/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/030121.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Tuesday, January 21, 2003, Vol. 6, No. 14 Headlines A U S T R A L I A ANACONDA NICKEL: Court Approves Financial Restructuring ANACONDA NICKEL: Issues December Results ANACONDA NICKEL: Lodges Court Orders With ASIC BO LONG: Court Adjourns Investment Scheme Hearing to Feb 28 CAPE RANGE: Releases Capital Raising Update CTI COMMUNICATIONS: Requests Trading Halt KALREZ ENERGY: Oseil Continues to Flow, Load ONE.TEL: Avoiding Costs Out of Proportion to Creditor Benefits TUART RESOURCES: Accepts Ascent's Recapitalization Plan C H I N A & H O N G K O N G ARDEN DESIGN: Winding Up Petition Hearing Set CLUB KOKUSAI: Winding Up Hearing Scheduled in February GOLD MART: Winding Up Petition Slated for Hearing INNOVATIVE INTL: Hires Agent for Odd Lot Holders VANTAGE PROFIT: Winding Up Petition Pending VISION DYNAMIC: Winding Up Sought by Nan Fung I N D O N E S I A BANK DANAMON: Divesting Up to 70% of Shares J A P A N DAIHATSU MOTOR: Italian Unit Enters Liquidation DAIICHI MUTUAL: Court Orders Y16.36B Payment to Gibraltar HAZAMA CORPORATION: Releases Reconstruction Plan ISUZU MOTORS: Launches New JV Firm With GM MINOLTA CO.: Board OKs Stock Swap Deal SEGA CORPORATION: Unit President Resigns Amid Sagging Sales SEIBU DEPARTMENT: Closing Four Outlets in August TAKARABUNE CO.: Files for Commencement of Rehab Proceedings TORAY INDUSTRIES: Listing Additional Shares K O R E A CHOHUNG BANK: PFOC Selects Primary Negotiating Partner Next Week CHOHUNG BANK: Shinhan May Scrap Compensation Request for Loans KOREA THRUNET: Hanaro Tosses Deal to Buy Firm M A L A Y S I A AKTIF LIFESTYLE: Still in Restructuring Talks With Bankers FEDERAL FURNITURE: Subsidiary Served Tax-related Writ of Summons HAP SENG: Disposes Entire Shareholdings in Dormant Units HOTLINE FURNITURE: FIC Gives PRS Conditional Approval JASATERA BERHAD: Revises Proposed Recapitalization Exercise JUTAJAYA HOLDING: Inks PCDRS Agreement With GMB LAND & GENERAL: All Resolutions Approved at EGM MALAYSIA MINING: Posts Notice of Voluntary Offer NCK CORPORATION: Appoints Messrs Horwath as Audit Firm NCK CORPORATION: FCT Enters Debt Settlement Agreement PANGLOBAL BERHAD: GMS December Coal Volume Reaches 49,779.56mt PICA (M) CORP.: Acquires Two Dormant Securities Investment Units PLUS EXRESSWAYS: ELITE Merger Plan Indefinite REKAPACIFIC BERHAD: Indra Summary Judgment Application Dismissed TECHNO ASIA: Releases Dec 2002 Production Figures UNIPHOENIX CORPORATION: Inks Restructuring Agreement With ISSB UNIPHOENIX CORPORATION: Restraining Order Expired P H I L I P P I N E S METRO PACIFIC: Takes in New Partner for Nenaco NATIONAL POWER: Cuts Workforce to 3,800 on Restructuring NATIONAL POWER: PSALM Issues $250-M Bonds to Raise Funds NATIONAL POWER: Expects P37.5B Losses This Year UNIWIDE HOLDINGS: SEC Approves Asset Swap With Creditors S I N G A P O R E CHARTERED SEMICONDUCTOR: May Cut More Jobs This Month CHEW EU: Scheme of Arrangement Update I.R.E. CORPORATION: Issues Profit Warning NATSTEEL LTD: Posts Notice of Shareholder's Interest SINGAPORE PRESS: Dissolving Final Three Subsidiaries WEE POH: Amends AGM Notice T H A I L A N D BANGCHAK PETROLEUM: SET Lifts `H' Sign From Securities BANGKOK STEEL: Undergoes Major Shareholder Change PRESIDENT PARK: Files Business Reorganization Petition - - - - - - - - ================= A U S T R A L I A ================= ANACONDA NICKEL: Court Approves Financial Restructuring ------------------------------------------------------- The Supreme Court of Western Australia on Friday gave formal approval to the Schemes of Arrangement covering the secured Scheme creditors of Anaconda Nickel Limited's two subsidiaries, Murrin Murrin Holdings Pty Limited and Anaconda Nickel Holdings Pty Ltd following the creditors vote on 8 January 2003 to accept the Schemes. Approval was also given to similar Schemes in respect of Glenmurrin Pty Ltd and Glencore Nickel Pty Ltd. Subject to final Board approval Anaconda will proceed with the previously announced pro-rata renounceable rights issue of 6.46 billion shares (representing 14 new shares for every ordinary share in issue) at 5 cents per share, to raise a total of A$323 million. Part of the proceeds of the Rights Issue are to be used to fund Anaconda's portion of the cash payment to its secured Scheme creditors. The proposed timetable for the Rights Issue is as follows: ISSUE TIMETABLE BUSINESS DATE DAY Lodgment of Court order approving Zero 20 Jan 2003 Schemes with ASIC. Lodgment of Prospectus with ASIC. Announcement of Pro Rata Issue. Lodge Prospectus and Appendix 3B with ASX. Company sends notice to Shareholders containing information required by Appendix 3B. Ex Date(1) 1 21 Jan 2003 Rights trading starts. Record date for determining rights entitlements. 5 28 Jan 2003 Dispatch of prospectus to shareholders. 6 & 7 29 and 30 Jan 2003 Last day for dispatch of prospectus to shareholders. Offer opens. 8 31 Jan 2003 Rights trading ends. 13 7 Feb 2003 New securities are quoted on deferred settlement basis. 14 10 Feb 2003 Offer closes. 18 14 Feb 2003 Allot & issue shares and dispatch holding statements. 25 & 26 25 Feb 2003 Deferred settlement trading ends. and Advise ASX of outstanding information 26 Feb 2003 required by Appendix 3B. Payment to Scheme Administrator for distribution to MMS's and ANH's Secured Creditors. ASX quotes new securities. 27 27 Feb 2003 Scheme Administrator makes payment to MMS's and ANH's Secured Creditors. 28 28 Feb 2003 (1) The date on which the ASX changes the basis of quotation of Anaconda's Ordinary Shares to signify that the Ordinary Shares and Rights are no longer attached. CONTACT INFORMATION: John Quayle, Company Secretary +61 8 9212 8400 Tony Dawe, Ward Holt Corporate Communication +61 8 9221 8722 ANACONDA NICKEL: Issues December Results ---------------------------------------- Anaconda Nickel Limited released its December Quarter results on Friday, January 17, 2003. For a copy of the result, go to http://www.bankrupt.com/misc/TCRAP_Anaconda0121.pdf. Key features of the report included: * Nickel production of 6,852 tonnes was 9% lower than the previous quarter (7,629 tonnes), due to a series of power failures in October and December. The power failures largely resulted from initial design and construction defects in the power plant. A program to correct these defects will commence during a scheduled maintenance shut down in late January. * Anaconda announced that the Murrin Murrin Joint Venture participants (Anaconda 60%, Glencore 40%) have resolved to fund all further costs in relation to the balance of claims for approximately A$300 million against Fluor Daniel in Phase 2 of the arbitration process. The decision was taken after secured creditors voted on 8th January 2003 against further funding costs for Phase 2, and in doing so relinquished their rights to claim any and all proceeds arising from the arbitration. Formal hearings are scheduled to commence in September 2003. * Anaconda's two subsidiaries, Murrin Murrin Holdings Pty Limited (MMH) and Anaconda Nickel Holdings Pty Limited (ANH) have now successfully concluded the approval process for the creditor's schemes of arrangement with the secured creditors with final court approval granted on Friday in the Western Australian Supreme Court. The courts' approval allows Anaconda to lodge prospectus documents with ASIC/ASX for its fully underwritten 14:1 renounceable rights issue. Commenting on the key features of the December Quarter results, Anaconda CEO Peter Johnston said" "Production remains erratic, although the trends are encouraging. Improving overall plant integrity and boosting nickel recoveries is essential to delivering plant performance. These problems are being addressed and rectified through our capital program, which is well advanced and continuing throughout 2003." "Safety remains our highest operational priority. Lost Time InjuryFrequency Rate (LTIFR) remains high but we are investing a lot of time and effort implementing our new Safety Management Systems and improving safety awareness among employees and contractors on site." "The decision by the Murrin Murrin Joint Venture to continue funding Phase 2 of the Fluor Daniel arbitration provides potential upside for Anaconda shareholders. Unlike Phase 1, Fluor Daniel has no counter-claims against Anaconda in Phase 2, and we remain hopeful of a successful outcome. The decision by secured creditors not to further fund Phase 2 possibly reflects their desire for a clean exit at the conclusion of the debt restructuring and recapitalization process." "Court approval of the creditors scheme of arrangement means the rights issue can proceed without delay, and the debt restructuring and recapitalization process remains on schedule to be finalized by March." ANACONDA NICKEL: Lodges Court Orders With ASIC ---------------------------------------------- The Court order approving the Schemes of Arrangement of the secured creditors of Anaconda Nickel Limited's two subsidiaries, Murrin Murrin Holdings Pty Limited (MMH) and Anaconda Nickel Holdings Pty Ltd (ANH), has been lodged with ASIC. This announcement is made in accordance with the ASX waiver from the requirements of Listing Rule 7.40 "Compliance with timetables", granted to ANL and announced on 19 December 2002. ANL confirms the timetable for the Rights Issue to fund MMH's and ANH's portion of the cash payment to their secured creditors under the Schemes of Arrangements. BO LONG: Court Adjourns Investment Scheme Hearing to Feb 28 ----------------------------------------------------------- Three people on Friday appeared in the Brisbane Magistrates Court on charges laid by the Australian Securities and Investments Commission (ASIC). ASIC alleges that between July 1997 and April 1999, Ms Donna Tung Sing Ho dishonestly used her position as an officer of Bo Long International Development Co Pty Ltd (Bo Long) to gain an advantage for herself or Mr Henry Shui Sing Ho. Mr Ho and another man, Mr Mark Andrew Sweeney have been charged with being involved in the alleged contraventions. The charges relate to the alleged use of company funds to purchase real estate and motor vehicles for personal use by Ms Ho and Mr Ho. The case was adjourned for further mention at the Brisbane Magistrates Court on 28 February 2003. Bail was granted upon conditions set by the Court. In January 2002, following an investigation into the scheme operated by Bo Long and other related companies, ASIC obtained Supreme Court orders appointing receivers to the companies. In the Supreme Court proceedings ASIC alleged that $6.7 million in investor funds had been paid to the Bo Long group, allegedly to assist mainland China with various infrastructure projects, such as the supply of gas meters and electronic police monitoring devices. The Commonwealth Director of Public Prosecutions is prosecuting the matter. CAPE RANGE: Releases Capital Raising Update ------------------------------------------- The directors of Cape Range Wireless Limited are pleased to advise that, following approval for the transaction at a General Meeting of Shareholders, which was held on 20 December 2002, the Company has issued 828,876,000 shares and 828,876,000 options, exercisable at 5 cents. These securities were issued equally to Farrant Ltd and Web Kingdom Ltd, for a total consideration of A$16,000,000. The Company, under instruction from Web Kingdom Ltd and Farrant Ltd, does not intend applying for listing of these shares in the near future. The Company has also completed the placement of 29,367,925 contributing shares of 5 cents each, paid to 2 cents. The remainder of the contributing shares, which were offered by prospectus were allowed to lapse. Application for listing of the contributing shares has been made to the ASX. The Company confirms that there is no information of the kind that would be required to be disclosed under sub-section 713(5) of the Corporations Act if a prospectus were to be issued by the Company in reliance on Section 713 of the Corporations Act. According to Wrights Investors, at the end of 2001, the Company had negative working capital, as current liabilities were A$3.25 million while total current assets were only A$1.16 million. It has reported losses during the previous 12 months and has not paid any dividends during the previous 2 fiscal years. CTI COMMUNICATIONS: Requests Trading Halt ----------------------------------------- The securities of CTI Communications Limited will be placed in pre-open at the request of the Company, pending the release of an announcement by the Company. Unless ASX decides otherwise, the securities will remain in pre-open until the earlier of the commencement of normal trading on Wednesday, 22 January 2003 or when the announcement is released to the market. Wrights Investors' Service reports that at the end of 2001, CTI Communications had negative working capital, as current liabilities were A$8.26 million while total current assets were only A$6.46 million. KALREZ ENERGY: Oseil Continues to Flow, Load -------------------------------------------- Kalrez Energy Limited is a 2.5% shareholder in the Seram Joint Venture that operates the Oseil oilfield. The major shareholder, and Operator of the JV, is KUFPEC (Indonesia) Limited with 97.5%. Production from the Oseil oilfield commenced on December 30th 2002, with processing taking place through a Temporary Production System (TPS) nominally rated to approximately 12,000 barrels per day throughput. The TPS facility is a temporary process facility to be utilized until the permanent facilities currently being installed are completed. Current expectations are that the permanent facilities will be available during April 2003. REPORTING PERIOD FROM MIDNIGHT TO MIDNIGHT 05/01/2003 12/01/2003 Oil produced for the 54,167 barrels of oil period Average daily production 7,738 barrels of oil for the period Cumulative oil produced 79,475 barrels of oil Oil sold during the period 0 barrels of oil Oil in stock 79,475 barrels of oil The above represent total production from the Oseil oilfield. Kalrez entitlement is 2.5% of this production after deducting operating costs and Indonesian government entitlements. COMMENTS Commissioning of the TPS continues as problems associated with foaming of the crude oil and process temperature stabilization continue to cause periodic process disruption. Rates are anticipated to increase over the next week, as commissioning proceeds. Commencing Monday 20th January 2003, further reports will be issued weekly on the commissioning of the TPS facility. Following completion of commissioning and stabilization of production rates, the company intends to revert to monthly reporting on Oseil production. Wrights Investors' Service reports that at the end of 2002, the Company had negative working capital, as current liabilities were A$6.23 million while total current assets were only A$4.64 million. It also reported losses during the previous 12 months and has not paid any dividends during the previous 4 fiscal years. ONE.TEL: Avoiding Costs Out of Proportion to Creditor Benefits -------------------------------------------------------------- The administration and subsequent liquidation of One.Tel gave rise to 236,500 creditors with a potential claim against One.Tel of $100 or less. The aggregate of such claims was $2.8M. 69% of those persons have potential claims of $10 or less. The company supplied phone services to many customers who typically paid for services in advance, and when One.Tel ceased to trade those services were not delivered. The liquidators anticipated a dividend of .30 on the dollar to creditors. They calculated that the associated costs of communicating with these small creditors and processing their dividends could amount to $8.3M. This included out-of-pocket expenses for preparation and mailing of notices, and professional time of a junior staff member. Clearly this is a cost disproportionate to the anticipated dividend. Consequently the liquidators sought permission from the court to allow them to avoid paying a dividend to a creditor if that dividend were less than $25, and another order to avoid complying with the regulations for creditors with claims of $100 or less. Under the Bankruptcy Act and its accompanying regulations, if a dividend due to a creditor is less than $25.00, the trustee in bankruptcy need not pay that dividend. The liquidators asked the court to apply that rule via s.553E of the Corporations Act, which enables the bankruptcy provisions. TUART RESOURCES: Accepts Ascent's Recapitalization Plan ------------------------------------------------------- Tuart Resources Limited had accepted a proposal by Ascent Capital Pty Ltd (Ascent Capital) to recapitulate Tuart and all subsidiary companies associated with the Preston Vale vineyard with the objective (if successful) of maximizing the value of Tuart's investment in the Preston Vale vineyard. The decision by Tuart follows months of Intensive negotiations canvassing the Australian wine market for an equity participant in Tuart. The Chairman of Tuart Resources Limited Mr Martin Bennett said that the need to proceed with a recapitalization proposal for Tuart had become more urgent with the need to put forward a Deed of Company Arrangement for the creditors of Southern Wine Corporation Limited. Immediately prior to Christmas Ascent Capital proposed a Deed of Company Arrangement for the Creditors of Southern Wine Corporation Limited, which was accepted by the creditors. The Deed needs to be implemented prior to 28 February 2003. In order to implement the Ascent Capital recapitalization plan: 1. Mr Bob Hendrie, the Managing Director of Tuart and Mr Eddie Saunders, a non-executive Director have both resigned as Directors; 2. two of the Executive Directors of Ascent Capital, Mr Gary Steinepreis and Mr Hugh Warner have been appointed to the Board of Tuart; 3. the new Tuart Board has resolved to appoint Mr John Carrello of PKF Chartered Accountants as an Administrator of Tuart. Mr Bennett said it was an integral part of the Ascent Capital proposal that Tuart be placed in a managed voluntary administration to enable Tuart to quantify all liabilities and negotiate a settlement schedule via a Deed of Company Arrangement. Mr Bennett added the Board was confident Tuart creditors would support the proposed Deed of Company Arrangement and Ascent Capital already received support for its proposal from a number of creditors. The Deed of Company Arrangement proposed will be structured in two parts being both a formal Deed of Company Arrangement and a Creditors Deed of Trust whereby all assets and liabilities of Tuart allocated to creditors will be held in trust to enable Tuart to be released from administration as soon as possible. Upon acceptance of the terms of the Deed of Company Arrangement by the creditors, it is proposed to seek Tuart shareholder approval for the following resolutions: 1. ratification of the issues of securities to Ascent Capital and/or its nominees of 113,193,718 fully paid ordinary shares (post consolidation 3,773,155) as a result of the exercise of a performance option; 2. approve the consolidation of the share capital of Tuart on a 1 new share for every 30 existing shares; 3. approve the bonus issue of a converting share to each existing Tuart shareholder (pre consolidation) whereby in the event that Tuart achieves a commercial resolution to retaining control of the underlying Preston Vale vineyard these converting shares convert into fully paid ordinary shares thus reducing the dilution factor on consolidation to 1/15; 4. approval for the placement of 55,000,000 fully paid ordinary shares (post consolidation) to Ascent Capital and its nominees in consideration of $55,000. As part of this issue Ascent Capital proposes to allocate to Empresa Management Pty Ltd (a company associated with the General Manager of Tuart, Mr Frank Ashe) 5,500,000 fully paid ordinary shares (post consolidation) in consideration for $5,500,00 cash and an ongoing management support role during the Deed of Company Arrangement and implementation of the Ascent Capital proposal; 5. approval to place 130,000,000 fully paid ordinary shares (post consolidation) to Ascent Capital and its nominees in consideration for $1,300,000 cash; 6. ratify the appointment of Mr Hugh Warner and Mr Gary Steinepreis as Directors; 7. any other resolution required for recapitalization purposes; Mr Bennett said it is the intention of Ascent Capital to raise equity funds for Tuart as soon as possible post Tuart being released from administration and the above shareholder approvals being received. Thereafter Ascent Capital and Tuart will seek the reinstatement of Tuart to trading on the ASX as soon as possible. Upon a review of the Tuart corporate group, it is likely that a number of subsidiaries will be liquidated or de- registered. The Ascent Capital proposal recognizes that Diamond Ridge Management Pty Ltd is now in liquidation. There is no intention to make any investment or take any action in respect of the Diamond Ridge vineyard. David Steinepreis, Hugh Warner and Gary Steinepreis formed ascent Capital specifically with the objective of pursuing reconstruction and recapitalization of existing listed companies. Ascent Capital and its Directors have successfully recapitulated and relisted a number of companies including Triton Corporation Limited, VosTech Limited, ISP Limited and Smart World Corporation Limited. Ascent Capital also completed the IPO of InfoBank International Ltd and its recent acquisition and change of name to Aeris Technologies Ltd. According to Mr Bennett said that the professional expertise that the Ascent Capital Directors would bring to the recapitalization proposal for Tuart was a decisive factor in persuading the Tuart Board that the Ascent Capital proposal should be accepted. Mr Bennett related the Tuart Board were confident that the experience and expertise of the Ascent Capital team would provide the best opportunity for Tuart shareholders rebuilding value in their Company. Mr Bennett urged shareholders to support the Ascent Capital recapitalization proposal. ================================ C H I N A & H O N G K O N G ================================ ARDEN DESIGN: Winding Up Petition Hearing Set --------------------------------------------- The petition to wind up Arden Design And Production Company Limited is set for hearing before the High Court of Hong Kong on January 29, 2003 at 9:30 am. The petition was filed with the court on November 15, 2002 by Fung Yuk Ling Louies of Room 777, Yue On House, Yue Wan Estate, Chai Wan, Hong Kong. CLUB KOKUSAI: Winding Up Hearing Scheduled in February ------------------------------------------------------ The High Court of Hong Kong will hear on February 26, 2003 at 9:30 in the morning the petition seeking the winding up of Club Kokusai Limited. Cheung Brandy Victoria Yvonne of Room 1205, 12/F., Shek Ho House, Shek Wai Kok Estate, Tsuen Wan, New Territories, Hong Kong filed the petition on December 20, 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. GOLD MART: Winding Up Petition Slated for Hearing ------------------------------------------------- The petition to wind up Gold Mart International Limited is scheduled for hearing before the High Court of Hong Kong on February 5, 2003 at 10:00 in the morning. The petition was filed with the court on December 2, 2002 by Bank of China (Hong Kong) Limited whose registered office is situated at 14th Floor, Bank of China Tower, No.1 Garden Road, Central, Hong Kong. INNOVATIVE INTL: Hires Agent for Odd Lot Holders ------------------------------------------------ Innovative International (Holdings) Limited said that in order to alleviate the difficulties arising from the existence of odd lots as a result of the Share Consolidation and Debt Restructuring, the Company has appointed an agent to assist the Shareholders to match the sale and purchase of odd lots during the period from 9:30 a.m. 15 January 2003 to 4:00 p.m. 7 February 2003, both days inclusive. Holders of the New Shares in odd lots (i.e. lots which are not integral multiples of 400,000 New Shares) who wish to take advantage of this facility either to dispose of or to top up their odd lots to a board lot of 400,000 New Shares may through their brokers contact Mr. Raymond Lo of AsiaVest Investment Advisory Limited (Tel.: (852) 2536 0133) during such period. Holders of the New Shares in odd lots should note that the matching of the sale and purchase of odd lots is not guaranteed. Shareholders are recommended to consult their own professional advisers if they are in any doubt about the facility described above. VANTAGE PROFIT: Winding Up Petition Pending ------------------------------------------ Vantage Profit Enterprises Limited is facing a winding up petition, slated to be heard before the High Court of Hong Kong on January 29, 2003 at 9:30 am. The petition was filed on November 13, 2002 by Wong Kin Ping of Room 725, Tak Wo House, Wo Che Estate, Shatin, New Territories, Hong Kong. Tam Lee Po Lin, Nina represents the petitioner. VISION DYNAMIC: Winding Up Sought by Nan Fung --------------------------------------------- Nan Fung Finance Limited is seeking the winding up of Vision Dynamic (Hong Kong) Limited. The petition was filed on November 25, 2002, and will be heard before the High Court of Hong Kong on January 29, 2003 at 10:00 am. Nan Fung Finance holds its registered office at 9th Floor, Central Building, 3 Pedder Street, Central, Hong Kong. ================= I N D O N E S I A ================= BANK DANAMON: Divesting Up to 70% of Shares ------------------------------------------- The Indonesian Bank Restructuring Agency is announcing the plan for divesting up to 71% of its shares in PT Bank Danamon Indonesia Tbk. IBRA intends to divest 51% of BDI through a strategic sale (Strategic Sale) and a maximum of 20% through a market placement (Market Placement). The following table summarizes the next steps in the Strategic Sale process: * Distribution of Overview Document and Confidentiality Agreement commences at Week IV-January 2003; * Bidder Registration Submission Period of Letter if Interest (LoI) and Execution of the CA at Week IV January until Week II February 2003; * Distribution of Information Memorandum Commences at Week I February 2003; * Preliminary Non Binding Bids Due at Week III-February 2003; * Announcement of the Short-listed Bidders at Week III- February 2003; * Due Diligence for Short-Listed Investors Commences at Week IV-February 2003; * Final Binding Bids Due at Week IV-March 2003; * Announcement of Preferred Bidder at Week IV-March 2003; * Fit & Proper Test Process at Week IV March until Week II April 2003; * Negotiation of Sales and Purchase Agreement and Closing at Week II-April until Week IV-April 2003. Notes: IBRA reserves the right to alter the schedule whenever it sees the needs to do so in accordance with the developments of divestment process without any prior notification. Following the announcement, IBRA through its advisors will commence distribution of the Overview Document (Overview Document) and Confidentiality Agreement (CA) to potential investors. IBRA through its advisors will commence distribution of the Overview Document (Overview Document) and Confidentiality Agreement ("CA") to potential investors. Specifically, the investor must satisfy the following criteria: * Bank that acceptable to the Indonesian law and regulations, if in the form of a consortium, its leading investor has to be a bank; * Sound financial performance as proven by its financial statements and legitimate source of funds; * Pass the Fit & Proper Test conducted by Bank Indonesia; * Authorized to purchase shares of BDI as stipulated in the policy of KKSK No.KEP.03/K.KSK/11/2000 dated 10 November 2000; * Committed to BDI, Indonesian banking industry and Indonesia's national interests; and * Purchase price and terms and conditions acceptable to IBRA An investor road show for divestment of IBRA's share in BDI will be conducted in February 2003. IBRA intends to initiate the Market Placement in parallel with the Strategic Sale. Such Market Placement will be implemented separately via the direct placement of shares of up to 20% through capital market as IBRA sees fit. In order to guarantee a transparent divestment process, IBRA will inform the public of any important progress that occurred and may be disclosed in accordance with the terms and conditions of the divestment process. PERFORMANCE OF BDI Following the completion of its merger and integration with 9 banks in 1999 and 2000, BDI has started to record net profits since 2000 after previously incurring net losses due to the economic crisis. Based on BDI's consolidated financial statements (un-audited) as of September 30, 2002, it recorded a net income of Rp.725 billion. BDI's assets as of September 30, 2002 totaled Rp.54,297 trillion with a capital adequacy ratio (CAR) of 27.4%. BDI has also successfully reduced its non-performing loans from 8.6% as of December 31, 2000 to 3.5% as of September 30, 2002. In addition, BDI has grown its loan portfolio, primarily to retail or consumer and SME segments. BDI's success in the consumer segment has been partly due to its ability to develop and introduce innovative products. Prima Investa, a mutual fund that invests in BDI's recapitalization bonds, and Fix'N'Fast, a fixed installment credit card, are examples of such products specifically geared to the consumer market. ========= J A P A N ========= DAIHATSU MOTOR: Italian Unit Enters Liquidation ----------------------------------------------- Daihatsu Europe S.R.L., a subsidiary of Daihatsu Motor Co., Ltd. (Daihatsu), has resolved to dissolve as described below. 1. Facts about Daihatsu Europe Location: Pontedera (Pisa) Viale Rinaldo Piaggio n.25, Italy Name of representative: Yasuo Kato Shareholder: DAIHATSU 100 percent 2. Reason for dissolution Daihatsu Europe was established in November 1992 for the purpose of selling Hijet produced by an Italian Company, Piaggio. However, as the production of Hijet has been terminated as of December 31, 2002, Daihatsu Europe decided to dissolve itself. 3. Schedule for dissolution Scheduled to be dissolved in February 2003 4. Anticipated effects on our business performance The anticipated effects of the dissolution on each of Daihatsu and Toyota's net incomes for the term will be minor. According to Wright Investor's Service, at the end of 2002, Daihatsu Motor Co Ltd had negative working capital, as current liabilities were 446.16 billion yen while total current assets were only 345.74 billion yen. DAIICHI MUTUAL: Court Orders Y16.36B Payment to Gibraltar --------------------------------------------------------- The Tokyo District Court has ordered Daiichi Mutual Fire & Marine Insurance Co, now in liquidation, to pay 16.36 billion yen in compensation to Gibraltar Life Insurance Co. for capital funds it held in Daiichi Mutual, Kyodo News said on Friday. Gibraltar Life was formerly known as Kyoei Life Insurance Co. Daiichi Mutual failed to provide Gibraltar Life with proper financial information when the two firms were negotiating for a tie-up, though the mutual insurance firm had virtually collapsed at that time. HAZAMA CORPORATION: Releases Reconstruction Plan ------------------------------------------------ Ailing contractor Hazama Corporation released a three-year reconstruction plan under which it will divide itself into a construction and a real estate firm on October 1, Japan Times reports. The Company is planning to cut its parent-only interest-bearing debts of 199.4 billion yen as of March 31, 2002 to 48.3 billion yen. To eliminate a major part of its interest-bearing debts, Hazama will ask its creditor banks including Mizuho Corporate Bank to provide financial assistance. Under the new restructuring plan, the Company will again decrease its parent-only workforce to 1,948 by the end of March in 2006 from 3,085 as of March 31, 2002, the report said. Fumiya Yamato, President of Hazama, denied earlier reports that the Company has begun negotiations with midsize builders Toa Corporation and Ando Corporation to form a capital alliance. ISUZU MOTORS: Launches New JV Firm With GM ------------------------------------------ Isuzu Motors Limited has established with General Motors Corporation a new joint venture Company called GMI Diesel Engineering Ltd. (GMIDEL), which will engage in the development of applications for diesel engines that are supplied for use for GM vehicles, to be put into business operation in February this year. GMIDEL will be responsible for the design and progress management functions of the portion of applications with reference to the three types of Isuzu-made diesel engines that are now mounted on GM vehicles (6.6 liter V8 to be mounted on Chevrolet Silverado; 3.0 liter V6 to be mounted on Saab 9-5; 1.7 liter direct-injection to be mounted on Opel's Astra/Corsa). It will also operate the functions associated therewith such as purchasing, supply quality, production technology, financing, and quality assurance, planning for sales and services, and systems functions. Isuzu and GM have determined, by means of these, to strengthen the said business toward the future and further increase their competitiveness. At present the ratio of the number of diesel-driven vehicles to that of all the automobiles in Europe is approaching over 40 percent because of the inherent advantages of diesel engines with less CO2 emissions and superior fuel expense efficiency as well as the introduction of the state-of-the-art technologies that has furthered the reduction of exhaust gases. Isuzu made diesel engines have enjoyed a very high reputation* even in European and American markets that can be said to be the birthplace of motor vehicles. Outline of the new Company Name of the Company: GMI Diesel Engineering Ltd. (GMIDEL) Location: Fujisawa City, Kanagawa Prefecture Representative: Ronald. D. Yuille Start of Operation: February 1, 2003 (Establishment: November 2002) Capital: 400 (million yen) Ownership ratio: GM 60 percent, Isuzu 40 percent Number of employees: 100 Business: Development of applications, program management, purchasing, supply quality, production technology, financing, quality assurance, planning for sales and services, and system functions for use for diesel engines Major prizes awarded to Isuzu diesel engines -V8 6.6L: Annual "10 Best Engines" awards by Ward's Communications of US in the two consecutive years of 2001 and 2002. -"Truck of the Year 2001" award by the Motor Trend magazine of US. -V6 3.0L: "Executive Diesel Car of the Year 2002" award by the Diesel Car magazine of UK. -I4 1.7L: "Germany's best small and compact car of the Year 2001" award by the German magazine Mot. Isuzu Motor Limited www.isuzu.co.jp was established in 1937. Isuzu's principal activities are the manufacture and distribution of automobiles and motor vehicle parts and components. Principle divisions are Automobiles (passenger cars, trucks, buses, engines, components and parts for overseas production), Finance (credit services and leasing) and Real Estate. General Motors Corporation www.gm.com principal activities are divided into two business segments: Automotive, Communications Services and other operations and Financing and Insurance operations. Automotive, communications services and other segment designs, manufactures and markets cars, trucks, locomotives and heavy-duty transmissions and related parts and accessories. Financing and Insurance operations are conducted through General Motors Acceptance Corporation and other financing entities, which provides a range of financial services. The services includes consumer vehicle financing, full-service leasing and fleet leasing, dealer financing, car and truck extended service contracts, residential and commercial mortgage services, commercial, vehicle, and homeowners' insurance and asset-based lending. Automotive, communications services and other operations accounted for 85 percent of 2001 revenues and financing and insurance operations, 15 percent. Isuzu Motors Ltd., the Japanese partner of American car giant General Motors, slashed last week by 20 percent its worldwide sales target for 2003, TCRAP reports. The cutback was blamed on the reduction of the Company's overseas sport utility business. Isuzu said it plans to produce 430,000 vehicles worldwide this year, down 6 percent from 2002. Although its domestic production volume will decrease 21 percent to 182,000 units in 2003, its overseas production is estimated to rise 11 percent to 248,000 units. Rating Agency said the business and financial risk of Isuzu had increased. It considered the Company's pullout of production of SUVs in North America as sign of its unstable earnings, given the recent sharp drop in the competitive edge of its business. "The financial burden with respect to the withdrawal will be large. In the course of the cutback in the business, Isuzu needs to restructure the sales organization in an urgent manner. This restructuring may incur additional unexpected costs," the rating agency said. "There is much uncertainties over the improvement in the earnings of this business. Although the course to the restructuring of the entire business is now clear than before, JCR considers it necessary to watch carefully the carrying out of the restructuring plan," JCR added. Isuzu is now rated B+ and NJ, down from the previous BB and J-3 on JCR's ratings board. Contact: Isuzu Motor Limited Tadashi Ioka, Public Relations Department Tadashi_Ioka@notes.isuzu.co.jp +81-3-5471-1138 MINOLTA CO.: Board OKs Stock Swap Deal -------------------------------------- Konica Corporation (Fumio Iwai, President) and Minolta Co., Ltd. (Yoshikatsu Ota, President) announced on January 7, 2003 they will integrate management based on stock swaps. Following the announcement, the stock swap ratio was approved at each company's Board of Directors meetings held on January 16, 2003. Stock Swap Ratio Konica Corporation Minolta Co., Ltd. Stock Swap Ratio 1 0.621 1. Allocation of Shares One Minolta Co., Ltd. share will be exchanged for 0.621 Konica Corporation share. 2. Basis of Stock Swap Ratio Calculation Konica requested Nomura Securities Co., Ltd. and Minolta requested Daiwa Securities SMBC Co., Ltd., respectively, for the basis of stock swap ratio calculation. Both companies have discussed the results presented by the security firms, and settled at the above ratio. This ratio is subject to change upon discussions between both companies if there is a significant change in the conditions, which was used as fundamentals in the calculation. 3. Methods of Calculation by the Third Parties Nomura Securities calculated the swap ratio primarily by the average market price method with the combination of the discounted cash flow (DCF) method and the comparable trading multiples method. Daiwa Securities SMBC primarily used the average market price method with the combination of the DCF method. A number of new stocks issued and possibility and amount of stock swap grant will be announced as soon as they are decided. The press release is located at http://www.minolta.com SEGA CORPORATION: Unit President Resigns Amid Sagging Sales ----------------------------------------------------------- U.S. video game maker Sega of America Inc., a unit of Sega Corporation of Japan, announced the resignation of its President and Chief Operating Officer, Peter Moore, on Friday, in the midst of sagging sales, the Associated Press reports. His responsibilities will be taken over by the parent Company's Chief Executive Officer, Tetsu Kayama. The shake-up comes two months after Sega warned that its comeback attempt had stumbled, partly because of disappointing results in its U.S. unit. In its November profit warning, Sega reduced its projected North American sales of video games for the fiscal year from 9.4 million units to 6.7 million units. Sega Corporation earned 1.01 billion yen (US$8.3 million) in the six months ending September, versus a loss of 20.87 billion yen in the same period of last year, the Troubled Company Reporter- Asia Pacific reports. Sega returned to profitability for the first time in five in years, with an operating profit of 14.2 billion yen ($112 million) last year, compared with an operating loss of 51.7 billion yen previously. The Tokyo-based maker of video game software has been cutting costs and strengthening its balance sheet through disposals of assets, including offices and stock holdings. SEIBU DEPARTMENT: Closing Four Outlets in August ------------------------------------------------ Ailing Seibu Department Stores Ltd. will close four outlets in August, as part of its restructuring scheme, Japan Times reports. The outlets are in Hakodate, Hokkaido; Toyohashi, Aichi Prefecture; Sendai and Kawasaki. The Company originally considered closing or reducing their operations by February 2008, which will mark the end of a five- year restructuring program that will get under way in the 2003 business year. The Company decided to halt operations at the Hakodate, Sendai and Kawasaki outlets because they have suffered pretax losses and it is unlikely their balance sheets will improve, the report said. It will close the pre-tax profitable Toyohashi outlet because of its aging building. TAKARABUNE CO.: Files for Commencement of Rehab Proceedings ----------------------------------------------------------- Resona Holdings, Inc. announced that Takarabune Co., Ltd., which is a customer of its subsidiary bank, The Asahi Bank, Ltd. (President: Yukio Yanase), filed an application for commencement of civil rehabilitation proceedings with the Tokyo District Court. As a result of this development, there arose a concern that its claims to the Company may become irrecoverable or their collection may be delayed. Details were announced as follows: 1. Outline of the Company (1) Address 3-2-10 Takasago, Saitama-shi, Saitama (2) Representative Hiroshi Sano (3) Amount of capital 1,999 million yen (4) Line of business Sales of furniture 2. Fact Arisen to the Company and Its Date The Company filed an application for commencement of civil rehabilitation proceedings with the Tokyo District Court on January 14, 2003. 3. Amount of Claims to the Company Exposure of Asahi Bank Loans: 3.4 billion yen Other banking subsidiaries of Resona HD, Daiwa Bank, Kinki Osaka Bank and Nara Bank, have no claims to the Company. 4. Impact of This Development on the Forecasted Earnings of Resona HD This development does not affect the earnings forecast of Resona HD for the fiscal year ending March 31, 2003, which was announced on November 25, 2002. TORAY INDUSTRIES: Listing Additional Shares ------------------------------------------- The Financial Services Authority and London Stock Exchange PLC approved Toray's Admission application for a total of 1,401,481,403 Shares of common stock with no par value to be admitted to the Official List. Admission of the shares will be granted on 16 January 2003 and that admission and trading will commence on 17 January 2003. Of these shares the Company issued 425,960,699 shares by way of conversion of various Convertible Bonds. On the 1 October 2001, the Company's total issued share capital was re-denominated from Shares of Common Stock Yen 50 into Shares of Common Stock with no par value. The shares rank pari passu in all aspects with other existing Shares of Common Stock. In July 2002, Moody's Investors Service changed the outlook on the Baa1 senior unsecured long-term debt ratings of Toray Industries, Inc. (Toray) to negative from stable. The change in outlook reflects Moody's concerns over Toray's ability to improve its cash flow over the medium term. Due to the severe business environment for its synthetic fiber and chemical products, Toray's performance remains weak. The Company has completed its program of investing in 23 projects in ten countries to re-engineer its global production system of polyester fiber and films and reinforce other business lines such as IT-related products. However, it cannot obtain meaningful results from the projects at present. ========= K O R E A ========= CHOHUNG BANK: PFOC Selects Primary Negotiating Partner Next Week ---------------------------------------------------------------- The Public Fund Oversight Committee (PFOC), which is in charge of selling the government's 80 percent stake in Chohung, will select a primary negotiating partner to discuss the sale of Chohung Bank next week, Asia Times reports. The announcement comes after committee members, including Deputy Prime Minister Jeon Yun-churl, Minister for Planning and Budget Chang Seung-woo and Financial Supervisory Commission Chairman Lee Keun-young, along with five outside experts, reviewed bids submitted by the Shinhan Financial Group and the Cerberus Consortium. CHOHUNG BANK: Shinhan May Scrap Compensation Request for Loans -------------------------------------------------------------- Shinhan Financial Group Ltd., which has bid to buy Chohung Bank, may drop its demand for compensation on some of Chohung's bad loans it may incur after the acquisition, Korea Economic Daily and Bloomberg said on Monday. Shinhan earlier asked for flexibility on the final price it pays for Chohung, depending on the extent of the government- controlled lender's bad loans. The bank now says it may drop that request, citing an unidentified government official. Shinhan denied reports it revised its bid for Chohung, citing an unidentified Shinhan official. KOREA THRUNET: Hanaro Tosses Deal to Buy Firm --------------------------------------------- Hanaro Telecom has abandoned its plan to acquire Korea Thrunet, Digital Chosun reports. A due diligence audit on Thrunet's assets showed that the firm has an excessive amount of latent debts, and in response, Hanaro decided to scrap the acquisition plan, Hanaro said. In December, Hanaro signed a preliminary contract to acquire a 71.95 percent stake in Thrunet, for 125.9 billion won, from eight major shareholders of the latter service firm, including TriGem Computer. TriGem said Hanaro has decided to jettison the deal, as its negotiations with foreign investors to raise funds for the acquisition ended up at a deadlock over the managerial right of Thrunet. =============== M A L A Y S I A =============== AKTIF LIFESTYLE: Still in Restructuring Talks With Bankers ---------------------------------------------------------- In accordance with the requirements under PN1/2001 and further to Aktif Lifestyle Corporation Bhd's announcement on 18 December 2002 on the Company's inability to meet its obligations to RHB Bank Berhad and OCBC Bank (Malaysia) Berhad, the Company wishes to advise it is still in negotiations with its bankers to restructure the facilities in conjunction with a proposed scheme to regularize its financial affairs. The Company will continue to make the necessary announcement to keep its shareholders informed of pertinent developments. FEDERAL FURNITURE: Subsidiary Served Tax-related Writ of Summons ---------------------------------------------------------------- Federal Furniture (M) Sdn Bhd, a wholly owned subsidiary of Federal Furniture Holdings (M) Berhad, wasS served a writ of summons by Lembaga Hasil Dalam Negeri (LHDN) on behalf of the Government of Malaysia for alleged non-payment of income tax, additional income tax and penalties for years of assessment 1992 to 1996. In the writ filed with the High Court of Malaya at Shah Alam on 19 November 2002, LHDN is seeking payment of RM1,496,494.04 together with interest at 8% per annum until date of settlement, costs and such other reliefs as may be decided by the court. The income tax and additional income tax amounting to RM1,295,665.86 is substantially in respect of alleged late filing of application for abatement of adjusted income for export and double deduction for promotion of export and certain expenses being disallowed that have previously disputed by the Company while penalties for non payment amounted to RM200,828.18. The Company has appointed legal counsel to take all necessary measures to defend the case and protect its interests. HAP SENG: Disposes Entire Shareholdings in Dormant Units -------------------------------------------------------- Pursuant to paragraph 9.19 (24) of the Kuala Lumpur Stock Exchange Listing Requirement, the Board of Directors of Hap Seng Consolidated Berhad is pleased to announce that the Company has on Thursday disposed of it's entire shareholdings in the following inactive wholly-owned subsidiaries for the total cash consideration of Malaysian Ringgit Three Thousand only (RM3,000.00): 1. Brewinvest (Bermuda) Limited [Brewinvest] Brewinvest is a private limited company incorporated in Bermuda in 1996. It has an authorized capital of US$12,000 comprising 12,000 ordinary shares of USD1.00 each of which 2 ordinary shares of USD1.00 each have been issued and fully paid-up. 2. Euro-Asia Food (Bermuda) Limited [EAF] EAF is a private limited company incorporated in Bermuda in 1996. It has an authorized capital of US$12,000 comprising12,000 ordinary shares of US$1.00 each of which 2 ordinary shares of US$1.00 each have been issued and fully paid-up. 3. Education Foundation Limited [EFL] [formerly known as Euro- Asia Beverage (Bermuda) Limited] EFL is a private limited company incorporated in Bermuda in 1996. It has an authorized capital of US$12,000 comprising12,000 ordinary shares of USD1.00 each of which 2 ordinary shares of USD1.00 each have been issued and fully paid-up. None of the directors or persons connected to the directors of the Company has any interest, direct or indirect in the said Disposal. To the best of the knowledge of the directors, none of the major shareholders or persons connected to the major shareholders of the Company has any interest, direct or indirect, in the said Disposal. HOTLINE FURNITURE: FIC Gives PRS Conditional Approval ----------------------------------------------------- Further to the announcements dated 20 September 2002, 15 October 2002 and 12 November 2002, Public Merchant Bank Berhad is pleased to announce on behalf of the Board of Directors of Hotline Furniture Berhad that the Foreign Investment Committee had vide its letter dated 30 December 2002, which was received on 15 January 2003, approved the Proposed Restructuring Scheme subject to the condition that Mahajaya Berhad (formerly known as Mahajaya Corporation Berhad) shall have at least 30% Bumiputera equity interest at the time of listing. COMPANY PROFILE The Company owns companies involved in the manufacturing and marketing of furniture. Manufacture of furniture products under the registered trademark of "Hotline" commenced in the late 1970s. The manufacturing activities of the Group are carried out at two factories located in Balakong, Cheras Jaya, both in the state of Selangor. The Group's products are exported to international retailers and distributors such as Australia, Japan, Hong Kong, South East Asia, Europe, the Middle East, North America, South Africa, China, New Zealand, UK, Taiwan, South Korea, Russia, Philippines, India, Pakistan and Bangladesh. Due to the difficult economic climate, the Group proposed a corporate exercise involving a rights issue with free warrants and acquisition of four companies involved in education. However, in view of the difficulty to procure underwriters, the Group has aborted the proposed restructuring. The Group will announce a new restructuring proposal in due course. CONTACT INFORMATION: 12th Flr (Right Wing) Menara Kemayan 160, Jln Ampang 50450 Kuala Lumpur Tel : 03-2166 9660; Fax : 03-2166 9661 JASATERA BERHAD: Revises Proposed Recapitalization Exercise ----------------------------------------------------------- Public Merchant Bank Berhad, on behalf of the Board of Jasatera Berhad, announced that the Securities Commission, by its letter dated 14 January 2003 which was received on 15 January 2003, approved the appeal made by the Company on 5 November 2002, to vary the profit guarantee amount to be given by Dato' Koo Yuen Kim and Dr Koo Woon Kee in respect of the profits after tax for the financial years ending 31 January 2003 to 31 January 2005. Details of the profit variation could be found at http://www.bankrupt.com/misc/TCRAP_Jasatera0121.pdf However, the SC had rejected the appeal by PMBB on behalf of Dato' Koo Yuen Kim and Dr Koo Woon Kee on 5 November 2002, from having to fulfill the condition imposed by the SC in that the profit guarantee as shown above should be supported by bank guarantee. JUTAJAYA HOLDING: Inks PCDRS Agreement With GMB ----------------------------------------------- On 24 December 2002, Jutajaya Holding Berhad announced it had entered into a memorandum of understanding with GM Build Sdn bhd (GMB) for the proposed restructuring of JHB. On 6 January 2003, the Company announced that it had received a show cause letter from the KLSE requesting the Company to make written representations to the KLSE as to why its securities should not be de-listed from the official list of the KLSE. In this regard, the Company had on 17 January 2003 furnished to the KLSE, its written explanation as to why its securities should not be de- listed from the official list of the KLSE. In compliance with PN4/2001 of the Listing Requirements of the KLSE, OSK Securities Berhad (OSK), on behalf of the Board of Directors, wishes to announce that the Company had on 17 January 2003, entered into an Agreement with GMB, to facilitate the Proposed Corporate and Debt Restructuring Scheme. This announcement serves as the Requisite Announcement as required under PN4/2001. A summary of the details of the Proposed Corporate and Debt Restructuring Scheme is set out below: (i) Proposed establishment of two (2) new companies, namely Newco and a SPV to facilitate the Proposed Corporate and Debt Restructuring Scheme; (ii) Proposed share swap of 35,327,585 JHB Shares held by the existing shareholders of JHB with 3,532,758 new Newco Shares on the basis of one (1) new Newco Share for every ten (10) existing JHB Shares; (iii) Proposed rights issue of 7,065,516 new Newco Shares of RM1.00 each in Newco on the basis of two (2) new Newco Shares for every one (1) then existing Newco Share held by the shareholders of JHB after the Proposed Share Swap; (iv) Proposed acquisition by Newco of the entire enlarged issued and paid-up capital after the proposed internal restructuring in GMB comprising 10,000,000 GMB Shares, for a total purchase consideration of RM143,752,085, which will be satisfied through the issue of 112,629,672 Newco Shares, RM10,000,000 nominal value Newco RCULS and 21,122,413 Newco RCPS. The purchase consideration includes the assumption and settlement of GMB's indebtedness to KDEB by Newco of RM42,244,827, which will be satisfied through the issue of 21,122,414 Newco Shares and 21,122,413 Newco RCPS; (v) Proposed acquisition by Newco of 49% equity interest in GMBD comprising 122,500 GMBD Shares for a total purchase consideration of RM10,649,242, which will be satisfied through the issue of 10,649,242 Newco Shares; (vi) Proposed acquisition by Newco of 48% equity interest in GMBR comprising 480,000 GMBR Shares for a total purchase consideration of RM45,292,985, which will be satisfied through the issue of 45,292,985 Newco Shares; (vii) Proposed debt restructuring scheme involving the Secured Creditors, the preferential creditors, hire purchase creditors and Unsecured Creditors of JHB; (viii) Proposed transfer of JHB Group to SPV; (ix) Proposed liquidation of SPV and JHB Group; (x) Proposed offer for sale of 36,694,000 Newco Shares at an offer price of RM1.00 per Newco Share to meet the public spread requirement; (xi) Proposed transfer of the listing status of JHB on the Second Board of KLSE to Newco, by way of delisting of JHB on the Second Board of KLSE and the listing of Newco on the Second Board of KLSE; and (xii) Proposed waiver to the Dato' Yip Kam Chong and PAC from the obligation to undertake the mandatory take-over offer for the remaining Newco Shares not already owned by them after the completion of the Proposed Corporate and Debt Restructuring Scheme and the conversion of Newco RCULS and Newco RCPS. The Board of Directors of JHB intend to make an application to the High Court of Malaya pursuant to Section 176 of the Companies Act, to facilitate the implementation of the Proposed Corporate and Debt Restructuring Scheme. Further details of the Proposed Corporate and Debt Restructuring Scheme are set out in the attachment found at http://www.bankrupt.com/misc/TCRAP_Juta0121.doc. LAND & GENERAL: All Resolutions Approved at EGM ----------------------------------------------- On behalf of the Board of Directors of Land & General Berhad, Commerce International Merchant Bankers Berhad is pleased to announce that the resolution as set out in the Notice of Extraordinary General Meeting (EGM) dated 30 December 2002 in relation to the Proposed Termination has been duly passed by the shareholders of L&G at the EGM of the Company held on 17 January 2003. The Proposed Termination refers to the Proposed Termination of Agreements Between L&G and Murna Jaya Development Berhad in Relation to the Joint Venture Development of a Township Known as Bandar Sungai Buaya on Several Pieces of Leasehold Land Held Under P.T. Nos. 10452 to 10456 and 10458 To 10466, all located at Mukim Serendah, Daerah Hulu Selangor, Selangor Darul Ehsan and measuring approximately 3,094.5 acres through Bandar Sungai Buaya Sdn Bhd, a wholly-owned subsidiary of L&G. MALAYSIA MINING: Posts Notice of Voluntary Offer ------------------------------------------------ Aseambankers Malaysia Berhad wishes to announce that it has on behalf of Malaysia Mining Corporation Berhad, served a notice of voluntary offer (Voluntary Offer on the Board of Directors of MMC Engineering Group Berhad (MMCEG), who has in turn acknowledged receipt of the same. A copy of Notice is found at http://www.bankrupt.com/misc/TCRAP_MMCorp0121.doc. Presently, MMC holds 5,490,813 Shares whereas Anglo Oriental (Annuities) Sdn Bhd ( a wholly-owned subsidiary of MMC) holds 18,229,812 Shares, representing approximately 17.36% and 57.63% respectively, of the issued and paid up share capital of MMCEG. MMC is therefore deemed to hold, directly and indirectly, a total of 23,720,625 Shares representing approximately 74.99% of the issued and paid-up share capital of MMCEG. The Voluntary Offer will be satisfied by cash payment of RM4.30 for every one (1) existing ordinary share of RM 1.00 each in MMCEG or the issuance of two (2) new ordinary shares of RM 0.10 each in MMC for every one (1) existing ordinary share of RM 1.00 each in MMCEG. NCK CORPORATION: Appoints Messrs Horwath as Audit Firm ------------------------------------------------------ Reference is made to the announcements dated 20 November 2002 and 9 December 2002 with regards to the approval from the Securities Commission (SC) for the Proposed Restructuring Scheme of NCK Corporation Berhad (Special Administrators Appointed). In its letter dated 15 November 2002, SC has imposed certain conditions, inter-alia, the appointment by the Company of an independent investigative audit firm within two (2) months from the date of the SC's approval letter. In the above regard, Alliance Merchant Bank Berhad, on behalf of the Company, is pleased to announce that the Company has appointed Messrs Horwath as the independent investigative audit firm on 14 January 2003. NCK CORPORATION: FCT Enters Debt Settlement Agreement ----------------------------------------------------- NCK Corporation Berhad (Special Administrators Appointed) wishes to announce that its subsidiary, Fook Chuan Trading Sdn Bhd (Special Administrators Appointed)(FCT), as one of the Scheme Creditors, had on 15 January 2003 entered into a Debt Settlement Agreement (DSA) for the settlement of debt due to the provision of trade credit facilities by FCT to UCP Manufacturing Sdn Bhd, a subsidiary of UCP, and its debts are guaranteed by UCP Resources Berhad (UCP) via its Corporate Guarantee of RM2,000,000 dated 12 April 2001. THE PROPOSED DEBT SETTLEMENT UCP has proposed to undertake the Proposed Corporate and Debt Restructuring Scheme (as set out in UCP's requisite announcement dated 29 October 2002) to its various financial obligations to the Scheme Creditors as listed in Schedule A of the DSA (Scheme Creditors) via the Debt Settlement through the assistance of Goldenseal Resources Sdn Bhd (Newco). The Scheme Creditors comprise financial institutions, trade and non-trade creditors whom have extended loan or credit facilities to (i) the subsidiaries of UCP and whose debts are guaranteed by the Company and (ii) debts owing by UCP to its subsidiaries. To facilitate the Debt Settlement, UCP has proposed to the Scheme Creditors, a debt restructuring proposal to restructure and address UCP's and various of its subsidiaries' debt commitments to the Scheme Creditors via the assistance and participation of Newco, envisaged to be carried out through the Debt Settlement. On 15 January 2003, FCT had entered into a DSA for a proposed settlement sum of RM534,723.00 by way of issuance of 534,723 Newco shares at an issue price of RM1.00 per share credited as fully paid up for the indebtedness balance as at 30 June 2002 of RM2,000,000.00. The Proposed Debt Settlement does not depart from the SC's Policies and Guidelines on the Issue/Offer of Securities. The Proposed Debt Settlement is expected to be completed by second quarter of 2003. Salient terms of the DSA The salient terms of the DSA are as follows: (a) Newco shall on the Settlement Date, issue approximately 20,000,000 new Newco Shares at an issue price of RM1.00 per share credited as fully paid up to be issued to the Scheme Creditors in favor of the Scheme Creditors in the manner and upon the terms and in the proportions set forth in the DSA. (b) Whereupon, in relation to the amounts due and owing to the Scheme Creditors, such amounts of the Scheme Indebtedness up to 30 June 2002 shall be deemed to be settled up to the extent of the amount stated in the DSA (i.e. RM534,723.00 by way of issuance of 534,723 Newco shares at an issue price of RM1.00 per share credited as fully paid up for FCT), leaving the balance of the Scheme Indebtedness, if any due to the respective Scheme Creditors of UCP and/or the affected subsidiaries of UCP to be proved and settled through and in the Proposed Liquidation of UCP. (c) The Scheme Creditors shall also be entitled to prove their respective Scheme Indebtedness as set out in the DSA in the Proposed Liquidation of the respective affected subsidiaries of UCP. Basis of determining the debt settlement The settlement sum under the debt settlement of RM534,723.00 by way of issuance of 534,723 Newco shares at an issue price of RM1.00 per share credited as fully paid up was derived via the Proposed Corporate and Debt Restructuring Scheme. BACKGROUND INFORMATION UCP RESOURCES BERHAD (UCP) UCP is a public company incorporated in Malaysia with listing on the Kuala Lumpur Stock Exchange and having its registered office at No. 76, 76A & 76B, Jalan Burhanuddin Helmi, Taman Tun Dr. Ismail, 60000 Kuala Lumpur. GOLDENSEAL RESOURCES SDN BHD (GRSB) GRSB is a private company incorporated in Malaysia and having its registered office at 14, Kebun Nyor Road, 10460 Pulau Pinang. FOOK CHUAN TRADING SDN BHD (SPECIAL ADMINISTRATORS APPOINTED)(FCT) FCT was incorporated in Malaysia on 5 December 1983 as a private limited company. The present authorized share capital of FCT is RM2,000,000.00 comprising of 2,000,000 ordinary shares of RM1.00 each of which 1,500,000 ordinary shares have been issued and fully paid-up. The principal activity of FCT is dealing in building materials including hardware products. RATIONALE FOR THE PROPOSED DEBT SETTLEMENT The UCP Group has been registering losses consecutively for the past five (5) years and is anticipated that it will not generate adequate profits in the immediate future. Hence, it is envisaged that UCP may not be able to generate sufficient cashflow to meet its entire financial obligation i the ordinary course of business or through the sale of assets. The proposed Corporate and Debt Restructuring Scheme offers a comprehensive plan to the restructuring of the UCP Group. It is formulated with the aim of restructuring UCP's existing debt obligations, with the view of enabling the creditors of UCP to recover a higher return on the debts owing to them in addition to the returns, to be received under the liquidation of the UCP Group. The Proposed Debt Settlement is formulated with the objective to restructure UCP's existing debts and to address the present difficulty experienced by UCP Group in meeting its debt obligations as well as interest payments due to the current unfavorable/deficit cashflow position of the Group. In summary, the Proposed Corporate and Debt Restructuring Scheme is expected to resolve the financial predicament faced by UCP and provide an opportunity to the existing shareholders of UCP to participate in a viable and profitable company with sustainable earnings. UTILISATION OF PROCEEDS FCT will receive settlement sum of RM534,723.00 by way of issuance of 534,723 Newco shares at an issue price of RM1.00 per share credited as fully paid up from the proposed debt settlement. The settlement sum will be utilized for the settlement of the creditors of FCT. FINANCIAL EFFECTS Share Capital The Proposed Debt Settlement will not have any effect on the issued and paid-up share capital of NCK. Net Tangible Liabilities The Proposed Debt Settlement will not have any material impact on the net tangible liabilities of the NCK Group. Shareholding Structure The Proposed Debt Settlement will not have any effect on the shareholding structure of NCK. APPROVALS REQUIRED The Proposed Debt Settlement is subject to inter-alia, the approvals of the following: a) the Securities Commission (SC); b) the Kuala Lumpur Stock Exchange for the listing and quotation of all the new ordinary shares in Newco to be issued pursuant to the Corporate & Debt Restructuring Scheme; c) Foreign Investment Committee and/or Ministry of International Trade and Industry; d) members of UCP in meetings ordered pursuant to Section 176(1) of the Companies Act, 1965, in respect of a formal members' scheme of arrangement to implement the Proposed Share Exchange; e) the High Court of Malaya, pursuant to Section 176(3) of the Companies Act, 1965 in respect of a formal members' scheme of arrangement to implement the Proposed Share Exchange; f) shareholders of UCP and of Newco for each transaction contemplated by the Corporate & Debt Restructuring Scheme; and g) other approvals of any other relevant governmental or regulatory body necessary to carry out the Corporate & Debt Restructuring Scheme. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS Mr Siow Chau @ Siau Chan Leong is a Director in FCT, UCP and its subsidiaries and also has a direct shareholding of 1.53% in UCP. Mr Ng Cheng Kiat is a Director in FCT and was a Director in UCP and its subsidiary until 14 August 2002 and has a direct shareholding of 0.45% in UCP . Besides, FCT has a direct shareholding of 7.43% in UCP. Based on the above, Mr Siow Chau @ Siau Chan Leong and Mr Ng Cheng Kiat are deemed interested in the Proposed Debt Settlement and have and will abstain from any Board deliberations and abstain from voting on the resolution in relation to the Proposed Debt Settlement in respect of their interest in UCP. Besides, they have also undertaken that they shall ensure that persons connected with them shall abstain from voting on the resolution in relation to the Proposed Debt Settlement in respect of their interest in UCP. Save as disclosed above, the Company is not aware of any of its other Directors, substantial shareholders and persons connected with its Directors and substantial shareholders having any interest, direct or indirect in the Proposed Debt Settlement. SPECIAL ADMINISTRATORS (SA)' OPINION After due consideration of all aspects of the Proposed Debt Settlement, the SA of NCK are of the opinion that the Proposed Debt Settlement is in the best interest of the stakeholders of the Company. APPLICATION TO THE SC The application to the SC for the Proposed Corporate and Debt Restructuring Scheme was submitted on 1 November 2002 by UCP. DOCUMENTS FOR INSPECTION The DSA is available for inspection at the NCK's office, 4th Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 3 1/2, Jalan Sungei Besi, 57100 Kuala Lumpur during normal business hours from Monday to Friday (except for public holidays) for a period of 14 days from the date of this announcement. PANGLOBAL BERHAD: GMS December Coal Volume Reaches 49,779.56mt -------------------------------------------------------------- PanGlobal Berhad wishes to announce that the production volume of coal of its wholly-owned subsidiary, Global Minerals (Sarawak) Sdn Bhd for the month of December 2002 was 49,779.56mt. COMPANY PROFILE The Group's principal activities include general insurance business, extraction of logs, sawmilling and manufacturing of veneer, coal mining, property investment and development, rental of office and commercial premises and operation of hotel apartments. The Company was originally a housing developer. In 1966, the Company disposed of these activities and entered into the towel and yarn manufacturing business. Over the years, the Company diversified its activities into property development, computers and insurance. The Company maintains its insurance operations through PanGlobal Insurance Bhd, with head office in Kuala Lumpur and branches in 12 states. It transferred its towel manufacturing operations to one of its subsidiaries in 1987, thus becoming a purely investment holding company. Subsequently, the Company, in 1994, disposed of its property development division and computer division and, in 1995, its textile operations. Following this, the Company became involved in timber extraction and related activities and operation of a coal mine. Both activities are carried out in Sarawak. An affected listed issuer under Practice Note 4/2001 of KLSE's Listing Requirements, the Company has submitted a proposed composite scheme of debt arrangement to the SC and the relevant authorities. The proposals are awaiting approval from SC, the High Court of Malaya and shareholders. A Restraining Order under Section 176 of the Companies Act, 1965, granted to PanGlobal together with four of its subsidiaries (PanGlobal Properties Sdn Bhd, Menara PanGlobal Sdn Bhd, Global Minerals (Sarawak) Sdn Bhd and Limbang Trading (Limbang) Sdn Bhd) has been extended to 15 November 2002. This Restraining Order affects only banking creditors. CONTACT INFORMATION: Level 27, Menara IMC 8 Jalan Sultan Ismail 50250 Kuala Lumpur Tel : 03-2019199 Fax : 03-2023977 PICA (M) CORP.: Acquires Two Dormant Securities Investment Units ---------------------------------------------------------------- The Board of Directors of Pica (M) Corporation Berhad wishes to make the following announcement for public release: THAT the Company had acquired two (2) new wholly owned subsidiaries as follows: (1) Pica Venture Capital Sdn. Bhd. (Company No. 594995-T) (PVC) for a total cash consideration of RM2.00 only. The authorized share capital of PVC is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each, of which RM2.00 divided into 2 ordinary shares of RM1.00 each have been issued and fully paid up. PVC is currently dormant and its principal nature of business shall be dealing or managing investment in securities of venture capital companies, investment holding and providing financial and advisory services. (2) Pica Venture Capital Management Sdn. Bhd. (Company No. 594987-D) (PVCM) for a total cash consideration of RM2.00 only. The authorized share capital of PVCM is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each, of which RM2.00 divided into 2 ordinary shares of RM1.00 each have been issued and fully paid up. PVCM is currently dormant and its principal nature of business shall be dealing or managing investment in securities of venture capital companies, investment holding and providing financial and advisory services. PLUS EXRESSWAYS: ELITE Merger Plan Indefinite --------------------------------------------- Plus Exressways Berhad, in reference to the query from the Kuala Lumpur Stock Exchange dated 16 January 2003 pertaining to the article appearing in the New Straits Times, Business Times section on Thursday, 16 January 2003, entitled, "UEM-Renong May Merge Elite and PLUS," clarified that there is no definite plan at this point in time for the merger of Expressway Lingkaran Tengah Sdn Bhd (ELITE) with the Company. The Company reiterates the views expressed by the Managing Director and Chief Executive Officer of United Engineers (Malaysia) Berhad (UEM) as set out in the article that the financial performance of ELITE would be a key factor. The Company would also like to add that careful consideration will be made by the Company and its board of directors of all other relevant factors including the impact of such merger on the Company. In the event of any such plan, due announcements will be made to the Exchange. Kuala Lumpur Stock Exchange's Query Letter content: We refer to the above news article appearing in New Straits Times, Business Times section, page B3, on Thursday, 16 January 2003, a copy of which is enclosed for your reference. In particular, we would like to draw your attention to the underlined sentence, which is reproduced as follows: " THE UEM-Renong Group may merge its two road toll companies - Expressway Lingkaran Tengah Sdn Bhd (Elite) and PLUS Expressways Bhd into one entity. " In accordance with the Exchange's Corporate Disclosure Policy, you are requested to furnish the Exchange with an announcement for public release confirming or denying the above reported article and in particular the underlined sentence after due and diligent enquiry with all the directors, major shareholders and all such other persons reasonably familiar with the matters about which the disclosure is to be made in this respect. In the event you deny the above sentence or any other part of the above reported article, you are required to set forth facts sufficient to clarify any misleading aspects of the same. In the event you confirm the above sentence or any other part of the above reported article, you are required to set forth facts sufficient to support the same. Please furnish the Exchange with your reply within one (1) market day from the date hereof. Yours faithfully LISA LAM Senior Manager Listing Operations LL/WSW/GTH c.c. Securities Commission (via fax) REKAPACIFIC BERHAD: Indra Summary Judgment Application Dismissed ---------------------------------------------------------------- Rekapacific Berhad refers to the announcement dated 3 May 2002 on Suit No. D3-22-1358-2000 in the High Court of Malaya at Kuala Lumpur, Indra Pesona Sdn Bhd v. Rekapacific Berhad. The litigation relates to a Share Sale Agreement dated 27 December 1996 for the sale of 100 million ordinary shares in the capital of Promet Berhad by Indra Pesona to the Company for the sum of RM350 million. Indra Pesona seeks to recover the balance purchase price of RM135 million purportedly due (Indra Pesona's Claim). The Company in turn had filed a counter-claim to recover the sum of RM215 million paid as deposit as the said shares were not transferred to the Company (the Company's Counter-claim). The Honorable Court had earlier granted an order by way of summary judgment (the Judgment) in favor of the Company in respect of the Company's Counter-claim, to which Indra Pesona had filed an appeal. The recent developments are as follows: 1. On 9 January 2003, the hearing of the appeal by Indra Pesona against the Judgment was held in which the Honorable Court directed, inter alia: i) That Indra Pesona's appeal be allowed and the Judgment in favor of the Company be overturned; ii) That an application for summary judgment by Indra Pesona in respect of Indra Pesona's Claim be dismissed; and iii) That Indra Pesona's Claim and the Company's Counter- claim be set down for trial. 2. The Company is presently taking the advice of its solicitors as to the next course of action. TECHNO ASIA: Releases Dec 2002 Production Figures ------------------------------------------------- Techno Asia Holdings Berhad informed the December 2002 production figures of the Group as follows: MT Crude Palm Oil 3833 FFB 8059 Palm Kernel 1235 The Troubled Company Reporter - Asia Pacific reported Monday that the Foreign Investment Committee has no objection to the Proposed Revision to the Proposed Restructuring Scheme of TAHB. The approval is subject to the condition set by the FIC as detailed in the announcement dated 21 November 2002. UNIPHOENIX CORPORATION: Inks Restructuring Agreement With ISSB -------------------------------------------------------------- On behalf of the Board of Directors of Uniphoenix Corporation Berhad, Southern Investment Bank Berhad (SIBB) wishes to announce that the Company has, on 15 January 2003, entered into a conditional Restructuring Agreement with Irama Spektrum Sdn Bhd (ISSB) to undertake the following proposals: (i) Proposed acquisition by ISSB of nine (9) parcels of land measuring approximately 1,621.76 acres (Sungai Buaya Project) and the entire issued and paid-up share capital of Rimau Indah Sdn Bhd (RISB) for a total purchase consideration of RM235,046,400 to be fully satisfied via a cash payment of RM10 and the issuance of 75,046,390 ordinary shares of RM1.00 each (Shares) and 160,000,000 Redeemable Convertible Cumulative Preference Shares (RCCPS) in ISSB (Proposed Acquisitions); (ii) Proposed revaluation exercise by ISSB of its landed properties pursuant to the Proposed Acquisitions (Proposed Revaluation Exercise); (iii) Proposed bonus issue of 167,139,883 new ISSB Shares via the capitalization of asset revaluation reserves arising from the Proposed Revaluation Exercise (Proposed Bonus Issue); (iv) Proposed capital reduction of UCB's existing issued and paid-up share capital from RM271,248,286 to RM10,849,931 by cancellation of RM0.96 of the par value of each existing Share and subsequent consolidation of 25 ordinary shares of RM0.04 each into one (1) ordinary share of RM1.00 each (UCB Consolidated Share) (Proposed Capital Reduction and Consolidation); (v) Proposed share exchange by shareholders of UCB of their UCB Consolidated Shares for new ISSB Shares on the basis of one (1) new ISSB Share for every one (1) existing UCB Consolidated Share (Proposed Share Exchange); (vi) Proposed restructuring of debts of UCB via the issuance of new ISSB Shares and new ISSB Irredeemable Convertible Cumulative Preference Shares (ICCPS) (Proposed Debt Restructuring); (vii) Proposed restricted offer for sale of the securities received by Dato' Yee Weng Loon, Datin Jane Ch'ng Hui Leng, Panoramic Edge Sdn Bhd (PESB) and Esquire Avenue Sdn Bhd (EASB), Murna Jaya Development Berhad and the UCB's scheme creditors pursuant to the Proposed Rescue Scheme to meet the 25% public spread requirement and minimum number of ICCPS holders (Proposed Restricted Offer for Sale); (viii) Proposed transfer of UCB's listing status on the KLSE to ISSB (Proposed Transfer of Listing Status); and (ix) Proposed exemption to Dato' Yee Weng Loon, Datin Jane Ch'ng Hui Leng, PESB and EASB and parties connected to them namely, Tan Ching Yong, Tang Mooi Yin, Tang Ka Chee and Tan Boon Chai @ Lee Boon Chuan from the obligation to undertake a mandatory offer for the remaining ISSB Shares not already held by them upon completion of the Proposed Rescue Scheme under the Malaysian Code on Take-overs and Mergers, 1998 (Proposed Exemption). Go to http://www.bankrupt.com/misc/TCRAP_UCP0121.docfor further information on the Proposals. UNIPHOENIX CORPORATION: Restraining Order Expired ------------------------------------------------- Uniphoenix Corporation Berhad refers to the announcement made on 22 October 2002 in relation to the granting of a restraining order by the High Court of Malaya (Court) on 17 July 2001, to restrain all further proceedings in any action or proceeding whatsoever and howsoever against UCB. On behalf of the Board of Directors of UCB (Board), Southern Investment Bank Berhad wishes to announce that the restraining order expired on 16 January 2003. It is the Board's intention of the Board to submit an application for a new restraining order in due course. ===================== P H I L I P P I N E S ===================== METRO PACIFIC: Takes in New Partner for Nenaco ---------------------------------------------- Metro Pacific Corp. (MPC) is considering giving up a portion of its majority stake in shipping firm Negros Navigation Co. Inc. (Nenaco) to a new investor this year, as part of its capital- raising efforts, the Manila Standard said on Monday, citing MPC Vice President David Nugent. Nugent said MPC is now in talks with several groups, both foreign and local, that range from investment banks to private investors. He did not mention the names. Asked how much of its 98 percent stake MPC is willing to give up, Nugent said the conglomerate will maintain a solid majority of not less than 60 percent. The shipping Company was earlier reported to be in arrears with some of its suppliers, with obligations amounting to over P160 million. Nenaco blamed former employees who had been laid off for the black propaganda. Now under restructuring, Nenaco booked an operating loss of P130 million in 2000. In 2001, it recorded a loss of P355 million before provisioning. Including provisioning, the amount hit P1.36 billion. NATIONAL POWER: Cuts Workforce to 3,800 on Restructuring -------------------------------------------------------- The National Power Corporation (NPC) will cut its workforce to 3,800 from the current 5,144 by end-January as it starts restructuring its operations, AFX Asia reports. Under the power sector reform law, Napocor is bound to cut its workforce, pay 13 billion pesos in termination fees and implement a new Table of Organization by February 1, which may include the rehiring of some of the affected workers. The law also mandates the eventual privatization of the generation and transmission assets of Napocor. Before it began the restructuring, Napocor had 8,567 employees, of whom 3,423 were transferred to the National Transmission Co. Napocor's officer in charge for corporate communications Dennis Gana said newly appointed Napocor President Roger Murga has just signed the new Table of Organization which sets into motion the next round of personnel cuts. NATIONAL POWER: PSALM Issues $250-M Bonds to Raise Funds -------------------------------------------------------- The Power Sector Assets and Liabilities Management Corp. (PSALM) will issue some $250 million-worth of bonds in the first quarter to raise part of the National Power Corp. (Napocor)'s financing requirement for this year, the Philippine Star said on Monday. PSALM President Edgardo del Fonso said the Overseas Private Investment Corp. (OPIC) of the United States government will provide a political risk guarantee for the bond float. "The guarantee, that will be extended by the OPIC, will add to the attractiveness of the bonds. We can use this (guarantee) to attract investors to buy our bonds," Del Fonso said. "We are currently in the process of securing the approval of the Department of Finance (DOF) and the Monetary Board of the Bangko Sentral ng Pilipinas (BSP)," he said. US Ambassador Francis Ricciardone, in a speech during a recent memorandum of understanding (MOU) signing between OPIC and the Philippine Export and Import Corp. (Phil-Exim), said OPIC will take an active role in the power firm's proposed bond float. NATIONAL POWER: Expects P37.5B Losses This Year ----------------------------------------------- The National Power Corp. (Napocor) is forecasting net losses to reach 37.5 billion pesos this year on projections of higher interest and operating expenses, the Business World reports. The power firm reported losses of 25 billion pesos for the January-September period due to a drop in electricity sales and a government-mandated rate cut. It is expecting full-year net losses for 2002 to reach 40.34 billion pesos. Napocor is expecting an almost flat growth in energy sales this year of 40,924 gigawatthours or a measly two percent improvement from 40,133 sold last year. The Company also expects operating expenses to go up by 8.66 billion pesos to 130.85 billion pesos this year primarily due to increased natural gas and fuel purchases, seen to go up by 23 percent to 45.2 billion pesos. Napocor estimates its cash flow deficit to reach 77.6 billion pesos, bulk of which, or roughly 47.7 billion pesos, would be spent in paying down debts. UNIWIDE HOLDINGS: SEC Approves Asset Swap With Creditors -------------------------------------------------------- The Securities and Exchange Commission (SEC) has approved Uniwide Holdings Inc. (UW)'s proposal to swap some assets for the settlement of 6.607 billion pesos in secured debt, BPI Securities reports. Under the approved amendment to its rehabilitation plan, UW will restructure 50 percent of unsecured debt by issuing 1.027 billion pesos in 15-year convertible notes. The remainder of the unsecured debt will be restructured into a 10-year term loan. The notes are convertible into common shares on the third year of issuance, while UW can redeem the notes anytime within the 15-year period. The restructured unsecured debt payments will be funded by cash flow from retail operations with principal payments beginning on the fourth year of the term loan. ================= S I N G A P O R E ================= CHARTERED SEMICONDUCTOR: May Cut More Jobs This Month ----------------------------------------------------- Chartered Semiconductor, which has been incurring two years of losses, may cut more jobs this month in a bid to reduce costs, AFX News said on Thursday. In October of last year, the Company retrenched 300 employees worldwide as losses continued. In the nine months to September, the Company posted a net loss of US$256.8 million, against a loss of 308.45 million a year earlier. Chartered Semiconductor is also looking at idling three of its five production plants in Singapore during the Lunar New Year weekend. CHEW EU: Scheme of Arrangement Update ------------------------------------- Chew Eu Hock Holdings Limited made these announcements: (a) Acquisition of the entire issued and paid up capital of Bukit Panjang Plaza Pte Ltd, Keng Hoe Development Pte Ltd, Siong Hoe Development Pte Ltd and Guan Hoe Development Pte Ltd (The Hiap Hoe Companies) from Hiap Hoe Holdings Pte Ltd Hiap Hoe at a purchase consideration of approximately s$33.3 million and the allotment and issue of 4,483,620,613 ordinary shares of s$0.005 each in the capital of the Company (the consideration) shares in consideration therefore (the acquisition); (b) Scheme of arrangement between the Company, Chew Eu Hock Construction Co. Private Limited CEH Construction and the unsecured creditors of CEH Construction pursuant to section 210 of the companies act, cap. 50 (the scheme) (c) Conversion of Mr Chew Eu Hock's outstanding loan of s$13,098,649 into 187,123,557 shares (the Converted Ms Shares) and the transfer of 48,651,139 converted ms shares to shareholders of the Company (excluding to Mr Chew Eu Hock, Ms Wong Swee Choo and their respective associates) (the Ms loan conversion) (d) Placement of 73,200,000 consideration shares (the placement shares by Hiap Hoe to private investors) (the Hiap Hoe Placees) pursuant to a supplemental letter dated 10 January 2003 (the Hiap Hoe Placement) (e) The enlarged shareholding structure of the Company and the finalized financial effects of the acquisition, the scheme and the ms loan conversion; and (f) Odd lots trading of the Company's shares. TCR-AP reported that Chew Eu Hock Holdings Ltd posted a net loss S$35.325 million in the six months to January 2002 against a loss S$1.129 million a year earlier. I.R.E. CORPORATION: Issues Profit Warning ----------------------------------------- The Board of Directors of I.R.E. Corporation Limited (IRE) refers to the announcement of the Company's results for the first half year period ended 30 June 2002 made on 27 September 2002, wherein the Directors stated in their commentary on current year's prospects that the directors do not expect the Group's performance for Year 2002 to be profitable. In anticipation of the Group's announcement of the year 31 December 2002 expected to be released by the end of March 2003, the Directors regret to announce that the results of the second half of 2002 would be worse than that of the first half of 2002 in view of the intense market competition and the continued slowdown of the construction industry in Singapore and Hong Kong. Consequently, the directors expect a significant loss for the year ended 2002. NATSTEEL LTD: Posts Notice of Shareholder's Interest ---------------------------------------------------- Natsteel Limited posted a notice of changes In Substantial Shareholder Beryl Overseas Ltd's interests: Name of substantial shareholder: Beryl Overseas Limited Beryl Date of notice to Company: 18 Jan 2003 Date of change of deemed interest: 16 Jan 2003 Name of registered holder: Standard Chartered Bank Circumstance(s) giving rise to the interest: Others Please specify details: Receipt by 98 Holdings Pte. Ltd. 98 Holdings of acceptances in respect of an aggregate of 118,874 ordinary shares of S$0.50 each in the capital of NatSteel Ltd Acceptance Shares pursuant to 98 Holdings' mandatory conditional cash offer Offer for all the issued and paid-up ordinary shares of S$0.50 each in the capital of NatSteel Ltd. (Note : For the purpose of this notice, 98 Holdings is regarded as having a direct interest in the Acceptance Shares, regardless of whether or not settlement and transfer of such shares have taken place.) By virtue of Section 7 of the Companies Act, Chapter 50, Beryl has deemed interest in the Acceptance Shares in respect of which acceptances of the Offer are received by 98 Holdings. Information relating to shares held in the name of the registered holder: No. of shares which are the subject of the transaction: 118,874 % of issued share capital: 0.03 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: S$2.06 No. of shares held before the transaction: 188,269,998 % of issued share capital: 50.4 No. of shares held after the transaction: 188,388,872 % of issued share capital: 50.43 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before the transaction: 188,269,998 % of issued share capital: 50.4 No. of shares held after the transaction: 188,388,872 % of issued share capital: 50.43 Total shares: 188,388,872 The percentages above have been computed based on 373,558,237 shares issued as at 18 December 2002. There has been no change in the no. of issued shares since 18 December 2002. SINGAPORE PRESS: Dissolving Final Three Subsidiaries ---------------------------------------------------- Singapore Press Holdings Limited (SPH) on 29 August 1997 announced that its then-subsidiary, Asia Pacific Post Inc (APP), was placed into voluntary liquidation, and that all subsidiaries of APP in Hong Kong would also be placed into voluntary liquidation. The Directors of SPH announced that the last three of the Hong Kong subsidiaries, namely, Mantown Enterprises Limited, Solar River Investments Limited and Video Post Limited, have been dissolved on 15 January 2003, pursuant to voluntary liquidation proceedings commenced earlier. This is not expected to have any material impact on the earnings and net tangible assets per share of SPH. WEE POH: Amends AGM Notice -------------------------- The Seventh Annual General Meeting of Wee Poh Holdings Limited will be held on 31st of January 2003, at The Orchid Country Club, 1 Orchid Club Road, Singapore 769162 at 10:00 a.m. for the following purposes: AS ORDINARY BUSINESS: 1. To receive and adopt the Directors' Report and Accounts for the year ended 30th June 2002 together with the Auditors' Report thereon. (Resolution 1) 2. To approve the payment of Directors' fees totaling $109,000.00 for the year ended 30th June 2002. (Resolution 2) 3. To re-elect Mr. Lee Kok Swee, a Director who is retiring pursuant to Article 95 of the Articles of Association. (Resolution 3) 4. To re-elect Dr. Lim Heng Kow, a Director who is retiring pursuant to Article 95 of the Articles of Association. (Resolution 4) 5. To reappoint Messrs. Deloitte & Touche as Auditors and to authorize Directors to fix their remuneration. (Resolution 5) AS SPECIAL BUSINESS:* 6. To consider if thought fit, to pass the following resolution as an Ordinary Resolution, with or without modifications: "THAT the Directors be and are hereby authorized subject to Section 161 of the Companies Act (Cap. 50), the Articles of Association of the Company and the listing rules of The Singapore Exchange Securities Trading Limited, to allot and issue shares in the Company (whether by way or rights, bonus or otherwise) at any time and upon such terms and conditions and for such purposes and to such persons as the Directors in their absolute discretion deem fit provided that the aggregate number of shares to be issued pursuant to this Resolution does not exceed 50 per cent of the issued share capital of the Company (of which the aggregate number of Shares to be issued other than on a pro rata basis to existing shareholders shall not exceed 20 per cent of the issued share capital of the Company), and unless revoked or varied by the Company in a General Meeting, such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier". (Resolution 6) 7. To transact any other business that may be transacted at an Annual General Meeting. * Explanatory Notes on Special Business to be Transacted (Article 64 of the Company's Articles of Association) The Ordinary Resolution proposed in Item 6 above, if passed, will empower the Directors of the Company from the date of the Annual General Meeting until the date of the next Annual General Meeting to issue shares in the Company. The amount of shares which the Directors may issue under this Resolution would not exceed fifty (50) percentum of the issued share capital of the Company (or in the case of issuance, other than on a pro-rata basis to existing shareholders, such aggregate number of shares shall not exceed twenty percentum (20 percent) of the issued share capital). NOTES: 1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy NEED NOT be a member of the Company. 2. The instrument appointing a proxy must be deposited at the Company's Registered Office at 213 Upper Thomson Road, Singapore 574348, not less than 48 hours before the time set for holding the Annual General Meeting =============== T H A I L A N D =============== BANGCHAK PETROLEUM: SET Lifts `H' Sign From Securities ------------------------------------------------------ The Stock Exchange of Thailand has posted `H' sign to prohibit trading of the securities of Bangchak Petroleum Public company Limited (BCP) from the second trading session of January 16, 2003. This is due to The State Enterprise Policy Committee has arranged the meeting to consider business operation problem and financial restructuring of BCP. Now BCP has publicly released the resolution of The State Enterprise Policy Committee about business operation problem and financial restructuring of BCP to the SET and investors. Therefore, the SET has lifted "H" sign from BCP's securities effective from first trading session of January 17, 2003 onward. BANGKOK STEEL: Undergoes Major Shareholder Change ------------------------------------------------- Bangkok Steel Industry Public Company Limited has the change of major shareholder from Mitsui & Co., Ltd., with shareholding of 20 million shares or 12.50 percent of the total paid-up shares, to Treemit Marketing Co., Ltd. effective from January 16, 2003. Therefore, Treemit Marketing Co., Ltd. is now the major shareholder, holding the 25 million shares or 15.93 percent of the total paid-up shares. This structure change will not affect the existing management team or company operations. PRESIDENT PARK: Files Business Reorganization Petition ------------------------------------------------------ Real Estate Developer President Park Housing Development Company Limited (DEBTOR) filed its Petition for Business Reorganization to the Central Bankruptcy Court: Black Case Number 509/2544 Red Case Number 892/2544 Petitioner : BANGKOK BANK PUBLIC COMPANY LIMITED Planner : ARTHUR ANDERSEN BUSINESS ADVISORY LIMITED Debts Owed to the Petitioning Creditor : 16,562,352,444.00Baht Date of Court Acceptance of the Petition : June 15, 2001 Date of Examining the Petition: July 16, 2001 at 9.00 AM; the objection may be filed with the Central Bankruptcy Court not less than three days prior to the trial date Court postponed the Date of Examining the Petition to July 31, September 10, 20, and 25, 2001 Court had set the date for a Hearing on October 5, 2001 Court Order for Business Reorganization : October 5, 2001 and Appointed Arthur Andersen Business Advisory Limited to be an Interim Executive Announcement of Court Order for Business Reorganization in Matichon Public Company Limited and Siam Rath Company Limited: October 15, 2001 Announcement of Court Order for Business Reorganization in Government Gazette : October 30, 2001 Court Appointment for the Hearing of the Consideration to appoint the Planner : December 6, 2001 Court Order for Appointment of Planner : December 6, 2001 Announcement of Court Order for Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited: December 17, 2001 Announcement of Court Order for Appointment of the Planner in Government Gazette : January 8, 2002 Planner postponed the date of submitting the reorganization plan #1st to May 8, 2002 Planner postponed the date of submitting the reorganization plan #2nd to June 8, 2002 Announcement of Court Order for Cancelled the order for Business Reorganization Matichon Public Company Limited and Siam Rath Company Limited: September 12, 2001 Announcement of Court Order for Canceling the order for Business Reorganization in Government Gazette : August 8 26, 2002 Contact : Ms. Amornrat Tel, 6792525 ext. 132 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 reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***