/raid1/www/Hosts/bankrupt/TCRAP_Public/021127.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, November 27, 2002, Vol. 5, No. 235
Headlines
A U S T R A L I A
BRAMBLES INDUSTRIES: Irate Investors Want Chairman, CEO to Go
COLES MYER: Demerger Farfetched, Issue not on Agenda Until 2003
HIH INSURANCE: Liquidator Admits Creditors Won't Get Full Amount
NEW TEL: To Submit Accounts Soon, Eyes Return to ASX in December
C H I N A & H O N G K O N G
ASIA GLOBAL: $270M Purchase Agreement Signed with China Netcom
CHINA LOGISTICS: Auditors Clarify "Going Concern" Opinion
GANG TIANJI: Hearing on Winding Up Petition Next Month
INTERACT CONTRACTING: Winding up Petition to be Heard Dec. 18
KEEP CHAIN: High Court to Hear Winding Up Petition Next Year
LAI SUN: Confirms Debt Talks, But Denies Inking Any Pact
LUXWELL PROPERTIES: December Hearing on Wind Up Petition Set
PANDA-RECRUIT LTD.: Shares Fall Below Minimum Float, Suspended
UNICORN RESTAURANT: Winding Up Petition to be Heard December 11
I N D O N E S I A
ASTRA INTERNATIONAL: Creditors Meeting Adjourns Without Decision
BANK NIAGA: CAHB Deposits IDR1.01 Trillion Payment
BANK NIAGA: CAHB Wants Focus Redirected to Retail Banking
J A P A N
HAZAMA CORPORATION: Posts Y1.72B Net Loss in First Half
ISUZU MOTORS: Tripling H102 Net Loss to Y84B
KUMAGAI GUMI: Narrows H102 Net Loss to Y3.09B
MATSUSHITA ELECTRIC: Reorganizes Domestic System Sales Units
MAZDA MOTOR: Posts Notice of Personnel Changes
MITSUBISHI TOKYO: Widens H102 Net Loss to Y188.1B
MIZUHO FINANCIAL: Outline of Change & Speed-Up Program
MIZUHO GROUP: Reveals Strategy for Trust Banking Businesses
RESONA HOLDINGS: Unit Discloses Rationalization Measures
RESONA HOLDINGS: Unveils Transfer of Minority Shares of RTB
RESONA HOLDINGS: Selling Part of Unit Shareholding
* Moody's Affirms Ratings of Japanese Steel Firms
*Reduction in Guaranteed Yields by Insurers Viewed as Default
K O R E A
CHOHUNG BANK: Bank Sale to Continue After Elections
DAEWOO MOTOR: Daewoo India Up For Sale
HANBO IRON: Likely to be Sold For $377M
HYNIX SEMICON: Creditors to Freeze Debt Obligation Until 2006
HYNIX SEMICON: Reports on Sale Deal Receive No Confirmation
HYNIX SEMICON: Lenders Discuss Bailout Covering $4 Billion Debt
HYUNDAI MERCHANT: Union Ends Labor Disputes
KUMHO GROUP: Sale of Tire Arm Hits Snag
M A L A Y S I A
CHG INDUSTRIES: Foreign Investment Body OKs Restructuring Plan
GEAHIN ENGINEERING: Creditors Meeting Soon to Take Up Debt Plan
KEMAYAN CORPORATION: Says Debt Plan Not Dependent on RCSLS Issue
TAT SANG: Posts Details on Defaulted Banking Facilities
P H I L I P P I N E S
BELLE CORPORATION: Comsat Files Damages Against APC
METRO PACIFIC: Clarifies Acceptance of $105M Offer For BLC
METRO PACIFIC: Enters MoA With GA To Restructure US$350M Debt
METRO PACIFIC: Agreement Signed in 50.4% Acquisition Deal
VICTORIAS MILLING: Mancom Approves Not to Solicit SSM Proxies
VICTORIAS MILLING: Unveils SS Meeting Agenda
S I N G A P O R E
ASIA PULP: Reaches Agreement With Creditors on Debt Repayment
NATSTEEL LTD: Sanion Increases Shareholding to 20.36%
T H A I L A N D
TPI POLENE: Revises Net Profit Following Statutory Audit
- - - - - - - -
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A U S T R A L I A
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BRAMBLES INDUSTRIES: Irate Investors Want Chairman, CEO to Go
-------------------------------------------------------------
Shareholders who attended the annual general meeting of Brambles
Industries Ltd. Monday night moved to oust Chairman Don Argus
and two other directors from the board, blaming the three for
the group's financial woes, AFX-Asia said yesterday.
The move, however, did not materialize after the company
preferred to take a poll of all shareholders before making that
decision.
According to the news agency, the fiery general assembly lasted
into early Tuesday, with shareholders also demanding that CEO
Chung Kong Chow forgo a AU$540,000 bonus in response to last
week's profit warning that saw the company's share price slump
almost 30% in a single day.
The report says Mr. Argus defended Mr. Chow and raised concerns
the CEO might quit following the meeting, compounding Brambles'
problems.
"When you get a meeting turned on you, it depends on how thick-
skinned you are -- I am worried," he said.
Investors wanted to know why problems at the European arm of
Brambles' Chep pallet service were not uncovered until July,
even though it has been dragging down the group's bottom line
for months.
"Is this not a tale of bungling incompetence? You have presided
over a massive decline in our investments," said one shareholder
via video linkup from London.
Brambles' market capitalization has fallen to about AU$8 billion
from AU$20 billion this year and the stock is on the verge of
being ejected from the FTSE-100 index, AFX-Asia said. Mr. Argus
told the meeting he is confident Brambles will weather the
downturn in the global economy and return to strong growth over
the coming three years.
COLES MYER: Demerger Farfetched, Issue not on Agenda Until 2003
---------------------------------------------------------------
A demerger is not likely between the two original retailers that
now make up Coles Myer Ltd, says Chairman Rick Allert in an
interview with the Australian Financial Review recently.
Mr. Allert says the board has already decided not to resurrect
the issue until at least June next year.
"It will not be revisited and, if it is revisited at all, it
will not be until after the end of 2003 financial year," he told
the newspaper.
Coles Myer Ltd. was founded in the mid-80s out of the merger of
GJ Coles and Myer Emporium.
HIH INSURANCE: Liquidator Admits Creditors Won't Get Full Amount
----------------------------------------------------------------
HIH Insurance liquidator Tony McGrath concedes he will not be
able to recover the full amount owed to creditors he represents,
but he is certain a lot of people will go to jail for the mess
they have created.
In an interview with Channel 9 recently, Mr. McGrath said
recovery from reinsurance policies alone would be paltry. At
the moment, he holds about $1 billion in cash and securities
after the sale of some assets. He concedes that total recovery
won't be anywhere near the estimated $3.5 billion to $5.3
billion of losses creditors incurred from the insurer's
collapse.
"History tells you that, no, we won't recover anywhere near
three or four billion dollars, it'll be much, much smaller than
that," Mr. McGrath told Channel 9.
"My understanding is the highest payout ever made by an audit
firm in this country, prior to HIH, is $150 million so I think
that sets some context," he said.
However, Mr. McGrath, who works for auditing firm KPMG, believes
the Australian Securities & Investments Commission would pursue
people they believed were responsible for HIH's failure "and I
suspect that an outcome could be that people go to jail over
this."
HIH's directors, auditors and other advisers are likely targets
of suits to maximize returns to the insurer's creditors. Any
legal action, however, would depend on the likelihood of a
positive return, which also depended on the financial situation
of defendants, The Age newspaper said yesterday.
Mr. McGrath has already filed court proceedings against the
Federal Government, HIH's actuary David Slee, auditor Arthur
Andersen and the Australian Prudential Regulation Authority. He
declined to name other potential defendants during his TV
appearance.
A royal commission inquiry has uncovered a range of allegedly
illegal behavior, including insider trading and sham reinsurance
contracts, which made HIH's profit seem greater than it was.
According to evidence, there were also a series of payments made
to individuals and advisers within weeks of the collapse.
Commenting about all of the HIH mistakes, Mr McGrath said: "It
adds up to an almighty mess which is really what we've got.
Here is an example of a company, or a group of companies, that
probably went on two or three years or longer beyond the point
that they were insolvent and the consequences of that are quite,
quite tragic."
NEW TEL: To Submit Accounts Soon, Eyes Return to ASX in December
----------------------------------------------------------------
CEO Peter Malone believes New Tel will resume trading on the
Australian Stock Exchange early next month after expressing
confidence Monday that auditors will approve within days its
overdue financial report.
New Tel shares have plummeted 75 percent over the past six
months to a record low of 4.8 cents, according to The West
Australian. The shares have been suspended since October 25
after the company failed to lodge audited annual accounts.
Mr. Malone, however, is certain the share price will recover
soon.
The company almost went into administration after it averted a
planned acquisition of Digiplus -- with no explanation to the
market. This led many to speculate that its finances were in
trouble. But Mr. Malone blamed Monday problems with Digiplus for
the aborted acquisition.
"What happened with Digiplus is we had to establish that they
were able to deliver profit on our network, because the way we
were buying the business was out of their cash flow," he told
The West Australian.
"At the end of the day we had a deadline and we couldn't get the
confidence that the business, once we bought it, would enable us
to get Telstra Wholesale's approval to shift Digiplus customers
on to our network.
"At the end of the time limit there was still a lot of concern
about whether that would be a possibility, and other
preconditions not met by Digiplus which we'd have to waive to
proceed... we decided with our legal team that it was pointless
to buy a business that couldn't guarantee us customers could
shift on to our network," he said
Mr. Malone claimed New Tel had been negotiating with RSL Com and
RSL Mobile - the companies to which New Tel recently outsourced
its telco operations - for 12 months, but acknowledged the
perception of the Digiplus deal had been different.
"The upshot was our staff were conditioned to believe that
Digiplus was the big solution for New Tel," he said. "Therefore
the Sydney business was a bit concerned about the future,
understandably... which was probably the reason for the run in
the Sydney press because they thought it was another telco
disaster about to happen."
Mr. Malone said he expected to have the BWL deal, under which
the Hong Kong company will buy out the $22 million debt to
Telstra and Optus, signed by Thursday. The final terms of the
deal and the amount of equity BWL would take under the package
had not been decided.
"That's what we've got to negotiate. We'll probably seek to be
able to buy some of the debt back off them... the market value
of the company is barely $22 million, if they end up buying that
they'd end up buying the lion's share of the company's stock,"
he said.
"We're negotiating a form that they convert some of the debt to
equity and we'll pay cash for some as well so they don't end up
with absolute control of the register... but they will end up
with majority control, certainly."
Mr. Malone said he was "relaxed" about the fact that BWL would
probably seek board representation after the deal. Meanwhile, he
declined to confirm or deny reports that New Tel was under
investigation by the Australian Securities & Investments
Commission for alleged insolvent trading, the report said.
================================
C H I N A & H O N G K O N G
================================
ASIA GLOBAL: $270M Purchase Agreement Signed with China Netcom
--------------------------------------------------------------
China Netcom signed a US$270 million agreement to purchase
Asia Global Crossing Ltd, resulting in a merger, the Wall
Street Journal reported.
According to merger articles, China Netcom and other investors
will invest US$120 million and additional US$150 million loan to
set up a new joint venture, the Asia Netcom Corp.
It is predicted that China Netcom's partners also include New
Bridge Capital Inc. and Softbank Asia Infrastructure Fund. Asia
Netcom Corp. will fully take all subsidiaries and contracts of
Asia Global Grossing Ltd., but not including Pacific Crossing
Ltd. and network business of sea floor cable connected with West
coastal of America. Pacific Crossing Ltd had applied exclusively
for bankrupt protection in July 2002, so it is not included in
this purchase.
Asia Global Crossing Ltd. predicts that this purchase will soon
be approved by court, and completed in first quarter next year.
This purchase implies that China Netcom wants to sharpen its
international business to competing with its rivals. But China
Netcom is facing a big challenge that is how to make a return on
investment, which needs US$100 million to operate and maintain.
(M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November
26, 2002)
CHINA LOGISTICS: Auditors Clarify "Going Concern" Opinion
---------------------------------------------------------
Auditors of China Logistics Group Ltd. clarified early this week
its "going concern" opinion on the company's year to March
financial results, AFX-Asia said Monday.
In a statement, the auditors said they were unable to form an
opinion on whether the financial statements give a "true and
fair view" of the company's affairs. They said they have not
been able to obtain information and explanations necessary for
the audit, nor were they able to determine whether proper books
of account were kept.
The company reported a year to March net loss of HK$1.39 billion
against a loss of HK$14.7 million the previous year, mainly due
to provisions and revaluation deficit, AFX-Asia said. Sales
fell to HK$207.3 million from HK$258.4 million the year before
due to the reduction of its trading activities and the company
failing to receive any income from its heat supply project.
AFX-Asia also said operating loss widened to HK$1.36 billion
from a loss of HK$9.19 million previously, while loss per share
was 95.47 cents against a loss of 1.01 cents previously.
GANG TIANJI: Hearing on Winding Up Petition Next Month
------------------------------------------------------
The High Court of Hong Kong will hear on December 18, 2002 at
9:30 in the morning the petition seeking the winding up of Gang
Tianji (Hong Kong) Enterprises and Development Company Limited.
Lo Mei Chi of flat 3317, Ching Yuk House, Tsz Ching Estate, Tsz
Wan Shan, Kowloon, Hong Kong filed the petition on October 11,
2002. Tam Lee Po Lin, Nina represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
INTERACT CONTRACTING: Winding up Petition to be Heard Dec. 18
-------------------------------------------------------------
A petition seeking the winding up of Interact Contracting
Company Limited is scheduled for hearing before the High Court
of Hong Kong on December 18, 2002 at 10:00 in the morning.
The Hongkong and Shanghai Banking Corporation Limited whose
registered office is located at No. 1 Queen's Road, Central,
Hong Kong filed the petition on October 26, 2002. Johnson
Stokes & Master represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Johnson Stokes
& Master, which holds office at the 18th Floor, Prince's
Building, 10 Chater Road, Central, Hong Kong.
KEEP CHAIN: High Court to Hear Winding Up Petition Next Year
------------------------------------------------------------
A petition seeking the winding up of Keep Chain Limited is
scheduled for hearing before the High Court of Hong Kong on
January 15, 2003 at 10:00 in the morning.
Bank of China (Hong Kong) Limited whose registered office is
located at No. 1 Garden Road, Central, Hong Kong filed the
petition on November 8, 2002. Ford, Kwan & Company represents
the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Ford, Kwan &
Company, which holds office at Rooms 1202-1206, Wheelock House,
20 Pedder Street, Central, Hong Kong.
LAI SUN: Confirms Debt Talks, But Denies Inking Any Pact
--------------------------------------------------------
Debt-laden property developer, Lai Sun Development Co Ltd
confirmed Tuesday that it is in talks with creditors over a
restructuring plan.
AFX-Asia yesterday said parties in touch with the company
include holders of its US$115 million exchangeable bonds and its
US$150 million convertible bonds along with other creditors,
although no definitive terms have been agreed to.
Citing a Lai Sun press statement, AFX-Asia said no binding
agreements have been made yet. It did not confirm an Oriental
Daily report Monday that a deal is likely to involve the issue
of new shares.
LUXWELL PROPERTIES: December Hearing on Wind Up Petition Set
------------------------------------------------------------
The High Court of Hong Kong will hear on December 18, 2002 at
9:30 in the morning the petition seeking the wind up of Luxwell
Properties Limited.
Bank of China (Hong Kong) Limited whose registered office is
located at 14th Floor, Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong filed the petition on October 10, 2002. Koo
and Partners represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Koo and
Partners, which holds office at the 21st-22nd Floors, Bank of
China Tower, 1 Garden Road, Central, Hong Kong.
PANDA-RECRUIT LTD.: Shares Fall Below Minimum Float, Suspended
--------------------------------------------------------------
Trading in Panda-Recruit Ltd (8073.HK) was suspended after the
company's public float fell below the required minimum following
the close of the mandatory unconditional cash offer made by City
Apex Ltd, AFX-Asia said, citing the Stock Exchange of Hong Kong
said. Panda-Recruit last traded at HK$0.016.
UNICORN RESTAURANT: Winding Up Petition to be Heard December 11
---------------------------------------------------------------
Unicort Restaurant (Tsimshatsui) Limited faces a winding up
petition, which the High Court of Hong Kong will hear on
December 11, 2002 at 9:30 in the morning.
Wong Kuen Kwok of Flat C6, 7/F., Block C, Wing Tak Building, 27
Wan Chai Road, Hong Kong filed the petition on October 7, 2002.
Tam Lee Po Lin, Nina represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office at the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
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I N D O N E S I A
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ASTRA INTERNATIONAL: Creditors Meeting Adjourns Without Decision
----------------------------------------------------------------
For lack of quorum, creditors adjourned yesterday a meeting that
was supposed to tackle the revised US$800 million debt-
restructuring plan of Astra International.
Astra Finance Director John Slack said a vote would have been
taken on the plan had majority of the company's rupiah-
denominated bondholders attended the meeting. The revised plan
requires approval of at least two-thirds of Astra's creditors,
Dow Jones said.
BANK NIAGA: CAHB Deposits IDR1.01 Trillion Payment
--------------------------------------------------
Malaysian financial firm Commerce Asset-Holding Bhd (CAHB)
deposited the full IDR1.01 trillion (about US$114 million)
payment to the Indonesian Bank Restructuring Agency (IBRA)
account to close the Bank Niaga divestment deal, allowing CAHB
to focus on developing the bank by capturing a share of
the consumer finance and commercial business, the Associated
Press reported, citing CAHB director Rozali bin Mohammed Ali said.
The payment, which was made through Citibank, followed the
signing of a sale and purchase agreement between IBRA and CAHB
for Niaga's 51 percent stake two weeks ago.
In addition to the payment, CAHB also submitted to IBRA nominees
for Niaga's commissioner and director positions, although the
lists were kept private.
All the names will be made public once Niaga's extraordinary
shareholders' meeting, scheduled for next Monday, is completed.
Previously, IBRA and Commerce had agreed to a four-three
composition of board directors in Niaga, with Commerce taking
four seats while IBRA would take three.
The deal has effectively reduced IBRA's ownership in the bank to
46 percent from 97 percent.
While Commerce is the second largest banking group in Malaysia
with a market capitalization of over $2.2 billion and total
group assets of almost $21 billion, Niaga is Indonesia's ninth
largest bank with assets of over $2.7 billion as of June 30 of
this year.
Bank Niaga marks the second sale to a foreign investor of a bank
taken over by IBRA, following the sale of a 51 percent stake in
Bank Central Asia (BCA) to an American investment firm last March.
Both deals followed lengthy public debates over the benefit of
selling nationalized banks after the government, through IBRA,
bailed out scores of banks with billions of dollar in state
bonds during the 1997 economic crisis.
The government earned some IDR5 trillion from selling BCA but
must still pay the bank around IDR7 trillion a year because of
the bonds. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234,
November 26, 2002)
BANK NIAGA: CAHB Wants Focus Redirected to Retail Banking
---------------------------------------------------------
New majority shareholder Commerce Asset Holding Bhd plans to
transform Bank Niaga into a retail and commercial lender, citing
"a lot of opportunities" in this sector, said AFX-Asia
yesterday.
Up until the Malaysian investor's acquisition of a 51% stake in
the bank, the financial group had been a corporate banker for
years. But Commerce Asset Executive Vice President Jamil Hajar
Abdul Mutalib believes that the retail and commercial banking
sector presents better opportunities for Niaga.
Mr. Jamil Hajar admitted, however, that a strategic shift would
not be implemented soon or until the Indonesian government,
which still maintains a minority stake, accedes to the plan.
"We will need to discuss further the details of the agreement on
our Bank Niaga investment with the government before preparing
the concrete (development) plan," Jamil Hajar told reporters
during the bank's EGM recently.
=========
J A P A N
=========
HAZAMA CORPORATION: Posts Y1.72B Net Loss in First Half
-------------------------------------------------------
Hazama Corporation posted a consolidated a net loss of 1.72
billion yen, due to a difficult business climate, Kyodo News
said on Monday.
The construction contractor's net loss in the April-September
period spells a moderate decrease from the 1.83 billion yen loss
a year earlier and translates into a loss of 3.56 yen per share,
down from a loss of 4.25 yen.
ISUZU MOTORS: Tripling H102 Net Loss to Y84B
--------------------------------------------
Ailing Isuzu Motors Limited posted a group net loss of 84.23
billion yen in the first half ending September 30, versus a net
loss of 23.56 billion yen in the same period a year earlier, due
to weak auto sales and hefty restructuring charges, Japan Times
reports.
Auto sales during the six-month period marked a year-on-year
plunge of 12.8 percent to 139,412 units. Domestic sales were
hardest hit by the Company's withdrawal from the car and
recreational vehicle markets.
Isuzu said a fresh capital injection by its largest shareholder,
General Motors Corp. of the U.S., and debt-for-equity swap deals
with creditor banks should result in a turnaround by the end of
this fiscal year.
For the full year through March 31, the firm projects a group
net loss of 170 billion yen on revenue of 1.27 trillion yen.
KUMAGAI GUMI: Narrows H102 Net Loss to Y3.09B
---------------------------------------------
Kumagai Gumi Co. incurred a net loss of 3.09 billion yen in the
first half of this year, versus a loss of 4.23 billion in the
same period of last year, Kyodo News said on Tuesday.
The construction contractor Company blamed the loss on a double-
digit fall in consolidated sales caused by the continued
contraction of public works spending, housing starts and
corporate capital investment.
MATSUSHITA ELECTRIC: Reorganizes Domestic System Sales Units
------------------------------------------------------------
The Board of Directors of Matsushita Electric Industrial Co.
resolved on Monday to integrate its 14 domestic systems sales
subsidiaries into two companies, which will be responsible for
domestic systems sales business and fixed-line communications
business, respectively.
This reorganization, scheduled to take effect on April 1, 2003,
is in line with MEI's group wide business and organizational
restructuring currently underway, aimed at integrating R&D,
manufacturing and sales by each business domain, such as the
system solutions business domain and the fixed-line
communications business domain in this case. As a result of this
integration, 12 domestic systems sales subsidiaries will be
dissolved, subject to approval by shareholders of the relevant
companies.
The details of the reorganization are as follows:
On April 1, 2003, the AVC business of 13 system sales
subsidiaries located throughout Japan will be transferred to
Tokyo Matsushita System Co., Ltd. (Tokyo Matsushita System),
also a subsidiary of MEI. Upon such transfer, Tokyo Matsushita
System will be reorganized under a new name "Panasonic SS
Marketing Co., Ltd." (tentative name), as a new sales Company of
Panasonic System Solutions Company(a), an internal divisional
Company of MEI.
Panasonic SS Marketing will be responsible mainly for sales of
AVC systems, and related services and engineering.
(a) Panasonic System Solutions Company will be established as a
new internal divisional Company (domain Company) of MEI on
January 1, 2003, as previously announced on October 30, 2002 in
the press release "Matsushita Announces Specifics of New Group
Units."
Also on April 1, 2003, the fixed-line communications business of
13 domestic systems sales subsidiaries will be transferred to
Kanto Matsushita System Co., Ltd. (Kanto Matsushita System), a
subsidiary of MEI. At the time of the transfer, MEI will sell
all shares of Kanto Matsushita System to Panasonic
Communications Co., Ltd.(a), also a subsidiary of MEI. At the
same time, Kanto Matsushita System will be reorganized under a
new name "Panasonic CS Co., Ltd." (tentative name), as a new
sales Company of Panasonic Communications Co., Ltd. Panasonic CS
will be responsible mainly for sales of fixed-line
communications equipment, and related services and engineering.
(a) Panasonic Communications Co., Ltd. will be established as a
new subsidiary (domain Company) of MEI on January 1, 2003, as
previously announced on October 30, 2002 in the press release
"Matsushita Announces Specifics of New Group Units."
Following the aforementioned business transfers,
closing/liquidation procedures for 12 of the current domestic
systems sales subsidiaries will be implemented, subject to
approval at each Company's general meeting of shareholders, to
be held in or after May 2003.
These business transfers and closings will have no material
adverse effect on MEI's consolidated, or parent-alone financial
position or performance.
MAZDA MOTOR: Posts Notice of Personnel Changes
----------------------------------------------
Mazda Motor Corporation recently announced personnel changes as
follows:
New Post Current Post Name
Managing Executive Officer N/A M. Greg Gollaher
In charge of Corporate Planning and Cost Planning; General
Manager, Corporate Planning Div. (Effective on January 1, 2003)
Gideon Wolthers, (currently Managing Executive Officer) to be
appointed Senior Managing Executive Officer and CFO effective on
December 1, 2002 will be responsible for Corporate Planning and
Cost Planning; General Manager, Corporate Planning Division
until December 31, 2002.
Mazda Motor Corporation today announced that M. Greg Gollaher
has been named Managing Executive Officer in charge of Corporate
Planning, and Cost Planning; General Manager, Corporate Planning
Division, replacing Gideon Wolthers effective on January 1,
2003. As separately announced on November 12, 2002, Wolthers was
appointed Senior Executive Officer and CFO effective December 1,
2002. Wolthers will be responsible for Corporate Planning and
Cost Planning until December 31, 2002.
Prior to being named Managing Executive Officer at Mazda,
Gollaher has been Director Product Planning, Distribution and
Marketing Analysis, Ford Europe. He has extensive business
experience and has worked in various geographic locations
including South America, Europe and the United States.
Born in 1950, Gollaher graduated from the University of Utah in
the US with a Masters degree in Business Administration in 1977.
According to Wright Investor's Service, at the end of 2002,
Mazda Motor had negative working capital, as current liabilities
were 920.05 billion yen while total current assets were only
725.14 billion yen.
MITSUBISHI TOKYO: Widens H102 Net Loss to Y188.1B
-------------------------------------------------
Mitsubishi Tokyo Financial Group Inc (MTFG) incurred a
consolidated net loss of 188.1 billion yen in the first half of
this year ending September, versus a loss of 96.83 billion yen a
year earlier, Kyodo News said on Tuesday.
The Company was hit by a plunge in stock prices that forced it
to book huge stock-related losses.
According to the Troubled Company Reporter-Asia Pacific,
Mitsubishi Tokyo Financial Group (MTFG) is likely to post a
group after-tax loss of over 100 billion yen ($830.3 million) in
2002, Reuters said on Saturday.
The loss will be incurred due to write-offs of the value of its
equities holdings following recent falls in Japanese share
prices.
MIZUHO FINANCIAL: Outline of Change & Speed-Up Program
------------------------------------------------------
On April 1, 2002, through the corporate split and merger
process, the Mizuho Financial Group (MHFG) adopted a new
business model and launched legally separate subsidiaries based
on customer segments and business lines.
While the Company is striving to further strengthen the earning
capabilities in accordance with the objectives of 'Program for
Financial Revival' issued by the Financial Services Agency on
October 30, 2002, the Company have formulated and will execute
the 'Change & Speed-Up Program' to accelerate the efforts to
achieve our goal of being an innovative financial services group
that will lead the new era through offering cutting-edge,
comprehensive financial services.
Framework of the 'Change & Speed-Up Program'
1. Change and accelerate the deployment of business strategies
2. Accelerate cost structure reforms
3. Strengthen corporate governance and reinforce a merit-based
remuneration system
By everyone in the Mizuho organization from senior executives to
each and every employee working hardest to execute the Program,
the Company aim to improve our competitive edge and enhance the
corporate value of the MHFG.
Please direct any inquiries to:
Mizuho Holdings, Inc.
Public Relations: 81-3-5224-2026
1. Change and accelerate the deployment of business strategies
Based on a clear vision of the future, Mizuho Corporate Bank,
Ltd. (MHCB), Mizuho Bank, Ltd, (MHBK), and other group companies
will further enhance their expertise to properly respond to
customer and business needs, and accelerate the business
strategies by making maximum use of the group's enormous
customer base and each Company's core strengths.
(1) Mizuho Corporate Bank
'The overwhelming market leader in market-oriented indirect
financing'
The Company will breakaway from the conventional business model
that is dependant on volume of assets, and carry out a
significant reallocation of management resources, as well as
wide-ranging organizational reforms by the end of December 2002,
so as to swiftly realize a market-oriented indirect financing
model with the syndication business at its core.
Target: Ratio of non-interest income to total gross profit = 50
percent
a) Expansion of the syndication business
Expand the arranger business to bridge between borrowers and
investors in the market.
-- Establishment of the Syndication Business Unit with a
staff of 200 (to be carried out in December)
-- Expansion of cross border transactions working together
with the group's overseas offices
Increase the efficient use of assets through securitization and
strengthening portfolio management.
Reform both the asset structure and the funding structure
resulting from squeezing the balance of bank debenture
issuances.
Increase in earnings from fee commissions.
b) Strengthening of the solution business
Significantly strengthen the products marketing and processing
business.
-- Reorganization and expansion of the Financial Products
Business Unit and the Financial Services Unit; an increase by
230 staff (to be carried out in December)
-- Expansion of fee businesses such as structured finance,
defined contribution pensions, trade finance and
clearing/settlement
Strengthen industry research capabilities.
-- Enhancement of strategic advisory functions to customers
through its corporate research capabilities
Pursue the corporate turnaround business.
-- Establishment of the Corporate Restructuring Business Unit,
six divisions staffed by 150 (carried out in October)
-- Providing services for corporate reorganization conducted
by specialists
c) Strategic restructuring of the international business
Strengthen businesses with the 10 thousand Japanese corporate
customers in overseas market.
Especially strengthen support to Japanese corporations expanding
their operations into China.
-- Establishment of the China Business Promotion Division
(carried out in July)
-- Setting up business alliance with China's four major
commercial banks in RMB business (carried out in October)
Review business with non-Japanese customers, and restructure
overseas network.
-- JPY 3 trillion risk assets reduction related to non-
Japanese customers (to be carried out during the current fiscal
year)
-- Further reduction in number of overseas offices
d) Aggressive reallocation of management resources to strategic
business areas (to be carried out in December)
Eliminate planning divisions of all groups and business units.
Drastically reduce the corporate and administrative staff and
reallocate human resources in strategic business areas.
-- Syndication and solution business areas: +580 employees
(redoubling from current status)
-- Planning and administration areas, etc.: -1,100 employees
(2) Mizuho Bank
'Aiming to be the customer's bank of choice and best business
partner by achieving the highest level of customer satisfaction
through providing high value-added comprehensive financial
services.'
While MHBK enjoys its predominant position supported by both its
nation-wide network and enormous customer base, it will carry
out drastic cost reductions ahead of schedule in order to
establish its competitive edge in terms of cost, speed and
service quality, and accelerate strategic deployment according
to customer segmentation.
Target: Expense ratio= 40 percent range
a) Cost reduction ahead of schedule
Realize cost competitiveness by branch consolidation and staff
reduction well ahead of schedule.
-- Consolidation of 120 branches during the next year and a
half (network of 440 branches by the end of March 2004)
-- Reduction in employees (4,000) one year ahead of schedule
b) Strategic deployment according to customer segmentation
Individual customers
Expand 'Prime' customers, who utilize MHBK as their primary
financial institution, through marketing based on customer
segmentation.
-- Expansion of 'Mizuho Value Program,' a membership-style
banking service, from the present 6.8 million members to 10
million by the end of March 2005
-- Growth in the volume of home mortgage loans with more
variety in the product line and the quicker approval process
Small and medium-sized corporations
Provide stable services to meet the customers' funding needs and
offer high value-added services.
-- Staff of 500 exclusive for exploration of new customers
-- Increase of specialists by 100 in the area of solution
businesses
-- Support for the customers' business restructuring by the
Corporate Consulting Department
Establish low cost and high quality operations for small
business loans with quick responses to customers' funding needs.
-- Expansion of direct marketing by the Business Finance
Center (100 expert staff placed)
-- Product enhancement of the 'Business Partner' (unsecured
loan product utilizing automatic credit scoring model)
Secure appropriate loan spreads, which reflect credit risks.
Secure appropriate level of fees and commissions, which reflect
operating costs.
MIZUHO GROUP: Reveals Strategy for Trust Banking Businesses
-----------------------------------------------------------
Mizuho Securities Co., Ltd. (MHSC), Mizuho Trust and Banking
Co., Ltd. (MHTB) and other securities and trust banking arms of
MHFG will further strengthen their capabilities in their
respective strategic business areas, and actively pursue the
synergies with other group companies.
a) Group's securities business strategy
Strengthen the equity-related business and secure profitability.
-- Joint marketing for underwriting business among group
securities companies (in addition to Mizuho Investors Securities
Co., Ltd. (MHIS), MHSC will establish a joint marketing
relationship with Shinko Securities Co., Ltd.)
-- Increasing human resources in MHSC's equity business (40
professionals such as analysts)
Strengthen cooperation in the area of business with individual
customers.
-- Aggressive promotion of setting up one-stop shopping
branches by MHBK and MHIS where their operations are placed
under one roof (increase the number of one-stop shopping
branches from the current 12 locations to 100)
b) Group's trust banking business strategy
Increase in number of branches licensed under franchise system
in trust services (MHTB + MHBK, MHCB).
-- Increase in the number of such branches from the current
291 by 100
Fortify group business promotion activities in the testamentary
trust and real estate businesses.
-- Promotion of setting up one-stop shopping branches by MHBK
and Mizuho Asset Trust & Banking Co., Ltd. (MHAT) (50 percent of
MHAT's branches are now in such a format)
2. Accelerate cost structure reforms
While aggressively pursuing the consolidation effects, MHFG will
accelerate its efforts to cut operating costs by carrying out
such drastic restructuring plans as reviewing the salaries of
all executives and employees.
Fiscal 2005 expense target: JPY 730 billion
(JPY 170 billion (20 percent) reduction as compared with the
budget for fiscal 2002)
a) Additional decrease in the number of board members and
executive officers, and 30 percent cut in yearly compensation.
b) Number of employees: reduction of 6,300 employees
24,000 employees as of March 2005 (11,000 (30 percent) reduction
as compared with March 1999)
c) Salaries: general managers -20 percent, average -10 percent
cut in annual compensation
Decrease the base salary and bonus of employees, subject to
negotiations with the employees' union.
Reinforce compensation systems based on the employee's
performance.
-- Wider deviation in performance evaluations in bonus,
promotions, and so on
-- Acceleration of conversion to 'professional staff' job
classification (annual salary system linked to performance and
expertise)
d) Number of domestic branches: reduction of 120
Number of overseas offices: reduction of 13
Domestic - 460 branches as of March 2004
(185 (30 percent) reduction compared with March 1999)
Overseas - 43 offices as of March 2004
(70 (60 percent) reduction compared with March 1999)
3. Strengthen corporate governance and reinforce a merit-based
remuneration system
The Company aims to aggressively strengthen corporate
governance, focus on more speedy managerial decision making and
reinforce a merit-based remuneration system. Our employees with
unique talent and multi-faceted expertise endeavor to create a
professional group with a challenging spirit to achieve their
objectives of providing the best solution to customers,
resulting in encouraging its cohesiveness and creating an
energetic organization.
a) Strengthen corporate governance
Achieve a management structure that is slim and speedy.
-- One CEO structure
-- Reduction in number of board members and executive officers
by 20 percent (30 percent reduction as compared with March 2002)
Secure transparency in management and clear accountability.
-- Increase in the number of outside directors
-- Establishment of an advisory board (in July)
b) Development and advancement of young employees
Place younger employees as branch general managers (GMs).
-- Introduction of the job application system for branch GM
positions from employees (implementation in January 2003)
-- Employees in their 30s will be subject, to be placed in 50
branches (10 percent of all domestic branches)
Dynamic rejuvenation in the organization.
-- Introduction of a 'New Career Path Development Program'
(early retirement plan) (January to March 2003: 500 employees)
c) The right person in the right job
Expand the Job application system.
Assure placement of the right person in the right job through
large-scale personnel transfers.
d) Realization of fair performance evaluations
Expand the 360-degree evaluation for all managers (5,000
employees) (during this fiscal year).
Enforce 'Mizuho evaluation standard,' a uniform personnel
evaluation system throughout the group companies.
e) Enhancing common consciousness as a member of the Mizuho
Financial Group
Establish the 'Mizuho Group Award' (during second half of fiscal
2002)
RESONA HOLDINGS: Unit Discloses Rationalization Measures
--------------------------------------------------------
Kinki Osaka Bank, Ltd. (Kinki Osaka Bank, President: Yasuhiro
Takatani), a fully owned subsidiary of Resona Holdings, Inc.,
formulated a new plan to further strengthen its earnings as it
posted a net loss of 28.5 billion yen for the first half of
fiscal 2002 as a result of write-offs and additions to reserves
based on the self-assessment of asset quality implemented under
very stringent criteria.
The plan outline is summarized as:
Rationalization Measures Kinki Osaka Bank plans to reduce its
general and administrative expenses for fiscal 2003 to 61.0
billion yen, a reduction of 7.6 billion yen compared with the
actual result of fiscal 2001.
1. Abolition or integration of branch offices
[Number of head and branch offices]
Number of head Comparison with the peak figure
and branch offices (229 offices at the end of March 2001)
End of September, 2002
[Actual] 168 Reduction of 61 offices
(Rate of reduction: 26 percent)
End of March, 2004
[Plan] 135 Reduction of 94 offices
(Rate of reduction: 41 percent)
2. Reduction of employees
[Number of head and branch offices]
Number of Comparison with the peak figure
employees (4,464 in February 2001)
End of September, 2002
[Actual] 3,906 Reduction of 558 employees
(Rate of reduction: 13
percent)
End of March, 2004
[Plan] 3,100 Reduction of 1,364 employees
(Rate of reduction: 31
percent)
Strengthening of Sales Activities
Kinki Osaka Bank will raise its gross operating profit to 91.0
billion yen in fiscal 2003, an increase of 4.0 billion yen
compared with the actual result of fiscal 2001. Principal
measures are as follows:
1. Increase loans to small & medium-sized enterprises
Reinforcement of promotion channel such as SME Support Center,
etc.
Introduction of new products that closely reflect customers'
needs Consideration given to introduction of the scoring system
adopted by Asahi Bank
2. Strengthening sales of housing loans
Building strong relationship with contractors
Cooperation with credit guarantee companies for swift
application screening Increase housing loan balance to 1.06
trillion yen by the end of March 2004 (an increase of 140
billion yen compared with the balance at the end of March 2002)
3. Strengthening sales of investment trusts and trust agency
business Assignment of fund management advisers in all branch
offices
Increase the balance of investment trust to 180 billion yen by
the end of March 2004. (an increase of 150 billion yen)
Strengthening trust agency business to increase agency fee
income
4. Shifting resources to sales front
Streamlining head office and dispatching approximately 100
staffs to branch offices Net Operating Profit Core net operating
profit, which is considered an appropriate indicator to measure
the basic profitability, has been steadily improving thus far.
However, Kinki Osaka Bank will step up its efforts to strengthen
its earnings further by implementing the measures outlined
above. As is shown in the table below, Kinki Osaka Bank aims at
achieving 30.0 billion yen of net operating profit for fiscal
2002.
*1. Management Revitalization Plan formulated and announced by
Kinki Osaka Bank in March 2001.
*2. The plans for fiscal 2005 and after will be formulated
hereafter in line with the planned reorganization of banking
subsidiaries in Osaka region.
For more information, visit
http://bankrupt.com/misc/tcrap_resona1126.pdf
RESONA HOLDINGS: Unveils Transfer of Minority Shares of RTB
-----------------------------------------------------------
Resona Holdings, Inc. (Resona HD) and subsidiary Resona Trust &
Banking Company, Limited. (RTB) have passed corporate
resolutions to transfer the minority shares of RTB to other
parties. Details are announced as follows:
Reason for the Transfer Resona Group formed a capital tie-up
with Credit Agricole Group in March 2002 and twelve other
leading financial institutions in Japan also contributed capital
to RTB. The capital tie-up was intended to strengthen the Resona
Group's trust business further and expand the potential customer
base for RTB.
In addition, ten other financial institutions, which are acting
as agents for RTB, have decided to contribute capital and take
part in RTB. Similarly, two life insurance companies, which have
maintained good relationships with RTB in the field of corporate
pension business, will also participate in RTB. RTB will be able
to substantially strengthen its sales activities by expanding
its capital tie-up partners.
The transfer of shares to these new partners will enable RTB to
strengthen the coverage of its sales network further. Resona
Group will continue to work on strengthening its trust business
and aims at creating a superregional bank.
Number of Shares to be Transferred and Shares Held by Resona HD
Before and After the Transfer
(1) Number of Shares Held Before the Transfer 416,250 shares
(83.250 percent)
(2) Number of Shares to be Transferred 19,375 shares
(3) Number of Shares Held After the Transfer 396,875 shares
(79.375 percent)
Parties to Which the Shares Will be Transferred and Their
Shareholding Ratios
Assignees / Number of shares to be assigned / Shareholding Ratio
Asahi Mutual Life Insurance Company 6,250 shares 1.250 percent
T&D Financial Life Insurance Company 6,250 shares 1.250 percent
The Akita Bank, Ltd. 1,250 shares 0.250 percent
The Iyo Bank, Ltd. 1,250 shares 0.250 percent
The Towa Bank, Ltd. 1,250 shares 0.250 percent
The Daisan Bank, Ltd. 1,000 shares 0.200 percent
The Awa Bank, Ltd. 750 shares 0.150 percent
The Oita Bank, Ltd. 750 shares 0.150 percent
The Kagawa Bank, Ltd. 250 shares 0.050 percent
The Kanazawa Shinkin Bank 125 shares 0.025 percent
The Tohoku Bank, Ltd. 125 shares 0.025 percent
The Toyama Bank, Ltd. 125 shares 0.025 percent
Schedule
Transfer of Certificates of Share By the end of current fiscal
year
(Reference)
List of Shareholders After the Transfer
Assignees / Number of shares to be assigned / Shareholding Ratio
Resona Holdings, Inc. 396,875 shares 79.375 %
SEGESPAR 25,000 shares 5.000 %
The Nishi-Nippon Bank, Ltd. 10,000 shares 2.000 %
Nichido Fire & Marine Insurance Co., Ltd. 7,500 shares 1.500 %
The Fuji Fire & Marine Insurance Co., Ltd. 7,500 shares 1.500 %
Asahi Mutual Life Insurance Company 6,250 shares 1.250 %
The Taiyo Mutual Life Insurance Company 6,250 shares 1.250 %
Daido Life Insurance Company 6,250 shares 1.250 %
T&D Financial Life Insurance Company 6,250 shares 1.250 %
Okasan Securities Co., Ltd. 5,000 shares 1.000 %
The Musashino Bank, Ltd. 5,000 shares 1.000 %
Aioi Insurance Company, Ltd. 2,500 shares 0.500 %
The Asahi Fire & Marine Insurance Co., Ltd. 2,500 shares 0.500
%
The Nisshin Fire & Marine Insurance Co., Ltd. 2,500 shares
0.500 %
NIPPONKOA Insurance Company, Limited. 2,500 shares 0.500 %
The Osaka Kosei Shinkin Bank 1,250 shares 0.250 %
The Akita Bank, Ltd. 1,250 shares 0.250 %
The Iyo Bank, Ltd. 1,250 shares 0.250 %
The Towa Bank, Ltd. 1,250 shares 0.250 %
The Daisan Bank, Ltd. 1,000 shares 0.200 %
The Awa Bank, Ltd. 750 shares 0.150 %
The Oita Bank, Ltd. 750 shares 0.150 %
The Kagawa Bank, Ltd. 250 shares 0.050 %
The Kanazawa Shinkin Bank 125 shares 0.025 %
The Tohoku Bank, Ltd. 125 shares 0.025 %
The Toyama Bank, Ltd. 125 shares 0.025 %
SEGESPAR (French corporation) is a holding Company, which owns
Credit Agricole Asset Management and other subsidiaries.
According to The Troubled Company Reporter-Asia Pacific, Daiwa
Bank Holdings, Inc. changed its name to Resona Holdings,
Inc. on October 1, 2002.
Daiwa Bank Holdings Inc's combined securities appraisal loss at
its five banks ballooned to 113.6 billion yen as of the end of
June, up from 70.7 billion yen three months earlier, due to a
depressed stock market, TCRAP reports.
The amount of non-performing loans at the five banks namely
Daiwa Bank, Asahi Bank, Kinki Osaka Bank, Nara Bank and Daiwa
Trust & Banking Co declined by 37.4 billion yen to 3,318.6
billion yen in the same period.
RESONA HOLDINGS: Selling Part of Unit Shareholding
--------------------------------------------------
Resona Holdings Inc. will sell part of its shareholdings in
Resona Trust and Banking Co to Iyo Bank and nine other regional
banks, the Nihon Keizai Shimbun reported.
In addition to the regional banks, more than one life insurance
Company will buy into the trust bank, reducing Resona Holding's
stake to 80 percent, the report said.
Resona Trust will also enter trust business agent contracts with
these banks, aiming to strengthen its marketing activities in
local cities, it said.
The Resona group will announce the business/equity alliances
between the trust unit and the regional banks today, it said.
Resona Trust was set up in late 2001 through a spin-off of the
trust division of Daiwa Bank, which comprises the Resona group
along with Asahi Bank, Kinki-Osaka Bank and others under the
holding Company.
Currently, Resona Holdings owns about 85 percent of Resona
Trust. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234,
November 26, 2002)
* Moody's Affirm Ratings of Japanese Steel Firms
------------------------------------------------
Moody's Investors Service has affirmed the ratings of three
Japanese steel companies namely Nippon Steel Corp. (Baa2; stable
outlook), Sumitomo Metal Industries, Ltd. (Ba1; negative
outlook) and Kobe Steel, Ltd. (Ba2; negative outlook).
The ratings action was in response to the three's recent
announcement of a broadening in the scope of their cooperation.
Previously, cooperation had involved an agreement between Nippon
Steel and Sumitomo Metal Industries and a separate one between
Nippon Steel and Kobe Steel. The new framework allows for
cooperation between Sumitomo Metal Industries and Kobe Steel.
Cooperation between the three will include areas such as the
supply of semi-finished products, logistics and material
purchases, and nominal cross-shareholdings. Other related
businesses within each group will also look to cooperate with
similar businesses outside of the three groups.
The new framework will provide more opportunities for each
Company to stabilize production and manage their cost structures
over the intermediate term. It incorporates the assumption of a
cut in Sumitomo Metal Industries' rolling capacity in March
2005.
However, Moody's believes that the benefits of cooperation are
unlikely to be substantial and may require time to realize, as
the cooperation is partial and excludes marketing and technology
development.
The competitive environment within the global steel industry is
changing. Consequently, Moody's believes that any delays in
initiating measures to improve cost structures - either
cooperatively or individually - could carry negative credit
implications for each of the steel companies.
Moody's will monitor the impact of the cooperation, and assess
whether it will translate into more material benefits, such as
additional reductions in production capacity.
According to its new medium-term management plan, Sumitomo Metal
Industries plans to issue about JPY 50 billion in new equity.
Placement of the shares is expected to be partly among
institutions belonging to the Sumitomo Group.
In our rating of Sumitomo Metal Industries, Moody's has
considered that the Company would have reasonable flexibility
in managing any stress to its credit profile. The expected
placement to the Sumitomo Group companies is regarded as a use
of one of such flexibility.
Nippon Steel Corporation (headquartered in Tokyo), Sumitomo
Metal Industries (headquartered in Osaka) and Kobe Steel, Ltd.
(headquartered in Kobe) are major integrated steel makers in
Japan. They have an aggregate annual crude steel production of
about 43 million tons.
*Reduction in Guaranteed Yields by Insurers Viewed as Default
-------------------------------------------------------------
Standard & Poor's Ratings Services said Monday that any
reduction by an insurer of its guaranteed yield payments to
policyholders would be viewed as a default on its contractual
obligations.
As such, Standard & Poor's would immediately place the financial
strength and counterparty ratings of any life insurer that
announces it is contemplating a reduction of its guaranteed
yield on Credit Watch with negative implications. If the
insurer's plans were confirmed, Standard & Poor's would
downgrade the Company 's financial strength and counterparty
ratings to 'CCC' or below.
Eventually, the life insurer's counterparty rating would be
changed to 'SD' (selective default) on the date the new lower
yield became effective, reflecting the default on the guaranteed
yield policies, or possibly to 'D' (default) if other classes of
creditors were also affected by the restructuring and the life
insurer effectively defaulted on, or restructured, other types
of financial obligations.
If the life insurer was also placed under regulatory
supervision, Standard & Poor's would lower the financial
strength rating to 'R' while maintaining the counterparty rating
at 'SD' or 'D'. New financial strength and counterparty ratings
that reflect the life insurer's presumably improved ability to
meet its restructured and reduced obligations would be assigned
some weeks later.
According to media reports, Japan's Financial Services Agency is
studying a proposal to allow Japanese life insurance companies
to reduce guaranteed yields promised to policyholders as a
measure to assist the troubled insurance sector.
"Because of the low interest rate environment prevailing in
Japan, most domestic life insurance companies are now paying
higher yields to their policyholders than they can safely earn
in the financial markets, and thus are incurring negative
spreads," Runa Ichihari director at Standard & Poor's said.
"These negative spreads, together with poor quality investments
and a depressed stock market, have so far pushed seven life
insurance companies into insolvency."
With little prospects for change in the interest rate
environment for the foreseeable future, and legitimate concerns
over the financial health of some industry participants, the
reduction of guaranteed interest rates of existing policies has
been considered as the ultimate option for life insurers with
deteriorated financial profiles to stave off insolvency.
Life insurers contemplating policy restructuring would be likely
to first seek to gain the understanding of the public by
disclosing their full accounts, including earnings projections,
and thus demonstrating that there are no other reasonable
alternatives to avoiding insolvency.
Furthermore, any reduction in guaranteed yields would have to be
part of a comprehensive restructuring package, which could
entail other creditors sharing the burden of rescuing the life
insurer.
While all industry participants are essentially suffering from a
negative spread, it should be noted that most are still posting
positive core profits, offsetting investment losses with other
profits (namely mortality profits and expense profits). As a
result, Standard & Poor's expects only a few life insurers would
take the drastic step of reducing their guaranteed yield
payments.
=========
K O R E A
=========
CHOHUNG BANK: Bank Sale to Continue After Elections
---------------------------------------------------
The sale of Chohung Bank will move forward regardless of the
December Presidential election results, Asia Times reports,
citing Deputy Prime Minister for Finance Jeon Yun-churl.
Jeon conceded union interference was delaying the review of the
bank's overall condition, but stressed efforts to shed
government holdings in the bank will be pushed forward.
DAEWOO MOTOR: Daewoo India Up For Sale
--------------------------------------
Daewoo Motors India, a unit of Daewoo Motor Co., is up for sale
after failing pay Rs 10 billion (US$207.6 million) debt to three
financial institutions, coinciding with the passage of
Securitization Bill in the lower house of Parliament for
tackling the problem of non-performing assets, according to Asia
Times on Tuesday. The three financial institutions'names
were not disclosed in the report.
A Debt Recovery Tribunal in Mumbai invited bids from prospective
buyers for the ailing carmaker that entered India as an arm of
South Korean auto giant Daewoo in the mid 1990's.
HANBO IRON: Likely to be Sold For $377M
---------------------------------------
Bankrupt Hanbo Iron and Steel Co. is likely to be sold to a
consortium led by AK Capital for about $377 million next month,
lower than the $410 million initially agreed upon between the
consortium and creditors in March of this year, the Korea Herald
said on Tuesday.
Korea Asset Management Corp. (KAMCO) said that it is ironing out
the details to be put into a final contract to be signed with
the consortium, which was chosen as the primary bidder in the
acquisition of the ill-fated steel maker.
AK Capital was selected as the successful bidder at an
international bidding for Hanbo Iron in 2001, but the sale had
been delayed due to differences regarding sales conditions with
KAMCO.
In March, the consortium concluded a memorandum of understanding
(MOU) with Hanbo to acquire the struggling steel maker for $410
million, providing that it could hold negotiations with
creditors on a final acquisition price. This price was to be set
within a range of plus or minus 9.3 percent of the initial $410
million offer.
HYNIX SEMICON: Creditors to Freeze Debt Obligation Until 2006
-------------------------------------------------------------
Creditors of Hynix Semiconductor will freeze debt obligations of
the Company until 2006 in an effort to normalize the chipmaker's
management, the Maeil Business Newspaper said on Tuesday.
Creditors will likely swap non-collateral bonds of 1.9 trillion
won into equity and let the Company reschedule loans of 2.4
trillion won until 2006.
Hynix is in talks with a U.S. consortium to sell off its non-
memory system IC business.
Korea Exchange Bank, the Company's major creditor, will open a
meeting of creditors on November 26 to settle the fate of Hynix
finally.
The non-memory business of Hynix accounts for 17 percent of its
overall revenues, recording 700 billion won of sales in 2001.
HYNIX SEMICON: US Consortium Vies For Non-Memory Chip Business
--------------------------------------------------------------
Hynix Semiconductor Inc may soon sign a Memorandum of
Understanding (MoU) to sell its non-memory chip operations to a
consortium led by an unnamed US investment bank, the evening
newspaper the Naeway Economic Daily reported.
The newspaper reported Hynix may sell all its non-memory chip
lines, which recorded KRW700 billion in sales in 2001, for
between KRW2-3 trillion.
"(Hynix) has been in talks to sell its non-memory operations to
a consortium led by a US investment bank. It's possible that
they will sign a memorandum of understanding sooner or later,"
the report quoted an unnamed official. (M&A REPORTER-ASIA
PACIFIC, Vol. No.1, Issue No. 234, November 26, 2002)
HYNIX SEMICON: Reports on Sale Deal Receive No Confirmation
-----------------------------------------------------------
A Korea Exchange Bank (KEB) spokesman said Hynix Semiconductor
Inc and its main creditor KEB have declined to confirm reports
that the chip maker has been in talks to sell its non-memory
operations to a consortium led by a US investment bank in the
near future, a report from the Naeway Economic Daily reported.
Earlier, an unidentified bank official is reported as saying
that Hynix may soon sign a memorandum of understanding to sell
its non-memory chip operations to a consortium led by an unnamed
US investment bank for KRW2-3 trillion.
Separately, Hynix Semiconductor also declined to confirm the report.
"The Company are unaware of the reported deal, though the
Company have been trying to sell the non-memory operations under
restructuring plans," a Hynix spokesman said. "The Company are
not in a position where the Company can confirm such reports."
(M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November
26, 2002)
HYNIX SEMICON: Lenders Discuss Bailout Covering $4 Billion Debt
---------------------------------------------------------------
Creditors of Hynix Semiconductor will swap into equity 4.9
trillion won ($4 billion) of debt in the chipmaker's third
bailout in two years, Bloomberg reports.
Lenders, who own 67 percent of the chipmaker after a debt-for-
equity swap in June, may exchange a further 1.9 trillion won of
debt into shares, according to the Korea Exchange Bank.
The creditors may also agree to extend the maturity of 3
trillion won of debt to 2006 from 2003 to 2004.
Creditors had a meeting on Tuesday to discuss recommendations by
adviser Deutsche Bank AG on what to do with the Company.
The lenders also may sell Hynix's other non-memory businesses,
the bank said.
HYNIX SEMICON: Creditors to Mull Deutsche Recommendations
---------------------------------------------------------
Creditors of Hynix Semiconductor Inc. will discuss proposals and
recommendations made by financial adviser Deutsche Bank, on how
to deal with the ailing chipmaker, reports the Korea Herald.
Creditors will be asked to delay interest payments on half of
the chipmaker's unsecured debt and push back the maturity of its
bonds by up to three years.
The financial adviser may propose a debt-for-equity swap worth
1.85 trillion won ($1.5 billion).
The report said some of Hynix' creditors reportedly oppose
another massive debt restructuring amid mounting pressures from
U.S. chipmaker Micron Technology Inc., and from German chipmaker
Infineon Technologies AG, to stop offering credit to the ailing
chipmaker.
Hynix's lenders acquired the chipmaker in June in a 3 trillion
won debt-for-equity swap. Since then, they have been trying to
decide whether to sell or try to salvage the Company, but little
progress has been made.
HYUNDAI MERCHANT: Union Ends Labor Disputes
-------------------------------------------
The management and labor union of scandal-ridden Hyundai
Merchant Marine (HMM) has agreed to end labor disputes and
strikes at the Company, the Korea Herald said on Tuesday.
HMM President Noh Jung-ik and HMM labor union leader Lee Joong-
hwan met at the Company 's office in Busan and signed on the
five-article joint declaration on cooperation between management
and labor.
HMM's restructuring efforts nearly ended fruitlessly when an
allegation arose from the opposition party some months ago
claiming the government channeled $400 million to North Korea by
way of loans issued by the Korea Development Bank (KDB) to HMM
shortly before the first inter-Korean summit in June 2000.
Despite the apprehension, Korean Development Bank (KDB) and 11
other domestic financial agencies and Citibank arranged a $950
million in loan for Wilhelmsen ASA of Norway and Wallenius Lines
AB of Sweden, to finance their acquisition this month.
The sale, which is to be finalized in December, will provide
some 1.5 trillion won to HMM, enabling it to resolve liquidity
problems completely, while lowering its debt-to-equity ratio to
below 300 percent, thus putting the Company on the road to
recovery.
KUMHO GROUP: Sale of Tire Arm Hits Snag
---------------------------------------
The Kumho Group's attempt to sell its tire arm to a consortium
of Carlyle Group and J.P. Morgan has hit a snag due to
differences about the takeover price, reports the Korea Herald.
Both firms signed a Memorandum of Understanding (MOU) for the
sale of Kumho Tire in February.
"The group still doesn't want to negotiate with its counterpart
although the U.S.-based consortium revealed an intention to give
more money last month," said the creditors.
Earlier, Kumho wanted to maintain managerial rights at the tire
maker after handing over 80 percent of its stake for around $1.5
billion.
===============
M A L A Y S I A
===============
CHG INDUSTRIES: Foreign Investment Body OKs Restructuring Plan
--------------------------------------------------------------
On behalf of the Board of Directors of CHG Industries Bhd,
Commerce International Merchant Bankers Berhad is pleased to
announce that the Foreign Investment Committee (FIC) has, vide
its letter dated November 18, 2002, approved the group's
restructuring plan, whose components include:
(1) a Capital Reduction,
(2) a Rights Issue,
(3) a Debt Restructuring, and
(4) a Capital Increase
The FIC's approval is subject to the condition that the equity
structure of CHG will be reviewed after three (3) years from the
date of the FIC's approval letter.
The Proposals are further subject to the approvals from, among
others, the Securities Commission, the Kuala Lumpur Stock
Exchange, the High Court of Malaya, the lender banks involved in
the Proposed Debts Restructuring and the shareholders of CHG and
any other parties and/or authorities, if applicable. The details
of the approvals required for the Proposals are set out in the
announcement dated August 27, 2002.
COMPANY PROFILE
The Group's core business is manufacturing plywood and other
veneer products for both the domestic and export market. The
Group is also involved in manufacturing and distribution of
plywood and other veneer products, logs extraction, manufacture
of office furniture and office seating products and trading in
building materials. With a monthly production capacity of 20,000
m3, the Company operates its timber-related facilities from
Selangor, Johor and Kelantan. In the year 2000 the Group
accounted for 37% of Peninsular Malaysia's plywood and veneer
product exports, and was ranked the largest manufacturer and
exporter of plywood in Peninsular Malaysia by Maskayu.
The Group's investments in appropriate technologies and
productive assets have established manufacturing capabilities
that are highly flexible and suited to efficient batch
production. This has enabled the Group to choose materials with
flexibility to adapt to the prevailing market condition.
The company first announced its proposed restructuring scheme in
April 2001.
CONTACT INFORMATION: 20th Floor, East Wing, IGB Plaza
Jalan Kampar, Off Jalan Tun Razak
50400 Kuala Lumpur
Tel: 03-9075 8811
Fax: 03-907 66215
GEAHIN ENGINEERING: Creditors Meeting Soon to Take Up Debt Plan
---------------------------------------------------------------
Geahin Engineering Bhd wishes to announce that the notice is
hereby given that by an Order on October 23, 2002, the court has
directed a meeting of the scheme creditors of GEAHIN to be
convened pursuant to the provisions of Section 176 of the
Companies Act, 1965 for the purpose of considering and if
thought fit to approve [with or without modification(s)] a
proposed restructuring scheme at Dewan Pulau Pinang, Level 4
Menara PGRM, 8 Jalan Pudu Ulu, 56100 Kuala Lumpur, Malaysia, on
Friday, December 20, 2002 at 9:30 a.m.
A copy of the Explanatory Statement required to be furnished
pursuant to Section 177 of the Act, will be sent by way of
ordinary post to each individual creditor entitled to receive
such notice.
CONTACT INFORMATION: 8999 Kawasan Perindustrian
Batu Berendam
(Fasa IV) Batu Berendam
75350 Melaka
Tel: 06-2819998
Fax: 06-2813988
KEMAYAN CORPORATION: Says Debt Plan Not Dependent on RCSLS Issue
----------------------------------------------------------------
Further to the announcements dated October 23, 2002, November 1,
2002 and November 15, 2002, Public Merchant Bank Berhad, on
behalf of Kemayan Corporation Bhd, wishes to clarify that the
completion of the Proposed Debt Settlement is not conditional
upon the completion of the issuance of RM60,155,000 nominal
value of redeemable convertible secured loan stocks (RCSLS) to a
consortium of financial lenders whose debts relates to a
guarantee facility agreement for the portion of their
outstanding debt which is secured against development lands in
Seremban and Johor, being one of the proposed settlement to the
scheme creditors of KCB and its subsidiary companies that are
included in the Proposed Restructuring Scheme.
Furthermore, PMBB also wishes to announce that Jalur Karisma Sdn
Bhd (JKSB), a company in which Dato' Ahmad Zahid Hamidi and Wong
Ha, a vendor of Satujaya Sdn Bhd, holds 70% and 30% equity
interest respectively, has on November 25, 2002, entered into an
agreement for put and call options arrangement with Sheikh Abdul
Rahman Nasser Jassim Al Thani and Syed Sarfaraz Haider Rizvi to
acquire a total of 57,000,000 new ordinary shares of RM1.00 each
in Rangkap Budi Sdn Bhd (RBSB Shares) issued to them pursuant to
the proposed subscription by RBSB of 100,000 new ordinary shares
of RM1.00 each in Major Entrepreneur Sdn Bhd.
Pursuant thereto, JKSB will emerge as the largest shareholder of
RBSB, after the exercise of the put and call options
arrangements of RBSB Shares with the Scheme Creditors pursuant
to the put and call option arrangement to be entered as
announced earlier and Sheikh Abdul Rahman Nasser Jassim Al Thani
and Syed Sarfaraz Haider Rizvi pursuant to the abovementioned
put and call option arrangement.
The effects of the Proposed Restructuring Scheme on the
substantial shareholdings structure of RBSB are set out in Table
1, a copy of which can be viewed through this link
http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741
2b482568a300466fb6/482568bb00440ef448256c7c00348834/$FILE/KCB_Ta
ble_25.11.02.doc
CONTACT INFORMATION: 167, Jln Glasiar
Taman Tasek
80200 Johor Bahru
Johor
Tel: 07-2362390
Fax: 07-2365307
TAT SANG: Posts Details on Defaulted Banking Facilities
-------------------------------------------------------
The Board of Directors of Tat Sang Holdings Bhd wishes to inform
that there are no new significant development in relation to the
various defaults in payment that were announced on October 25,
2002. We hereby provide an update on the datails of banking
facilities which are currently in default.
The hearing dates of the following legal suits are fixed as
follows:
(1) Standard Chartered Bank (M) Berhad -VS - Mercuries & Muar
Wooden Furniture Mfg Sdn. Bhd. (MMWF) at Kuala Lumpur High
Court
Suit No.: D5-23-1051-2001
Decision: The above suit case which came up for Decision of
the Plaintiff's Application for Summary Judgement
on August 1, 2002. The Senior Assistant Registrar
allowed the Plaintiff's application and recorded
Summary Judgment against all the defendants. Our
Solicitors have filed an Appeal to the Judge in
Chambers.
(2) Malayan Banking Berhad (MBB) - VS - MMWF at Muar High Court
Suit No.: 23-108-2001
Decision: Base on the outcome of the hearing on 10 October
2002, our solicitors have managed to set aside the
aforesaid Summary Judgment against all the
Defendants. As the dispute is on the amount
claimed by MBB. Interlocutory Judgment was
instead entered by consent with amount to be
assessed before the Senior Assistant Registrar
based on the rate as specified in the letter of
offer dated August 19, 2000. MBB will not be able
to enforce or execute the aforesaid Interlocutory
Judgment until the amount to be calculated is
agreed upon by the parties.
(3) Bumiputra-Commerce Bank Berhad -VS- MMWF at Muar High Court
Suit No.: 23-76-2001
Hearing date: An application to amend the Writ of Summons
and Statement of Claims dated 16 May 2002 and
application for Summary Judgement which was fixed
for hearing of the Order 14 Application on 20 June
2002 has fixed for decision on 23 August 2002
Decision: The Judgement was obtained on 23 August 2002, the
plaintiff's application for summary judgement
against the defendants were allowed by the Senior
Assistant Registrar. Notice of Appeal was filed
and the hearing date will be fixed on 9 December
2002.
(4) Bank Pembangunan & Insfrastruktur Malaysia Berhad - VS- MMWF
Suit No.: 23-54-2002
Status of the suit: Memorandum of Appearance was filed on 25
July 2002 and our solicitors had filed in defence
on 8 August 2002. The plaintiff had also filed in
affidavit in reply. Hearing date is fixed on 28
November 2002.
Details of the company's defaulted loans may be viewed through
this link
http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741
2b482568a300466fb6/482568bb00440ef448256c7c002cd5e9/$FILE/PN-
TABLE10.doc
COMPANY PROFILE
The Tat Sang Holdings Berhad (TSHB) companies are an integrated
group engaged in the full spectrum of manufacture and trading of
furniture, principally made from rubberwood. It has in-house
kiln drying facilities and facilities for lamination and
moulding of furniture parts as well. In addition, the Group
specialises in producing antique reproduction furniture and
laminated oak veneer embossed furniture of a higher quality
finish than other furniture in the wooden furniture category.
Since 1997, TSHB Group has also marketed home office system and
bedroom sets, expanding its range of furniture to include,
amongst others, desks, shelves and cabinets, beds, bedside
tables, drawers and dressing tables besides the traditional
dining sets, occasional items and buffet and hutches.
The Group commenced business in the early 1980s as a family
concern dealing in wooden furniture and mattresses. Growth in
business led to diversification from its trading activities to
manufacturing in the mid 1980s. The base of operations is Parit
Bakar, Tanjung Agas and Bukit Pasir Industrial Estate. The Parit
Bakar plant is operating at approx. 80% of its capacity of
720,000 units per annum, the Tanjung Agas plant at approx. 72%
of its production capacity (with actual production output of
approx. 226,308 units per annum), and the Bukit Pasir plant at
approx. 74% of its capacity of 1.13m units per annum. The Group
has a kiln drying plant at Bukit Pasir that is operating at
approx. 91.8% of its capacity, with actual production output of
15,600 m/t per annum.
Raw materials are presently sourced from various suppliers in
Johor and neighbouring states. To enhance the furniture design,
TSHB also uses oak veneers imported from the US.
The Group started out as a supplier of furniture to the local
market but has since shifted its focus to export markets that
now constitute over 90% of sales. The export markets comprise 14
countries among which is the US, Japan, Korea, Australia, UK,
Ireland and the Middle East.
CONTACT INFORMATION: 35-1 Jalan Dato' Haji Hassan
84000 Muar
Johor Darul Takzim
Tel: 07-9513898
Fax: 07-9516262
=====================
P H I L I P P I N E S
=====================
BELLE CORPORATION: Comsat Files Damages Against APC
---------------------------------------------------
Belle Corporation refers to the disclosure of APC Group, Inc. on
November 26, 2002 regarding a civil case for collection of a sum
of money with damages with prayer for preliminary attachment
filed by Comsat International, Inc. (Comsat) against APC Group,
Inc. (APC), Jubilee Ventures Ltd. (Jubilee) and Belle
Corporation.
Belle, and PSE understand the other defendants as well; have not
officially received the summonses for the case. In any event,
note that the amount of the principal claims is approximately
US$1.2 million, which amount, if finally adjudged against Belle
as second guarantor, is not material in relation to Belle's
total assets.
A copy of the press release is located at
http://bankrupt.com/misc/tcrap_belle1126.pdf
METRO PACIFIC: Clarifies Acceptance of $105M Offer For BLC
----------------------------------------------------------
Metro Pacific Corporation responded to the news article entitled
"First Pacific accepts $105-M offer for 50.4 percent in Boni
Land" published in the November 22, 2002 issue of The Philippine
Star. The article reported that:
"Hong Kong-based First Pacific Corp. has finally agreed to sell
its 50.4 percent stake in Bonifacio Land Corp. (BLC) for $105
million to the consortium of Ayala Land and Greenfield
Development Corp., The STAR learned yesterday.
Ayala and Greenfield, owned by Jose Yao Campos, are scheduled to
sign the agreement with First Pacific subsidiary Metro Pacific
Corp. (MPC) expectedly on Monday for their assumption of a $105-
million loan (principal plus interest) extended by Larouge BV to
MPC. The loan was secured by 50.4 percent of Bonifacio Land's
outstanding stocks and fell due December 2001.
First Pacific's approval was in effect a go-signal for MPC and
the Ayala-Campos consortium to proceed with the signing next
week, officials told The STAR.
Metro Pacific Corporation (MPC), in a letter to the Philippine
Stock Exchange dated November 22, 2002, clarified that:
As previously disclosed, Metro Pacific is currently in
discussions with respect to a number of debt reduction exercises
with the group of United Laboratories Inc. and Ayala Land Inc.
These discussions include specific liabilities and assets that
are part of the Metro Pacific Group, including Metro Pacific's
stake in Bonifacio Land Corporation.
In addition, as was reported on Monday by Bloomberg News Service
in Hong Kong, First Pacific Company Limited (First Pacific) is
quoted by saying they have received a proposal with regards to
these discussions as they may involve Metro Pacific's
outstanding obligation to Larouge B.V., a wholly-owned
subsidiary of First Pacific. In their comments to Bloomberg,
First Pacific noted that they have received a proposal from
Metro Pacific management with regards to this loan, and they are
currently in the process of reviewing that proposal.
Management continues to stress that these discussions are
underway, as of this date, no agreement has been sighed nor
completed.
For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_mpc1126p2.pdf
METRO PACIFIC: Enters MoA With GA To Restructure US$350M Debt
-------------------------------------------------------------
Metro Pacific Corporation announced on November 23 that it had
entered into a legally binding conditional Memorandum of
Agreement with the GA Group as part of MPC's initiatives to
restructure approximately US$350 million (HK$2,730 million) of
debt.
The MOA anticipates that, upon completion of the transactions
contemplated by the MOA, the Larouge Loan advanced by Larouge to
MPC in the principal amount of US$90.0 million (HK$702.0
million) and secured over approximately 50.4 per cent of the
outstanding common stock of BLC will be sold and assigned to the
GA Group for US$90.0 million (HK$702.0 million). The MOA also
anticipates that, following the sale and assignment of the
Larouge Loan and related security, the GA Group would accept the
transfer by MPC of the 50.4 per cent shareholding in BLC (which
serves as security for the Larouge Loan) and an additional Pesos
655 million (US$12.2 million; HK$94.9 million) in BLC notes
currently owed by BLC to MPC, as payment in kind for the loan,
thereby acquiring a 50.4 per cent controlling interest in BLC.
Larouge is not a party to the MOA, which is subject to certain
conditions precedent, including obtaining the necessary
corporate approvals and the completion of BLC's debt
restructuring. However, implementation of the transactions
contemplated by the MOA would require the co-operation of
Larouge and, accordingly, MPC has approached the Board of
Directors of First Pacific in relation to the sale and
assignment of the Larouge Loan. The First Pacific Board has
approved, in principle, the substance of the proposed
transaction as being in the best interests of the Company .
However, no documentation has been entered into or agreed by
Larouge in respect of the Larouge Loan or the related security
and the Board has yet to receive the signed final version of the
detailed transaction documentation.
Nonetheless, since the participation by Larouge in the proposed
transaction would be a connected transaction for the Company
under the Listing Rules, for the reasons set out below under
"Possible Major and Connected Transaction", the First Pacific
Board has referred the question of the possible participation of
Larouge in the proposed transaction to an Independent Committee
of the Board of First Pacific comprising Prof. Edward K.Y. Chen,
CBE, JP and Mr. David W.C. Tang, OBE, being the independent non-
executive Directors of First Pacific, for consideration. In
this respect, the Independent Board Committee, which will
consider whether or not the terms of the proposed transaction
are fair and reasonable so far as the Independent Shareholders
are concerned, will appoint an independent financial adviser to
advise it in this regard.
Meanwhile, in parallel with the consideration of the proposed
transaction by the Independent Board Committee, First Pacific's
Board will discuss the details of the proposed transaction with
the parties to the MOA to ensure that the best interests of
First Pacific and its shareholders as a whole are reflected in
Larouge's participation in the proposed transaction.
Following discussions between the Independent Board Committee
and the independent financial adviser, the Independent Board
Committee will make a recommendation to the First Pacific Board
as to whether to recommend the proposed transaction to First
Pacific's Independent Shareholders for their consideration in
general meeting. Such discussions and determination are
expected to be completed on or around 9th December, 2002, at
which time a further announcement will be made as appropriate.
At the same time, First Pacific's Board will make its formal
determination whether Larouge's participation in the proposed
transaction is in the best interests of the Company and its
shareholders as a whole, taking into account, among other
things, the discussions First Pacific will have had with the
parties to the MOA.
If Larouge agrees to participate in the proposed transaction and
enters into an agreement for the sale and assignment of the
Larouge Loan for the consideration referred to in this
announcement, this will constitute a major and connected
transaction for First Pacific under the Listing Rules and,
accordingly, any such agreement will be conditional upon
approval by First Pacific's Independent Shareholders at a
special general meeting to be convened.
Trading in First Pacific's shares on the Stock Exchange was
suspended at 9:41 a.m. on 25th November, 2002 at the request of
the Company pending the release of this announcement. An
application will be made for trading in First Pacific's shares
to recommence at 9:30 a.m. on 26th November, 2002.
Because there is no certainty that the proposed transaction will
proceed, accordingly, investors are advised to exercise caution
when dealing in the shares of the Company.
For more information, go to
http://bankrupt.com/misc/tcrap_mpc1126.doc
METRO PACIFIC: Agreement Signed in 50.4% Acquisition Deal
---------------------------------------------------------
Metro Pacific Corp said, in a statement to the Philippine Stock
Exchange (PSE), that Ayala Land Inc and the Campos family's
Greenfield Development Corp have signed a memorandum of
agreement to acquire control of the Bonifacio Global City from
the Company . It will turn over 50.4 percent of Bonifacio Land
Corp, which controls the development of the global city, to
the Ayala-Greenfield joint venture in exchange for the
settlement of its USD90 million debt to Larouge BV, a unit of
First Pacific Co Ltd.
Under the MoA, the Ayala-Greenfield group will take eight board
seats in Bonifacio Land's 15-man board and over 50 hectares of
developed land in the global city.
Metro Pacific will also transfer to the joint venture PhP655
million in debt notes issued by Bonifacio Land.
In turn, Metro Pacific will receive about PhP3.8 billion in
property assets in the global city. It said it will retain a
22.5 percent stake in Bonifacio Land following the transaction,
equal to three board seats, along with a 10.4 hectare
development area.
Ayala Land President Francisco Licuanan III said the Bonifacio
development, which sits right next to the Makati central
financial district developed by the Ayala group, was a key
acquisition made "at a fair price."
"The Company took an interest in this property as early as 1995,
and the Company continue to see opportunities related to it. The
Company envision Fort Bonifacio as a natural and complementary
extension of the Makati central business district," he said in a
separate statement.
He said the acquisition also places Ayala Land in a strategic
position once the property market recovers.
The Ayala-Greenfield group said they plan controlled sales of
selective inventory and leasing of commercial areas to build up
critical mass in the global city in the short term.
Ayala Land said it also expects to begin in the next 18 months
the development of an 8.3 hectare lot in the global city which
it acquired prior to the deal with Metro Pacific.
The joint venture for control of the global city is Ayala Land's
second tie-up with Campos group. The two earlier developed the
high-end residential and golf course project, Ayala Greenfield Estates.
The transaction is expected to close by January next year. (M&A
REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 234, November 26,
2002)
NATIONAL POWER: Reorganization Set For Next Year
------------------------------------------------
National Power Corporation (Napocor) will be reorganized by
early next year as part improve the firm's attractiveness to
private bidders, Business World reports.
The Company's Board of Directors decided last week to start
the second phase of the restructuring in January 2002.
The board also completed the composition of the transition team
that will temporarily acquire the firm's functional groups
during restructuring.
The Company is is retaining 13 executives as coordinators for
functional groups under the firm's Table of Organization. Those
temporarily appointed as coordinators are:
Roland Quilala as Chairman of the transition team and
coordinator for the Office of the President; Pio J. Benavidez
(Office of the senior vice-President and chief operating
officer); Rainier B. Butalid (coordinator for legal and Office
of the Corporate Secretary); Lorna T. Dy (logistics); Eduardo R.
Eroy (thermal generation); Melvyn Eugenio (Hydro Generation);
Paquito F. Garcia (Human Resources and Administration); Oscar C.
Lorico (Geothermal Generation); Pasayud M. Macarambon (Mindanao
Generation); Josefina C. Montero (Finance), Danilo S. Sedilla
(Technical and Maintenance Services); Froilan A. Tampinco (Sales
and Services); and Silvano C. Zanoria (Small Power Utilities
Group).
The Company also directed the transition team to "commence and
implement the selection and placement process for the (Napocor)
Table of Organization" starting January 2, 2002.
The Company instructed the transition group to submit a full
list of recommendees for the Napocor Table of Organization to
the Board of Selection Committee of the Napocor board not later
than January 24, 2002.
VICTORIAS MILLING: Mancom Approves Not to Solicit SSM Proxies
-------------------------------------------------------------
The Victorias Milling Company Management Committee (Mancom),
during its meeting on November 12, 2002, approved not to solicit
proxies on its behalf in connection with the conduct of Special
Stockholder's Meeting of Victorias Milling Company, Inc. on
December 16, 2002.
For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_vmc1126.pdf
VICTORIAS MILLING: Unveils SS Meeting Agenda
--------------------------------------------
Victorias Milling Company, Inc. (VMC) furnished the Philippine
Stock Exchange a copy of its SEC Form 17-IS (Definitive
Information Statement) in connection with its Special
Stockholders' Meeting which will be held on December 16, 2002,
at 8:30 a.m., at the Metropolitan Club, Inc., Estrella corner
Arnapola Streets, Guadalupe Viejo, Makati City. The Agenda, as
stated in the Notice of Meeting, shall be as follows:
1. Call to Order
2. Certification of Notice to Stockholders and Presence of
Quorum
3. Election of members of the Board of Directors
4. Confirmation and Ratification of Quasi-Reorganization of All
Acts and Deeds Executed to Perfect, Effectuate and Fully Enforce
the Terms of the Approved Rehabilitation Plan
5. Other Matters
6. Adjournment"
As stated in the Notice of Meeting, "Only stockholders of record
as of the close of business hours on November 29, 2002 shall be
entitled to notice of, and to vote at this meeting. Registration
will start at 7:00 a.m. and will close at 8:15 a.m."
A copy of VMC's Definitive Information Statement is available
for reference at the PSE Centre and PSE-Plaza Libraries.
The disclosure can be accessed at
http://bankrupt.com/misc/tcrap_vmc1126p2.pdf
=================
S I N G A P O R E
=================
ASIA PULP: Reaches Agreement With Creditors on Debt Repayment
-------------------------------------------------------------
Asia Pulp & Paper Co. has reached an agreement with creditors on
a plan to start repaying about half the group's US$13 billion
debt, the Business Times reports.
The Company will sign an interim agreement on US$6.5 billion
debt by December 16, said Gandi Sulistiyanto, the Vice-Chairman
of Asia Pulp's internal debt restructuring group.
In September, major creditors of Asia Pulp agreed to an outline
plan that set a maximum 10-year rescheduling period for the
group's units.
The final agreement will be signed in the first quarter of 2002,
Sulistiyanto said.
He did not disclose the amount of the monthly repayment agreed.
The five firms involved in the debt talks that ended last week
on the island of Bali are PT Purinusa Ekapersada, PT Indah Kiat
Pulp & Paper, PT Pabrik Kertas Tjiwi Kimia, PT Lontar Papyrus
and PT Pindo Deli Pulp & Paper.
Asia Pulp, which is part of the Sinar Mas group, stopped
repaying US$13 billion of debt in March 2001.
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.
BBR HOLDINGS: Proposes Capital Reduction Exercise
-------------------------------------------------
The Board of Directors of BBR Holdings (S) Ltd proposes to
undertake a capital reduction exercise to write-off part of the
accumulated losses of the Company pursuant to Section 73 of the
Companies Act (Cap. 50) of Singapore.
The Company will make an application to the Singapore Exchange
Securities Trading Limited (SGX-ST) for its approval of the
Capital Reduction.
Details of the Capital Reduction
As at the date of this Announcement, the Company has an
authorised share capital of $100,000,000 divided into
2,000,000,000 ordinary shares of $0.05 each (each a "Share and
an issued and paid-up share capital of $58,732,613.90 divided
into 1,174,652,278 Shares.
Based on the Company 's unaudited balance sheet as at 30 June
2002, the Company had accumulated losses totaling $64,571,000
standing in its accumulated losses account and $8,933,696.66
standing to the credit of its share premium account.
The Capital Reduction (if approved) will involve:
(a) The cancellation of the issued and paid-up share capital of
the Company to the extent of $0.04 per Share and the reduction
of the par value of each Share from $0.05 to $0.01; and
(b) The cancellation of $8,933,696.66 standing to the credit of
the Company 's share premium account as at 30 June 2002.
The Capital Reduction will be effected as follows:
(a) The issued and paid-up share capital of the Company will be
reduced from $58,732,613.90 divided into 1,174,652,278 Shares to
$11,746,522.78 divided into 1,174,652,278 ordinary shares of
$0.01 each by cancelling paid-up capital to the extent of $0.04
on each of the 1,174,652,278 issued and paid-up Shares;
(b) The amount of $8,933,696.66 standing to the credit of the
Company 's share premium account as at 30 June 2002 will be
cancelled;
(c) The par value of each Share, both issued and unissued, will
be reduced from $0.05 to $0.01; and
(d) Forthwith upon the Capital Reduction taking effect:
(i) An amount equal to $55,919,787.78 (being the credit arising
from cancellation of the issued and paid-up share capital and
the share premium account of the Company) will be applied to
write-off part of the accumulated losses of the Company as at 30
June 2002 amounting to $64,571,000 to the extent of
$55,919,787.78; and
(ii) The authorized share capital of the Company will be
increased to its former capital of $100,000,000 by the creation
of an additional 8,000,000,000 new shares of $0.01 each.
Upon completion of the Capital Reduction, the Company will have
an authorized share capital of $100,000,000 divided into
10,000,000,000 ordinary shares of $0.01 each and an issued and
paid-up share capital of $11,746,522.78 divided into
1,174,652,278 ordinary shares of $0.01 each.
The Capital Reduction will reduce the Company 's accumulated
losses as at 30 June 2002 of $64,571,000 by $55,919,787.78,
leaving a deficit balance of $8,651,212.22 in accumulated losses
following the Capital Reduction.
There will not be any change to the number of ordinary shares in
the capital of the Company held by shareholders of the Company
as a result of the Capital Reduction, nor will the Capital
Reduction involve the diminution of liability in respect of
unpaid share capital or the payment to any Shareholder of any
paid-up share capital of the Company .
In the event that there is any further increase in the issued
and paid-up share capital of the Company prior to the
extraordinary general meeting to be convened to obtain
Shareholders' approval for the Capital Reduction, the paid-up
capital of each of the new shares will also be cancelled to the
extent of $0.04 each and the aggregate amount of the issued and
paid-up share capital to be cancelled pursuant to the Capital
Reduction will be increased accordingly.
Rationale
The Directors are of the view that the balance sheet of the
Company will more accurately reflect the value of the Company 's
underlying assets following the proposed writing-off of
$55,919,787.78 of the accumulated losses standing in the
accumulated losses account in the un audited balance sheet of
the Company as at 30 June 2002 pursuant to the Capital
Reduction.
The Directors further note that the Shares have been trading
between $0.035 and $0.010 since 1 January 2002 to 25 November
2002, being the date of this Announcement. As the Act imposes
restrictions on the issue of shares below their par value, the
reduction of the par value of each Share from $0.05 to $0.01
will also facilitate the Company in any future issue of new
shares at a price that is more representative of the market
value of its shares in the event of any future equity-related
fund raising or other corporate exercises involving the issue of
shares.
Financial Effects
The Capital Reduction will not have any impact on the net
tangible assets per Share, earnings per Share and the gearing of
the Company as at 30 June 2002 as the Capital Reduction is an
accounting procedure which cancels the issued and paid-up share
capital and share premium account of the Company and transfers
such part of the issued and paid-up share capital and share
premium account which have been cancelled to write-off part of
the accumulated losses of the Company.
Approvals Required
The implementation of the Capital Reduction is subject, inter
alia, to the following:
(a) The in-principle approval of the SGX-ST;
(b) The approval of Shareholders at an extraordinary general
meeting to be convened; and
(c) The confirmation of the High Court of Singapore.
The aforementioned approvals may be subject to conditions, which
may vary the terms of the Capital Reduction as set out herein.
Subject to the receipt of in-principle approval of the SGX-ST, a
circular to Shareholders setting out details of the Capital
Reduction and the notice convening the extraordinary general
meeting will be despatched to Shareholders in due course.
NATSTEEL LTD: Sanion Increases Shareholding to 20.36%
-----------------------------------------------------
Sanion Enterprises Ltd, a Company controlled by Indonesian
businessman Oei Hong Leong, has purchased another 2.87 million
shares of Natsteel Ltd at SGD2.05 per share, further raising its
stake to 20.36 percent from 19.59 percent, filings to the
Singapore Exchange (SGX) showed.
Sanion has been buying Natsteel shares through the open market
at SGD2.05 apiece, higher than the SGD2.03 general offer of 98
Holdings Pte Ltd to the shareholders of the steel firm to
acquire it.
98 Holdings is a consortium that includes government investment
arm Temasek Holdings, Hotel Properties managing director Ong
Beng Seng and Standard Chartered. (M&A REPORTER-ASIA PACIFIC,
Vol. No.1, Issue No. 234, November 26, 2002)
NATSTEEL LTD: Posts Notice of Shareholder's Interest
----------------------------------------------------
Natsteel Limited posted a notice of changes in substantial
shareholder Temasek Holdings (Private) Ltd's interest:
Date of notice to Company: 25 Nov 2002
Date of change of deemed interest: 22 Nov 2002
Name of registered holder: Please see Appendix
Circumstance(s) giving rise to the interest: Others
Please specify details: Deemed Interest - Please see Appendix
Shares held in the name of registered holder
No. of shares of the change: (58,588,460)
% of issued share capital: 15.87
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee:
No. of shares held before change:
% of issued share capital:
No. of shares held after change:
% of issued share capital:
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 61,285,490 29,300,000
% of issued share capital: 16.6 7.94
No. of shares held after change: 2,697,030 29,300,000
% of issued share capital: 0.73 7.94
Total shares: 2,697,030 29,300,000
Based on 369,068,237 shares issued as of 21 November 2002.
===============
T H A I L A N D
===============
TPI POLENE: Revises Net Profit Following Statutory Audit
--------------------------------------------------------
TPI Polene Public Company Limited would like to provide its
financial statements and consolidated financial statements for
the year 2001 ended December 31, 2001 (Revised Version), which
have been audited by the statutory auditor of the Company, in
order to comply with the generally accepted accounting
principles practiced in Thailand. The adjustments made by the
Company are as follows;
(1) Recording loss on impairment of an investment in the listed
security (an investment in shares of Thai Petrochemical
Industry Plc.) in the consolidated and the Company's
statements of income for the year 2000 for the amount of
Baht 1,576 million.
(2) Canceling income on the reversal of the accrued default
interest payable (as of November 30, 1999) in the
consolidated and the Company's statements of income for the
year 2001 for the amount of Baht 2,068 million and Baht
1,931 million, respectively.
The above adjustments have substantial effects on some
transactions in the consolidated financial statements and the
financial statements of the Company, which can be highlighted as
follows:
(Unit : Baht)
Before Adjustment After Adjustment
Consolidated 2001 2000 2001 2000
Statements
Net Income 4.59 B (5.71 B) 2.52 B (7.29 B)
(Loss)
Total 17.28 B 16.89 B 15.21 B 16.89 B
Shareholder's
Equity
Net Income 9.04 (11.27) 4.97 (14.37)
(loss)
Per Share
Book Value 34.06 33.30 29.98 33.30
Per Share
Before Adjustment After Adjustment
The Company's 2001 2000 2001 2000
Statements
Net Income 4.59 B (5.71 B) 2.52 B (7.29 B)
(Loss)
Total 17.28 B 16.89 B 15.21 B 16.89 B
Shareholder's
Equity
Net Income 9.04 (11.27) 4.97 (14.37)
(loss) Per
Share
Book Value 34.06 33.30 29.98 33.30
Per Share
In addition, the Company adjusted the loss on impairment of
mixer trucks of TPI Concrete Co., Ltd., a subsidiary company, in
the financial statements for Q2/2002. This adjustment will have
an effect on the consolidated and the Company's statements of
income for the amount of approximately Baht 146.5 million. The
Company will immediately submit the revised quarterly financial
statements for the year 2002 to the SET once the auditor
completely reviews such financial statements.
Please be informed accordingly.
Best regards,
Mrs. Orapin Leophairatana,
Senior Executive Vice President
S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2002. All rights reserved. ISSN: 1520-9482.
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