRALIA: Fitch Revises Rating to Negative TXU AUSTRALIA: S&P Cuts Ratings to BBB C H I N A & H O N G K O N G ANDY'S CONSTRUCTION: Winding Up Petition Pending DOWAVE INVESTMENT: Hearing of Winding Up Petition Set WELLUX INDUSTRIES: Facing Winding Up Petition I N D O N E S I A ASTRA INTERNATIONAL: Bali Blast May Derail Rescheduling Plans HOLDIKO PERKASA: IBRA Asks for Sale of 17 Equity Assets J A P A N MATSUSHITA ELECTRIC: Removing Staff From Parent Payrolls MATSUSHITA ELECTRIC: Launches Digital Still Cameras MAZDA MOTOR: Develops Titandash Clean Diesel Hybrid Truck MITSUBISHI MATERIALS: Unlikely to Achieve FY02 Earnings NTT DOCOMO: Introduces Anti-spamming Functions PENTA-OCEAN: Sees Fiscal Year Net Loss of JPY16B K O R E A HYUNDAI MERCHANT: Buys Back W22.7B Stock From Shareholders HYUNDAI MERCHANT: May Not Sell Auto Unit Due to Loan Refusal KIA MOTORS: Tax Agency Audits Carmaker KT CORPORATION: Purchases KRW225B of Exchangeable Bonds SAEHAN INDUSTRIES: Creditors Reschedule W400B Debt M A L A Y S I A AMSTEEL CORPORATION: Granted Extension of Time AUTOINDUSTRIES VENTURES: Still in Payment Default BERJUNTAI TIN: Restructuring Scheme Proposals Get Approval LAND & GENERAL: Dormant Subsidiary Faces Winding-up MULPHA INTERNATIONAL: FIC Approves Sale Share PAN PACIFIC: Still in Payment Default PLANTATION & DEVELOPMENT: Bank Negara Okays Loan Stocks Issue RAHMAN HYDRAULIC: Faces RM50,000 Fine for Breach of MBLR RENONG BERHAD: Gets Nod for Variations to Terms of SPV Bond SATERAS RESOURCES: To File Second Appeal for KLSE Extension TAI WAH: FIC Approves Ramatex Acquisition Offer TECHNO ASIA: Seeks Extension of Time to Regularize Finances TENAGA NASIONAL: Convertible Bond Sale May Not Happen Soon P H I L I P P I N E S DIGITAL TELECOMMUNICATIONS: NEC Files International Lawsuit METRO PACIFIC: Unilab Teams Up With Ayala to Bid for Unit STENIEL MANUFACTURING: Creditors Declare Company in Default S I N G A P O R E ISOFTEL LTD: Posts Notice of Shareholder's Interest MEDIARING.COM: AGM Set on November 6 L&M GROUP: Unit's Creditors Agree to Debt-Equity Deal T H A I L A N D TPI POLENE: To Offer Shares of Up to $270M to Repay Debt - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: ABN Lifts Price Target on UK Changes ------------------------------------------------- ABN AMRO lifts the 12-month price target of AMP Limited from A$12.25 to A$13 after company said it would split its U.K. unit and replace key management. The broker said that the new structure should have benefits for AMP investors. "In particular, it should provide greater transparency in the division of capital between new and old business," it said. Meanwhile, broker Macquarie Equities keeps a long-term outperform rating on AMP. "AMP is clearly back on the front foot, taking positive steps to position itself for the inevitable (albeit medium-term) market recovery," the broker said. Shares in Australia's leading financial services company have been sinking to all time lows in September as the market reacted to revelations the group had not revealed the full extent of the financial troubles at its British operations. AMP LIMITED: Deutsche Maintains Buy Recommendation -------------------------------------------------- Deutsche Bank retains buy recommendation on AMP Limited following the restructuring and management changes at its UK business. Deutsche Bank said that the new CEO's decisiveness is refreshing and bodes well for AMP's future, albeit creating additional internal upheaval in short term. It adds that disposal of non-core assets cannot be ruled out. AMP LIMITED: Goldman Keeps Market Perform Rating ------------------------------------------------ Goldman Sachs retains market performer rating on AMP, saying fundamental and strategic uncertainty still running high. It believes the organizational changes at the U.K. business are logical, with CEO Andrew Mohl acting quickly to clear management decks. "The tradeoff with this is that AMP is now faced with a bit of an experience vacuum at the senior management level," it says. AMP LIMITED: Morgan Stanley Keeps Overweight Rating --------------------------------------------------- Morgan Stanley retains overweight on AMP with 12-month target of A$15.70 on stock after Australia's leading financial services company details restructure of its troubled U.K. unit. "We believe that this separation of businesses will result in improved clarity in reporting," it says. UBS Warburg says AMP still a hold with 12 month price target with the outlined changes in U.K. "We think investors will be pleased to see that Andrew Mohl, who has been in that role of CEO for less than a month, is taking action to resolve the issues that have been impacting the group's performance in the U.K.," research house adds. AMP LIMITED: New Chief to Split UK Business, Cut Executives ----------------------------------------------------------- Andrew Mohl, the new chief executive of insurance financial services company AMP Ltd, has moved quickly to make his mark by announcing a sweeping change to the troubled United Kingdom business. Mohl is splitting the UK financial services (UKFS) business into mature and contemporary streams, as well as eliminating five senior executives, including UKFS managing director Tom Fraser. The so-called mature unit will oversee products already earmarked for closure including those in the struggling life insurance units Pearl, London Life and National Provident Life. Mohl added Fraser and the four other executives would receive their contractual entitlements, which he described as "relatively small". Mohl has moved quickly to establish a new executive team that shares his passion for reform and values-based leadership. Ian Laughlin, who has been director of the managing director's office at UKFS, was the new chief of the UK mature business while product development and integration director John Drabble would head the contemporary UK business. Mohl told reporters the moves are aimed at improving the profits and returns of the U.K. operations while retaining and improving the capital profile of mature businesses. AMP LIMITED: Shares Up 2.5% on U.K. Change ------------------------------------------ Shares in AMP advanced 2.5 percent or 30 cents to A$12.40 by 10:55 a.m. on Tuesday after the fund manager and insurer unveiled an overhaul of UK operations. Analysts welcomed the split of AMP's UK arm into two units, and the closure of some pricey development units, but said the earnings outlook had not changed given the negative sentiment towards the industry while investment markets remain uncertain. UK life insurers' finances have taken a battering over the past year because of the continued downward spiral of the equity markets, in which they invest most of their money. As a result, the value of the assets that back their liabilities as well as their own capital bases have dwindled alarmingly. BURNS PHILP: To Buy Latin American Unit of Kraft Foods ------------------------------------------------------ Burns Philp & Co. has entered into a binding agreement to buy Kraft Foods Inc.'s (KFT) yeast and industrial bakery ingredients unit in Latin America for US$110 million, Dow Jones Newswires reported. The Australian global yeast and spices producer expects to complete the acquisition by the end of November. Burns Philp said the newly acquired business, which operates under the Fleischmann's name, has its main operations in Brazil, Colombia, Ecuador, Venezuela and Peru. Early this month, TCR-AP reported that Burns Philp completed the sale of its North American Industrial Vinegar Division to Swander Pace Capital LLC, a US based private equity investor. Standard & Poor's in June affirmed its BB- corporate credit rating on Burns Philp. The outlook was revised to negative from stable due to the company's announcement of its intention to raise US$450 million in debt, the proceeds of which will be used to repay the outstanding 5.5% guaranteed subordinated convertible bonds of US$98.3 million in fiscal 2003. COLES MYER: Board Tells Shareholders to Dump Lew ------------------------------------------------ Coles Myer Ltd's 8 of the 10 directors signed a letter on Tuesday telling shareholders they should dump the group's longest serving director, Solomon Lew, at the group's annual meeting. The directors said Lew should not be voted back in because he has been on the board of the ailing retailer for 17 years and has perceived conflicts of interest. "We consider it is time for change in the composition of the board of CML," said the letter signed by eight directors, including new chairman Rick Allert and Chief Executive John Fletcher. Lew argues he should be re-elected because he is the only director with deep retail experience, which he says is badly needed as Coles battles to revive its loss-making department stores and reverse a 30 percent share price drop this year. The group's notice of annual meeting is due to go to the group's shareholders on October 22, with the meeting scheduled for November 20. COLES MYER: Shares Flat as Board Rejects Lew -------------------------------------------- Shares of Coles Myer were flat at A$6.32 as the company's board agreed to publish letter to shareholders opposing reelection of Solomon Lew. A majority of the shareholders cited related party transactions and length of tenure as reasons for dumping the longest serving director. LIFESTYLE GROUP: Director Jailed on ASIC Charges ------------------------------------------------ The Australian Securities & Investments Commission said Monday that Jon Melville McKenney, a former managing director of the failed Lifestyle property group, was sentenced to four-and-a- half years jail after pleading guilty in the Melbourne County Court to charges brought by the ASIC. McKenney was ordered to serve a minimum of three years, upon entering into a recognisance in the amount of $2,000, to be of good behavior for 18 months upon his release. Meanwhile, John Lloyd Caust, a former employee of the Lifestyle property group, was sentenced to two and a half years jail. He was ordered to serve a minimum of 18 months, upon entering a recognisance in the amount of $2,000, to be of good behavior for 12 months upon his release. McKenney had earlier pleaded guilty to 15 charges under the Corporations Act, including failing to act honestly, making improper use of his position as a director of a number of companies within the Lifestyle group, and making a false or misleading statement in a document lodged with ASIC. Caust had pleaded guilty to seven Corporations Act charges, relating to improper and dishonest use of his position as an employee of the companies. McKenney and Caust were each ordered to pay in excess of $5 million reparation to their victims. The charges for McKenney and Caust relate to their roles in obtaining and using approximately $5,466,970.72 from investors for property development projects undertaken by the Lifestyle group. Both admitted that they oversold units in property trusts promoted by the Lifestyle group, and that monies received from investors for specific property developments were in fact pooled in central accounts, and used for general group expenditure. Creditors of the group are currently believed to be owed approximately $24 million. The charges were brought by ASIC following an investigation into the collapse of the Lifestyle group in 2000. In July and August of 2000, ASIC successfully applied for the appointment of a liquidator to 54 companies within the Lifestyle group. A number of accountants and financial planners who promoted the schemes operated by the Lifestyle group have also been banned from acting, or have undertaken not to act, as securities representatives and investment advisers. The Commonwealth Director of Public Prosecutions prosecuted the matter. TXU AUSTRALIA: Fitch Revises Rating to Negative ----------------------------------------------- Ratings agency Fitch said Monday it affirmed the ratings for TXU Australia Holdings (Partnership) Limited Partnership (TXUA) and TXU Electricity Limited (formerly Eastern Energy Limited), and revised the outlook to Negative from Stable. Earlier that day, Fitch lowered the senior unsecured rating of TXU Europe Ltd. (TXE) to CCC from BB and short-term rating to C from B. The ratings of TXE, which also apply to certain obligations guaranteed by TXU Europe Ltd., were placed on Rating Watch Negative. These rating actions follow the announcement that TXU Corp. is now offering for sale 'all or portions of [TXE's] business,' and that equity injections from TXU Corp. to TXE to effect contractual restructuring and debt reduction, which previously had been expected to total up to US$700 million, will now be kept to 'minimal levels'. TXU AUSTRALIA: S&P Cuts Ratings to BBB -------------------------------------- Standard & Poor's Ratings Services has lowered its long-term credit ratings on TXU Australia Holdings (Partnership) L.P. and TXU Electricity Ltd. to BBB from BBB+. The companies' short-term ratings have been affirmed at A-2. The outlook on the ratings remains negative. S&P said the rating action follows the lowering of the long-term rating on TXU Australia and TXU Electricity's ultimate U.S. parent, TXU Corp., to BBB-/A-2 from BBB+/A-2. The lower ratings on TXU Australia, and its wholly owned subsidiary TXU Electricity Ltd., do not reflect a fundamental change in the companies' stand-alone creditworthiness, but rather the lower credit quality of their parent, to which their ratings remain linked. TXU Australia and TXU Electricity Ltd. remain an integral part of TXU Corp.'s portfolio of energy assets and it is therefore appropriate, given TXU Corp.'s willingness to support its Australian subsidiaries financially, that the ratings on TXU Australia and TXU Electricity Ltd. continue to be aligned with those of TXU Corp. "The ratings on TXU Australia and TXU Electricity have benefited from being aligned with those of their higher rated U.S. parent in the recent past," said Laurie Conheady, associate director, Corporate & Infrastructure Finance Ratings. "The lower rating on TXU Corp. has the effect of bringing the ratings on the Australian subsidiaries into line with their underlying creditworthiness," added Mr. Conheady. "The negative outlook on the ratings on TXU Australia and TXU Electricity reflect the outlook on the rating of their U.S. parent, which continues to face execution risk in shoring up their financial profile in the short term. If TXU Corp. is not successful in undertaking the announced steps to reduce its debt commitments in a timely manner, the rating on TXU Corp. could go lower," said Mr. Conheady. The ratings on TXU Australia are underpinned by its natural monopoly gas and electricity distribution businesses, diversified portfolio of interrelated energy assets, and relationship with its U.S. parent. ================================ C H I N A & H O N G K O N G ================================ ANDY'S CONSTRUCTION: Winding Up Petition Pending ------------------------------------------------ The petition to wind up Andy's Construction Limited is scheduled before the High Court of Hong Kong on November 6, 2002 at 9:30 am. Poon Wai Hong, whose office is situated at 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: Hearing of Winding Up Petition Set ----------------------------------------------------- The petition to wind up Dowave Investment Limited is set for hearing before the High Court of Hong Kong on November 13, 2002, at 11:00 am. Wah Sun Finance Limited of Top Floor, Chinachem Golden Plaza, 877 Mody Road, Tsimshatsui East, Kowloon, Hong Kong filed the petition with the said court last August 30, 2002. WELLUX INDUSTRIES: Facing Winding Up Petition --------------------------------------------- Choi Siu Har, whose registered office is situated at Flat 5, 29/F., Block B, Hong Wah Court, Lam Tin, Kowloon, Hong Kong is seeking for the winding up of Wellux Industries Limited. The petition was filed last July 31, 2002 at the High Court of Hong Kong, and will be heard before the said court on October 23, 2002 at 9:30 a.m. ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Bali Blast May Derail Rescheduling Plans ------------------------------------------------------------- The Bali bomb attacks may affect PT Astra International's debt rescheduling plans, which includes a U$150 million rights issue, sending the company's share price to almost a yearly low, the Business Times reported. Astra yesterday closed down 300 at 1,800 rupiah on volume of 33.3 million shares. Astra earlier appointed a consortium of underwriters comprising Rothschild-ABN Amro, ING Barings, UBS Warburg and JP Morgan. Astra has until 2006 to repay debts of over US$800 million. HOLDIKO PERKASA: IBRA Asks for Sale of 17 Equity Assets ------------------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) and PT Holdiko Perkasa (Holdiko), a holding company established pursuant to the Shareholding Settlement Agreement between IBRA and the Salim Group, announced PPAI-AMI Program (Investment Asset Sales Program - Asset Management Investment) which is a program to sell Seventeen (17) Holdiko's assets before the end of 2002. In accordance with IBRA's Chairman request letter dated 3 October 2002, IBRA, acting as a holder of the Convertible Right Issue (CRI) issued by Holdiko and as proxy shareholders of Holdiko, asks Holdiko to sell 17 equity assets, through a 'One Stage Bidding' process. In line with IBRA's Chairman request letter, the sale process would in general follow these steps: * Announcement of sale * Distribution of limited info memo * Data room due diligence * Management presentation * Site visit * Bid submission * Bid evaluation and decision of winning bidder * Closing The PPAI-AMI Program can be participated by legal entity investors, both local and foreign. Interested investors are requested to send their expressions of interest to "PPAI-AMI" (phone no. 5798-2755 or 5772776 ext: 6721-6724, fax no. 5798- 2756 and e-mail at ppai-ami@bppn.go.id) in order to receive limited information memorandums and Confidentiality Agreements. Subsequently, Confidentiality Agreements have to be returned together with a non-refundable Administrative Fee as a requirement to enter the due diligence phase. In this due diligence phase, potential investors have the opportunity to do site visits, access the data room and participate in management presentations of companies offered for sale. Final bid submissions are scheduled for November and closing of transactions concluded on December this year. At present, IBRA is still in the process of selecting advisors to assist Holdiko in selling the assets through the PPAI-AMI process. Assets that are currently in preparation stage / selling process include Holdiko's ownership in PT Metropolitan Kentjana, PT Indosiar Visual Mandiri Tbk., and Riau Resorts. (M&A REPORTER- ASIA PACIFIC, Vol. No.1, Issue No. 204, October 15, 2002) ========= J A P A N ========= MATSUSHITA ELECTRIC: Removing Staff From Parent Payrolls -------------------------------------------------------- Matsushita Electric Industrial Co. Limited will step up the removal from its payroll of workers transferred to group firms, as part of its reorganization program, the Nihon Keizai Shimbun and AFX Asia reported. As of January 1, about 1,000 employees from Matsushita Electric and Kyushu Matsushita Electric Company will be transferred to a factory-automation firm to be created through the integration of related operations of the two firms and will be simultaneously removed from their parent-Company payrolls. The transferred personnel will initially receive the same level of pay as before, but after one year their salaries will drop to levels standard in the industry. As for employees to be transferred in connection with the creation of a joint venture between Kyushu Matsushita and Matsushita Graphic Communication Systems Inc and the integration of Matsushita group car electronics businesses, they will be treated as parent-Company employees until they are removed from their parents' payrolls in April 2004. As for about 1,000 Matsushita Electric employees transferred to an LCD joint venture created in April with Toshiba Corporation, they will be removed from Matsushita payrolls in April next year. TCR-AP reported that Matsushita has been trying to free itself of deep losses caused by the global electronics slump, diving computer-chip prices and competition from Asian rivals. For the fiscal year ended in March, the Company posted a loss of 431 billion yen ($3.6 billion) the worst loss since the Company was founded 80 years ago as sales nose-dived in almost all of Matsushita's major sectors such as cell phones, electronics parts, home appliances and industrial equipment. MATSUSHITA ELECTRIC: Launches Digital Still Cameras --------------------------------------------------- Matsushita Electric Industrial Co. Limited, best known for its Panasonic brand of consumer electronics and digital communications products, announced the release of the new DMC- FZ1 and DMC-F1 digital still cameras, along with two other SD- related products, the SV-PT1 SD media storage unit featuring a 5 GB hard disk and the SV-P20 SD mobile printer. The DMC-FZ1 features the industry's first 12x super optical zoom function1 and a Mega Optical Image Stabilizer. When combined with the variety of SD-compatible products available, these new digital still cameras from Panasonic allow the user to capture, view, save, and print still images without the need of a computer. The products will be sequentially launched on the Japanese market starting November 8 with no suggested retail prices set. LUMIX is a line of digital still cameras that integrate the world-renowned optical technology of Leica Camera AG of Solms, Germany with the advanced digital AV (audio-video) technology of Panasonic. The new models are equipped with built-in DC VARIO- ELMART lenses, the latest fruit of the collaboration with Leica, and offer F2.8 brightness throughout the entire zoom range. Both also offer highly responsive operation, with reduced start-up time, shorter time lag between when the shutter button is pressed and when the image is captured, and a reduced shutter interval time. A newly developed digital signal processor enhances image quality and boosts processing speed, while improving the diagonal resolution by about 50 percent and producing smoother edges. These features let users attain truly superb picture quality. The 350-gram (including battery and SD memory card) DMC-FZ1 is equipped with a 12x super optical zoom function (equivalent to a 35-420 mm zoom lens on a 35 mm film camera). This super zoom function is enhanced by the DMC-FZ1's Mega Optical Image Stabilizer (OIS) to prevent vibration, which is often a problem when zooming to a distant subject. It even works to minimize the slight shake caused when the user presses the shutter button, helping ensure clear, sharp images. Following the DMC-FZ1, the more design-oriented compact 180-gram (including battery and SD memory card) DMC-F1 will be introduced in five different body colors. The DMC-F1 is equipped with a 3x zoom lens and has an effective resolution of 3.2 megapixels (3.34 megapixel CCD). At approximately 250 grams, the SV-PT1 SD media storage unit is compact and lightweight. Its 5 GB PC-card-type removable hard disk and SD memory card slot can store approximately 5,000 digital still pictures.2 With one battery recharge sufficient for up to 10 transfers of data from a 512 MB SD memory card, it allows the user to store images exceeding the capacity of a SD memory card without having to use a computer. A video output terminal connects the SV-PT1 to a TV set, letting the user view stored images when selecting images to save. Also introduced today is the SV-P20 SD mobile printer, a compact printer weighing 260 grams (excluding battery and memory card) and capable of printing images saved on SD memory cards using digital still cameras or digital video cameras. It features a built-in 1.5-inch screen that allows the user to view images and print various types of card-sized (up to 86 mm x 54 mm) pictures on-site. This SV-P20 is equipped with a USB terminal, which lets the user connect to a computer to print, add illustrations or text, and present slide-shows of images stored in the computer. 1 As of October 10, 2002, in comparison with digital still cameras of 1.0 megapixel or more. 2 Calculated using a Panasonic LUMIX digital camera at 1,600 x 1,200 pixels in fine mode. Matsushita Electric Industrial Co., Ltd. - http://www.panasonic.co.jp/global/top.html- is a worldwide leader in the development and manufacture of electronics products for a wide range of consumer, business, and industrial needs. The Osaka-based company, best known for its Panasonic, National, and Technics and Quasar brand names, recorded consolidated sales of US$51.7 billion for the fiscal year ended March 31, 2002. In addition to the Tokyo and other Japanese stock exchanges, Matsushita Electric is also listed on the Amsterdam, Dusseldorf, Frankfurt, New York, Pacific, and Paris stock exchanges. MAZDA MOTOR: Develops Titandash Clean Diesel Hybrid Truck --------------------------------------------------------- Mazda Motor Corporation will unveil its Titandash Clean Diesel Hybrid truck, powered by a newly developed common-rail diesel engine with an electric motor assist system, at the 36th Tokyo Motor Show 2002(*) to be held from October 30 to November 3, at the Makuhari Messe Convention Center in Chiba City. Other vehicles designed for the environment, wheelchair- accessibility, and business convenience will also be exhibited. The Bongo Business Concept and Demio Business Concept assist customers with efficient business environments. The Demio-i is equipped with an extremely low floor and gentle access ramp, friendly to both the physically challenged and those who care for them. Developed with environmental consideration as the top priority, the newly developed diesel engine (MZR-CD), along with the hybrid system, delivers optimum control to dramatically reduce the exhaust gas emissions of the Titandash Clean Diesel Hybrid. It is also approximately 50 percent more fuel-efficient than an identical model powered by a conventional diesel engine. The Bongo Business Concept and the Demio Business Concept are equipped with an extensive range of insightful enhancements to assist drivers. The Bongo Business Concept employs a cargo space design allowing exceptional versatility for loading and a fleet management system interactively connecting each driver with the control center. The Demio Business Concept, also using highly advanced information technologies, features a cargo area with a super-low floor and a ramp, enabling loading and unloading of bulky cargo on a cart. The wheelchair-friendly Demio-i enables a wheelchair passenger to remain comfortably seated in his or her wheelchair while being helped into the vehicle, and the MPV with lift-up second- row seat has a remote-controlled sliding door and roof, which can be opened simultaneously. Among the commercial vehicles to be exhibited is a delivery vehicle featuring easy-to-maintain exterior paint, which is stain-resistant and can be cleaned easily without using any detergent. The insightful and functional enhancements showcased in these exhibits demonstrate Mazda's commitment to develop cars, which deliver Zoom-Zoom. *The 36th Tokyo Motor Show 2002 is the second commercial vehicle show since deciding to hold the show separately from the passenger vehicle and motorcycle show. Mazda will hold a press briefing at the Mazda booth on Tuesday, October 29 from 10:05 to 10:20 a.m. Details and photographs are available on the Company website at http://www.mazda.com/publicity/public/200210/1011e.html Mazda Motor Corporation was established in 1920 and is one of Japan's leading automobile manufacturers. With its headquarters in Hiroshima, Mazda has two plants in Japan and manufacturing and assembly operations in sixteen other countries. Mazda cars and trucks are sold in more than one hundred and thirty countries. Ford Motor and Mazda agreed to collaborate in 1979, Ford Motor Company started investing in Mazda and increased its shareholding to 33.39 percent as of March 31, 1999. TCR-AP reported earlier the Company's shareholders capital ratio is low, at 9.96 percent, as a result of poor performances in the past and the fragile management condition of domestic dealerships and other factors. There is still a heavy interest bearing debt burden in the Company. Furthermore, the overseas sales ratio is at a high level of 61.3 percent, mainly for the North American and European markets. For inquiries, contact Mazda Motor Corporation's K. Yoshitake at telephone 03-3508-5022 or via e-mail at yoshitake.k@tky.mazda.co.jp. MITSUBISHI MATERIALS: Unlikely to Achieve FY02 Earnings ------------------------------------------------------- Mitsubishi Materials is may not achieve earnings outlook this year due to slowdown in electronics demand in the second half, as well as deepening net loss at affiliate Mitsubishi Cable, Dow Jones reported Tuesday, citing analyst Shinko Securities. In a Company statement, Mitsubishi Materials announced the revision in projections downward for its consolidated and non- consolidated net income as of this fiscal half-year due to the extraordinary loss such as the stock evaluation loss (about 6 billion yen) on the affiliated, the loss (about 1 billion yen) of being suffered by the typhoon at the Iwate Cement Plant. NTT DOCOMO: Introduces Anti-spamming Functions ---------------------------------------------- NTT DoCoMo and its eight regional units will introduce a new function that will allow users to block "wangiri" (one-ring) calls, starting October 31, 2002. The move is a part of ongoing anti-scam countermeasures DoCoMo is taking to eliminate the massive number of offensive calls being placed. The new function allows users to register up to 19 offending telephone numbers on a dedicated DoCoMo network. The network will immediately intercept calls placed from these numbers and play a recording that informs scammers that the receiving party will not accept calls. As the scammer will be charged a connection fee, the service is expected to deter offenders from placing "wangiri" calls. PENTA-OCEAN: Sees Fiscal Year Net Loss of JPY16B ------------------------------------------------ Penta-Ocean Construction expects a net loss of 16 billion yen in the fiscal year through March due to prolonged slump in domestic construction market, Dow Jones reported Tuesday. The Company also unveiled mid-term restructuring plan centering on job cuts. ========= K O R E A ========= HYUNDAI MERCHANT: Buys Back W22.7B Stock From Shareholders ---------------------------------------------------------- Hyundai Merchant Marine (HMM) has to buy back 22.7 billion won worth of Company stock from shareholders who are opposed to the sale of its auto-carrying fleet to a joint venture of two European shipping firms and Hyundai Motor Co., the Korea Herald reported Tuesday, citing the Korea Securities Depository (KSD). The names of the European shipping firms were not mentioned in the report. The HMM shareholders who opposed to the asset sale put up a total of 7,832,356 shares, or 7.6 percent of the total shares issued, for acquisition by the Company. The Company offered to pay 2,904 won per share, which is far higher than October 11 closing price of 1,840 won. HYUNDAI MERCHANT: May Not Sell Auto Unit Due to Loan Refusal ------------------------------------------------------------ Major commercial banks namely Woori Bank, Kookmin Bank, Shinhan Bank and Chohung Bank decided not to finance a joint venture to acquire the auto shipping operation from Hyundai Merchant Marine Co. (HMM), the Dong-a Ilbo Daily and AFX Asia reported Monday. In August, HMM approved a plan to sell its auto shipping business for US$1.5 billion to a consortium formed by Wallenius Wihelmsen Lines (WWL), and Hyundai Motor and Kia Motors. The Company needs to sell the auto-shipping unit at the earliest possible time to ease cash shortage problems, which have been deteriorating after the allegations of the channeling of funds to the North. KIA MOTORS: Tax Agency Audits Carmaker -------------------------------------- The National Tax Administration is auditing Kia Motors Corp., a unit of Hyundai Motor Co., Bloomberg and Chosun Ilbo reported Tuesday. The audit comes after Hyundai Motor said in September it wouldn't aid any candidate or party in the Presidential election in December. The report said the audit is its first since Hyundai took over Kia in 1999. Chung Mong Joon, Vice President of the Federation Internationale de Football Association (FIFA), helped organize the 2002 World Cup in South Korea and is running for President in the strength of the tournament's popularity. TCR-AP reported earlier that Kia is saddled with 1.9 trillion won in debts and unclear business conditions in the second half, explaining difficulties in working out an agreement with the labor, citing unnamed Company Executives. DebtTraders reports that Kia Motor Corp's 9.375 percent bond due in 2006 (KIAM06KRS1), trades between 115.110 and 115.675. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=KIAM06KRS1 KT CORPORATION: Purchases KRW225B of Exchangeable Bonds ------------------------------------------------------- On October 14, 2002, KT Corporation repurchased 225 billion won worth of domestic and overseas Exchangeable Bonds (EB). This is another management initiative after its privatization to extend the management's effort to increase shareholder value followed by 1 percent of share cancellation. As a result of such shareholder-oriented move, KT: -Reduced the overhang related to outstanding exchangeable bonds -Decreased the level of risks that KT is exposed to possible cash settlement, which could be higher than the price KT paid for today, in the event the foreign ownership is filled. Details of exchangeable bonds buyback for retirement are as follows: Total amount of EB purchased for retirement: KRW 225 billion - Total acquisition amount of domestic EB: KRW 77.9 billion - Total acquisition amount of overseas EB: USD 116.7 million (or KRW 147.2 billion*) (* USD 1 = KRW 1,261 is applied) Total EB repurchase is equivalent to a repurchase of approximately 3.5 million ordinary shares In addition to this initiative, KT will continue to implement various means to increase shareholder value in the future. Completion of share cancellation On October 9, 2002 KT completed share cancellation of 1 percent in KT shares that were purchased through Korea Stock Exchange from September through early October. Total number of shares cancelled: 3,122,000 shares (1 percent of issued common shares) Average acquisition price: KRW 53,338 Total number of shares after cancellation: 309,077,659 shares According to Wright Investor's Service, KT Corporation at the end of 2001 has negative working capital, as current liabilities were 6.06 trillion Korean Won while total current assets were only 5.73 trillion Korean Won. For more information, visit the company's website at http://www.kt.co.kr. SAEHAN INDUSTRIES: Creditors Reschedule W400B Debt -------------------------------------------------- Creditors of Saehan Industries Inc. may swap and reschedule 400 billion won ($318 million) of its debt to help the fabric maker stay in business, Maeil Business Newspaper and Bloomberg reports. The move aims to reduce its debt to 699 billion won. Saehan's creditors may approve the plan on October 20. The report said creditors are expecting to recover 150 billion won from Saehan through asset sales. No further financial aid will be given after the pending bailout. =============== M A L A Y S I A =============== AMSTEEL CORPORATION: Granted Extension of Time ---------------------------------------------- The Board of Directors of Amsteel Corporation said that the company had on 11 October 2002 obtained the Securities Commission's approval for an extension of time to 31 December 2002 for the relevant parties to complete the proposals. The proposals include the following: (i) Proposed disposal of 150,000 ordinary shares of RM1.00 each representing 100% equity interest in Optima Jaya Sdn Bhd (OJSB), a wholly owned subsidiary of Amsteel to SCB Developments Berhad (SCB) for a consideration of RM150,000 to be settled pursuant to proposal (iii) below (Proposed Disposal); (ii) Proposed assumption of certain liabilities of OJSB by Amsteel amounting to RM112,681,542 and waiver by Amsteel of RM87,244,640 owing by OJSB to Amsteel; and (iii) Proposed settlement by SCB of the consideration for the Proposed Disposal of RM150,000 and the net aggregate amount of RM113,850,000 owing by OJSB to Amsteel via a cash payment of RM10,000,500 and the balance of RM103,999,500 by an issue of 23,111,000 new ordinary shares of RM1.00 each in SCB valued at RM4.50 per SCB share. AUTOINDUSTRIES VENTURES: Still in Payment Default ------------------------------------------------- Further to first the announcement made on 14 December 2001, and subsequently on every month, the financial position of the Company in respect of its default in payments in the month of October 2002 is as follows: Name of Creditor Principal Interest Total i) Pacven Walden Ventures 2,730,955.03 1,387,105.22 4,118,060.25 ii) BI Walden Ventures Keempat Sdn Bhd 1,069,577.00 543,256.74 1,612,833.74 iii) Financial Institutions 17,539,530.33 81,566.90 17,621,097.23 ============= =========== ============= TOTAL 21,340,062.36 2,011,928.86 23,351,991.22 a) The reason for the default in payments and the measures to be taken by the Company are as announced to the Kuala Lumpur Stock Exchange (KLSE) on 14 December 2001. As announced to the KLSE on 14 December 2001, one of the measures taken by the Company to address the default in payments is to carry out a Proposed Restricted Issue of up to 13,000,000 new ordinary shares of RM1.00 each at a proposed issue price of RM1.00 each for cash and issue 2,000,000 new ordinary shares of RM1.00 each to BI Walden Ventures Keempat Sdn Bhd (BIWV4) and Pacven Walden Ventures III L.P. at a proposed issue price of RM1.00 each as part settlement of the amount due (Proposed exercise). The Company has received all the necessary approvals on the proposed restricted issue of shares, which was announced by Commerce International Merchant Bankers Berhad (CIMB) on 1 July 2002 and is now pending the approvals from the following: i) the KLSE for the listing of and quotation for the new AIV shares to be issued pursuant to the Proposals on the Second Board of the KLSE; and ii) the Shareholders of the Company at an Extraordinary General Meeting to be convened. iii) any other relevant authorities, if required. The Board of Directors of AIV is currently still contemplating on the necessary course of action to expediate the completion of the Proposals. b) There should not be any financial and legal implications in respect of the default in payments including the extent of the Company's liability in respect of the obligations incurred under the agreements for the indebtedness as the Management is currently negotiating with the lenders on the rescheduling of payment terms through the proposed exercise. c) The Management is of the opinion that the default in payments should not constitute any event of default under a different agreement for indebtedness (cross default) due to the management's initiative as indicated in Paragraph (b) above. BERJUNTAI TIN: Restructuring Scheme Proposals Get Approval ---------------------------------------------------------- Further to Berjuntai Tin Dredging Berhad's (BTD) announcement on 30 April 2002, the Board of Directors of BTD is pleased to announce that the Securities Commission (SC) has, vide its letter dated 8 October 2002, approved the following corporate exercises as earlier proposed by BTD: (i) proposed capital reduction exercise pursuant to Section 64 of the Companies Act, 1965 to reduce the existing issued and paid-up share capital of BTD from RM30,526,200 comprising 30,526,200 ordinary shares of RM1.00 each in BTD to RM15,263,100 comprising 30,526,200 ordinary shares of RM0.50 each by the cancellation of RM0.50 of the par value of BTD Shares and thereafter the consolidation of 2 ordinary shares of RM0.50 each in BTD into 1 ordinary share of RM1.00 each, resulting in a reduced issued and paid-up share capital of RM15,263,100 comprising 15,263,100 BTD Shares (Proposed Capital Reduction and Consolidation); (ii) proposed conversion of RM20,600,000 debt owed by BTD to Malaysia Mining Corporation Berhad as at 30 April 2002 into 11,444,444 new BTD Shares at RM1.80 per BTD Share (Proposed Debt Conversion); (iii) proposed acquisition by BTD from Dato' Anuar bin Tasin, Mohd Shamshir bin Mohd Ibrahim, Tan Sri Mohamed bin Ngah Said, T. Puteri @ T. Fatihah binti Sultan Ibrahim and Hatijah binti Yusof (collectively the Enserv Vendors) of 1,000,000 ordinary shares of RM1.00 each representing 100 percent equity interest in Enserv Sdn Bhd for a purchase consideration of RM60,000,000 to be wholly satisfied by the issue of 33,333,333 new BTD Shares at an issue price of RM1.80 per BTD Share (Proposed Enserv Acquisition); and (iv) the listing of and quotation for the new BTD Shares to be issued pursuant to the Proposed Debt Conversion and Proposed Enserv Acquisition on the Main Board of the Kuala Lumpur Stock Exchange (KLSE). (the Proposed Capital Reduction and Consolidation, the Proposed Debt Conversion and the Proposed Enserv Acquisition shall collectively be referred to as the Proposed Restructuring Scheme) The SC's approval for the Proposed Restructuring Scheme is subject to, inter-alia, the following conditions: (i) BTD is required to ensure that at least 25% of the Company's enlarged issued and paid-up share capital after the completion of the Proposed Restructuring Scheme will be held by public shareholders; (ii) BTD are not to assume the liabilities of the Enserv Vendors after the completion of the Proposed Enserv Acquisition; (iii) BTD is required to restructure and implement an effective management succession plan to ensure a smooth transition in the management of the Company following the completion of the Proposed Enserv Acquisition; and (iv) BTD is required to disclose in its Circular to Shareholders in relation to the Proposed Restructuring Scheme comprehensive information pertaining to the following: (a) details of the management succession plan as set out in (iii) above; (b) the future prospects of BTD following the completion of the Proposed Enserv Acquisition; and (c) risks associated with the business and industry which Enserv is involved in. The Proposed Restructuring Scheme remains subject to approvals being obtained from: (i) the Foreign Investment Committee for the Proposed Restructuring Scheme; (ii) the shareholders of BTD for the Proposed Restructuring Scheme; (iii) the KLSE for the listing of and quotation for the new BTD Shares arising from the Proposed Debt Conversion and Proposed Enserv Acquisition; (iv) the SC and the shareholders of BTD for a proposed waiver to the Enserv Vendors exempting them from their obligation to extend a mandatory general offer for the remaining BTD Shares not already held by them upon completion of the Proposed Enserv Acquisition; and (v) the sanction of the High Court of Malaya for the Proposed Capital Reduction and Consolidation. Shareholders of BTD and potential investors are requested to refer to the announcement released by BTD on 30 April 2002 for further information on the Proposed Restructuring Scheme. LAND & GENERAL: Dormant Subsidiary Faces Winding-up --------------------------------------------------- The Directors of Land & General Berhad wish to announce that wholly owned subsidiary Lang Furniture (M) Sdn Bhd (LFM) has been placed under Creditors' Voluntary Winding-Up pursuant to Section 255(1) of the Companies Act, 1965. Mr Tay Chong Chim of Messrs Tay Wong & Associates, 27B Jalan Bukit Desa 5, Taman Bukit Desa, 58100 Kuala Lumpur has been appointed as the Provisional Liquidator of LFM. The "Statutory Declaration of Inability of Company to Continue Business, and that Meetings of the Company and its Creditors Have Been Summoned" form has been lodged with the Companies Commission of Malaysia on 14 October 2002. LFM has been dormant and there is no future plan to activate this company. The Company's total cost of investment in LFM is approximately RM6.9 million. At L&G level, no expected losses are envisaged to be arising from the voluntary winding-up of LFM for the year ending 31 December 2002 as the cost of investment and inter-company advances have been fully provided for by the Company in prior years. The voluntary winding-up of LFM is not expected to have any material impact on the net tangible assets and earnings per share of the L&G Group for the financial year ending 31 December 2002. MULPHA INTERNATIONAL: FIC Approves Sale Share --------------------------------------------- Public Merchant Bank Berhad (PMBB), on behalf of the Board of Directors of Mulpha International Berhad (MIB), said in a Kuala Lumpur Stock Exchange disclosure that the Foreign Investment Committee (FIC) had, vide its letter dated 2 October 2002 and which was received by MIB on 11 October 2002, approved the acquisition of the Sale Shares by United Flagship (UF) and Dataran Sentral DS from Tiararibu (M) Sdn Bhd. The disposal by Tiararibu of 24,120,000 ordinary shares of RM1.00 each represents 80 percent of the equity interest in Mudajaya Corportion Berhad. The share sale was for a total consideration of RM113,600,000. The proposed disposal is now conditional upon the approval of the following: (i) the shareholders of MIB at an Extraordinary General Meeting to be convened; and (ii) the Securities Commission for the proposed exemption for DS to undertake a mandatory general offer for the remaining shares of MCB not already owned by DS upon completion of the Proposed Disposal. PAN PACIFIC: Still in Payment Default ------------------------------------- The Board of Directors of Pan Pacific Asia Berhad (PPAB) announced the Default in Payment as at 30 September 2002 of PPAB and its subsidiaries in accordance with the Practice Note No. 1/2001. Refer to http://bankrupt.com/misc/ppab_borrowings.pdf for a copy of the summary. The company in a disclosure to the Kuala Lumpur Stock Exchange said that there are no material changes in PPAB's status of default from the date of last announcement until 30 September 2002. PLANTATION & DEVELOPMENT: Bank Negara Okays Loan Stocks Issue ------------------------------------------------------------- AmMerchant Bank Berhad, on behalf of Plantation & Development (Malaysia) Berhad, said in a disclosure to the Kuala Lumpur Stock Exchange that Bank Negara Malaysia had approved the proposed issuance of loan stocks to foreign creditors of P&D pursuant to the Proposed Restructuring Scheme of P&D, subject to certain terms and conditions. The loan stocks that will be issued to the foreign creditors of P&D will be redeemed in foreign currencies (other than the currencies of Israel, Serbia and Montenegro). According to a TCR-AP report in September, the total debts to be restructured via the Proposed Restructuring Scheme amount to RM256,723,926. There is no other material development in the Proposed Restructuring Scheme of P&D subsequent to the announcement dated 1 October 2002. RAHMAN HYDRAULIC: Faces RM50,000 Fine for Breach of MBLR -------------------------------------------------------- The Kuala Lumpur Stock Exchange (KLSE) in consultation with the Securities Commission, publicly reprimanded Rahman Hydraulic Tin Berhad (Special Administrators Appointed) for breaches of Sections 117(3), 118(1) and 335 of the KLSE's Main Board Listing Requirements (MBLR). A fine of RM50,000 was also imposed on the Company in respect of the breach of Section 118 (1) of the MBLR. Section 117(3) of the MBLR prior to the amendments on 2 July 1998 (the old requirements), states that where in the case of a transaction not falling within Section 114 of the MBLR (the old requirements), if the transaction involves the interests of directors or substantial shareholders, it will be necessary for the Company to make an immediate announcement of the transaction with similar particulars as required in Section 114. Rahman has breached Section 117(3) of the MBLR for failing to make an immediate announcement to the KLSE for public release in relation to the acquisition of a six-story commercial building known as Bangunan Bee Hin. On 3 December 1997, Exaland Corporation Sdn Bhd (ECSB), a wholly owned subsidiary of Rahman has executed a Sale and Purchase Agreement (SPA) with Bee Hin Holdings Bhd (BHH), a wholly owned subsidiary company of Kuala Lumpur Industries Holdings Bhd (KLIH) to acquire Bangunan Bee Hin for a total cash consideration of RM6.5 million (the Acquisition). The Acquisition involved the interests of substantial shareholders by virtue of the substantial interest (18.43 percent) of Rahman in KLIH. The Company only announced the Acquisition on 18 January 2002 after a delay of approximately 4 years. Section 118(1) of the MBLR (the old requirements), states that where a company proposes to acquire an interest in any company, business or asset in which any director or substantial shareholder is interested, the KLSE requires a circular to be sent to shareholders and the shareholders' prior approval of the transaction be sought in a general meeting. Rahman has breached Section 118(1) for failing to issue a circular to the shareholders and seek the shareholders prior approval in a general meeting in relation to the Acquisition. To date the Company has yet to issue the circular and convene a general meeting to ratify the Acquisition. This represents a delay of approximately 4 years and 10 months. Section 335 of the MBLR states that a listed company is required to make an immediate announcement of all material information concerning its affairs, except in exceptional circumstances. The Company has breached Section 335 of the MBLR for failing to make an immediate announcement to the KLSE for public release in relation to each of the following: (i) the 1st Supplementary Agreement dated 2 April 1998 (1st SA). In the 1st SA, ECSB and BHH agreed amongst others, for an extension of time of three months from 2 April 1998 to 2 July 1998 to facilitate the application to the Foreign Investment Committee and to obtain other necessary approvals form the relevant authorities; and that in consideration for the extension of time, RM1.3 million was paid by ECSB to BHH as partial payment for the Acquisition; (ii) 2nd Supplementary Agreement dated 15 June 1998 (2nd SA). In the 2nd SA, ECSB and BHH agreed, amongst others, that a further extension of time of another three months from 2 July 1998 to 2 October 1998 to obtain any other authorities approvals, consents, authorizations or exemptions required by the relevant authority, body or agency as referred to in the SA dated 3 December 1997; and that in consideration for the extension of time, a further RM1.3 million was paid by ECSB to BHH as further partial payment for the Acquisition; and (iii) 3rd Supplementary Agreement dated 24 September 1998 (3rd SA). In the 3rd SA, ECSB and BHH agreed, amongst others, to revise downward the purchase price of the Bangunan Bee Hin from RM6.5 million to RM4.5 million. The Company only made an announcement of the three Supplementary Agreements on 18 January 2002, a delay of approximately 3 years and 9 months, 3 years and 6 months and 3 years and 4 months from the date of the 1st, 2nd and 3rd Supplementary Agreements respectively. In respect of Section 118(1) of the MBLR, the KLSE has also imposed a timeline of five (5) months from the date of the reprimand for the Company to issue the circular to its shareholders and convene a general meeting to obtain its shareholders' ratification in relation to the Acquisition, failing which a penalty of RM1,000 per market day will be imposed on the Company from the expiry of the above-mentioned 5 months until the date of ratification. The public reprimand and fine were imposed pursuant to Section 392 of the MBLR and Paragraph 16.17 of the Listing Requirements after taking into consideration all relevant factors and after consultation with the Securities Commission. Rahman has been previously sanctioned by the KLSE for breach of the following Listing Requirements: (a) 16 April 1999 The KLSE had publicly reprimanded and imposed a fine of RM100,000 on RAHMAN for breach of Section 60 of the MBLR where the Company failed to issue the 1997 Annual Report within the time frame stipulated under the Listing Requirements. The KLSE had also publicly reprimanded the Company for breach of Section 56 of the MBLR for failure to submit the half yearly results for the period ended 30 June 1998 immediately figures are available and in any event not later than three months after the end of the first half yearly period in the financial year. (b) 23 September 2000 The KLSE had publicly reprimanded and imposed a fine of RM150,000 on Rahman for breach of Section 60 of the MBLR where the Company failed to issue the 1998 Annual Reports within the time frame stipulated under the Listing Requirements. (c) 25 November 2000 The KLSE had publicly reprimanded and imposed a fine of RM6,250 on Rahman for breach of Section 56A of the MBLR where the Company failed to submit the quarterly report to the KLSE for public release, as soon as the figures are available, and in any event not later than two (2) months after the end of each quarter of a financial year. (d) 21 September 2001 The KLSE had publicly reprimanded and impose a fine of RM100,000 on Rahman for breach of: (i) Sections 36 and 114 the MBLR for the failure to make an immediate announcement to the KLSE for public release in relation to the acquisition of 56,000,000 ordinary shares of RM1.00 each representing 18.43% of the issued and paid-up capital of KLIH for cash consideration of RM198,861,680 (equivalent to 108% of the RAHMAN's group NTA as at 31 Dec. 1996); and (ii) Section 116 of the MBLR for failure to convene a general meeting to obtain shareholders' approval on the acquisition of KLIH shares within a reasonable time. The KLSE views this contravention seriously and hereby cautions Rahman of its responsibility to maintain appropriate standards of corporate responsibility and accountability in order to achieve greater disclosure and transparency to its shareholders and the investing public. RENONG BERHAD: Gets Nod for Variations to Terms of SPV Bond ----------------------------------------------------------- Renong Debt Management Sdn Bhd, a subsidiary of Renong, issued on 30 September 1999 the Renong SPV Bond, or the RM8,197,620,000 Nominal Value Zero Coupon Redeemable Secured Bond 1999/2006, in conjunction with a debt restructuring involving Renong and United Engineers (Malaysia) Berhad (UEM). The Renong SPV Bond is secured as follows: (i) charges over the shares owned by Renong and certain of its subsidiaries; and (ii) a guarantee from Renong. Projek Lebuhraya Utara-Selatan Berhad (PLUS) was the original sole holder of the Renong SPV Bond. As part of PLUS's debt restructuring scheme pursuant to its listing exercise, PLUS had agreed to sell and transfer the Bond to UEM, after obtaining, amongst others, the approval of the Securities Commission (SC) for the variation of the terms of the Bond on 2 May 2002. The Bond was transferred to UEM with effect from 31 May 2002. Renong SPV has, via its letter dated 5 September 2002, requested for the consent of UEM as the bondholder for, inter alia, the following variations to the terms of the Renong SPV Bond: (i) Variation to the dates for early partial or full redemption of the Bond such that Renong SPV may redeem the Bond on any date (Proposed Variation to Redemption Dates); and (ii) Reduction in the period of advance notice of Renong SPV's intention to redeem the Bond from the existing minimum of 25 days to a minimum of five Business Days (as defined in the terms and conditions of the Bond) (Proposed Reduction in Requisite Notice Period). The Proposed Variation to Redemption Dates and Proposed Reduction in Requisite Notice Period are collectively known as "the Proposed Variations". The consent of UEM was received vide their letter dated 9 October 2002. DETAILS OF THE PROPOSED VARIATIONS The existing terms of the Renong SPV Bond provides that, amongst others, Renong SPV may redeem the Bond in whole or in part, on the dates falling at the intervals of every six months from the issue date of 30 September 1999, i.e. on 30 March and 30 September of any year up to the maturity date of the Renong SPV Bond. In addition, it also provides that Renong SPV be required to give the bondholder not less than 25 days' notice in advance of its intention to redeem the Bond and to stipulate in the said notice the date and, where applicable, time and place for redemption of the same and the mode of payment to the bondholder. In this regard, the approval of the SC was sought for the following: (i) the Proposed Variations; and (ii) Exemption from having to seek approval of the SC for any further variations to the terms and conditions of the Bond. On behalf of Renong, Commerce International Merchant Bankers Berhad (CIMB) wishes to announce that the SC has, vide its letter dated 11 October 2002, approved the Proposed Variations subject to the following conditions: (i) Full disclosure be made to all relevant parties on the Proposed Variations and their approvals, if required, be obtained; (ii) The Proposed Variations not contravening any terms of the trust deed of the Renong SPV Bond or any relevant laws; and (iii) CIMB be required to provide written confirmation to the SC that the above conditions have been fulfilled. However, the SC has rejected the request for the exemption from having to seek the approval of the SC for any further variations to the terms and conditions of the Bond. FINANCIAL EFFECTS The Proposed Variations do not have any effect on the share capital and substantial shareholders' shareholdings in Renong. However, interest savings will be derived and the net interest loss minimized arising from the flexibility to redeem the Bond as and when the funds are available. APPROVALS REQUIRED Save and except for the approvals mentioned in this Announcement, which have been accordingly obtained, the Proposed Variations are not subject to any other approvals. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST Y. Bhg. Tan Sri Dato' Mohd Sheriff bin Mohd Kassim and En. Abdul Wahid Omar are directors of UEM and Renong. Y. Bhg. Tan Sri Dato' Mohd Sheriff bin Mohd Kassim is also a director of Syarikat Danasaham Sdn Bhd, the holding company of UEM. Puan Salmah binti Sharif is a director of Danasaham and Renong. UEM is a major shareholder of Renong by virtue of its 31% equity interest in Renong. As such, Y. Bhg. Tan Sri Dato' Mohd Sheriff bin Mohd Kassim, En. Abdul Wahid Omar and Puan Salmah binti Sharif are deemed interested in the Proposed Variations and have abstained and shall continue to abstain from voting at the Board meetings of Renong in respect of the Proposed Variations. Save as disclosed above, none of the other directors and major shareholders of Renong or persons connected to them has any interest, direct or indirect, in the Proposed Variations. SUPPLEMENTAL AGREEMENTS The supplemental agreements to the relevant Renong SPV Bond agreements will be executed to give effect to the Proposed Variations in due course. SATERAS RESOURCES: To File Second Appeal for KLSE Extension ----------------------------------------------------------- Sateras Resources (Malaysia) Bhd plans to file a second appeal to the Kuala Lumpur Stock Exchange (KLSE) for a six-month extension to enable it to get approvals from authorities for a new debt revamp plan that it has yet to unveil. The company, under Practice Note 4 classification since February 2001, faces the possibility of being delisted if it does not receive the approval to proceed with a debt restructuring plan by December 31. Its previous debt plan fell through due to weak market sentiment and it has yet to announce a new plan. The KLSE had on October 4 rejected Sateras' application to extend the deadline by 12 months from August 31 to implement a debt regularization plan. TAI WAH: FIC Approves Ramatex Acquisition Offer ----------------------------------------------- Ramatex Berhad said in a Kuala Lumpur Stock Exchange disclosure that it has obtained the approval from the Foreign Investment Committee via its letter dated 8 October 2002 for the proposed acquisition of land and buildings of Tai Wah Garments Manufacturing Berhad and Maxfit Textiles Corporation Sdn Bhd. The proposal also includes the acquisition of the entire interest in Tai Wah Garments Industry Sdn Bhd, a wholly owned subsidiary company of Tai Wah Garments Manufacturing. TECHNO ASIA: Seeks Extension of Time to Regularize Finances ----------------------------------------------------------- AmMerchant Bank Berhad, on behalf of Techno Asia Holdings Berhad (Special Administrators Appointed), wishes to announce that pursuant to Paragraph 5.1(c) of PN 4/2001, the company had on 14 October 2002 applied to the Kuala Lumpur Stock Exchange for an extension of time of three months to 28 January 2003 to obtain all the requisite approvals necessary from the relevant authorities for the implementation of Techno Asia's plan to regularize its financial condition. TCR-AP reported earlier this month that Techno Asia and its subsidiaries, namely Mount Austin Properties Sdn. Bhd (Special Administrators Appointed), PMMSB (Special Administrators Appointed), Prima Moulds Sdn. Bhd. and Ganda Energy Holdings, continue to default in payments of their loan interest and principal sums owing to several financial institutions. The outstanding amounts as at 31 August 2002 were: Loan & Hire Purchase Total Principal (RM) Interest (RM) (RM) The Company 464,999,719 285,273,013 750,272,732 The Group 561,390,642 329,563,577 890,954,219 TENAGA NASIONAL: Convertible Bond Sale May Not Happen Soon ---------------------------------------------------------- Tenaga Nasional Bhd chairman Jamaludin Jarjis said that the planned sale of $500 million of convertible bonds to help repay debt maturing in two years would not take place soon. "We need to look for a window," Jamaludin said. That "may disappear, especially now with the threat of war in Iraq." He said the sale depends on Tenaga meeting its goals for the coupon on the bonds and the price at which the bonds will be converted into the company's shares. Tenaga's regulatory approval to sell the bonds to global investors is valid for six months. The money raised from the convertible bond sale will be used to pay for $350 million of bonds Tenaga has to redeem in 2004. In August, Tenaga hired J.P. Morgan Chase & Co., Lehman Brothers Inc. and Commerce International Merchant Bankers Bhd. to help sell the bonds. ===================== P H I L I P P I N E S ===================== DIGITAL TELECOMMUNICATIONS: NEC Files International Lawsuit ----------------------------------------------------------- NEC Corporation has filed a case in the International Court of Arbitration at the International Chamber of Commerce in France, asking Digital Telecommunications Philippines Inc. (Digitel) to pay $236 million in debt, the Philippine Star reported. Last week, the Japanese firm declared the fixed-wire phone Company in default. It sought the payment of $236 million, including accrued interest. Digitel said it would contest the notice of default. METRO PACIFIC: Unilab Teams Up With Ayala to Bid for Unit --------------------------------------------------------- United Laboratories Inc. (Unilab) will team up with Ayala Land Inc. in a bid to acquire a 50.4 percent interest in Bonifacio Land Corporation, a Metro Pacific's unit and the government's partner in the redevelopment of a 150-hectare section of Fort Bonifacio, Dow Jones reported last week. "It's a calculated risk but there might be a chance we could get it at the right price," Unilab Chairman Joselito Campos told reporters of the Company's bid for Bonifacio Land. The report said Unilab and Ayala Land has offered to help Metro Pacific restructure its debt by paying the $105 million Metro Pacific owes Larouge B.V., a unit of Hong Kong's First Pacific Co. In exchange, the Unilab-Ayala Land team up will get the 50.4 percent stake in Bonifacio Land that was pledged to Larouge as collateral, Unilab Chairman Joselito Campos said. Unilab and Ayala Land are partners in Ayala Greenfield Estate project. Campos said that on its own Unilab has sent a P2 billion budget for its property development projects. STENIEL MANUFACTURING: Creditors Declare Company in Default ----------------------------------------------------------- Creditors of Steniel Manufacturing Corporation have declared the company in default on long-term loans amounting to 851.51 million pesos, AFX News reported Monday. The creditors are Metropolitan Bank and Trust Co, Bank of the Philippine Islands (BPI), and Chinatrust Philippines Commercial Banking Corporation and Metrobank together with unit Global Business Bank. Steniel owed BPI 139.838 million pesos and Chinatrust Philippines some 253.709 million. The loans were granted under an Omnibus Agreement dated November 10, 2000 and intended to refinance its then short- and long-term obligations. Earlier, Steniel said its creditors declared the loans due and payable on or before October 10. The Company said negotiations with its lenders for a restructuring of the loan under the Omnibus Agreement is under way. ================= S I N G A P O R E ================= ISOFTEL LTD: Posts Notice of Shareholder's Interest --------------------------------------------------- Isoftel Limited posted a notice of changes in substantial Director Au sai Chuen's interest: Date of notice to Company: 14 Oct 2002 Date of change of deemed interest: 11 Oct 2002 Name of registered holder: Citibank Nominees (Singapore) Pte Ltd Circumstance(s) giving rise to the interest: Sale initiated by financial institution to meet obligations Shares held in the name of registered holder No. of shares of the change: 387,000 Percentage of issued share capital: 0.169 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$0.040 No. of shares held before change: 39,918,000 Percentage of issued share capital: 17.441 No. of shares held after change: 39,531,000 Percentage of issued share capital: 17.272 Holdings of Substantial Shareholder/Director including direct and deemed interest Deemed Direct No. of shares held before change: 39,918,000 25,000 Percentage of issued share capital: 17.441 0.01 No. of shares held after change: 39,531,000 25,000 Percentage of issued share capital: 17.272 0.01 Total shares: 39,531,000 25,000 Percentage of shareholding calculated based on 228,868,152 shares in issue as of October 14, 2002. TCR-AP reported earlier that Isoftel Ltd revealed a net loss of S$29.062 million in the fiscal year 2001 against a profit of 294,000 in 2000. The Board of Directors announced in September 2001 that the first half-year results of the Company and Group are expected to be worse than anticipated. The businesses of the Company and Group, faced with significant slowdown in the telecommunications industry, more particularly, in the US and Asian markets, have declined substantially in the last 2 quarters. The Group also is facing the growing trend of delayed investments from customers who, in anticipation of the continued worsening economic situation, have opted for prudence and prefer to defer any new expansionary investment plans. MEDIARING.COM: AGM Set on November 6 ------------------------------------ The Extraordinary General Meeting (AGM) of MediaRing.com Limited will be held on November 6, 2002 at 2:30 p.m, at Singapore Post Centre, 10 Eunos Road 8 #05-30 The Pavilion (Theatrette), Singapore 408600. The following resolutions are as follows: SPECIAL RESOLUTION: CHANGE OF NAME That, subject to the approval of the Registrar of Companies, the name of the Company be changed to "MediaRing Ltd" and that the name of "MediaRing Ltd" be substituted for "MediaRing.com Ltd" wherever the latter name appears in the Company's Memorandum and Articles of Association. ORDINARY RESOLUTION: APPOINTMENT OF NEW AUDITORS That Ernst & Young, Certified Public Accountants, Singapore be and are hereby appointed Auditors of the Company in place of the resigning Auditors, Arthur Andersen, to hold office until the conclusion of the next Annual General Meeting, at a remuneration to be agreed between the Directors and Ernst & Young. Explanatory Notes: The current Auditors, Arthur Andersen has informed the Directors that the majority of their partners and personnel will be joining Ernst & Young. As such, Arthur Andersen has given notice to the Directors of their intention to resign as Auditors of the Company. The Directors would recommend and propose to members the appointment of Ernst & Young as the new Auditors in place of Arthur Andersen at the Extraordinary General Meeting to hold office until the conclusion of the next Annual General Meeting of the Company. Ernst & Young have consented to be appointed as Auditors of the Company. Upon the appointment of Ernst & Young at the Extraordinary General Meeting, Arthur Andersen's resignation as Auditors of the Company will take effect. NOTES: 1. A member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company. 2. The instrument appointing a proxy must be lodged at the registered office of the Company 10 Eunos Road 8 #12- 01 Singapore Post Centre Singapore 408600 not less than 48 hours before the time appointed for the Extraordinary General Meeting. According to TCR-AP, Mediaring.com Ltd revealed a net loss of S$34.568 million versus a loss of S$55.955 million the previous year. In January, Media Ring announced a corporate restructuring and a 35 percent reduction in its worldwide workforce and operations as the Company moves to focus on its higher growth telecommunications products and services. L&M GROUP: Unit's Creditors Agree to Debt-Equity Deal ----------------------------------------------------- The L&M Group announced that the unsecured creditors of its unit L&M Prestressing Pte Ltd, whose claims are guaranteed or payable by the Company (the Partially Secured Creditors), have at the meeting of the Partially Secured Creditors held on October 11, 2002 unanimously approved the Scheme of Arrangement proposed by Prestressing for such creditors. By approving the Scheme of Arrangement, the Partially Secured Creditors have agreed to accept shares in the Company in full and final settlement of S$3,641,996 of debt owed by Prestressing to them (the Scheme Shares). The Scheme Shares would upon the Company obtaining all necessary approvals, be issued to these Partially Secured Creditors at 2.5 cents per Scheme Share (based on the weighted average trading price of the shares for trades done on 10 October 2002). Pending the issuance of the Scheme Shares, the Partially Secured Creditors have also agreed to a moratorium on all claims against the Company under their respective guarantees or claims. Unsecured Creditors The Company disclosed that the unsecured creditors of Prestressing has approved the Scheme of Arrangement proposed by Prestressing for such creditors by a majority in number and 92 percent in value of those present and voting. By approving the Scheme of Arrangement, the unsecured creditors have agreed to accept shares in the Company in full and final settlement of S$23,717,662 of debt owed by Prestressing to them (the Scheme Shares). The Scheme Shares would upon the Company obtaining all necessary approvals, be issued to these unsecured creditors at 2.5 cents per Scheme Share (based on the weighted average trading price of the shares for trades done on 11 October 2002). =============== T H A I L A N D =============== TPI POLENE: To Offer Shares of Up to $270M to Repay Debt -------------------------------------------------------- Cement maker TPI Polene PCL plans to offer shares to the public totaling not more than US$270 million in order to repay debt under its restructuring plan, Dow Jones Newswires reports. "The share offering is one of the measures to raise capital for the debt repayment in case the negotiation with Siam City Cement PCL (H.STY) for the sale of TPI Polene's stake fails," TPI Polene chief executive Prachai Leophairatana said. Seamico Securities has been appointed as underwriter of the share offer. Prachai recently submitted a petition to the Bankruptcy Court to maintain his status as administrator of the company's debt restructuring plan should the proposed sale to Siam City fails to get creditors' approval. The petition will be heard on November 20. The company's major creditors include Germany's Kreditanstalt Fur Wiederaufbau, Bangkok Bank PCL, Krung Thai Bank PCL, and JP Morgan Chase Bank. 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 ***