/raid1/www/Hosts/bankrupt/TCRAP_Public/030108.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, January 8, 2003, Vol. 6, No. 5
Headlines
A U S T R A L I A
CHROME GLOBAL: Discloses AGM Results
DIGITAL NOW: Corporate Restructuring Completed
EFTNET TECHNOLOGIES: Changes Name to KLM Group Limited
EFTNET TECHNOLOGIES: Extends Offer to January 14
STADIUM AUSTRALIA: Proposes Two Resolutions at Meeting
SUNDOWNER GROUP: Releases Capital Restructuring Details
C H I N A & H O N G K O N G
AKAI HOLDINGS: Scheme of Arrangement Effectuated
BRIGHTEN DEVELOPMENT: Winding Up Petition Set for Hearing
CHINA SCI-TECH: Operations Loss Narrows to HK$10.30M
CIL HOLDINGS: Court Adjourns Winding Up Hearing to Feb 10
FURNITURE-MART: Winding Up Hearing Scheduled in February
GREATWALL CYBER: Incurs HK$140.83M H102 Net Loss
HIGHEST POINT: Petition to Wind Up Pending
J A P A N
ANRITSU CORPORATION: R&I Downgrades Rating to BBB
HITACHI LIMITED: Unveils First Microsoft Pocket PC Edition
ISUZU MOTORS: December U.S. Vehicle Sales Off 0.4%
MATSUSHITA ELECTRIC: Eyes New Payment System
MITSUBISHI CORPORATION: Enters Alliance With AmerWave
MITSUBISHI MOTORS: Spins Off Truck, Bus Business
RESONA HOLDINGS: Units File for Bankruptcy Proceedings
K O R E A
ASIANA AIRLINES: In Final Negotiations to Sell Operations
GM DAEWOO: Restarts U.S. Exports
HYNIX SEMICONDUCTOR: Withdraws From Sematech
HYUNDAI SECURITIES: Woori Clarifies Interest in Buying Firm
KOREA ELECTRIC: Holds Unit Sale Tender on January 22
M A L A Y S I A
BESCORP INDUSTRIES: Posts Defaulted Payment Status Update
BRIDGECON HOLDINGS: SC Gives Conditions on Proposed Debt Scheme
CELCOM (MALAYSIA): Winding-Up Petition Hearing Fixed on June
DENKO INDUSTRIAL: SC OKS Proposed Debt Restructuring Exercise
FURQAN BUSINESS: RAM Assigns BB3 Rating to RM37.66M RCLS
FW INDUSTRIES: PDCR Talks With Financial Institutions Underway
KELANAMAS INDUSTRIES: Posts Proposed Scheme Status
KRETAM HOLDINGS: Capital Reduction Petition Hearing Scheduled
L&M CORPORATION: Defaulted Payment Stands RM58,047,804.54
MECHMAR CORPORATION: Companies Commission Delists Dormant Unit
MECHMAR CORPORATION: In Loan Settlement Negotiations
MENTIGA CORPORATION: Updates Regularization Plan Status
NAUTICALINK BERHAD: Faces Winding-Up Petition
REKAPACIFIC BERHAD: Restructuring Proposal Status Unchanged
SCK GROUP: Discloses Proposed Restructuring Scheme Details
SOUTHERN PLASTIC: Gets Conditional Approvals From FI Creditors
SPORTMA CORPORATION: Discloses Audit Committee Members
TAT SANG: Provides Defaulted Facilities Status Update
UNIPHOENIX CORPORATION: Formulating New Restructuring Scheme
WOO HING: Awaits SC's Decision on SA's Workout Proposal
P H I L I P P I N E S
BAYAN TELECOMMUNICATIONS: Ties Up With Hutchison Global
INTERNATIONAL CONTAINER: Closing Rail-Serviced Container Depot
NATIONAL POWER: Sees Increase in Electricity Rates
PHILIPPINE LONG: Employees Return to Work on Tuesday
S I N G A P O R E
ISOFTEL LTD: Disposing Interest in Thailand Firm
NATSTEEL LIMITED: Posts Changes in Shareholder's Interest
NIPPECRAFT LIMITED: Updates Further Developments With Banks
WEE POH: Finalizing Annual Report
T H A I L A N D
NATURAL PARK: Administrators Posts 2003 Holidays
SIAM STRIP: Files Reorganization Petition to Bankruptcy Court
SUN TECH: Plan Implementation Extended Until Dec 2003
WONGPAITOON GROUP: Preparing Reorganization Plan Amendment
- - - - - - - - - -
=================
A U S T R A L I A
=================
CHROME GLOBAL: Discloses AGM Results
------------------------------------
The Board of Directors of Chrome Global Limited advise that all
the resolutions put to the Annual General Meeting of
Shareholders held on Monday 6th January 2003 at 10.00 am (WST)
were carried unanimously by a show of hands.
Proxy details received for each resolution are as follows:
RESOLUTION ONE: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That Mr Stephen Belben, who retires by rotation in accordance
with clause 3.6 of the Constitution of the Company, and being
eligible offers himself for election, is hereby re-appointed a
director of the Company."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,988,435 specified
that the proxy vote for the resolution, 15,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION TWO: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, subject to and conditional upon the due passage of
Resolutions 3 to 8 inclusive, for the purposes of Listing Rule
11.1.2 of the Listing Rules of Australian Stock Exchange Limited
and for all other purposes, approval is given for the Company to
make a change in the nature of its activities to residential
property management activities, being a significant change in
the nature and scale of those activities, as described in the
Explanatory Statement accompanying this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,988,435 specified
that the proxy vote for the resolution, 15,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION THREE: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, subject to and conditional upon the due passage of
Resolutions 2 and 4 to 8 inclusive, for the purposes of Section
254H of the Corporations Act and for all other purposes,
approval is given for the Company to consolidate the issued
capital of the Company on the basis that every fifty (50) fully
paid ordinary Shares in the capital of the Company (Shares) be
consolidated into one (1) Share, and that every Fifty (50)
options each to acquire a Share (Options) be consolidated into
one (1) Option, and where this consolidation results in a
fraction of a Share or Option being held by a member of
the Company, the directors of the Company are authorized to
round that fraction up to the nearest whole Share or Option, and
otherwise on the terms set out in the Explanatory Statement
accompanying this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,963,435 specified
that the proxy vote for the resolution, 40,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION FOUR: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, subject to the approval of Resolutions 2, 3 and 5 to 6
inclusive, for the purposes of Listing Rules 7.1, 10.1 and 10.11
of the Listing Rules of Australian Stock Exchange Limited and
Section 208 and Item 7 of Section 611 of the Corporations Act
and for all other purposes, the Company approves the issue of up
to 28,290,000 fully paid ordinary shares in the Company (on a
post-Consolidation basis) to the current owners of Key2 Limited
(Key2) in consideration for the acquisition of up to 100% of the
issued capital of Key2."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,988,435 specified
that the proxy vote for the resolution, 15,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION FIVE: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, subject to and conditional upon the due passage of
Resolutions 2 to 4 inclusive and 6 to 8 inclusive, for the
purposes of Listing Rule 7.1 of the Listing Rules of Australian
Stock Exchange Limited and for all other purposes, the Company
approves and authorizes the directors of the Company to allot
and issue up to 11,000,000 fully paid ordinary Shares in the
capital of the Company (on a post-consolidation basis) such
shares to be allotted and issued on the terms and conditions as
set out in the Explanatory Statement accompanying this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,962,435 specified
that the proxy vote for the resolution, 41,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION SIX: To consider and, if thought fit, pass the
following as a special resolution:
"That, subject to and conditional upon the due passage of
Resolutions 2 to 5 inclusive, 7 and 8 inclusive, for the
purposes of Section 157(1) of the Corporations Act and for all
other purposes, the name of the company be changed to "Key2
Limited" and the Constitution and all other Company records be
amended accordingly."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,988,435 specified
that the proxy vote for the resolution, 15,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION SEVEN: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, subject to and conditional upon the due passage of
Resolutions 2 to 6 inclusive and 8, for the purposes of Listing
Rule 7.1 of the Listing Rules of Australian Stock Exchange
Limited and for all other purposes, the Company approves and
authorizes the directors of the Company to allot and issue up to
2,000,000 fully paid ordinary shares in the capital of the
Company (on a post-consolidation basis) to existing shareholders
of the Company under an offer to round up those shareholdings of
existing shareholders who hold less than 10,000 fully paid
ordinary shares in the Company (after the consolidation the
subject of Resolution 3), such shares to be allotted and issued
on the terms and conditions as set out in the Explanatory
Statement accompanying this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,895,935 specified
that the proxy vote for the resolution, 40,000 specified that
the proxy vote against the resolution, 67,500 specified that the
proxy abstain from the resolution and 104,071,811 specified that
the proxy may vote at his discretion.
RESOLUTION EIGHT: To consider and, if thought fit, pass the
following as a special resolution:
"That, subject to and conditional upon the due passage of
Resolutions 2 to 7 inclusive, for the purposes of Listing Rule
10.1 of the Listing Rules of Australian Stock Exchange Limited
and Sections 256C(2) and 208 of the Corporations Act and for all
other purposes, the Company approves and authorizes the
cancellation of 1,200,000 post-Consolidation fully paid ordinary
Shares in the capital of the Company currently held by Blueregal
Corporation Pty Ltd (Blueregal), in consideration for the
disposal of the Company's wholly owned subsidiary PPR (WA) Pty
Ltd to Blueregal on the terms and conditions as set out in the
Explanatory Statement accompanying this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,963,435 specified
that the proxy vote for the resolution, 40,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
RESOLUTION NINE: To consider and, if thought fit, pass the
following as an ordinary resolution:
"That, for the purposes of Listing Rule 10.11 of the Listing
Rules of Australian Stock Exchange Limited and Section 208 of
the Corporations Act and for all other purposes, approval is
given for the Company to grant to Mr Stephen Belben (or his
nominee) 40,000 options to acquire ordinary fully paid shares in
the capital of the Company to be issued after the consolidation
the subject of Resolution 3 (or 2,000,000 options if the
consolidation is not approved), to be issued on the terms and
conditions set out in the Explanatory Statement accompanying
this Notice."
The total number of proxy votes exercisable by all proxies
validly appointed was 117,075,246 of which, 12,842,435 specified
that the proxy vote for the resolution, 161,000 specified that
the proxy vote against the resolution and 104,071,811 specified
that the proxy may vote at his discretion.
A Notice of General Meeting, Proxy Form and Explanatory
Memorandum setting out details of the resolutions above were
previously sent to all Shareholders in accordance with ASX and
Corporations Act requirements.
Inquires can be directed to Paul Niardone, Managing Director or
alternatively by e-mail at info@CHROMEglobal.com.
DIGITAL NOW: Corporate Restructuring Completed
----------------------------------------------
Digital Now, Inc announced Monday that the restructuring of the
corporate group according to the terms outlined at the
Extraordinary General Meeting of 13 December 2002 has been
completed. Shareholders as at 28 December 2002 (including those
holding their interest in the form of CHESS Units of Foreign
Securities (i.e. CUFs)) now hold shares in Luminus Systems
Limited (LMS), the Australian incorporated holding company of
the Digital Now, Inc group on the basis of one fully paid
ordinary share in LMS for every share held in Digital Now, Inc.
CHESS statements will be issued to shareholders prior to the
listing of LMS' ordinary shares.
EFTNET TECHNOLOGIES: Changes Name to KLM Group Limited
-------------------------------------------------------
Director Maine announced that following the approval of members
at Eftnet Technologies Limited's Annual General Meeting, the
Company has formerly changed its company name to KLM Group
Limited.
The Troubled Company Reporter - Asia Pacific reported on
December 26, 2003 that the Company has on 23 December 2002,
settled with Pracom Technical Services Pty Ltd the acquisition
of the business of that company in accordance with the terms of
the Business Sale Agreement dated 1 November 2002.
EFTNET TECHNOLOGIES: Extends Offer to January 14
------------------------------------------------
Eftnet Technologies Limited advises that the directors of KLM
Group Limited (formerly Eftnet Technologies Limited - EFN) have
resolved to extend Offer A under the Company's prospectus dated
25 November 2002 to 14 January 2003.
As previously notified the minimum subscription level under this
prospectus of $4.5 million has been exceeded and the directors
accordingly had moved to allot shares to successful applicants.
The extension has been undertaken by the directors to provide
additional time for receipt of applications that will assist the
KLM Group Limited in meeting shareholder spread requirements
following its recent capital reconstruction.
STADIUM AUSTRALIA: Proposes Two Resolutions at Meeting
------------------------------------------------------
MTM Investment Management Limited (ACN 093 504 155)(MTM), the
responsible entity of the Stadium Australia Trust (ARSN 093 502
473) (SAT), advised Tuesday that it has become aware of the
issue by Ogden International Facilities Corporation Pty Ltd (ABN
12 010 835) of a notice of meeting of members of SAT dated 27
December 2002.
The notice of meeting proposes two resolutions. Firstly that,
subject to the passing of the second resolution, MTM be removed
as the responsible entity of SAT. Secondly that James Fielding
Funds Management Limited be appointed as MTM's replacement.
MTM is considering and seeking advice on the implications of the
notice of meeting.
SUNDOWNER GROUP: Releases Capital Restructuring Details
-------------------------------------------------------
Attached for release is Appendix 3B providing details of the
five (5) New Units issued by Sundowner Chain Motor Inns Trust to
Sundowner Motor Inns Limited being the next step in the
restructure approved by the Stapled Security Holders at the
Sundowner Group AGM held on 6 December 2002. Appendix 3B can be
found at http://www.bankrupt.com/misc/TCRAP_0108.pdf.
The earlier steps involved documentation and notices
all of which have been completed. The further steps are as
follows:
* Yesterday (7 January) all of the issued Ordinary Units in
the Trust was redeemed;
* Today (8 January) each Member of Sundowner Motor Inns
Limited will be issued with one new Ordinary Share in the
Company for each existing Ordinary Share held on the Record date
which was 31 December 2002.
Following the issue of the additional shares in the Company, the
number of shares on issue will have doubled to 138,600,336 and
each member (as at the Record Date) will hold double the number
of shares that were held prior to the restructure so that the
equity ratio of each Member remains unchanged.
Following the Group restructure, the Trust will no longer be
listed on the ASX and will be a wholly owned subsidiary of
Sundowner Motor Inns Limited. The Company remains listed on the
ASX with the code unchanged as SDR.
New Holding Statements will be dispatched later today,
Wednesday, 8 January 2003.
================================
C H I N A & H O N G K O N G
================================
AKAI HOLDINGS: Scheme of Arrangement Effectuated
------------------------------------------------
Akai Holdings Limited requests market participants to note that
the Scheme relating to the restructuring proposal of Akai
Holdings Limited has became effective on Thursday, 2/1/2003, the
listing of which will be withdrawn with effect from the close of
business on Wednesday, 8/1/2003.
Dealings in the ordinary shares of HK$0.001 of Hang Ten Group
Holdings Limited will commence at 9:30 a.m. on Thursday,
9/1/2003 under the following arrangements:
Stock Code Stock Short Name Board Lot
---------- ---------------- ---------
448 HANG TEN GROUP 100,000 shares
BRIGHTEN DEVELOPMENT: Winding Up Petition Set for Hearing
---------------------------------------------------------
The petition to wind up Brighten Development Limited is set for
hearing before the High Court of Hong Kong on January 15, 2003
at 9:30 in the morning.
The petition was filed with the court on October 31, 2002 by
Bank of China (Hong Kong) Limited (the successor of all
undertakings of Sin Hua Bank Limited, Hong Kong Branch and Hua
Chiao Commercial Bank Limited by virtue of The Bank of China
(Hong Kong) Limited (Merger) Ordinance, Cap. 1167) whose
registered office is situated at 14th Floor, Bank of China
Tower, No. 1 Garden Road, Central, Hong Kong.
CHINA SCI-TECH: Operations Loss Narrows to HK$10.30M
----------------------------------------------------
China Sci-Tech Holdings Limited released on 30/December/2002 its
Interim Financial report:
(stock code: 00985 )
Year end date: 31/03/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Both Audit Committee and Auditors
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 342 238
Profit/(Loss) from Operations : (4,583) (12,769)
Finance cost : (10,308) (14,234)
Share of Profit/(Loss) of
Associates : (44,603) (152,258)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (21,052) (179,272)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0036) (0.0309)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (21,052) (179,272)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) Loss Per Share
The calculation of basic loss per share is based on the net loss
for the period of HK$21,052,000 (2001: HK$ 179,272,000) and
5,806,770,004 shares in issue during the period and the
corresponding period last year.
No diluted loss per share for both periods are presented as the
effect of the potential ordinary shares outstanding in respect
of the share options was anti-dilutive and the exercise price of
the Company's warrants outstanding was higher than the average
fair value of the Company's shares during both periods.
(2) Gain On Disposal Of An Associate
During the period, the Group disposed of its interest in an
associate through disposal of the entire share capital of a
wholly owned subsidiary to an independent third party. The gain
on disposal is computed as follows:
HK$'000
Net assets disposed of 217,391
Reserve attributable to the Group
and released upon disposal 30,739
-------
248,130
Gain on disposal of an associate 38,442
-------
Cash consideration received 286,572
=======
CIL HOLDINGS: Court Adjourns Winding Up Hearing to Feb 10
---------------------------------------------------------
Reference is made to the announcements made by CIL Holdings
Limited on 8th October 2001, 12th November 2001, 14th January
2002, 18th March 2002, 29th April 2002, 6th May 2002, 17th June
2002, 29th July 2002, 26th August 2002, 4th November 2002 and
16th December 2002 in relation to the winding-up petition (the
"Petition") issued against the Company by Star Dragon Securities
Limited as the substituted petitioner. Reference is also made to
the announcement made by the Company on 15th February 2002
regarding the Restructuring Proposal. On 31st May 2002, the
Company dispatched the Circular to its Shareholders, which
addressed all of the above matters. On 2nd August 2002, the
Company had dispatched the Scheme document to Scheme Creditors
and, for information only, the Shareholders and claimants of the
Disputed Claims. On 28th November 2002, the Company had
dispatched the supplemental Scheme document to Scheme Creditors
and, for information only, the Shareholders and claimants of the
Disputed Claims.
During the hearing of the Petition held on 6th January 2003, the
Company has made an application to the Hong Kong Court for an
adjournment of the Petition to allow time for the Company to
implement the Scheme with the Scheme Creditors.
Pursuant to the Company's application for adjournment of the
Petition as mentioned above, the Hong Kong Court made an order
to adjourn the Petition to 10th February 2003. In this
connection, further announcement will be made as and when
necessary.
Trading in the Shares was suspended from 9:30 a.m. on 6th
January 2003 at the request of the Company pending release of
this announcement and application has been made to the Stock
Exchange for the resumption of trading in the Shares from 9:30
a.m. on 7th January 2003.
RECENT DEVELOPMENT OF THE SCHEME
On 20th December 2002, the Company obtained the prerequisite
majority from the Scheme Creditors at the meetings of the Scheme
Creditors to approve the Scheme. The Company is in the process
of preparing the petitions to sanction the Scheme. It is
anticipated that the hearings at which the Company will seek
Courts' sanction of the Scheme will be held in late January or
early February 2003. In this connection, the Company will make
further announcement.
FURNITURE-MART: Winding Up Hearing Scheduled in February
--------------------------------------------------------
The High Court of Hong Kong will hear on February 5, 2003 at
10:00 in the morning the petition seeking the winding up of
Furniture-Mart International Company Limited.
Tong Chi Hung Barry of Room 101, 1/F., Block A, Lai Ying House,
Lai Yan Court, Kowloon, Hong Kong filed the petition on November
29, 2002.
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 on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
GREATWALL CYBER: Incurs HK$140.83M H102 Net Loss
------------------------------------------------
Great Wall Cybertech Limited posted its Interim Report reviewed
by its Audit Committee on December 30, 2002:
(stock code: 00689 )
Year end date: 31/3/2003
Currency: HKD
Auditors' Report: N/A
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 361,120 1,099,198
Profit/(Loss) from Operations : (124,560) (110,634)
Finance cost : (16,407) (28,106)
Share of Profit/(Loss) of
Associates : 60 (1,580)
Share of Profit/(Loss) of
Jointly Controlled Entities : (3,060) (400)
Profit/(Loss) after Tax & MI : (140,830) (140,935)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.017) (0.058)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (140,830) (140,935)
Interim Dividend : Nil Nil
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
Loss per share
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the period of HK$140,830,000
(2001: HK$140,935,000) and the weighted average number of
8,076,257,020 ordinary shares in issue during the period. The
weighted average number of ordinary shares in issue for the
period ended 30 September 2001 and hence the basic loss per
share for that period have been adjusted for the effect of the
open offer during the year ended 31 March 2002 from
1,626,063,200 to 2,424,831,088 and from HK$8.7 cents to HK$5.8
cents, respectively.
Diluted loss per share for the six months ended 30 September
2002 and 2001 have not been shown as the effect of the dilutive
potential ordinary shares for these periods is anti-dilutive.
HIGHEST POINT: Petition to Wind Up Pending
------------------------------------------
The petition to wind up Highest Point Foods Company Limited is
scheduled to be heard before the High Court of Hong Kong on
January 29, 2003 at 9:30 in the morning.
The petition was filed with the court on November 18, 2002 by
Sit Man Choi of Room 1812, Ting Fook House, On Ting Estate, Tuen
Mun, New Territories, Hong Kong.
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 on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
=========
J A P A N
=========
ANRITSU CORPORATION: R&I Downgrades Rating to BBB
-------------------------------------------------
Rating and Investment Information, Inc. (R&I) has removed the
following ratings of Anritsu Corporation from the Rating Monitor
scheme, and downgraded them as follows:
Senior Long-term Credit Rating: BBB
(Downgraded from (A-); Removed from the Rating Monitor scheme)
ISSUE: Preliminary Rating for the Shelf Registration Scheme
Issue Amount (mn): Yen 20,000 (Shelf Amount)
Issue Period: Two years from Nov 28, 2001
Senior Long-term Credit Rating: BBB
(Downgraded from (A-); Removed from the Rating Monitor scheme)
ISSUE: Bonds Rated Issue Date Redemption Issue Amount (mn)
Unsec. Str. Bonds No. 2 Jun 18, 1997 Jun 18, 2004 Yen 5,000
Unsec. Str. Bonds No. 3 Jan 29, 2002 Jan 29, 2008 Yen 15,000
Unsec. Conv. Bonds No. 4 Apr 23, 1996 Sep 29, 2006 Yen 15,000
R&I RATING: BBB (Downgraded from (A-); Removed from the Rating
Monitor scheme)
ISSUE: Domestic Commercial Paper Program
Issue Limit: 10,000 million yen
ISSUER: Anritsu Corp. (TSE Code: 6754)
Senior Long-term Credit Rating; Long-term Bonds (3 series)
Preliminary Rating for the Shelf Registration Scheme
RATIONALE:
Having plummeted with the bursting of the telecommunications
bubble in North America, demand for telecommunications measuring
instruments, Anritsu's mainstay products, has remained weak, and
it appears that a genuine recovery will require a substantial
amount of time. Responding to these conditions, Anritsu has
scaled back its operations, cut personnel and taken other
restructuring measures, with more planned. Though such measures
will save the Company from having to report huge losses, they
will not be enough to boost profits. For that, Anritsu will
likely have to wait for a recovery in demand for
telecommunications measuring instruments.
Weakened profitability and implementation of early retirement
and other restructuring measures are expected to lead to
significant capital requirements for Anritsu's March 2003 and
2004 terms. It is anticipated that the need to raise this
capital from external sources will result in a worsening of
Anritsu's financial condition. R&I, judging that it is highly
likely that a return to previous profit levels will be some time
in coming and that a recovery in financial condition will also,
therefore, require substantial time, has downgraded Anritsu's
ratings.
HITACHI LIMITED: Unveils First Microsoft Pocket PC Edition
----------------------------------------------------------
Microsoft Corporation and Hitachi Ltd., a leading global
electronics Company, unveiled the Hitachi Multimedia
Communicator Pocket PC, Hitachi's first Windows (R) Powered
device and the first Pocket PC to feature an integrated camera,
keyboard and phone feature all in one mobile device. The
Multimedia Communicator combines the comprehensive
functionalities of a Pocket PC, with the high-speed enhanced
Sprint Nationwide PCS Network to deliver the ability to take
pictures, provide comfortable text input for e-mails with a
built-in keyboard, place and receive phone calls, and browse the
Web. Based on the new Microsoft(R) Windows Powered Pocket PC
Phone Edition software for CDMA networks, the Multimedia
Communicator is expected to be available in the first half of
2003 only from Sprint.
"The unique combination of consumer capabilities in the
Multimedia Communicator Pocket PC represents the culmination of
Hitachi's advanced research and development efforts and
Microsoft's powerful Pocket PC software," Shigeru Matsuoka,
general manager of the Mobile Information and Communication
Appliance Division in the Ubiquitous Platforms Systems Group at
Hitachi Ltd. "We're thrilled to be working with Microsoft and
Sprint in this space and think customers will love this product.
The introduction of Hitachi's first Pocket PC complements our
global focus on providing our customers with innovative products
for which Hitachi is known."
"Hitachi has taken a great software platform and expanded it
with compelling consumer features such as the camera and built-
in keyboard," said Juha Christensen, corporate Vice President of
the Mobile Devices Division at Microsoft. "We're delighted to
welcome Hitachi as a Pocket PC partner."
"The new Hitachi Pocket PC device is planned to not only deliver
Sprint customers high-speed, wireless access to corporate data
and the Internet, but provide the necessary built-in tools and
device features -- such as a keyboard and camera -- to quickly
and easily take action. A smart device, such as the Hitachi
Pocket PC device, is just one tool in the suite of solutions
offered through the PCS Clear Wireless Workplace that helps
ensure that mobile professionals who use Sprint service are more
productive and given an advantage in the ever-increasingly
competitive world of business," said John Garcia, senior Vice
President of sales and distribution for the PCS division of
Sprint.
Hitachi is working closely with mobile operators toward not only
retail availability but also enterprise availability of the
Hitachi Multimedia Communicator in the United States. The
Multimedia Communicator is planned to offer Microsoft Pocket PC
Phone Edition software that includes Pocket Outlook(R)
(contacts, calendar, inbox), pocket versions of Microsoft Word
and Excel, Pocket Internet Explorer browser software, Windows
Media(TM) Player, phone dialer and more such as an XScale 400MHz
processor, full-color TFT screen, camera, QWERTY keyboard and a
replaceable battery.
Hitachi Ltd. http://www.hitachi.com/,headquartered in Tokyo, is
a leading global electronics Company, with approximately 320,000
employees worldwide. Fiscal 2001 (ended March 31, 2002)
consolidated sales totaled 7,994 billion yen ($60.1 billion
(U.S.)). The Company offers a wide range of systems, products
and services in market sectors, including information systems,
electronic devices, power and industrial systems, consumer
products, materials and financial services.
Sprint is a global communications Company serving more than 26
million business and residential customers in over 70 countries.
With approximately 75,000 employees worldwide and more than $26
billion in annual revenues, Sprint is widely recognized for
developing, engineering and deploying state-of-the-art network
technologies, including the United States' first nationwide all-
digital, fiber-optic network and Sprint's award-winning Tier 1
Internet backbone. Sprint provides local voice and data services
in 18 states and operates the largest 100 percent digital,
nationwide PCS wireless network in the United States.
Founded in 1975, Microsoft is the worldwide leader in software,
services and Internet technologies for personal and business
computing. The Company offers a wide range of products and
services designed to empower people through great software --
any time, any place and on any device.
Microsoft, Windows, Outlook and Windows Media are either
registered trademarks or trademarks of Microsoft Corp. in the
United States and/or other countries. The names of actual
companies and products mentioned herein may be the trademarks of
their respective owners.
The Troubled Company Reporter-Asia Pacific reported that Hitachi
Ltd's cash and cash equivalents as of June 30, 2002 totaled
799.8 billion yen (US$6,665 million), a decline of 229.5 billion
yen (US$1,913 million) during the first quarter. Debt on June
30, 2002 stood at 2,952.7 billion yen (US$24,606 million), 45.4
billion yen (US$379 million) less than at March 31, 2002.
CONTACT: Waggener Edstrom for Microsoft (Press only)
Pamela Santos, 503/443-7000
pamelas@wagged.com
or
Rapid Response Team, 503/443-7070
rrt@wagged.com
or
Hitachi
Gerard Corbett, 650/244-7900
gerard.corbett@hal.hitachi.com
ISUZU MOTORS: December U.S. Vehicle Sales Off 0.4%
-------------------------------------------------
Following are Isuzu Motors Ltd (GM) U.S. sales of light trucks
in December 2002 versus the same year-earlier month and for the
year to date.
Percent changes are based on the daily sales rate and reflect 25
selling days this month vs. 26 in the month last year, and 307
this year to date vs. 307 last year to date.
Dec 2002 Dec 2001 % Change
All Vehicles 4,243 4,430 -0.4 %
Domestic Car 0 0 N.A.
Domestic Truck 3,809 3,568 11.0 %
Import Car 0 0 N.A.
Import Truck 434 862 -47.6 %
Dom+Imp Cars 0 0 N.A.
Dom+Imp Trucks 4,243 4,430 -0.4 %
Domestic Vehicles 3,809 3,568 11.0 %
Imported Vehicles 434 862 -47.6 %
Yr-to-Date Prev Year % Change
All Vehicles 52,992 82,380 -35.7 %
Domestic Car 0 0 N.A.
Domestic Truck 41,319 65,763 -37.2 %
Import Car 0 0 N.A.
Import Truck 11,673 16,617 -29.8 %
Dom+Imp Cars 0 0 N.A.
Dom+Imp Trucks 52,992 82,380 -35.7 %
Domestic Vehicles 41,319 65,763 -37.2 %
Imported Vehicles 11,673 16,617 -29.8 %
The Company is 49 percent owned by General Motors Corporation.
According to the Troubled Company Reporter-Asia Pacific, Isuzu's
mid-term plan has brought about solid improvement in the
operations. However, Isuzu could not beat the further
deterioration in the business environment. It postponed the
deadline for the numerical targets to one year later. Isuzu has
been suffering from financial burden in the course of
restructuring with the competitive edge of business in North
America and sales of commercial vehicles lowering.
MATSUSHITA ELECTRIC: Eyes New Payment System
--------------------------------------------
Matsushita Electric Industrial Co. may submit a new pay system
plan to its labor union for review in early January in the hope
that it can put the new pay system into practice as early as
fiscal 2004, which begins in April of that year, the Japan Times
said on Tuesday.
Division managers will conduct wage talks with employees rather
than the Company doing it as a whole. At the beginning of this
month, Matsushita reorganized its group operations into 11
divisions and eight units.
The Troubled Company Reporter-Asia Pacific reported that
Matsushita Electric Industrial Co.'s recovery is on track after
posting a group operating profit of 45.37 billion in the first
half ending September, versus a loss of 75.71 billion yen a year
earlier.
No earnings figures were officially given for the July-September
period.
The Company posted a group net profit of 17.85 billion yen for
the first half, reversing from a year-earlier loss of 69.47
billion yen.
MITSUBISHI CORPORATION: Enters Alliance With AmerWave
-----------------------------------------------------
AmberWave Systems, a Salem, New Hampshire-based Company that
develops strained silicon technologies, has formed a strategic
alliance with Mitsubishi Corporation to introduce strained
silicon to Japanese semiconductor manufacturers, reports Mass
High Tech Online.
The Japanese firm has an exclusive contract to sell AmberWave's
strained silicon products in Japan. In addition, Mitsubishi will
aid AmberWave in finding manufacturers who would license
AmberWave's technology. Financial terms of the agreement were
not released.
Strained silicon is a process through which silicon wafers are
manufactured by growing a layer of silicon germanium on top of a
silicon wafer.
The aim is to increase the processing speed of computer chips
while decreasing their power consumption. AmberWave is the first
Company to have a commercialized version of this new material
and process.
According to World'Vest Base, Mitsubishi Corporation as of 2001
has 3.7 trillion yen in current liabilities and fixed assets of
908.14 billion yen.
MITSUBISHI MOTORS: Spins Off Truck, Bus Business
------------------------------------------------
Mitsubishi Motors made its truck and bus business a separate
Company on Monday to focus on making passenger cars and reducing
debt, reports the Agence France-Presse, citing Mitsubishi Motors
President and Chief Executive Rolf Eckrodt.
The new firm, Mitsubishi Fuso Truck and Bus Corp, is a wholly
owned subsidiary of Mitsubishi Motors Corporation, but a major
stake will later be sold to DaimlerChrysler.
DaimlerChrysler, which owns 37.3 per cent of Mitsubishi Motors,
will take a 43 percent stake in the new Company for 89 billion
yen ($742 million).
Mitsubishi Motors would hold 42 percent while other Mitsubishi
group companies will take a 15 percent stake, the report said.
Mitsubishi Motors is expected to cut its debt to 1 trillion yen
in March from 1.26 trillion yen held at the end of September.
Wilfried Porth from DaimlerChrysler will be the President and
Chief Executive of Mitsubishi Fuso.
Mitsubishi Motors posted a net profit of 6.6 billion yen in the
first half to September 2002, reversing a loss of 31.5 billion
yen a year earlier.
RESONA HOLDINGS: Units File for Bankruptcy Proceedings
------------------------------------------------------
Resona Holdings, Inc. (Resona HD) announced that Shoei
Corporation and its affiliated companies, Shoei Real Estate Co.,
Ltd. and Aceland Co., Ltd. (collectively referred to as 'The
Companies'), which are customers of The Asahi Bank, Ltd.
(President: Yukio Yanase), a wholly owned subsidiary of Resona
HD and Asahi Bank Retail Finance Co., Ltd. (President: Masanobu
Kurihara), a consolidated subsidiary of Resona HD, filed
applications to the Tokyo District Court for commencement of
bankruptcy proceedings. Due to this development, there
arose a concern that the claims to the Companies may become
irrecoverable or their collections may be delayed. Details are
announced as follows:
1. Outline of The Companies
(1) Names
1. Shoei Corporation.
2. Shoei Real Estate Co., Ltd.
3. Aceland Co., Ltd.
(2) Address
1. 4-92 Sakuragi-cho, Saitama-shi, Saitama
2. 4-92 Sakuragi-cho, Saitama-shi, Saitama
3. 203 Shoei Residence, 1-397-2 Sakuragi-cho, Saitama-shi,
Saitama
(3) Representative
1. Tokumitsu Matsue
2. Tokumitsu Matsue
3. Keiichi Matsunaga
(4) Paid-in Capital
1. 251 million yen
2. 180 million yen
3. 30 million yen
(5) Line of Business
1. Civil engineering and construction
2. Real estate
3. Real estate
Fact Arisen to the Company and Its Date
1. Shoei Corporation: The Company filed an application to the
Tokyo District Court for commencement of bankruptcy proceedings
on January 6, 2003.
2. Shoei Real Estate Co., Ltd.: The Company filed an application
to the Tokyo District Court for commencement of bankruptcy
proceedings on January 6, 2003.
3. Aceland Co., Ltd.: The Company filed an application to the
Tokyo District Court for commencement of bankruptcy proceedings
on January 6, 2003.
Amount of the Claims to the Companies
1. Shoei Corporation Asahi Bank: Loans Y10.9B
2. Shoei Real Estate Co., Asahi Bank: Loans Y37.9B
Ltd. Asahi Bank Retail Finance: Loans: Y5.9B
3. Aceland Co., Ltd. Asahi Bank: Loans 3.7 billion yen
Daiwa Bank, Kinki Osaka Bank and Nara Bank, other subsidiaries
of Resona HD, have no claims to the Companies.
Impact of This Development on the Previous Earnings Forecast
This development does not affect the earnings forecasts for the
fiscal year ending March 31, 2003, which were announced on
November 25, 2002.
=========
K O R E A
=========
ASIANA AIRLINES: In Final Negotiations to Sell Operations
---------------------------------------------------------
Asiana Airlines Inc. is in final negotiations to sell its
catering operations in Asiana Airport Services as part of its
restructuring plan to raise cash and pay off debt, Dow Jones
said on Monday, citing Chief Executive Park Chan-bup.
The report said the sale of the stake in Asiana Airport Services
would be finalized before February, said Asiana spokesman Ahn
Jae-hwan.
Reports said Asiana is in talks with Deutsche Lufthansa AG
(G.LHA) to sell its catering business, but Asiana declined to
reveal whom it is negotiating with.
Park added that the airline would cut back flights on certain
domestic routes due to falling demand following the opening of
new highways in Korea.
GM DAEWOO: Restarts U.S. Exports
--------------------------------
GM Daewoo Auto & Technology Co. plans to restart exporting
vehicles except Matiz mini cars to the United States late this
year, JoongAng Ilbo reports, citing Nick Reilly, the President
and CEO of GM Daewoo.
When the General Motors Corporation acquired bankrupt Daewoo
Motor Co. last April, it left out Daewoo's U.S. sales
subsidiary, resulting in the suspension of exports to the United
States.
Mr. Reilly said that though the auto market outlook in Korea
this year is not bright, GM Daewoo will be able to raise its
market share by 3 to 4 percent, taking advantage of strong sales
of Kalos, Lacetti and Magnus brands. Down the road, the Company
plans to have a full lineup of cars, including a sport utility
vehicle and a luxury sedan.
HYNIX SEMICONDUCTOR: Withdraws From Sematech
--------------------------------------------
Hynix Semiconductor Inc. has withdrawn from International
Sematech (ISMT) as of December 31, 2002, Electronic News
reported Monday.
Hynix has been involved in a very public corporate restructuring
effort lately while it is expected to return to ISMT within the
next few months when that restructuring is complete.
The DRAM maker could not be reached for comment.
International Sematech http://www.sematech.orghas evolved into
the world's premiere research consortium, recently entering into
globalization with the formation of International Sematech from
the original consortium, Sematech. Member companies cooperate
precompetitively in key areas of semiconductor technology,
sharing expenses and risk. Their common aim is to accelerate
development of the advanced manufacturing technologies that will
be needed to build tomorrow's most powerful semiconductors.
DebtTraders reports that Hyundai Semiconductor's 8.625 percent
bond due in 2007 (HYUS07KRA1) trades between 60 and 65. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1
HYUNDAI SECURITIES: Woori Clarifies Interest in Buying Firm
-----------------------------------------------------------
Woori Finance made a statement clarifying its position to the
Korea Stock Exchange after an MBN TV report on Monday said that
it may buy Hyundai Securities Co., Bloomberg reports.
Woori Finance Holdings Co. haven't yet considered the
feasibility of acquiring Hyundai Securities Co., though it's
still keen to expand its brokerage business, citing Woori
spokesman Lee Won Chul said.
According to The Troubled Company Reporter-Asia Pacific, The
South Korean government is likely to auction off Hyundai
Securities Company separately.
Financially troubled Hyundai Investment Trust & Securities Co.
and Hyundai Investment Trust Management Co. expects to be sold
to U.S. based Prudential Financial Inc. (PRU). The deal could be
signed as early as in the first quarter, the report said.
KOREA ELECTRIC: Holds Unit Sale Tender on January 22
----------------------------------------------------
Korea Electric Power Corporation (KEPCO) will hold a tender on
January 22 to sell its power generation unit Korea South-East
Power Co. for $759 million, as part of its privatization
efforts, according to Reuters on Tuesday.
KEPCO plans to select more than one bidder at this month's
tender and hold a second tender as early as February to name
final negotiating partners.
Analysts estimate the deal could bring in 600 billion to 900
billion won ($506.3 million to $759.4 million).
The companies that showed interest in the unit are steel giant
POSCO, top oil refiner SK Corp, second-ranked refiner LG-Caltex
Oil, Korea Independent Energy Corporation and Hyosung
Corporation.
===============
M A L A Y S I A
===============
BESCORP INDUSTRIES: Posts Defaulted Payment Status Update
---------------------------------------------------------
As required by the Kuala Lumpur Stock Exchange Practice Note
1/2001, Bescorp Industries Berhad (Special Administrators
Appointed) hereby provides an update on its default in payment,
as enclosed at
http://www.bankrupt.com/misc/TCRAP_Bescorp0108.xls
The default by BIB as at 30 November 2002 amounted to
RM54,093,973.22 made up of a principal sum of RM32,220,139.42
plus RM21,873,833.80 in interest for revolving credit
facilities.
As at 30 November 2002, the remaining subsidiary companies of
BIB, namely Bescorp Construction Sdn. Bhd. (In Liquidation),
Bescorp Piling Sdn. Bhd. (In Liquidation), Bescorp Concrete Sdn.
Bhd. (In Liquidation), Bespile Sdn. Bhd. (In Liquidation),
Farlil Sdn. Bhd. (In Liquidation) and Waktu Cerah Sdn. Bhd.,
defaulted on a total sum of RM96,547,949.75 made up of a
principal sum of RM60,905,258.44 plus RM35,642,691.31 in
interest for revolving credit facilities, term loan, banker's
acceptance, hire purchase and lease facilities, and
RM57,453,856.88 for overdraft facilities.
There were no further developments since our previous
announcement with regard to this Practice Note.
BRIDGECON HOLDINGS: SC Gives Conditions on Proposed Debt Scheme
---------------------------------------------------------------
Further to the announcements dated 28 June 2002, 15 August 2002
and 30 August 2002, on behalf of Bridgecon Holdings Berhad
(Special Administrators Appointed), Public Merchant Bank Berhad
(PMBB) wishes to announce that the Securities Commission (SC)
had vide its letter dated 26 December 2002 approved the Proposed
Restructuring Scheme, as proposed, subject to amongst others,
the following conditions:
(i) BHB is required to appoint an independent audit firm
(which is experienced in investigative audit and has not been in
the past and is not the current auditor of the BHB Group) within
two (2) months from the date of the letter of approval of the SC
to conduct an investigative audit on the past business losses of
BHB. BHB is also required to take the necessary steps to recover
such losses. Based on the findings of the investigative audit,
BHB has to report to the relevant authorities if there has been
any breach to any laws, rules, guidelines and/or Memorandum and
Articles of Association by the directors of BHB and/or other
parties which resulted in the losses of BHB. The investigative
audit has to be completed within six (6) months from the date of
the appointment of the said independent audit firm and the
resultant findings have to be announced. Two (2) copies of the
investigative audit report must be made available to the SC
after completion of the investigative audit;
(ii) In the event the audited profit after taxation of
Premium Nutrients Berhad (PNB) for the financial year ending 31
December 2003 is less than the profit after taxation disclosed
to the SC, all the principal vendors of Premium Vegetable Oils
Berhad (PVOB) must repay the said deficit in cash, within thirty
(30) days after the accounts of PNB are audited;
(iii) In relation to the trade debtors which exceeded their
credit periods, that have been disclosed to the SC, PNB is
required to comply with the following requirements:
(a) BHB/PNB must make full disclosure in the information
circular to shareholders of BHB and PNB's prospectus in respect
of analysis of overdue trade debtors stating the amounts, credit
period exceeded, reasons thereto, and whether provisions have
been made in respect of debts that have exceeded the credit
period. In addition, the directors are required to provide
assessment and comments on the recoverability of debts that have
exceeded the said credit period in the information circular to
shareholders of BHB and prospectus of PNB;
(b) As disclosed to the SC on the recoverability of trade
debts that have exceeded the credit period, the directors of PNB
are required to provide written confirmation to the SC that the
said trade debts can be recovered; and
(c) If any trade debts that have exceeded the said credit
period above cannot be recovered within six (6) months from the
date of acquisition of PVOB, the principal vendors of PVOB are
required to compensate PNB in cash within thirty (30) days from
the expiry of the said six (6) months period;
(iv) With regards to the Inland Revenue Board (IRB) non-
approval in relation to deductibility of certain expenses and
Abatement of Income for Export (AAIE) and Abatement of 5%
Indigenous Malaysian Raw Material (AIM), PNB is required to
comply with the following requirements:
(a) BHB/PNB must make full disclosure in the information
circular to shareholders of BHB and PNB's prospectus in respect
of the aforesaid taxation issues including the full disclosure
of the taxation implication as analyzed by the reporting
accountants in the event the appeal on the aforesaid taxation
issues are not approved by the IRB; and
(b) In the event that the aforesaid taxation issues are not
approved by the IRB, the principal vendors of PVOB must
compensate PNB in cash within thirty (30) days from the date of
the letter of rejection from IRB on the said appeal;
(v) Full disclosure must be made in the information circular
to shareholders of BHB in respect of the following:
(a) Basis of arriving at the purchase consideration of
PVOB; and
(b) Specific justifications to support the purchase
consideration as well as PMBB's view on the reasonableness of
the said purchase consideration;
(vi) Full disclosure must be made in the information circular
to shareholders of BHB and PNB's prospectus in respect of the
following:
(a) Emphasis of matters by the reporting accountants and
PMBB. In addition, the directors of PNB must explain and address
the said "Emphasis of Matters" in the information circular to
shareholders of BHB and PNB's prospectus;
(b) Material litigations including assessment and effects
on the financial position of the PNB Group in the event the said
litigations are enforced. The said assessment and effects must
be supported by directors' declaration and analyzed by PMBB and
the reporting accountants;
(c) Risk/impact in relation to implementation of the ASEAN
Free Trade Area (AFTA) and World Trade Organization (WTO) and
effects on the competitive position of PNB as a result of the
implementation of AFTA and WTO. In addition, disclosure is also
required on the steps taken/to be taken to overcome any adverse
effects from the implementation of AFTA and WTO;
(d) Risk management plan and procedure to address the main
risks of the PNB Group, including risk of plant damage, fire
incident, explosion, electricity crisis, and other risk that
could disrupt the operations of the PNB Group; and
(e) Involvement of Y.Bhg. Tan Sri Dato' Dr. K. R.
Somasundram (Tan Sri) in Kewalram Oils Sdn Bhd and Minsawi
Industries (Kuala Kangsar) Sdn Bhd as director and the
justification provided by PMBB to support PMBB's view that the
aforesaid involvement will not give rise to a situation of
conflict of interest;
(vii) PNB Group must ensure that it has obtained all the
required valid license/permit to carry out its operations and
complies with all the imposed conditions, if any, prior to the
issuance of PNB's prospectus. In addition, PMBB is required to
provide the SC with written confirmation from the directors of
PNB that the conditions have been fully complied with;
(viii) Malim Sawit Sdn Bhd (MSSB)/PVOB must obtain the
Certificate of Fitness for Occupation in respect of MSSB's
premises within six (6) months from the date of the SC's
approval;
(ix) Any expenses relating to the proposed offer for sale
must be borned by the offeror and not PNB;
(x) PNB/PVOB is required to have a management succession
plan. The said plan is required to be finalized and disclosed in
the information circular to the shareholders of BHB and PNB's
prospectus;
(xi) In relation to the offer for sale of 20,000,000 shares
in PNB by way of private placement to public investors, PMBB/PNB
is required to comply with the following conditions:
(a) At least 30% of the said placement shares are required
to be allocated, where possible, to bumiputera investors;
(b) The placement of PNB shares is required to be carried
out through an independent placement agent (other than the
placement to bumiputera investors for purpose of complying with
the requirements of National Development Policy); and
(c) Upon completion, the adviser or independent placement
agent, where relevant, is required to furnish for information
purposes, the final list of investors and written confirmation
that the said placement complies with paragraph 10.06, Chapter
10 of the SC's Policies and Guidelines on Issue/Offer of
Securities (SC Guidelines);
(xii) The PNB Group is not allowed to venture into activities
not related to its core business for a period of at least three
(3) years after its listing on the Second Board of the Kuala
Lumpur Stock Exchange;
(xiii) The PNB Group must ensure that all its assets are
adequately insured and it has adequate insurance coverage for
potential accidents and damages that may arise as a result of
hazards and other risk of PNB's Group's operation;
(xiv) Directors and substantial shareholders of the PNB Group
are required to give an undertaking that they will not be
involved in any business which is similar/competes with the
business of the PNB Group and that they will not use any
information obtained through their involvement as directors and
substantial shareholders of the PNB Group which will result in
losses to the business and operations of the PNB Group.
Disclosure is required to be made in the prospectus of PNB that
the directors and the substantial shareholders of the PNB Group
are presently not involved in any business that are
similar/competes with those of the PNB Group. The directors of
PNB Group that hold full-time positions in the PNB Group, are
not allowed to hold full-time positions in their personal
businesses or other companies;
(xv) Any future business transaction between the PNB Group
and companies related to the directors/substantial shareholders
of the PNB Group are required to be carried out at arm's-length
basis and not based on terms which are detrimental to the PNB
Group. The existing transactions between the said parties
together with justification that such transactions are not
detrimental to the PNB Group, are required to be fully disclosed
in the prospectus of PNB. The Audit Committee of PNB is required
to observe and the Board of Directors of PNB is required to
report such transactions, if any, in the annual report of PNB;
(xvi) Upon completion of the allocation, PMBB/PNB is required
to provide written confirmation to the SC that the share
allocation to directors, employees, suppliers, customers and
agents of PNB, as proposed under the proposed restructuring
scheme of BHB, complies with the requirements under Chapter 10
of the SC Guidelines; and
(xvii) PMBB and PNB are required to fully comply with the
relevant requirements of the SC Guidelines in respect of the
aforesaid proposals.
In relation to PMBB's application for a waiver from the
requirements as set out in the SC Guidelines and "Format For
Reduced Paperwork" (SC Format), the SC's decision are as
follows:
(i) The application for a waiver from the SC from having to
comply with the moratorium requirements on 50% of the ordinary
shares of RM0.50 each in PNB to be received by the vendors of
PVOB pursuant to the acquisition of PVOB by PNB in accordance
with paragraph 18.09(5) of the SC Guidelines, is not approved.
As such, a moratorium is imposed on the 136,500,000 new ordinary
shares of PNB, representing 50% of the total shares in PNB to be
received by the vendors of PVOB. In relation thereto, they are
not allowed to sell, transfer or assign their shareholdings
under the said moratorium for one (1) year from the date of the
listing of the said shares on the Kuala Lumpur Stock Exchange.
Thereafter, they are only allowed to sell, transfer or assign
their respective shareholdings under moratorium up to a maximum
of one third (1/3) of the said shares per annum. The
abovementioned moratorium condition is also imposed on the
ultimate shareholders of certain of the vendors whereby all the
said ultimate shareholders are required to provide undertakings
that they will not sell, transfer or assign their shareholdings
in the respective companies for the duration of the
abovementioned moratorium condition.
However, the vendors of PVOB are allowed to avail themselves to
the SC's new Guidelines (to be announced) in line with the
implementation of the final phase of the disclosure based
regulation.
In connection thereto, the SC has no objection on PMBB/PNB's
proposal that the aforesaid moratorium condition be imposed on
the vendors as follows:
Vendor No. of shares under moratorium
National Land Finance
Co-operative Society Limited 41,806,760
Sunworth Corporation Sdn Bhd 28,646,329
Forad Management Sdn Bhd 12,498,599
Picavest Sdn Bhd 12,104,226
Y.Bhg. Tan Sri Dato' Dr. K. R. Somusundram 9,640,238
Dutavest (M) Sdn Bhd 8,179,439
Pica (M) Corporation Berhad 7,476,004
Oriental Development Finance Ltd 2,696,570
P. Balaram 3,070,044
Su Ming Keat 2,777,466
Bank Kerjasama Rakyat Malaysia Berhad 4,449,339
HSBC Nominees (Asing) Sdn Bhd 3,154,986
Total 136,500,000
(ii) PMBB's application for a waiver from having to, disclose
the material litigations of BHB in accordance with the SC Format
has been approved as proposed ; and
(iii) PMBB's application for a waiver from the requirement to
furnish the documents below, as stipulated under Chapter 19 of
the SC Guidelines, has been approved as proposed:
(a) Valuation report prepared by independent professional
valuers registered in Malaysia on the fair valuation of the
foreign assets proposed to be acquired;
(b) Experts' report, prepared by industry experts, on the
fairness of the total purchase consideration for the foreign
assets/securities proposed to be acquired; and
(c) Experts' report on the expected time-frame in which
profits are to be repatriated to Malaysia;
PMBB and PNB are required to provide written confirmation in
respect of compliance with all the above terms and conditions
imposed at the end of each financial year of PNB until the full
implementation of the aforementioned proposals, and all terms
and conditions stated above have been fully complied with.
PMBB and PNB are also reminded that any contravention or non-
compliance with any of the terms and conditions of the SC's
approval as stated above, is deemed as an offence under the
Securities Commission Act, 1993.
The Special Administrators of BHB, PNB, and the vendors of PVOB
are deliberating on the aforementioned terms and conditions of
the SC's approval. An announcement of their decision will be
made in due course.
CELCOM (MALAYSIA): Winding-Up Petition Hearing Fixed on June
------------------------------------------------------------
Further to the announcements dated 4 December 2002, 20 December
2002 and 24 December 2002, and pursuant to the requirements
under paragraph 9.19 (19) of the KLSE Listing Requirements,
Celcom (Malaysia) Berhad wishes to announce that the Company has
been served with a Winding Up Petition No: D3-28-1134-2002
(Petition) on 30 December 2002.
The Petition was filed by Inmiss Communication Sdn Bhd (Inmiss)
via its solicitors, Messrs Paul Ong & Associates in the Kuala
Lumpur High Court on 10 December 2002. It is fixed for hearing
on 11 June 2003.
As stated in the Company's announcement on 4 December 2002,
Inmiss is claiming a total sum of RM 17,702,019.79 purported to
be the balance amount outstanding for services rendered pursuant
to a Service Provider Agreement dated 30 May 1997. Inmiss is
claiming interest at the rate of 2% per month (which is not
provided for in the said Service Provider Agreement).
Inmiss alleged that the Company never disputed the debt (which
is denied) and that the Company had failed to pay its statutory
notice dated 11 June 2002. Celcom's application to prevent
Inmiss from filing a winding-up petition was dismissed on 15
November 2002 and an appeal against the decision was filed on 28
November 2002. No date has been fixed for hearing of the appeal.
On 24 December 2002, Celcom announced that an application for an
interim injunction was filed in the Kuala Lumpur High Court to
prevent Inmiss from taking any further steps in the winding-up
petition pending full disposal of our appeal . This application
was fixed for hearing on December 31, 2002 and the parties were
directed to file written submissions. The application was
adjourned for decision on 7 March 2003. In the interim, the
learned Judge granted Celcom a holding-over interim injunction.
The Petition is not expected to have any material financial
impact on Celcom's net tangible assets which stood at RM1,523
million as at the last audited accounts for the financial year
ended 31 December 2001 after adjusting for the corporate
exercises (the recapitalization exercise which includes internal
restructuring) and the prior year adjustments.
The Petition is also not expected to have any material impact on
the operations of Celcom Group as Inmiss is not the sole or
substantial content business partner for Celcom.
The Company is viewing the Petition seriously and is vigorously
taking every step to protect its interests and minimize the
adverse impact arising thereof.
DENKO INDUSTRIAL: SC OKS Proposed Debt Restructuring Exercise
-------------------------------------------------------------
Further to the announcements dated 5 June 2002, 30 August 2002
and 2 September 2002, on behalf of Denko Industrial Corporation
Berhad, Public Merchant Bank Berhad (PMBB) wishes to announce
that the Securities Commission (SC) had vide its letter dated 23
December 2002, which was received on 26 December 2002, approved
the Proposed Corporate and Debt Restructuring Exercise as
proposed.
The SC's approval is subject to the following conditions:
(i) In the event the audited profit after taxation of
Winsheng Plastic Industry Sdn Bhd (Winsheng), Aliran Mujarab Sdn
Bhd (AMSB), Yame Food & Confectionery Sdn Bhd (Yame), Lean Teik
Soon Sdn Bhd (LTSSB) and Eromax Industries Sdn Bhd (Eromax)
(Acquiree Companies) for the financial year/period ending 31
March 2003 is less than the profit after taxation disclosed to
the SC, the vendors of the respective Acquiree Companies must
repay in cash the said deficit to Denko within thirty (30) days
after the accounts of Winsheng, AMSB, Yame, LTSSB and Eromax are
audited;
(ii) Denko is required to appoint an independent audit firm
(which is experienced in investigative audit and has not been in
the past and is not the current auditor of the Denko Group)
within the next two (2) months from the date of the letter of
approval of SC to conduct an investigative audit on the past
business losses of Denko. Denko is also required to take the
necessary steps to recover such losses. Based on the findings of
the investigative audit, Denko has to report to the relevant
authorities if there has been any breach to any laws, rules,
guidelines and/or Memorandum and Articles of Association by the
directors of Denko and/or other parties which resulted in the
losses of Denko. Thereafter, Denko has to correct its corporate
governance. The investigative audit has to be completed within
six (6) months from the date of the appointment of the said
independent audit firm and the findings have to be announced.
Two (2) copies of the investigative audit report are to be
submitted to the SC after completion of the investigative audit;
(iii) In relation to the factory of Eromax which is located
at PT No. 3040, Mukim 11, Daerah Seberang Perai Tengah, Pulau
Pinang, the following must be fully complied with within a
period of six (6) months from the date of the letter of approval
of SC:
(a) To obtain the certificate of fitness for occupation for
the warehouse; and
(b) To rectify the building structures that are without
approval from the relevant authority, namely, the structure
around the warehouse building and between the warehouse and the
factory;
(iv) In relation to the existing business operations of the
Denko Group which is forecasted to continue registering losses,
the following must be fully complied with:
(a) Denko must make efforts to turnaround the said existing
business operation of the Denko Group within two (2) years from
the implementation date of the proposed corporate and debt
restructuring exercise of Denko. In the event the existing
business operations continue to experience losses after two (2)
years, the said business must be disposed of within one (1) year
from the expiry of the said two (2) year period;
(b) Full disclosure must be made in the circular to
shareholders and the abridged prospectus of Denko on all
business operations which are experiencing losses and the steps
taken/to be taken, together with the total amount which will be
incurred by Denko to turnaround the said business operations of
the Denko Group which are experiencing losses; and
(c) The Directors of Denko are required to analyze and
report in its quarterly announcement and annual report the
status of the turnaround operations of the Denko Group which are
experiencing the said losses for a period of two (2) years from
the implementation date of the proposed corporate and debt
restructuring exercise of Denko. The said analysis is to include
whether the said turnaround operation is progressing as
expected;
(v) The financial year for which the profit guarantee is
given by all the vendors of Winsheng, Yame and LTSSB must be co-
terminus with the financial year of Denko. In relation thereto,
PMBB/all vendors of Yame, LTSSB and Winsheng are required to
disclose to the SC, before the implementation of the proposed
corporate and debt restructuring exercise of Denko, details
relating to the profit guarantee after streamlining the
financial year of the said profit guarantee. All directors of
AMSB are required to furnish the SC with written declaration
that the profit forecast and projections of AMSB are reasonable
and are prepared based on the assumptions which are carefully
reviewed;
(vi) Yong Boon Cheong must disposed of his entire equity
interests in CPI (KL) Sdn Bhd, Helican Technology Sdn Bhd, Costa
Systems Sdn Bhd, Brandplus Sdn Bhd and Brandplus Precision
Plastic Sdn Bhd within a period of one (1) year from the
implementation date of the acquisition of Winsheng by Denko;
(vii) In the event Liew Young Choong becomes the executive
director of the restructured Denko Group, he is required to
disposed of his entire equity interests in Helican Technology
Sdn Bhd, Brandplus Sdn Bhd and Brandplus Precision Plastic Sdn
Bhd within a period of one (1) year from the date he becomes an
executive director;
(viii) All directors and substantial shareholders of the
restructured Denko Group are required to give undertaking that
they will not be involved in any business which is
similar/competes with the business of the Denko Group in the
future and they will not use any information obtained through
their involvement as directors and substantial shareholders of
the Denko Group which will result in losses to the business and
operation of the Denko Group.
In addition, all directors of the restructured Denko Group who
hold full time positions in the Denko Group are not allowed to
hold any full time position in their personal businesses or in
any other companies;
(ix) Any future business transactions between the Denko Group
and company related to the directors/substantial shareholders of
Denko are required to be carried out at arm's-length basis and
not based on terms which are detrimental to the Denko Group. Any
existing transactions between the said parties are required to
be fully disclosed in the circular to shareholders and abridged
prospectus of Denko. The Audit Committee of Denko is required to
monitor and the Board of Directors of Denko is required to
report such transactions, if any, in the annual report of Denko;
(x) The brand names of LTSSB, which are currently registered
in the name of Eromax, must be transferred to LTSSB;
(xi) In relation to the Acquiree Companies, the following
amounts must be settled before the acquisitions are implemented:
(a) All overdue trade receivables from the directors or
companies related to the directors/shareholders of the Acquiree
Companies; and
(b) All non-trade receivables from the directors or
companies related to the directors/shareholders of the Acquiree
Companies.
In addition, before the issuance of the circular to shareholders
of Denko, PMBB is required to furnish the SC with written
confirmation from the vendors/directors of the Acquiree
Companies that this condition is fully complied with;
(xii) In relation to the two-call rights issue of Denko, the
following must be complied with:
(a) The minimum subscription level for the said rights
issue must be disclosed in the circular to shareholders and
abridged prospectus of Denko together with the basis of
determining the said minimum subscription level; and
(b) NAA Holdings Sdn Bhd, the shareholder who has agreed to
give an irrevocable letter of undertaking to subscribe for the
rights issue shares, is required to furnish the SC confirmation
that it has sufficient financial resources to do so. In relation
thereto, the said confirmation must be verified by PMBB;
(xiii) The moratorium which is imposed on 35,819,002 new
ordinary shares of Denko, which represents 50% of the total
shares to be received by the vendors of the Acquiree Companies
is as per that stipulated under paragraph 18.09(5) of the SC's
Policies and Guidelines on Issue/Offer of Securities (SC
Guidelines). In relation thereto, they are not allowed to sell,
transfer or assign their shareholdings under the said moratorium
for one (1) year from the date of the listing of the said shares
on the Kuala Lumpur Stock Exchange. Thereafter, there are only
allowed to sell, transfer or assign their respective
shareholdings under moratorium up to a maximum of one third
(1/3) per annum of the said shares.
Details relating to the said moratorium, as proposed, are as
follows:
Vendor No. of shares to No. of shares under
be received by the vendor's moratorium
Yong Boon Cheong 28,841,263 14,420,632
Liew Young Choong 3,033,737 1,516,868
Ng Swee Yong 9,975,000 4,987,500
Ng Choy Wan 4,275,000 2,137,500
Chan Kok Hui 3,111,000 1,555,500
Chung Hun Siang 3,111,000 1,555,500
Teh Teik Eng 3,111,000 1,555,500
Ng Siak Keng 4,753,667 2,376,834
Fang Hang Teik 5,392,667 2,696,334
Chong Hut Hoo 4,753,666 2,376,834
Teoh Kim Lee 640,000 320,000
Teh Sai Kim 640,000 320,000
Total 71,638,000 35,819,002
However, Denko is allowed to follow the new SC Guidelines in
relation to moratorium on the sale of shares which will be
announced in due course under the disclosure-based regulation;
(xiv) Full disclosure is required to be made in the circular
to shareholders of Denko in relation to the following matters:
(a) Basis of determining each purchase consideration; and
(b) Detailed justification to support each purchase
consideration together with PMBB's opinion in relation to the
reasonableness of each of the said purchase consideration;
(xv) Full disclosure is required to be made in the circular
to shareholders and abridged prospectus of Denko in relation to
the following matters:
(a) A list of past major customers (which contribute 10% or
more to the total turnover of the respective Acquiree
Companies), including total sales, length of relationship,
whether the respective companies to be acquired depend on such
major customers together with steps taken/to be taken to reduce
dependence on the major customers or steps taken/to be taken to
ensure continuous business with such major customers;
(b) Risk management plan and action to deal with the major
risks of the restructured Denko Group, including risk of fire,
electricity supply crisis and other emergencies which could
disrupt the operations of the Denko Group;
(c) There is no record of the Acquiree Companies operating
as a group and comments from the directors of Denko on how to
manage the businesses of the Acquiree Companies, which are
different, together with steps taken/to be taken by Denko to
ensure that all the Acquiree Companies can operate as a group in
the future; and
(d) The outstanding bank loans of Skiva Holdings Sdn Bhd
and Skiva Marketing Sdn Bhd where Denko has given a profit
guarantee together with the assessment of directors of Denko on
the effects on the future profitability of the Denko Group
resulting from this contingent liability;
(xvi) In relation to the trade debtors of the Acquiree
Companies, full provision is required to be made for trade
debtors where amounts are in dispute, legal proceedings that
have been initiated/taken or have been outstanding for more than
six (6) months. In addition, before the acquisitions of the
Acquiree Companies are implemented, PMBB is required to furnish
SC with written confirmation from the directors of the
respective Acquiree Companies that this condition is fully
complied with;
(xvii) The vendors of AMSB, namely Ng Swee Yong and Ng Choy
Wan, must give SC written declarations that they are the
beneficial shareholders of AMSB and they do not hold the said
shares for other parties;
(xviii) Service contracts of at least three (3) years must be
entered into with the key management of all the Acquiree
Companies upon completion of the acquisitions of the said
companies;
(xix) Denko together with all the Acquiree Companies are
required to have a management succession plan for all the
companies to be acquired. The said plan is required to be
finalized and disclosed in the circular to shareholders and
abridged prospectus of Denko;
(xx) SC's approval is required to be obtained for any
amendment to the terms and conditions issued, including any
amendment to the terms and conditions of the private debt
securities;
(xxi) PMBB is required to furnish the SC and Bank Negara
Malaysia with Borang FMF/JPB (Facility Maintenance File) before
issuance of the private debt securities;
(xxii) PMBB is required to inform the SC once the final total
private debt securities is fixed, the total number issued, issue
price and subscribers together with the total number which will
be subscribed (if applicable) before the private debt securities
is issued;
(xxiii) PMBB is required to furnish the SC with a certified
true copy of the final trust deed; and
(xxiv) PMBB and Denko are required to fully comply with the
requirements relating to the abovementioned proposals as
stipulated in the SC Guidelines.
In relation to the application by PMBB for a waiver from the
requirement of the SC Guidelines relating to fixing of
conversion price of ICPS and issue price of the rights shares,
the said application to fix the conversion price of ICPS and
issue price of the rights shares at RM1.00 before obtaining the
SC's approval for the proposed corporate and debt restructuring
exercise is approved as proposed.
In relation to the application by PMBB for a waiver from the
public shareholding spread requirement as stated in the SC
Guidelines, the SC has no objection for Yong Boon Cheong to
dispose of shares issued to him via open market and/or placement
to comply with the said public shareholding spread requirement
subject to the condition that Yong Boon Cheong is required to
ensure that the said public shareholding spread requirement will
be fully complied with within a period of six (6) months from
the implementation date of the proposed acquisitions.
The Board of Directors of Denko and the vendors of the Acquiree
Companies are currently deliberating on the abovementioned terms
and conditions of the SC's approval, the announcement of the
decision of which will be made in due course.
FURQAN BUSINESS: RAM Assigns BB3 Rating to RM37.66M RCLS
--------------------------------------------------------
Ratings Agency Malaysia Berhad (RAM)has assigned a BB3 rating to
Furqan Business Organization Bhd's RM37.66 million Redeemable
Convertible Loan Stocks (RCLS). FBO is the "white knight" that
has been selected to revive the financially distressed Austral
Amalgamated Bhd (AAB) and to assume the latter's listed status.
The RCLS serves as part-settlement to certain Scheme Creditors
of AAB under a comprehensive restructuring scheme, which also
includes a capital reduction and reconstruction, a capital-
raising exercise as well as the injection of new businesses into
FBO.
The rating is supported by RM12 million worth of net proceeds
from the disposal of AAB's 20%-stake in City Finance Bhd ("CFB")
to EON Finance Bhd in December 2000, which has been deposited
into a sinking fund. A sinking fund has been set up for the
redemption of the RCLS - to capture proceeds from the exercise
of warrants as well as any receipts from the
disposal/liquidation of AAB's unencumbered assets, including the
20%-stake in CFB. However, we note that the exercise of warrants
depends very much on the sentiments surrounding the stock
market.
As an integral part of the restructuring scheme, 2 companies -
Eastern Biscuits Factory Sdn Bhd ("EBF") and Wilayah Leasing
(WL) - have been injected into FBO. EBF is the owner of an
integrated commercial-retail-hotel complex in Kota Bharu,
Kelantan, while WL's principal activity is the provision of
leasing and credit facilities. Upon the completion of the
restructuring scheme, FBO will focus on these 2 assets on top of
developing the core assets of AAB, which comprise approximately
720 acres of land located mainly in Serendah, Selangor.
Despite the profit guarantee from the vendors of EBF for the
next 3 years, FBO's operational cash flow is envisaged to be
challenged in meeting the full redemption of the RCLS. FBO will
need to borrow another RM88 million to fund the development of
AAB's core assets over the next 3 years. More importantly,
proceeds from the sales of these core assets will first be
utilized towards the settlement of certain scheme debts.
Nevertheless, we note that upon maturity, any outstanding RCLS
not redeemed or previously converted will be automatically
converted into new ordinary FBO shares.
FW INDUSTRIES: PDCR Talks With Financial Institutions Underway
--------------------------------------------------------------
The Board of FW Industries Bhd informed that it is still
negotiating with one or two major Financial Institution lenders
which have not given their approvals-in-principle on the
Proposed Corporate and Debts Restructuring Scheme (PCDR). In
view of the time needed, the Company had on 24 December 2002 via
its Corporate Adviser, Southern Investment Bank Berhad applied
to the Exchange for an extension of time to make the Requisite
Announcement until 3 February 2003. The approval for the
application is still pending and its outcome would be announced
upon receipt of the same.
KELANAMAS INDUSTRIES: Posts Proposed Scheme Status
--------------------------------------------------
On 26 November 2001, Kelanamas Industries Berhad had entered
into a Memorandum of Understanding (MOU) with MP Technology
Resources Berhad (MPTR), Tai Seng Plastic Industries Sdn Bhd
(Tai Seng) and other companies, in relation to a proposed scheme
to regularize its financial condition.
Subsequently on 28 February 2002, KIB had entered into a
Restructuring Scheme Agreement (RSA) with MP Technology
Resources Berhad (MPTR) which involves the injection of the
following companies into MPTR.
a) Tai Seng Plastic Industries Sdn Bhd (Tai Seng)
b) Eng Zan Machinery & Trading Sdn Bhd (Eng Zan)
c) Highlight Plastic Machinery Sdn Bhd (HL)
d) VCM Precision Sdn Bhd (VCM)
e) Tralvest (M) Sdn Bhd (Tralvest)
f) MP Plastic Industries Sdn Bhd (MPPI)
(Collectively referred to herein as 'New Business')
The New Business is a group of companies involved in the
manufacturing of plastic related products. Pursuant to the
Proposed Restructuring, MPTR would assume the listing status of
KIB. Under the RSA, KIB and the New Business agreed to undertake
and implement a restructuring scheme which is subject to
approval from the authorities and consist of the following
exercises:
a) Proposed Acquisition of KIB;
b) Proposed Acquisition of SBM Food Industries Sdn Bhd;
c) Proposed Scheme of Arrangement;
d) Proposed Acquisition of New Business;
e) Proposed Special Issue;
f) Proposed Offer for Sale;
g) Proposed Acquisition of MPR;
h) Proposed Acquisition of Plastronic;
i) Proposed Transfer of Listing Status;
j) Proposed Disposal/Liquidation; and
k) Proposed General Offer Waiver (GO Waiver)
(Collectively referred to herein as 'Proposed Restructuring')
The transactions contemplated above are inter-conditional to
each other save for the Proposed Acquisition of MPR, Plastronic
and Disposal/Liquidation. The Proposed Acquisition of MPR,
Plastronic and Disposal/Liquidation are conditional upon the
completion of the other proposals under the Proposed
Restructuring but not vice versa.
On 3 May 2002, Am Merchant Bank Berhad has made announcement on
behalf of the Board of Directors of KIB to seek the approval of
KLSE for an extension of time of three (3) months, from 3 May
2002 to 3 August 2002 for KIB to make the submission of its
proposal to the authorities.
On 18 June 2002, Am Merchant Bank has made announcement on
behalf of the Board of Directors of KIB that Kuala Lumpur Stock
Exchange has, vide its letter dated 17 June 2002, approved the
Company's application for an extension of time to make the
required submission to the authorities. The extension of time is
effective from 3 May 2002 to 3 August 2002.
KIB has submitted the Proposed Restructuring to the Securities
Commission on 30 August 2002. For further details, kindly refer
to the announcements made by Am Merchant Bank Berhad on behalf
of KIB on 2 August 2002 and 30 August 2002.
Kuala Lumpur Stock Exchange has, vide its letter dated 9
September 2002, approved the Company's application for an
extension of time from 3 August 2002 to 30 August 2002 to make
the required submission to the authorities. As previously
announced, the submission had been made to the relevant
authorities on 30 August 2002.
The Foreign Investment Committee has vide its letter dated 21
November 2002, approved the Proposed Restructuring Scheme. For
further details, kindly refer to the announcement made by Am
Merchant Bank Berhad on behalf of KIB dated 2 November 2002.
The Securities Commission has via its letter dated 31 December
2002, approved the Proposed Restructuring Scheme subject to
conditions as stated in the said letter.
KRETAM HOLDINGS: Capital Reduction Petition Hearing Scheduled
-------------------------------------------------------------
On 4 March 2002, Kretam Holdings Berhad announced that KHB is
considered an "affected listed issuer" pursuant to paragraph 4.1
of PN4 of the Listing Requirements of the KLSE. Further to the
said announcement, the Company wishes to announce the status of
its plan to regularize its financial condition.
The Petition for the Reduction of the Share Capital and Share
Premium Account of the Company has been fixed for hearing in the
High Court of Sabah and Sarawak at Sandakan on 28 January 2003.
L&M CORPORATION: Defaulted Payment Stands RM58,047,804.54
---------------------------------------------------------
The Special Administrators (SA) of L & M Corporation (M) Bhd
wish to inform the Exchange that the total default payments to
financial institutions, in respect of various credit facilities
granted to its subsidiary company, L&M Geotechnic Sdn Bhd, based
on the latest available information provided by financial
institutions as at 30 November 2002 was RM58,047,804.54.
As announced on 2 December 2002 and 10 December 2002, the
Proposed Corporate and Debt Restructuring Scheme ("Proposed
CDRS") was submitted to the Securities Commission ("SC") on 22
November 2002 and to the Foreign Investment Committee as well as
the Ministry of International Trade and Industry on 3 December
2002, and are presently awaiting their approvals.
In addition to the above, L&M has also submitted an application
for a waiver from Mandatory General Offer obligation in respect
of the Proposed CDRS to the SC as announced on 11 December 2002.
Remarks: Default payments are not reported in respect of certain
subsidiaries and L&M, which are either in liquidation or under
Special Administration.
MECHMAR CORPORATION: Companies Commission Delists Dormant Unit
--------------------------------------------------------------
Mechmar Corporation (Malaysia) Berhad informed that at the
extraordinary general meeting of the Company held on 31 December
2002 at the Auditoruim of the Company at No 1,Jalan Perunding
U1/17, Seksyen U1, Hicom-Glenmarie Industrial Park, 40150 Shah
Alam, Selangor Darul Ehsan at 10 am , the following ordinary
resolution was duly passed by the shareholders at the said
meeting.
PROPOSED DISPOSAL OF A FREEHOLD PROPERTY KNOWN AS BECOR HOUSE,
MINSTER HOUSE AND WAREHOUSES AT GREEN LANE AND POPLAR AVENUE,
LINCOLN (HM LAND REGISTRY TITLES LL32397 AND LL154209) TO
LINCOLN CORN EXCHANGE AND MARKETS (1991) LTD BY A SUBSIDIARY
INCORPORATED IN UNITED KINGDOM, BIB PROPERTY LTD FOR A TOTAL
CASH CONSIDERATION OF œ1,700,000 (RM9, 860,000)
THAT approval be and is hereby given for BIB Property Ltd, the
Company's subsidiary incorporated in United Kingdom, to dispose
off a freehold property known as Becor House, Minster House and
Warehouses at Green Lane and Poplar Avenue, Lincoln (HM Land
Registry Titles LL32397 and LL154209) to Lincoln Corn Exchange
and Markets (1991) Ltd (the Purchaser) for a total cash
consideration of œ1,700,000 (RM9, 860,000) upon and subject to
the terms and conditions as stipulated in the Sales and Purchase
Agreement.
AND THAT the directors of the Company and BIB Property Ltd be
and are hereby empowered and authorized to do all acts, deeds
and things as may be necessary to give effect and complete the
Sales and Purchase Agreement dated 18 October 2002, entered into
between BIB Property Ltd and the Purchaser in respect of the
Proposed Disposal.
The Company also informed that its wholly owned subsidiary ,
Thermomax (Malaysia) Sdn Bhd which has been dormant since 1998
following cessation of its business has been delisted by the
Companies Commission of Malaysia on 26 December 2002 pursuant to
Section 308 (2) of the Companies Act, 1965
MECHMAR CORPORATION: In Loan Settlement Negotiations
----------------------------------------------------
Alliance Merchant Bank Berhad has proceeded with legal action to
recover their outstanding loan of RM 7.3M and out standing Bank
Guarnatee Commission of RM 2.025M from Mechmar Corporation
(Malaysia) Berhad. The Company is in negotiations to settle the
outstanding loan by installment but in dispute over the
computation of the Bank Guarantee Commission.
Other than as stated above, the Group is paying off the rest of
the loans in default by agreed installment schedules.
The list of loans in default as at 31 December 2002 can be found
at http://www.bankrupt.com/misc/TCRAP_Mechmar0108.xls.
MENTIGA CORPORATION: Updates Regularization Plan Status
-------------------------------------------------------
Further to the status report made on 2 December 2002, Mentiga
Corporation Berhad informed on the following development in
relation to the Company's regularization plan:
i) That the Company had on 31 December 2002 made the following
Requisite Announcement:
- Proposed acquisition of an oil palm estate located in the
district of Rompin, Pahang Darul Makmur from the Board of
Trustees of Yayasan Pahang for a total consideration of
RM95,000,000.00 (Proposed Acquisition);
- Proposed amendments to the Articles of Association of
Mentiga Corporation Berhad (Proposed Amendments); and
-Proposed increase in the authorized share capital of Mentiga
Corporation Berhad (Proposed IASC).
(The Proposed Acquisition, Proposed Amendments and Proposed IASC
shall hereinafter be collectively known as the "Proposals").
That an application pertaining to the abovementioned Proposals
has been submitted to the Securities Commission on 31/12/2002.
ii) That the following Requisite Announcement made on 26 June
2002 had been aborted:
a) Proposed disposal of its entire equity interest of 56% in
Selat Bersatu Sdn Bhd comprising 5,600,000 ordinary shares of
RM1.00 each for a total cash consideration of RM11,200,000.00;
and
b) Execution of Memorandum of Understanding for the Proposed
Acquisitions of the entire equity interest in two companies,
namely Singamip Industry Sdn bhd and PT Singamip Jaya
Electronic, by Mentiga Corporation Berhad.
NAUTICALINK BERHAD: Faces Winding-Up Petition
---------------------------------------------
The Board of Directors of Nauticalink Berhad is obliged to
announce that a Winding-Up Petition has been served against the
Company as follows:
1. The Company has been served with a sealed copy of the
Winding-Up Petition by Malayan Banking Berhad at the Registered
Office of the Company on Monday, 30th December 2002.
2. As per the Petition, the Company is indebted to the
Petitioner for the sum of RM627,435.41 together with interest
thereon at the rate of 9.40% per annum on monthly rests from 1st
October 2001 until the date of full payment and costs of
RM225.00.
3. The circumstances leading to the filing of the Winding-Up
Petition were due to default on the part of the Company in
respect of its Overdraft Facillity as granted by Malayan Banking
Berhad which led to the said Bank instituting legal action
against the Company from issuing of Demand Notice to obtaining
final judgment of the Kuala Lumpur High Court in Writ of Summons
No. D1-22-2063-2001 dated 17th January 2002 and ultimately,
presentation of the said Petition at the Kuala Lumpur High Court
on 28th October 2002.
4. At the moment, the Management and Company's Corporate
Advisers are still negotiating with prospective "white knights"
in working out a fresh corporate restructuring scheme.
Therefore, we are unable for the time being to determine the
operational and financial impact of the said Petition on the
Company.
5. There shall be no additional expected losses arising from the
Winding-Up Petition except for the total amount claimed of
RM627,435.41 together with the interest accrued and costs as
mentioned above.
6. The Company will continue to pursue its negotiations with the
Petitioner in conjunction with the corporate restructuring
scheme which is expected to be resolved amicably. Further, the
Company will endeavor to secure an acceptable corporate
restructuring scheme.
REKAPACIFIC BERHAD: Restructuring Proposal Status Unchanged
-----------------------------------------------------------
The Board of Directors of RekaPacific Berhad wishes to make the
following announcement in relation to the status of the
Restructuring Proposal (Twenty Third Monthly Status
Announcement):
1. There has been no change in the status of the Restructuring
Proposal as the listing status of the Company is presently the
subject matter of legal proceedings.
2. On 10 December 2002, the Company received a reminder letter
from the Kuala Lumpur Stock Exchange (KLSE) stating that all
regulatory approvals necessary for the implementation of the
regularization plan are to be obtained by 31 December 2002 (the
Stipulated Deadline) failing which, and where the company has
not been given any further extension of time, the KLSE will
commence de-listing procedures.
3. On 27 December 2002 the Company replied to the aforesaid
letter in which, inter alia, it reiterated the contents of its
earlier letter dated 30 August 2002 (announced in its Nineteenth
Monthly Status Announcement dated 3 September 2002).
4. On 31 December 2002, the Company received a reply from the
KLSE. Following therefrom, the Company will submit an
application to the KLSE for an extension of time to comply with
Practice Note 4/2001 within 5 market days, i.e. on or before 8
January 2003.
5. In respect of the on-going judicial review proceedings
against the Securities Commission and the Kuala Lumpur Stock
Exchange in the matter of the de-listing of the Company from the
Official List, the developments are as follows:
(i) The hearing date of the substantive judicial application
has been fixed for 19 February 2003. However, the Company has
filed an application to stay the hearing of the said substantive
judicial review application (Enclosure 9) pending final disposal
of the Company's appeal to the Court of Appeal against the
dismissal of its applications for discovery and interrogatories,
and leave to cross-examine (Enclosure 11 and 18 respectively).
The hearing date for the Company's stay application has been
fixed for 23 January 2003;
(ii) On 18 December 2002, the Company was served with an
unsealed copy of an application by the KLSE for the Company to
provide security for costs in the sum of RM50,000 in respect of
the Company's appeal to the Court of Appeal against the
dismissal of its applications for discovery and interrogatories,
and leave to cross-examine (Enclosure 11 and 18 respectively);
and
(iii) On 30 December 2002, the Company was served with a
sealed copy of an application by the KLSE for the Company to
provide security for costs in the sum of RM75,000 in respect of
the substantive judicial review application. The hearing date
has been fixed for 15 January 2003.
SCK GROUP: Discloses Proposed Restructuring Scheme Details
----------------------------------------------------------
Further to the "First Announcement" made on 26 February 2001 and
the last Monthly Announcement made on 2 December 2002 in
relation to the above, SCK Group Berhad announced the status of
the Company's plan to regularize the Company's Financial
Condition for the month ended 31 December 2002 as follows:
1. MONTHLY UPDATE ON THE STATUS OF SCK PLAN
TO REGULARISE THE COMPANY'S FINANCIAL CONDITION
The Company has announced on 30 December 2002 a proposed revised
restructuring scheme to address the Company's PN4 status.
Details of the proposed restructuring scheme are attached in the
file found at http://www.bankrupt.com/misc/TCRAP_SCK0108.doc.
2. FURTHER ANNOUNCEMENTS
Further announcements on the progress of the implementation of
SCK plan would be made monthly or as and when required.
SOUTHERN PLASTIC: Gets Conditional Approvals From FI Creditors
--------------------------------------------------------------
On behalf of Southern Plastic Holdings Berhad, Commerce
International Merchant Bankers Berhad, in relation to the
Proposals, announced that the Company has received several
conditional approvals-in-principle from its Financial
Institution Creditors (FI Creditors) for the Proposed Debt
Restructuring. Based on the amount owing to the FI Creditors as
at 31 May 2002 (the Cut-off date), the Company has received
conditional approvals-in-principle of 68.3 percent from its
unsecured FI Creditors representing 33.3 percent of the number
of unsecured FI Creditors and 82.5 percent from its secured FI
Creditors representing 66.7 percent of the number of secured FI
Creditors respectively.
The Proposals refers to:
- Proposed Restricted Issue;
- Proposed Special Bumiputera Issue;
- Proposed Acquisitions;
- Proposed Debt Restructuring;
- Proposed Exemption Under the Malaysian Code of Take-Overs
and Mergers, 1998 (Code); and
- Proposed Increase in the Authorized Capital
SPORTMA CORPORATION: Discloses Audit Committee Members
------------------------------------------------------
Sportma Corporation Berhad informed that following the
resignation of Mr Ho Boon Chian as the Independent Non Executive
Director and Chairman of the Audit Committee on 28 June, 2002,
the existing Audit Committee of the Company currently comprise:
Ahmad Mokhtar bin Dato' Zainal Abidin - Independent Non-
Executive Director
Yap Chi Keong - Executive Director
As the above vacancy has yet to be filled at this point in time,
the Company does not comply with the following Kuala Lumpur
Stock Exchange Listing Requirements (KLSE Listing Requirements):
Paragraph 15.10(1)(a) : the audit committee must be composed of
no fewer than 3 members
Paragraph 15.11 : The members of an audit committee shall elect
a chairman from among their number who shall be an independent
director
Paragraph 15.20 : In the event of any vacancy in the audit
committee resulting in the non-compliance of subparagraphs
15.10(1) above, a listed issuer must fill the vacancy within 3
months.
The Company has not been in compliance with the aforesaid
Paragraphs for the following reasons:
1) Sportma and its subsidiaries have ceased operations and the
Company is currently under the administration of Special
Administrators since 9 September 1999, appointed pursuant to
Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998;
2) Both Mr Robert Teo Keng Tuan and Mr Chew Chong Eu, the
Special Administrators of Sportma, are members of the Malaysian
Institute of Accountants (MIA);
3) One of the existing members of the Audit Committee, namely Mr
Yap Chi Keong, is a member of MIA;
4) All powers and functions of the Board of Directors of Sportma
and consequently the Audit Committee during the tenure of
Special Administration are subject to the approval of the
Special Administrators;
5) A Monitoring Accountant, namely Mr Chew Chong Eu has been
appointed for Sportma pursuant to paragraph 6.0 of Practice Note
4/2001 of the KLSE Listing Requirements;
6) Sportma is in the process of implementing the Proposed
Corporate and Debt Restructuring Scheme. The Securities
Commission has granted the Company an extension of time until 2
May 2003 to complete the above exercise.
7) The Special Administrators will ensure that all key
objectives of the KLSE Listing Requirements are adhered to by
the Company during the tenure of the SA.
Notwithstanding the above, the Exchange has via their letter
dated 20 December, 2002 (ref : SB/205 (183)), granted the
Company an extension of time until 2 May 2003 to comply with the
aforesaid Paragraphs of the KLSE Listing Requirements subject to
the following conditions:-
a) Quarterly reports to the Exchange (Listing Operations
Divisions) as to Sportma's efforts or progress to comply with
the relevant audit committee requirements.
b) The majority of the audit committee must comprise of non-
executive directors.
TAT SANG: Provides Defaulted Facilities Status Update
-----------------------------------------------------
Further to the announcement dated 25 November 2002, Tat Sang
Holdings Berhad provided an update on the details of all banking
facilities which are currently in default as per attached Table
1 at http://www.bankrupt.com/misc/TCRAP_TatSang0108.doc.
The Company inform that the hearing date of the following legal
suits are fixed as follow :
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 Judgment on the 1 August
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 and the plaintiff did not proceed with further action.
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 19 August 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
Statements of Claims dated 16 May 2002 and application for
Summary Judgment which was fixed for hearing of the Order 14
Application on 20 June 2002 was fixed for decision on 23 August
2002.
Decision : The judgment was obtained on 23 August 2002, the
plaintiff's application for summary judgment against the
defendants was allowed by the Senior Assistant Registrar. Notice
of Appeal was filed and the hearing date was fixed on 9 December
2002. Due to the judge on leave on that date, the matter was
postpone to the next hearing date which have not been confirmed
by the Court.
4. Bank Pembangunan & Infrastruktur Malaysia Berhad ("BPIMB") -
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 defense on 8 August
2002. Hearing date was fixed on 28 November 2002. The BPIMB had
filed an application for summary judgment under Order 14 of the
Rules of the High Court 1989 together with the necessary
affidavit in support of application for the aforesaid sum. The
next hearing date is fixed on 15 January 2003.
UNIPHOENIX CORPORATION: Formulating New Restructuring Scheme
------------------------------------------------------------
Reference is made to the announcement made on 31 December 2002
in relation to the termination of the Proposed Restructuring
Scheme.
Further to the announcement, the Board of Directors of
Uniphoenix Corporation Berhad announced that the Company is in
the final stages of formulating a new Restructuring Scheme
involving amongst others; reduction of share capital and
subsequent consolidation, debt reconstruction with UCB's
Creditors under Section 176 of the Companies Act, 1965,
arrangement with UCB shareholders for the exchange of shares of
UCB with that of a special purpose vehicle (Newco) to be
identified to take over the listing status of UCB, and
acquisition of new assets by Newco (collectively known as
Proposed Corporate Exercises).
The Company has finalized negotiations with certain parties for
the injection of new assets into Newco and the information on
the proposed acquisition are set out in Section 2 below.
An announcement will be released at later date upon finalization
of the terms of the Proposed Corporate Exercises.
INFORMATION ON THE PROPOSED ACQUISITION
Proposed Acquisition
On 31 December 2002, the Company entered into a conditional
Heads of Agreement with Messrs Dato' Yee Weng Loon and Jane
Ch'ng Hui Leng (Vendors) for the proposed acquisition of entire
equity interest in Irama Spektrum Sdn Bhd (ISSB) by Newco.
ISSB has agreed to enter into a joint venture arrangement with
Murna Jaya Development Berhad (Landowner) the beneficial owner
of the following nine (9) pieces of land measuring in total area
of approximately 1,621.76 acres (Land). The Land is situated in
Bandar Sungai Buaya and is sited approximately 45km north of
Kuala Lumpur city. Bandar Sungai Buaya is located between Rawang
and Bukit Beruntung.
The Land shall be transferred and registered in the name of ISSB
before the completion of the Proposed Restructuring Exercise.
The proposed development for the Land is mixed residential
development comprising of the following components:
a) Low and medium cost apartments;
b) Double storey and single storey link houses; and
c) Shop office and commercial complex.
Development of the Land is expected to commence in year 2003.
The indicative purchase consideration for the Proposed
Acquisition of ISSB has been proposed at RM494.507 million.
The Proposed Acquisition is subject to the execution of a formal
Restructuring Agreement in respect of the Proposed Corporate
Exercises to be executed by UCB, the Newco and the Vendors.
Purchase Consideration
The indicative purchase consideration of the Proposed
Acquisition of about RM494.507 million is proposed to be
satisfied by issuance of new Ordinary Shares and/or Redeemable
Convertible Preference Shares in Newco.
Basis of Purchase Consideration
The indicative consideration for ISSB of RM494.507 million was
arrived at willing buyer and seller basis.
Adjustment of Purchase Consideration
The purchase consideration may be adjusted subject to valuation
by an independent Valuer as well as subject to the financial and
legal due diligence to be carried out.
WOO HING: Awaits SC's Decision on SA's Workout Proposal
-------------------------------------------------------
Woo Hing Brothers (Malaya) Berhad informed that the relevant
submissions in relation to the Special Administrators' Workout
Proposal dated 8 August 2002 (WP) have been made to the
Securities Commission (SC) and the Company is currently awaiting
the decision from the SC on the submissions.
COMPANY PROFILE
WHB offers a wide range of watches. It has Agency Rights
(exclusive rights) for the distribution of selected brands of
time pieces in Malaysia and Dealership Rights (exclusive and
non-exclusive rights to be dealers for selected brands of time
pieces in Malaysia). These Agency and Dealership Rights have no
expiry period and terms of renewal. The Agency Rights allow WHB
to appoint other retailers as dealers whilst the Dealership
Rights are assigned solely to the WHB Group. The Group has also
expanded into the wholesale of watches.
The origins of the Company (WHB) may be traced to Woo Hing
(Singapore) Pte Ltd, in Singapore. Its first retail outlet in
Kuala Lumpur was established at Jalan Bukit Bintang in November
1951. From this beginning, the WHB Group now has five retail
outlets in Kuala Lumpur.
With effect from 2 March 2000, Pengurusan Danaharta Nasional Bhd
has appointed Special Administrators (SA) for the Company to
assume full control of the Company's affairs and assets. The SA
has entered into a MOU with Jiwa Ragam Sdn Bhd on 28 August
2000, with a view to restructure the Company so as to settle
and/or manage its debts. A due diligence exercise on the assets
to be injected into the Company under the restructuring exercise
is being carried out and is expected to be completed in August
2001.
The debt moratorium of 12 months, which took effect from the
appointment of the SA on 2 March 2000, has been extended for
another 12 months.
CONTACT INFORMATION: Lot B1, Blok B
1st Floor, KL Plaza
179, Jalan Bukit Bintang
55100 Kuala Lumpur
Tel : 03-2441233
Fax : 03-2422228
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOMMUNICATIONS: Ties Up With Hutchison Global
-------------------------------------------------------
Benpres Holdings Corporation (BPC) unit Bayan Telecommunications
Inc. has entered a partnership deal with Hutchison Global
Communications in providing videoconference service to Filipino
workers in Hong Kong, BPI Securities reports.
BayanTel launched the "Video Tawag" last December 29. In Hong
Kong, the service is called "Face-to-Face Kisses", an extension
of the "Kisses" international pay phone cards that Hutchinson
previously launched for overseas workers.
According to the Troubled Company Reporter-Asia Pacific, Bayan
Telecommunications Inc. expects to narrow its full year net loss
to 2.4 billion pesos due to lower interest rates and improved
operations.
Chief Finance Officer Gary Olivar said the Company will be
"conservative" in capital expenditures though other officials of
the Company have said the capex budget for next year will be
higher than this year's 1 billion pesos.
INTERNATIONAL CONTAINER: Closing Rail-Serviced Container Depot
--------------------------------------------------------------
International Container Terminal Services Inc. will permanently
close down by the first of week of next month the operations of
its rail-serviced inland container depot (ICD) in Calamba,
Laguna.
The terminal was formerly operated by subsidiary ICX Corp, which
was absorbed by ICTSI.
Business in the inland container depot had not taken off as
expected due to the slower industrial growth in the Cavite,
Laguna, Batangas, Rizal and Quezon provinces, the depot's main
market, ICTSI said.
For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_ICTC0107.pdf
NATIONAL POWER: Sees Increase in Electricity Rates
--------------------------------------------------
The Philippine National Power Corporation (NPC) expects an
increase in its electricity rates by about 0.2869 pesos per KwH
once it complies with stricter fuel standards under the Clean
Air Act, AFX Asia said on Monday.
The stricter benzene and aromatics content requirement for fuel
took effect on January 1, 2003.
An unnamed Napocor official said that oil companies' compliance
with the fuel standards would increase fuel prices by about 1.25
pesos per liter, which would translate into a 0.2869 pesos per
KwH increase in power rates.
The Napocor official added that it may take time before the
Company could pass on the increase to customers since an order
from President Gloria Macapagal-Arroyo pegging its fuel
purchased cost adjustment (FPCA) at 0.40 per KwH is still in
effect.
FPCA is a cost recovery mechanism for Napocor that covers
changes in the prices of fuel used in power generation.
Napocor is the major supplier of Manila Electric Co. and other
power distributors.
PHILIPPINE LONG: Employees Return to Work on Tuesday
----------------------------------------------------
Striking employees of the Philippine Long Distance Telephone Co.
(PLDT) returned to work on January 7, but vowed to stage mass
actions in the coming days, AFX Asia reports, citing PLDT labor
union President Peter Pinlac said.
The Labor department ordered the strikers to return to work
within 24 hours upon receipt by PLDT of the notice, while the
National Labor Relations Commission has submitted the dispute
for compulsory arbitration.
"We decided last night to return to work today but we are
planning to stage... mass actions and elevate the issue to
sector levels," Pinlac said in a telephone interview.
PLDT has decided to cut jobs to eliminate redundancies while
revenues from its landline business remain weak.
=================
S I N G A P O R E
=================
ISOFTEL LTD: Disposing Interest in Thailand Firm
------------------------------------------------
The Directors of iSoftel Limited announced that the Company has
on 20 December 2002 disposed of the Company's entire
shareholding interest in iSoftel Thailand Ltd iSoftel Thailand
comprising 14,700 shares of Baht 100 each (the Sale) Shares
representing 49 percent of the issued and paid-up share capital
of iSoftel Thailand to Mr Kriengkrai Sriananraksa for cash
consideration of S$100,000. The consideration was arrived at on
a willing-buyer willing-seller basis.
With the disposal, iSoftel Thailand ceased to be a subsidiary of
the Company.
Rationale for the disposal of the Sale Shares
The Company is consolidating its resources and focusing on a few
countries to sell its products and services and hence decided to
dispose its interest in iSoftel Thailand. iSoftel Thailand has
been appointed as the Company's exclusive authorized distributor
in Thailand on a yearly basis subject to terms and conditions in
the Distribution Agreement.
Financial Effects of the Disposal
The disposal of the Sale Shares does not have any material
impact on the earnings per share and the net tangible assets per
share of the Company for the financial year ended 31 December
2002.
Directors and Substantial Shareholders' Interests
None of the Directors or substantial shareholders of the Company
has any interest, direct or indirect, in the transaction.
The Board of Directors announced in September 2001 that the
first half-year results of the Company and Group are expected to
be worse than anticipated. The businesses of the Company and
Group, faced with significant slowdown in the telecommunications
industry, more particularly, in the US and Asian markets, have
declined substantially in the last two quarters. The Group also
is facing the growing trend of delayed investments from
customers who, in anticipation of the continued worsening
economic situation, have opted for prudence and prefer to defer
any new expansionary investment plans.
NATSTEEL LIMITED: Posts Changes in Shareholder's Interest
---------------------------------------------------------
Natsteel Limited posted a notice of changes substantial
shareholder Y.S. Fu Holdings Pte. Ltd's interest:
Date of notice to Company: 06 Jan 2003
Date of change of deemed interest: 03 Jan 2003
Name of registered holder: Standard Chartered Bank
Circumstance(s) giving rise to the interest: Others
Please specify details: Acquisition pursuant to open market and
off market purchases
Shares held in the name of registered holder
No. of shares, which are the subject of the transaction:
3,101,217
% of issued share capital: 0.83
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$2.06
No. of shares held before the transaction: 125,374,497
% of issued share capital: 33.56
No. of shares held after the transaction: 128,475,714
% of issued share capital: 34.39
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before the transaction: 125,374,497
% of issued share capital: 33.56
No. of shares held after the transaction: 128,475,714
% of issued share capital: 34.39
Total shares: 128,475,714
The percentages above have been computed based on 373,558,237
shares issued as at 18 December 2002.
NIPPECRAFT LIMITED: Updates Further Developments With Banks
-----------------------------------------------------------
Nippercraft Limited reported on the progress of negotiation with
the Company's bankers, disposal of wholly owned subsidiary and
KPMG's role for the month of December 2002.
The Company wishes to update on the following development for
the month of December 2002:
(a) There are no further developments with the banks.
(b) Completion for the disposal of Collins office Products
International Limited to APP Printing (Holding) Pte Ltd had
taken place on 30 December 2002.
(c) KPMG is continuing in its role as stated in the Company's
previous announcements.
WEE POH: Finalizing Annual Report
---------------------------------
The Board of Directors of Wee Poh Holdings Limited informed its
shareholders and the general public that, pursuant to our
announcement on 17 December 2002, the Company is presently still
in the process of working with its Auditors to finalize its
Annual Report for the financial year ended 30 June 2002.
The Group shall use its best endeavors to complete this process
of consultation as soon as possible, and barring unforeseen
circumstances, it is anticipated that the Annual Report for the
financial year ended 30 June 2002 will be released to the
shareholders and the general public as soon as practicable, and
in any event, on or before 31 January 2003.
===============
T H A I L A N D
===============
NATURAL PARK: Administrators Posts 2003 Holidays
------------------------------------------------
On behalf of Natural Park Public Co., Ltd., NPK Management
Service Co,Ltd. (Plan Administrator) announced the holidays for
the year 2003, as follows:
New year's Day Wednesday 1 January
Substitution for Makha Bucha Day Monday 17 February
Substitution for Chakri Memorial Day Monday 7 April
Songkran Festival Day Monday 14 April
Tuesday 15 April
National Labor Day Thursday 1 May
Coronation Day Monday 5 May
Visakha Bucha Day Thursday 15 May
Buddhist Lent Day Monday 14 July
H.M.The Queen's Birthday Tuesday 12 August
Chulalongkorn Memorial Day Thursday 23 October
H.M.The King's Birthday Friday 5 December
Constitution Day Wednesday 10 December
New Year's Eve Wednesday 31 December
SIAM STRIP: Files Reorganization Petition to Bankruptcy Court
-------------------------------------------------------------
Iron products producer and distributor Siam Strip Mill Public
Company Limited (DEBTOR)'s Petition for Business Reorganization
was filed to the Central Bankruptcy Court:
Black Case Number 148/2544
Red Case Number 225/2544
Petitioner : SIAM STRIP MILL PUBLIC COMPANY LIMITED #1ST, CITY
BANK N. A. (TOKYO) COMPANY LIMITED # 2ND, ITOSHO CORPORATION
#3RD AND SUMITOMO CORPORATION #4TH.
Planner : S.S.M. Planner Company Limited
Debts Owed to the Petitioning Creditor : 26,541,000,000 Baht
Date of Court Acceptance of the Petition : February 27, 2001
Date of Examining the Petition: March 26, 2001 at 9.00 AM
Court Order for Business Reorganization and Appointment of
Planner : March 26, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: March 30, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : April 26,
2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: July 26, 2001
Planner postponed the date of submitting the reorganization plan
#1st to August 26, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to September 26, 2001
Appointment Date for the Meeting of Creditors to consider the
Reorganization Plan: October 25, 2001 at 9.30 am. Evergreen
Hall, Evergreen Laurel Hotel, North Sathorn Road,
The Meeting of Creditors had a resolution not accepting the
reorganization plan pursuant to Section 90/48
Court had issued an Order Cancelled the Order for Business
Reorganization on November 22, 2001
Announcement of Court Order Cancelled the Order for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: November 29, 2001
Announcement of Court Order Cancelled the Order for Business
Reorganization in Government Gazette : December 18, 2001
Contact : Ms. Piyanant Tel, 6792525 ext. 114
SUN TECH: Plan Implementation Extended Until Dec 2003
-----------------------------------------------------
In reference to the Central Bankruptcy Court order on approval
to Sun Tech Group Public Company Limited's Business
Reorganization Plan, Srisongkram Planner Company Limited, as the
Administrator of the Company, reported the progress of the
implementation of the plan, which are as follow:
On December 20, 2002, The Steering Committee had a resolution as
the specified in clause 11.1 of a plan to extend the
implementation of the plan in case of the condition precedence
from December 31, 2002 to December 31 2003. The Plan
Administrator has informed the Central Bankruptcy Court about
the resolution on January 2,2003.
WONGPAITOON GROUP: Preparing Reorganization Plan Amendment
----------------------------------------------------------
Pursuant to the Central Bankruptcy Court issuing an order
approving the Business Reorganization Plan of Wongpaitoon
Group Company Limited on December 22, 2000. The consequence of
this is that Wongpaitoon Planner Company Limited is the Plan
Administrator of the Company and has the authority to implement
the Plan in the management of the business and assets of the
Company. The Planner hereby informed the progress of the Plan
implementation as follows:
1. Asset purchase from Siam Unisole Co., Ltd.
The Company is preparing for an amendment to the Plan, in which
assets purchase from Siam Unisole Co., Ltd. is a concerning
issue. Therefore, the majority creditors consent on extending
the proceeding period as regards signing the assets purchase
contract and issuing shares for this transaction to the date of
completing the amendment process or no later than 30 June 2003.
2. Collateral
The Company mortgaged the fourth mortgage on land and building
to 9 creditors. On the other hand, the first mortgage
on assets purchased from Siam Unisole Company Limited to the
creditors has not completed as a consequence of the reason
mentioned on 1. However, the majority creditors approve to
extend the proceeding period to the date of completing the
amendment process or no later than 30 June 2003.
3. Agreement with Reebok
The Company continues to be a manufacturer of Reebok and is
solely licensee and distributor for all Reebok products in
Thailand until 31 December 2007.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
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The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
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subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***