/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/030127.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, January 27, 2003, Vol. 6, No. 17 Headlines A U S T R A L I A ANACONDA NICKEL: Independent Directors Consider Takeover Offer ANACONDA NICKEL: Mongoose Becomes Substantial Holder GOODMAN FIELDER: Steps Completed for Offer Period Extension GOODMAN FIELDER: Ups Bread Prices Due to High Input Costs HIH INSURANCE: Commission's Reporting Date Extended STADIUM AUSTRALIA: January 29 Meeting Proceeds as Scheduled TOWER LIMITED: Posts 2002 Annual Report VILLAGE ROADSHOW: S&P Places Ratings on CreditWatch Negative C H I N A & H O N G K O N G ANMACS LIMITED: Winding Up Petition Pending CHINA SCI-TECH: In Talks With Third Party to Withdraw Appeal DONG FANG: Sees No Reason for Share Price Decrease E.A.I. COMPANY: Petition to Wind Up Pending EZCOM HOLDINGS: Proposing Capital Restructuring HONSIN DEVELOPMENT: Winding Up Petition Slated for Hearing I-CHINA HOLDINGS: Winding Up Sought by Seapower MAE HOLDINGS: Incurs 2002 Net Loss of HK$10.98M ZHUKUAN WINGFAI: Winding Up Hearing Scheduled February 19 J A P A N AOZORA BANK: Cerberus One Step Closer to Takeover HAZAMA CORPORATION: Asking Creditors to Forgive Y139B in Loans KUMAGAI GUMI: Denies Y250B Financial Aid From SMBC KUMAGAI GUMI: Eyes Radical Restructuring MATSUKURA CORPORATION: Construction Firm Applies for Rehab MIZUHO HOLDINGS: Revises Earnings Estimate for 2002 NEC CORPORATION: Has No Connection to NEC India NIPPON MEAT: No Plans to Avert Earnings Estimates OTARU HILTON: Hotel Management Firm Applies for Rehab TOMEN CORPORATION: Toyota Tsusho May Merge With Firm K O R E A DAEWOO INTERNATIONAL: Posts W21B Profit in 2002 HYNIX SEMICONDUCTOR: Hydis Begins Official Operations Thursday HYUNDAI MERCHANT: Head Ordered to Stay Put in S. Korea M A L A Y S I A AKTIF LIFESTYLE: Seeks Proposed Scheme Settlement With OCBC ARTWRIGHT HOLDINGS: MITI Grants Proposals Conditional Approval CHIN FOH: Will Voluntarily Wind Up Unit DENKO INDUSTRIAL: Proposed Acquisition of Yame Food Terminated GEAHIN ENGINEERING: Seeking Fresh Restraining Order KEMAYAN CORP.: Unit Serves Summons Over Credit Facilities LONG HUAT: Faces Winding Up Petition Over Defaulted Payment NCK CORPORATION: Unit's SA Released From Appointment PAN MALAYSIA: HK High Court Dissolves Subsidiary RAHMAN HYDRAULIC: Extends Proposed Disposal Completion Time SAP HOLDINGS: Unit Served Demand Notice Over Unpaid Debt TAJO BHD: PMBB Files Appeal to SC Re Revised Proposals UH DOVE: Rights Issue Undersubscribed by 99.97% P H I L I P P I N E S BENPRES HOLDINGS: Clarifies "Maynilad Refuses MWSS Budget" Issue DIGITAL TELECOM: NEC Asks Panel to Arbitrate Contract Dispute MABUHAY VINYL: Clarifies P119M Tax Deficiency Case Report MANILA ELECTRIC: Denies Operating Any Customs Bonded Warehouse NATIONAL BANK: December Bad Loan Ratio 51% NATIONAL POWER: Slates New Bidding For Insurance Policy NATIONAL POWER: May Complete Restructuring by February End NATIONAL POWER: Aims to Settle Supply Contract With Meralco S I N G A P O R E CHARTERED SEMICONDUCTOR: Analysts Expects US115.9M Loss in 4Q NEPTUNE ORIENT: Posts Notice of Shareholder's Interest SEATOWN CORPORATION: Proposes Sale of Shares in Insolvent Unit ST ASSEMBLY: Analysts Sees US33.6M Net Loss in Q402 T H A I L A N D BANGKOK STEEL: Treemit Marketing Becomes Major Shareholder NATURAL PARK: Discloses Investments Reports PICNIC GAS: Applies for Re-listing Common Shares Under REHABCO THAI MILITARY: Clarifies Merger Rumor THAI MILITARY: Posts Audit Committee Member, Scope of Duty - - - - - - - - ================= A U S T R A L I A ================= ANACONDA NICKEL: Independent Directors Consider Takeover Offer -------------------------------------------------------------- On 21 January 2003, MatlinPatterson Global Opportunities Partners LP (MatlinPatterson) announced its intention to make a takeover offer (Offer) for Anaconda Nickel Limited (Anaconda) on these terms, and subject to a number of conditions: * $0.12 cash for each Anaconda share existing as at 28 January 2003 (Share Offer); and * $0.01 cash for each right issued under Anaconda's 14 for 1 pro-rata renounceable rights issue (Rights Offer). In response, Anaconda has convened a committee (Committee), under the Chairmanship of the Anaconda Chairman, of the Independent Directors of the Anaconda Board to consider and evaluate the merits of the Offer. The Committee members are not associated with any of MatlinPatterson, Glencore or Anglo American. Caliburn Partnership and Clayton Utz are advising the Committee. Just before close of business (Perth time) on 22 January 2003, Anaconda was served with the Bidder's Statement in relation to the Share Offer from a wholly owned subsidiary of MatlinPatterson. The Committee is currently evaluating the Offer. The Bidder's Statement is not expected to be dispatched to Anaconda shareholders until 5 February 2003 at the earliest. Anaconda is yet to receive the formal documentation relating to the Rights Offer. The Committee has not yet formed a recommendation on the Offers. OFFER CONDITIONS Shareholders should be aware the Offer was unsolicited and is subject to a number of conditions, all of which must either be satisfied or waived by MatlinPatterson before any shareholders who accept the Offer will receive any consideration for their shares or rights. Under the terms of the Rights Offer, the conditions of the Share Offer need to be satisfied or waived by 13 February 2003. One of the conditions of the Offer requires that, by 24 January 2003, Anaconda must either approve the nomination by MatlinPatterson of an Independent Expert, or Anaconda itself must nominate an Independent Expert, who is to be given access to the Murrin Murrin Project (including access to operational sites, operating information and management personnel) and all other relevant information to enable the Independent Expert to conduct due diligence in respect of the past and prospective performance of the Murrin Murrin Project. For this condition to be satisfied, the Independent Expert must report to MatlinPatterson, by 13 February 2003, that the Independent Expert has formed a positive opinion as to the achievability of certain specified operational parameters and budgeted capital expenditure plans in respect of the Murrin Murrin Project (Independent Expert Condition). The Committee has not yet had sufficient time to fully consider the terms and conditions of the Offer to enable them to make a recommendation on the Offer at this time. However, as the Independent Expert Condition requires the Independent Expert to be given access to the Murrin Murrin Project commencing Friday, the Committee feels it is important to announce its position with respect to the Independent Expert Condition. After careful consideration of the Independent Expert Condition, the Committee believes that the MatlinPatterson request to allow a nominated person to have access to the Murrin Murrin Project to conduct due diligence, is not appropriate for the following key reasons: * The investigation of Anaconda assets by a third party brings them to a position of having privileged information; * Anaconda is in compliance with its continuous disclosure obligations and, furthermore, on 20 January 2003 lodged a prospectus for an underwritten rights issue (Anaconda's Rights Issue) following an extensive due diligence process, which disclosed all material matters that the Company considered relevant; * The Committee believes that the market is fully informed on all material matters; * The scope and terms of reference relating to the Independent Expert Condition are highly subjective and the parameters are so broad that the question of whether or not it has been satisfied is incapable of objective determination; and * The Independent Expert Condition creates an option for MatlinPatterson, which potentially will severely disadvantage holders of Anaconda shares and rights. Although the Committee is yet to receive and review the formal Rights Offer documentation, it appears MatlinPatterson has up until 13 February to either waive the condition or advise as to whether the condition has been satisfied. As rights trading under Anaconda's Rights Issue closes on 7 February 2003, MatlinPatterson's Rights Offer closes on 13 February 2003 and Anaconda's Rights Issue closes on 14 February 2003, if rights holders accept MatlinPatterson's Rights Offer and then discover that the condition has not been met they will have no ability to sell their rights entitlement and little time to consider whether to exercise their rights entitlement under Anaconda's Rights Issue. The Committee is concerned to ensure that the Offer complies with all legal requirements so that they can finalize their evaluation of the Offer in order to make a recommendation to shareholders. The Committee will be writing to MatlinPatterson on Friday expressing concerns about a number of aspects of the Offer and seeking resolution on these matters expeditiously. In the event that a commercial resolution to these concerns cannot be reached, the Committee intends to lodge an application on these matters with the Takeovers Panel. In the meantime, the Committee advises shareholders to take no action with respect to the Offers. ANACONDA NICKEL: Mongoose Becomes Substantial Holder ---------------------------------------------------- Mongoose Pty Ltd became a substantial shareholder in Anaconda Nickel Limited on 21 January 2003 with a relevant interest in the issued share capital of 91,800,000 ordinary shares (19.89 percent). Go to http://www.bankrupt.com/misc/TCRAP_ANL0127.pdfto see notice of initial substantial holding from Mongoose Pty Limited, a wholly owned subsidiary of MathPatterson Global Opportunities Partners L.P. GOODMAN FIELDER: Steps Completed for Offer Period Extension ----------------------------------------------------------- BPC1 Pty Limited (BPC1), a wholly owned subsidiary of Burns, Philp & Company Limited, has extended the offer period for its takeover offers dated 3 January 2003 (which are contained in its bidder's statement dated 19 December 2002) for all of the ordinary shares in Goodman Fielder Ltd. The offers will now close at 7:00 p.m. on 18 February 2003. Accordingly, Burns Philp gives notice under ASX Listing Rule 3.2 that: (a) BPC1 (and its associates) had a relevant interest in 14.8 percent of Goodman Fielder shares when the first of the offers was made; and (b) at the date of the extension, BPC1 (and its associates) had a relevant interest in 15.62 percent of Goodman Fielder shares. EXTENSION OF OFFER PERIOD BPC1 Pty Limited (a wholly owned subsidiary of Burns, Philp & Company Limited) has extended the offer period for its takeover bid for all the Goodman Fielder Ltd shares by two weeks. The offer is now scheduled to close at 7.00pm (Sydney time) on 18 February 2003. GOODMAN FIELDER: Ups Bread Prices Due to High Input Costs --------------------------------------------------------- As previously indicated, Goodman Fielder Baking Australia advised Friday that it has been forced to increase wholesale bread prices to take effect from late February 2003 as a result of high input costs. The increase will apply to the wholesale price of bread, baked foodsand specialty products. The wholesale price increase will vary depending on a number of factors such as the type of products (including the type of ingredients) as well as the current wholesale price of the product. The decision to increase prices has not been taken lightly. Unfortunately, like many other food manufacturers, Goodman Fielder has encountered significant cost increases recently. These have included unprecedented drought-driven wheat price increases for this year's crop, the highest cash wheat costs ever, which have lifted average wheat and therefore flour prices across the board in Australia, as well as sharp increases in insurance premiums and rising fuel costs. The likelihood of the need to recover these costs was flagged to the market back in September and November 2002. The Company has sought to limit price rises as much as possible through increased productivity and further cost savings throughout the business. Recent commodity cost movements impacting on Goodman Fielder's overseas businesses apply to these businesses only and are unrelated to Friday's announcement by Goodman Fielder Baking Australia. HIH INSURANCE: Commission's Reporting Date Extended --------------------------------------------------- The HIH Royal Commission's reporting date has been extended from 28 February 2003 to 4 April 2003. The extra 5 weeks will ensure that the Commissioner is in the best possible position to present thoroughly considered findings and recommendations. The Attorney General advises that the extensions were agreed to on that basis. The extensions will not require any additional funding for the Royal Commissions. STADIUM AUSTRALIA: January 29 Meeting Proceeds as Scheduled ----------------------------------------------------------- MTM Investment Management Limited (MTM), responsible entity for the Stadium Australia Trust (the Trust), wishes to advise that the meeting of Trust members on Wednesday, 29 January 2003 will proceed. The meeting will take place at 10:00 in the morning in the Gold Members' Dining Room, Level 4, Members' Stand, Telstra Stadium, pursuant to Ogden's Notice of Meeting. MTM has discontinued its action in the Supreme Court of NSW. MTM is now satisfied that members have sufficient information to make a decision at next week's meeting, and that other procedural matters have been addressed. PROXY FORMS If you wish to appoint a proxy, you may do so by using the proxy form accompanying Ogden's Notice of Meeting and sending it to Australia Stock Exchange Perpetual Registrars Limited (ASX Perpetual) at the address on the proxy form, by no later than 48 hours before the meeting. Members have also received a proxy form from MTM with directions to send this proxy form to Computershare Investor Services Pty Limited (Computershare). MTM and Ogden have made arrangements to ensure that ASX Perpetual registers any proxies, which are or have been sent to Computershare and included with all the proxies for the meeting. Therefore, if you have already sent your proxy to Computershare, you do not need to take any further action. RETIREMENT OF MTM Interests associated with MTM will support the passage of both resolutions to be put to members of the Trust on Wednesday, 29 January 2003. If, however, MTM is not voted out at this meeting, MTM intends to retire in accordance with the Corporations Act. This will require a further meeting of members to be held. In relation to its outstanding fees of $890,000 at the date of the meeting, MTM has agreed to accept payment of $734,000. This sum will be payable in cash on 31 December 2003. MTM will also have the use of a corporate suite for certain events in 2003 and 2004. MTM has enjoyed its time as responsible entity of the Trust. Telstra Stadium is a world class sporting venue which has enjoyed a number of highly successful national and international events since its opening in 1999. MTM wishes SAM and the new responsible entity of the Trust well in the future. TOWER LIMITED: Posts 2002 Annual Report --------------------------------------- 2001/2002 SHAREHOLDERS' STATISTICS DISTRIBUTION OF SHAREHOLDERS RANGE OF HOLDINGS NO OF % NO OF % HOLDERS SHARES 1 - 100 26,135 22.31 1,439,370 1.31 101 - 1,000 70,177 59.92 29,254,661 18.37 1,001 - 5,000 18,916 16.15 34,347,185 19.70 5,001 - 10,000 1,138 0.97 7,107,115 3.09 10,001 - 50,000 639 0.55 10,694,191 2.72 50,001 - 100,000 45 0.04 2,885,767 0.75 Over 100,000 70 0.06 89,907,791 54.06 TOTAL 117,120 100.00 175,636,080 100.00 TOP TWENTY REGISTERED SHAREHOLDERS AS AT 30/11/2002 ORDINARY SHARES NAME NUMBER % The National Mutual Life Association of Australasia Ltd 11,953,805 6.81 National Nominees New Zealand Ltd 10,911,914 6.21 RBC Global Services Australia Nominees Pty Ltd 6,754,994 3.85 Credit Union Services Corporation (Australia) 5,555,556 3.16 Public Trust Permanent Nominees Ltd 5,167,670 2.94 RBC Global Services Australia Nominees Pty Ltd 4,610,282 2.63 ANZ Nominees Ltd 4,252,842 2.42 Citicorp Nominees Pty Ltd 3,700,208 2.11 Westpac Banking Corporation 3,531,569 2.01 Citibank Nominees (New Zealand) Ltd 2,892,556 1.65 AMP Investments Strategic Equity Growth Fund 2,805,199 1.60 AMP Life Ltd 2,338,242 1.33 AXA New Zealand Nominees Ltd 2,155,995 1.23 Accident Compensation Corporation 2,054,228 1.17 NZGT Nominees Ltd 1,980,242 1.13 TOWER Trust Ltd 1,967,922 1.12 RBC Global Services Australia Nominees Pty Ltd 1,285,082 0.73 AMP Superannuation Tracker Fund 1,263,177 0.72 Cogent Nominees Ltd 1,213,748 0.69 TEA Custodians Ltd - New Zealand Equities Trust1,161,700 0.66 TOTAL 77,556,931 44.17 The Troubled Company Reporter - Asia Pacific reported last week that TOWER Group will increase TOWER Australia Limited's surplus assets by a further A$30 million. It also said that an independent actuary is undertaking the review and a report are expected to APRA in February 2003. The report will look at admissibility (for capital and solvency purposes) and valuations of certain strategic assets. VILLAGE ROADSHOW: S&P Places Ratings on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services said Thursday that it has placed its 'BB+' long-term corporate credit rating on Village Roadshow Ltd. and its 'BB-' rating on the company's subordinated notes on CreditWatch with negative implications. The CreditWatch replaces the negative outlook on the company's ratings. The CreditWatch placement reflects concern about Village's aggressive financial structure in the context of its earnings profile. The company's financial structure is derived from its active use of operating leases to finance long-term access to cinema sites; high debt levels, incorporating on- and off- balance-sheet debt; and material contingent liabilities. Nevertheless, Village has demonstrated a willingness to restore its financial profile by cutting dividend payments to ordinary shareholders in 2002. Standard & Poor's will review how Village intends to restore its credit protection measures and lower financial risk across the group. Standard & Poor's expects to resolve the CreditWatch by mid-February, 2003. ================================ C H I N A & H O N G K O N G ================================ ANMACS LIMITED: Winding Up Petition Pending ------------------------------------------- Anmacs Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on February 19, 2003 at 10:00 in the morning. The petition was filed on December 18, 2002 by Lai Yin Kam of Flat C, 5/F., Block 3, Seaview Garden, No. 1, Tsing Yung Street, Tuen Mun, New Territories, Hong Kong. CHINA SCI-TECH: In Talks With Third Party to Withdraw Appeal ------------------------------------------------------------ The Directors of China Sci-Tech Holdings Limited refer to the interim report of the Company dated 30th December 2002 for the six months ended 30th September 2002 (Interim Report) in which an explanatory paragraph headed "Fundamental uncertainty" (Paragraph) was included in the auditors' independent review report. The Company is pleased to announce as follows: 1. Payments (Payments) have been received from Mr. Chiu pursuant to the Deed referred in the Paragraph. 2. The Payments have fully covered the judgment debt and all interests ordered by the Court in a judgment (Judgment) on 10th April 2002 in favor of a third party (Third Party) on its claim (Claim) against the Company. Details of the Judgment have been disclosed in the interim report. 3. The Deed however does not extend to cover legal costs and expenses incurred by the Company in relation to the Claim. The legal costs and expenses awarded by the Court in the Judgment in favor of the Third Party are in the course of taxation by the Court. The directors do not consider such legal costs and expenses to be material to the financial position of the Company. 4. The Company is in the course of negotiating with the Third Party to withdraw its appeal against the Judgment to the Court of Appeal of High Court. The Company will make further announcement on the outcome of the negotiation if it considers it appropriate. 5. The financial position of the Company would not be adversely affected by the proposed withdrawal of the appeal against the Judgment as its position is covered by the Payments (save legal costs and expenses as aforesaid). DONG FANG: Sees No Reason for Share Price Decrease -------------------------------------------------- Dong Fang Gas Holdings Limited noted the decreases in the price of the shares of the Company on Friday. Save and except the matter set out in the announcement dated 22nd January, 2003, the Company is not aware of any reasons for such decrease. Save for the matters disclosed in the Announcement, the Company confirms that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. Wrights Investors Service reports that at the end of 2002, Dong Fang Gas had negative working capital, as current liabilities were HK$454.90 million while total current assets were only HK$156.86 million. The company also reported losses during the previous 12 months and has not paid any dividends during the previous 2 fiscal years. E.A.I. COMPANY: Petition to Wind Up Pending ------------------------------------------- The petition to wind up E.A.I. Company Limited is set for hearing before the High Court of Hong Kong on February 19, 2003 at 9:30 in the morning. The petition was filed with the court on December 13, 2002 by Creditor Company Limited whose registered address is situated at 22nd Floor, Prince's Building, Central, Hong Kong. EZCOM HOLDINGS: Proposing Capital Restructuring ----------------------------------------------- Tradings in shares of Ezcom Holdings Limited was suspended at its request at 9:30 in the morning on Friday, 17 January 2003, pending an announcement in relation to the price sensitive case information. The Company is proposing a capital restructuring and to make an open offer of shares to its shareholders, amongst other things, which may involve a `whitewash waiver' application under the Hong Kong code on Takeovers and Mergers. Both proposals are subject, inter-alia, to shareholders approval and therefore may or may not proceed. HONSIN DEVELOPMENT: Winding Up Petition Slated for Hearing ---------------------------------------------------------- The petition to wind up Honsin Development Limited is scheduled for hearing before the High Court of Hong Kong on February 19, 2003 at 9:30 in the morning. The petition was filed with the court on December 13, 2002 by Creditor Company Limited whose registered address is situated at 22nd Floor, Prince's Building, Central, Hong Kong. I-CHINA HOLDINGS: Winding Up Sought by Seapower ----------------------------------------------- Seapower Resources International Limited (provisional liquidators appointed), Seapower Finance Limited and Seapower Secretaries Limited, are seeking the winding up of I-China Holdings Limited. The petition was filed on December 3, 2002, and will be heard before the High Court of Hong Kong on February 5, 2003. The Petitioners holds its registered office at 7th Floor, Allied Kajima Building, 138 Gloucester Road, Wanchai, Hong Kong. MAE HOLDINGS: Incurs 2002 Net Loss of HK$10.98M ----------------------------------------------- MAE Holdings Limited announced on 24 January 2003: Year end date: 30/04/2003 Currency: HKD Auditors' Report: N/A Review of Interim Report by: Audit Committee (Unaudited) (Unaudited) Last Current Corresponding Period Period from 01/05/2002 from 01/05/2001 to 31/10/2002 to 31/10/2001 Note ('000) ('000) Turnover : 62,402 125,379 Profit/(Loss) from Operations : (9,971) (6,535) Finance cost : (1,013) (1,359) Share of Profit/(Loss) of Associates : N/A N/A Share of Profit/(Loss) of Jointly Controlled Entities : N/A N/A Profit/(Loss) after Tax & MI : (10,984) (7,894) % Change over Last Period : N/A % EPS/(LPS)-Basic (in dollars) : (0.0039) (0.0029) -Diluted (in dollars) : (0.0038) N/A Extraordinary (ETD) Gain/(Loss) : N/A N/A Profit/(Loss) after ETD Items : (10,984) (7,894) Interim Dividend : NIL NIL per Share (Specify if with other : N/A N/A options) B/C Dates for Interim Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for : N/A Current Period B/C Dates for Other Distribution : N/A Remark: LOSS PER SHARE The calculation of basic loss per share is based on the net loss from ordinary activities attributable to shareholders for the period of HK$10,984,000 (2001 : HK$7,894,000) and the weighted average of 2,843,110,000 (2001 : 2,747,360,000) ordinary shares in issue during the period. The calculation of diluted loss per share is based on the net loss from ordinary activities attributable to shareholders for the period of HK$10,984,000 and 2,853,305,000 ordinary shares, being the weighted average number of ordinary shares in issue during the period, adjusted for the effects of dilutive potential ordinary shares outstanding during the period. The diluted loss per share was not presented for the last corresponding period ended 31 October 2001 as there were no dilutive potential ordinary shares. ZHUKUAN WINGFAI: Winding Up Hearing Scheduled February 19 --------------------------------------------------------- The High Court of Hong Kong will hear on February 19, 2003 at 10:00 in the morning the petition seeking the winding up of Zhukuan Wingfai Construction Company Limited. Li Tung Ming of Flat Q, 8/F., Maylun Apartments, No. 23 Shu Kuk Street, North Point, Hong Kong filed the petition on December 13, 2002. Tam Lee Po Lin, Nina represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Tam Lee Po Lin, Nina, which holds office on the 27th Floor, Queensway Government Offices, 66 Queensway, Hong Kong. ========= J A P A N ========= AOZORA BANK: Cerberus One Step Closer to Takeover ------------------------------------------------- Aozora Bank Ltd. is set to give Cerberus Capital Management permission to proceed with due diligence when it meets on January 24, moving a step closer towards gaining control of the bank, the Financial Times and Dow Jones reported Thursday. Aozora has been at the center of a takeover battle between Cerberus and Sumitomo Mitsui Financial Group Inc. (SMFG) to take over a stake in the bank, which has been put up for sale by Softbank Corporation. Cerberus already holds 12 percent, while Tokio Marine & Fire Insurance Co. holds 14.9 percent. Once given permission to conduct due diligence, Cerberus would likely proceed with the acquisition of an additional stake of between 5 percent and 7.9 percent in Aozora from Softbank, taking its stake to between 17 percent and 19.9 percent, the report said. Cerberus is able to secure the additional stake as it has the right of first refusal to acquire any shares put up for sale by Softbank. It would also hold the right of refusal should Orix or Tokio Marine wish to sell their stakes. When this larger stake is combined with the 14.9 percent stakes held by Orix and Tokio Marine, it rises to a possible 49 percent, while SMFG would then only be able to purchase around 44 percent. Aozora Bank has a total of 469.7 billion yen in bad loans as of June end, down 19.9 billion yen from the end of March, the Troubled Company Reporter-Asia Pacific reports. Aozora Bank (formerly Nippon Credit Bank) was the second Japanese credit bank nationalized in the wake of Asia's financial crisis after the Long-Term Credit Bank of Japan (now Shinsei Bank, owned by US investor group Ripplewood Holdings). Bad loans and Japan's "Big Bang" financial deregulation added to the bank's troubles. Traditionally a lender to small and midsized businesses, before the takeover it had started closing overseas branches and expanding its financial services. Aozora has a network of 15 branches in Japan and about five offices overseas. A consortium led by Japan's SOFTBANK took over Aozora Bank after finally reaching an agreement with the government. HAZAMA CORPORATION: Asking Creditors to Forgive Y139B in Loans -------------------------------------------------------------- Hazama Corporation has asked more than 40 creditors to forgive claims worth 139 billion yen in loans, Kyodo News said on Friday. The requested debt waiver is separate from 10 billion yen worth of debt-for-equity swap deals Hazama wants to conclude with the creditors. Hazama recently announced it would request financial support, including a debt-for-equity swap, from its major creditor banks, including main bank Mizuho Corporate Bank, the Troubled Company Reporter-Asia Pacific reports. In response, Mizuho Corporate Bank expressed its intention to provide full support to Hazama's restructuring plan. The renewed restructuring plan is more drastic than the original plan launched in 2000, and should boost the likelihood of improvement in Hazama's financial profile. However, given the continued difficult business environment in the construction industry, Mizuho Corporate Bank will remain exposed to the high business risk of Hazama, including the possibility that additional financial support could be required. KUMAGAI GUMI: Denies Y250B Financial Aid From SMBC -------------------------------------------------- Kumagai Gumi Co. Limited denied earlier reports from Nihon Keizai Shimbun that Sumitomo Mitsui Banking Corporation is considering a plan to provide the Company with a financial aid worth 250 billion yen, AFX Asia reports. The report said of the 250 billion yen financial support, some 200 billion yen was expected to consist of debt waivers and the rest will consist of debt-for-equity swaps. KUMAGAI GUMI: Eyes Radical Restructuring ---------------------------------------- Kumagai Gumi Co. will spin off its money-losing real estate business and introduce sweeping corporate changes in hopes of surviving as a slimmer Company half the present size, Kyodo News said on Friday. Under the redesigned restructuring plan, the Company will stay away from real estate business, which has weighed heavily on the Company's finances, and focus on construction projects and civil engineering. MATSUKURA CORPORATION: Construction Firm Applies for Rehab ---------------------------------------------------------- Matsukura Corporation, which has total liabilities of 36.08 billion yen against a capital of 450 million yen, recently applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The construction and civil engineering firm is located at Shinagawa-ku, Tokyo, Japan. MIZUHO HOLDINGS: Revises Earnings Estimate for 2002 --------------------------------------------------- Mizuho Holdings, Inc. (MHHD) revised its consolidated earnings estimate for the fiscal year ending March 31, 2003 due to drastic a financial resolution that further accelerates the execution of "Change & Speed-Up Program" and "Business Reorganization," which it announced in November and December in accordance with the purpose of the "Program for Financial Revival" issued by the Financial Services Agency. Earnings Estimate for the fiscal year ending March 31, 2003 (Consolidated) (Units: Billion of Yen) Ordinary Income Ordinary Profits Net Income Previous Estimate 3,500 -210 (loss) -220(loss) November 2002 Revised Estimate 3,500 -1,750 (loss) -1,950(loss) Change - -1,540 -1,730 No revision is announced with regard to the earnings estimate of Operating Income and Ordinary Profits on a non-consolidated basis. If MHHD devalues the shares of subsidiaries based upon the situations and circumstances as of March 31, 2003, it will release a revision of the earnings estimate of Net Income on a non-consolidated basis. Even if the earnings estimate of non-consolidated Net Income is revised, there will be no effect on the above mentioned earnings estimate on a consolidated basis. For more information, go to http://bankrupt.com/misc/tcrap_mizuho0124.pdf NEC CORPORATION: No Connection With NEC Engineering of India ------------------------------------------------------------ NEC Corporation issued a Company statement confirming that NEC Corporation and its subsidiaries worldwide have no connection or relationship with NEC Engineering Private Ltd. of India. NEC Engineering Private Ltd. has been mentioned in recent news coverage in connection with alleged exports to Iraq. NEC Corporation and its subsidiaries worldwide have no business dealings in Iraq or with the government of Iraq. The company is pursuing legal action in India to prevent NEC Engineering Private Ltd. from using the NEC name, which is a registered trademark of NEC Corporation worldwide. For the fiscal year through March, NEC expects to post a Y10 billion group net profit, marking a major turnaround from the Y312.0 billion loss it posted last year. According to Wright Investor's Service, during the 12-month period ending March 31, 2002, the Company reported losses of 187.06 per share, implying that the management believes that the Company will return to profitability soon. NEC Corporation www.nec.com is one of the world's leading providers of Internet, broadband network and enterprise business solutions dedicated to meeting the specialized needs of its diverse and global base of customers. Ranked as one of the world's top patent-producing companies, NEC delivers tailored solutions in the key fields of computer, networking and electron devices, through its three market-focused, in-house companies: NEC Solutions, NEC Networks and NEC Electron Devices. NEC Corporation employs more than 140,000 people worldwide and had net sales of approximately $39 billion in the fiscal year ended March 2002. NIPPON MEAT: No Plans to Avert Earnings Estimates ------------------------------------------------- Nippon Meat Packers Inc. has no immediate plans to revise its earnings estimate, but the firm's recent sales trend shows it may avert losses for the fiscal year to March, Dow Jones said on Friday. The Company projects a group net loss of 1 billion yen on sales of 900 billion yen for the year to March. The Company attributes the loss to the impact of a meat-labeling scandal last year. In August, it was discovered that the Company obtained government subsidies by repackaging imported beef as Japanese beef. The government subsidies were introduced as part of a meat buyback scheme in the wake of an outbreak of mad-cow disease in Japan. OTARU HILTON: Hotel Management Firm Applies for Rehab ----------------------------------------------------- Otaru Hilton, which has total liabilities of 8.2 billion yen against a capital of 2 billion yen, recently applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The hotel management firm is located at Otaru-si, Hokkaido, Japan. TOMEN CORPORATION: Toyota Tsusho May Merge With Firm ---------------------------------------------------- Toyota Tsusho Corporation is likely to merge with Tomen Corporation, the ailing trading house in which it holds an 11.5 percent stake, Kyodo News said on Friday. Toyota Tsusho, a trading house affiliated with Toyota Motor Corporation, has unveiled plans to integrate business operations with Tomen while purchasing new shares in Tomen by September this year. ========= K O R E A ========= DAEWOO INTERNATIONAL: Posts W21B Profit in 2002 ----------------------------------------------- Daewoo International Corporation reported a net profit of 21 billion won in 2002, versus a net loss of 99 billion a year earlier, on the back of corporate restructuring plans, AFX Asia said on Friday. Sales totaled 6.354 trillion won compared to sales of 6.348 trillion won in 2001. This year, it aims to achieve a net profit of 22.1 billion won and an operating profit of 98.2 billion on sales of 3.8 trillion. According to a previous TCR-AP report, Daewoo International Corp. and Daewoo E&C Co. are expected to graduate from the government-led debt workout scheme by 2003. The management authority will aid in upgrading the credit rating of the Daewoo affiliates, though it would still be difficult to get fresh lines of credit due to the workout agreement. HYNIX SEMICONDUCTOR: Hydis Begins Official Operations Thursday -------------------------------------------------------------- Hydis, former TFT-LCD panel unit of Hynix Semiconductor Co., which was taken over by China's BOE Technology Group, started official operations on January 23 under the name "BOE Hydis" after the completion of acquisition procedures, Asia Pulse reports. The Chinese firm has pumped capital of US$150 million into BOE Hydis and raised syndicated loans totaling $188 million, which were lead-managed by the Korea Exchange Bank (KEB). It plans to expand its capital by $40 million soon. Hynix' ongoing restructuring drive could also be boosted by the takeover. This included a debt-for-equity swap and an extension of the maturity of some loans. DebtTraders reports that Hyundai Semiconductor's 8.625 percent bond due in 2007 (HYUS07KRA1) trades between 60 and 65. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1 HYUNDAI MERCHANT: Head Ordered to Stay Put in S. Korea ------------------------------------------------------ South Korea has ordered Chung Mong-hun, the head of Hyundai Group, not to leave the country pending an investigation into allegations that he might have given unauthorized money to North Korea, AP Online and Dow Jones said on Friday. State prosecutors ordered Chung Mong-hun to stay put until advised otherwise. The main opposition Grand National Party raised suspicions last year that President Kim Dae-jung might have given North Korea 400 billion won to facilitate a historic summit with the North's leader, Kim Jong Il, in June 2000. The opposition claimed Hyundai Merchant Marine Co., which has been involved in projects in North Korea, passed along the money. Hyundai said Friday it will submit documents next week that prove the entire loan was used by the Company and no money was illegally passed to North Korea. =============== M A L A Y S I A =============== AKTIF LIFESTYLE: Seeks Proposed Scheme Settlement With OCBC ----------------------------------------------------------- Further to the announcement dated 18 December, 2002 regarding the Writ of Summons Served on Aktif Lifestyle Stores Sdn Bhd (ALS) and Aktif Lifestyle Corporation Berhad (Aktif or the Company), Kuala Lumpur High Court Suit No. D8-22-2108-2002. The Board of Directors of Aktif Lifestyle Corporation Bhd informed that on 22 January, 2003 Aktif and ALS (a wholly-owned subsidiary of Aktif) has been served a Writ of Summons dated 31 December, 2002 by OCBC Bank (Malaysia) Berhad (OCBC) for the repayment of RM10,000,000 which OCBC has paid to ING Insurance Berhad (ING) under the bank guarantee extended by OCBC to ING. Aktif and ALS will be defending the claim under this suit whilst continuing to seek a settlement with OCBC in conjunction with its proposed scheme to regularize its financial affairs. ARTWRIGHT HOLDINGS: MITI Grants Proposals Conditional Approval -------------------------------------------------------------- Reference is made to the announcement dated 5 November 2002 in relation to the Proposals, which involves: * Proposed bonus issue of 11,618,127 new ordinary shares of RM1.00 each in the Company (Bonus Shares) on the basis of one (1) Bonus Share for every two (2) existing ordinary shares of RM1.00 each in the Company (Artwright Shares) held on a date to be determined and announced later (Proposed Bonus Issue) * Proposed private placement of up to 5,228,000 new ordinary shares of RM1.00 each in the Company (Placement Shares), representing approximately fifteen percent (15 percent) of the issued and paid-up share capital of the Company after the Proposed Bonus Issue, with up to 5,228,000 warrants (Artwright Warrants) on the basis of one (1) Placement Share with one (1) Artwright Warrant (Proposed Private Placement) Affin Merchant Bank Berhad (Affin Merchant), on behalf of the Board of Directors of Artwright Holdings Berhad announced that the Ministry of International Trade and Industry (MITI), via its letter dated 20 January 2003, has no objections to the above Proposals, subject to these conditions: (i) the approval of the Securities Commission; and (ii) the approval of the Foreign Investment Committee; being obtained. Artwright Holdings also announced that MITI has no objection on the extension of time for another two (2) years from the date of the submission (being 29 November 2002), for Artwright to increase its bumiputera shareholding to 30 percent. CHIN FOH: Will Voluntarily Wind Up Unit --------------------------------------- Chin Foh Berhad announced that its 60 percent owned subsidiary, Mighty Chapter Sdn Bhd (MCSB) held an Extraordinary General Meeting on 23 January 2003 at which it was resolved that MCSB be wound up voluntarily. MCSB was incorporated in Malaysia and is principally involved in investment holding. It has an authorized share capital of RM25,000,000 comprising 25,000,000 ordinary shares of RM1 each of which RM22,000,001 comprising 22,000,001 ordinary shares of RM1 each have been issued and fully paid-up. The total investment cost in MCSB is RM4,800,000. The shareholders of MCSB also approved the appointment of Mr Michael Joseph Monteiro and Mr Heng Ji Keng of Ferrier Hodgson MH, at 22-M, Jalan Tun Sambanthan 3, 50470 Kuala Lumpur as joint and several Liquidators. The return to the creditors and shareholders will be worked out during the course of the liquidation under the applicable laws and statutes. There will be no operational impact on the CFB Group as MCSB is inactive. Other than the liquidation expenses, the voluntary liquidation of MCSB is not expected to have any material effect on the earnings and net tangible assets of the CFB Group and it will not have any effect on the issued and paid-up capital of CFB. None of the directors or substantial shareholders of CFB or persons connected to them has any interest in the voluntary liquidation. DENKO INDUSTRIAL: Proposed Acquisition of Yame Food Terminated -------------------------------------------------------------- Further to the announcement dated 30 December 2002, Public Merchant Bank Berhad (PMBB) on behalf of Denko Industrial Corporation Berhad, announced that the Board of Directors of Denko had on 22 January 2003 decided not to proceed with the proposed acquisition of 992,000 ordinary shares of RM1.00 each, representing the entire equity interest in Yame Food & Confectionery Sdn Bhd. In addition, PMBB, on behalf of Denko, wishes to announce that Denko and the vendors of Winsheng Plastic Industry Sdn Bhd, Aliran Mujarab Sdn Bhd, Lean Teik Soon Sdn Bhd and Eromax Industries Sdn Bhd having deliberated on the conditions imposed by the Securities Commission (SC) via its approval letter dated 23 December 2002 (Approval Letter) in relation to the Proposed Corporate And Debt Restructuring Scheme (PCDRS), had accepted the terms and conditions imposed by the SC save and except for the condition as stipulated in paragraph 3(i) of the Approval Letter, which they would appeal to the SC to vary. In this respect, PMBB will accordingly submit the said appeal to the SC, the details of which will be announced upon SC's approval being obtained. GEAHIN ENGINEERING: Seeking Fresh Restraining Order --------------------------------------------------- Geahin Engineering Berhad, in relation to the Proposed Corporate Restructuring Exercise, had on 23 October 2002 announced that the Company had obtained a Restraining Order granted by the High Court of Malaya pursuant to Section 176 (10) of the Companies Act, 1965, for a period of ninety (90) days from the date of the order dated 23 October 2002. The Order expired on 23 January 2003. The Company is now proceeding to apply for a fresh Court Convened Meeting and at the same time do the necessary to prepare for obtaining a fresh Restraining Order. KEMAYAN CORP.: Unit Serves Summons Over Credit Facilities --------------------------------------------------------- The Board of Directors of Kemayan Corporation Berhad (Kemayan) hereby inform the Exchange that Malaysia Building Society Bhd (MBSB) had on 22 January 2003 served an originating summons on Kemayan Resort Villa Sdn Bhd (KRV), a subsidiary company of Kemayan claiming against KRV for the possession of the land held under HS(D) 579 lot PT 13830, Mukim Kuala Paka, Terengganu Darul Iman (the Land) charged to MBSB. KRV is engaging solicitors to defend the claim. MBSB is claiming the possession of the land on a date to be fixed by the Terengganu High Court to satisfy defaulted credit facilities totaling RM56,145,429.68 as at 10 December 2002 with interest at 9.75 percent per annum and an additional 1 percent per annum on monthly rest from 11 December 2002 to date of full payment. The credit facilities are guaranteed by Kemayan. The financial and operational impact on the Group is not expected to be significant as the resort is currently at approximately break even operating position. The Directors are of the opinion that the provision of RM4.75 million already made by the Group is adequate to cover any anticipated claim by MBSB. Hence, no further material expected loss to the Group is anticipated. LONG HUAT: Faces Winding Up Petition Over Defaulted Payment ----------------------------------------------------------- Long Huat Group Berhad announced that Public Bank Berhad served the Company and its wholly owned subsidiary, Long Huat Mktg (M) Sdn Bhd, with Winding up petitions, on 15 January 2003. The petitions were served on LHuat as a second defendant and Long Huat Mktg being the first defendant, for the amount outstanding under bank facilities granted to Long Huat Mktg, which had been defaulted. The details of the winding up petitions are as follows: 1) Date of presentation of the winding-up petition The winding-up petitions were presented at the Kuala Lumpur High Court on 18 December 2002 by Public Bank's solicitors Messrs Iza Ng Yeoh & Kit and will be heard at the Kuala Lumpur High Court on 26 March 2003. 2) Particulars of the Claim and amount According to the petitions, the sum due and amount owing to Public Bank of approximately RM2.197 million by Long Huat Mktg under various banking facilities which had been defaulted was in respect to a judgment dated 19 February 2002 obtained against LHuat and Long Huat Mktg in the proceeding of Kuala Lumpur High Court. 3) Details of the Default LHuat is a guarantor pursuant to various banking facilities granted to Long Huat Mktg. The petitioner had obtained a final Judgment against LHuat and Long Huat Mktg in the High Court on 19 February 2002. From the time the final Judgment was entered, no payment has been made either by LHuat or Long Huat Mktg. Accordingly, Public Bank had on 29 May 2002 via Messrs Iza Ng Yeoh & Kit served notice of winding-up against L.Huat and Long Huat Mktg and followed by the aforesaid petitions. 4) Details of LHuat and Long Huat Mktg LHuat is an investment holding company, which has various subsidiaries which manufacture timber mouldings, veneer, veneer wrapped mouldings, furniture parts, furniture and shoes. It was listed on the Second Board of Kuala Lumpur Stock Exchange with an authorized and issued paid-up capital of RM50,000,000 and RM37,344,000, respectively. Long Huat Mktg is a wholly owned subsidiary of LHuat and was principally involved in marketing of timber, furniture parts and shoes. LHuat Group as well as Long Huat Mktg had ceased their business operations and currently have no any income generating activities. 5) Financial and Operation Impact The winding-up process would not have a material impact on the financials and operations of LHuat and Long Huat Mktg since the LHuat Group had ceased its business operations. 6) Expected losses There is no further expected material loss to LHuat and Long Huat Mktg save for legal costs and other costs related to the winding-up proceedings. 7) Steps taken and proposed in respect of the winding up petition The Board of Directors of LHuat is in the process of instructing its solicitors to set aside the petition against LHuat as it is in the process to restructure the Company for the purpose to regularize the financial position of the Company. NCK CORPORATION: Unit's SA Released From Appointment ---------------------------------------------------- NCK Corporation Berhad (Special Administrators Appointed) announced that pursuant to Section 28(2) of the Pengurusan Danaharta Nasional Berhad Act, 1998, the Oversight Committee, on the recommendation of Pengurusan Danaharta Nasional Berhad, has approved the termination of the Special Administrators (SA) of NCK Wire Products Sdn Bhd (Special Administrators Appointed) (NCKW), a subsidiary of NCK. In view of the above, the SA of NCKW have been released from their appointment with effect from 23 January 2003. The SA of NCKW and the moratorium in respect of NCKW are terminated with effect from 23 January 2003. Subsequently, NCKW be wound up voluntarily by way of a creditors' voluntary liquidation and Mr Lim Tian Huat and Mr Adam Primus Varghese Abdullah be appointed as Joint Provisional Liquidators for the purpose of winding up of NCKW with effect from 23 January 2003. PAN MALAYSIA: HK High Court Dissolves Subsidiary ------------------------------------------------ Pan Malaysia Holdings Berhad informed that consequent to the winding-up order made by the Hong Kong High Court against its 55 percent owned subsidiary Grand Union General and Motor Insurance Co. Ltd on 12 December 1990, Grand Union has been dissolved on 23 January 2003 pursuant to section 226A(2) of the Companies Ordinance (Chapter 32) of the Laws of Hong Kong. Grand Union General and Motor Insurance Co. Ltd was incorporated in Hong Kong on 9 March 1976. PMH had an effective interest of 55 percent in Grand Union General and Motor Insurance Co. Ltd prior to its dissolution. RAHMAN HYDRAULIC: Extends Proposed Disposal Completion Time ----------------------------------------------------------- Reference is made to the Proposed Disposal of Pinang Tunggal Estate, together with buildings erected thereon and motor vehicles, to Perbadanan Kemajuan Negeri Kedah (PKNK) for a total cash consideration of RM80,000,000 (Proposed Disposal) Further to the announcement on 14 June 2002, Rahman Hydraulic Tin Berhad announced that it has agreed to grant PKNK's request for an extension of time until 28 February 2003 to obtain all the necessary approvals from the relevant authorities to complete the Proposed Disposal. SAP HOLDINGS: Unit Served Demand Notice Over Unpaid Debt -------------------------------------------------------- SAP Holdings Berhad announced that its subsidiary Perangsang International Sdn Bhd (PISB) has on 23rd January 2003 been served with a Notice of Demand pursuant to Section 218 Companies Act 1965 by KJSB Cladding & Construction Sdn Bhd (KJSB). In the Notice, KJSB is claiming the sum of RM10,616-40 being the amount allegedly due under MATRADE Project to be paid within 21 days of the receipt of the said Notice failing which it would be deemed that PISB is unable to pay its debt and a winding-up petition would be commenced against PISB. PISB is now negotiating with KJSB and a settlement scheme will be proposed in due course. On this premise, the Solicitors are of the opinion that PISB may successfully challenge the prospective winding-up proceedings from being instituted by the KJSB . SAP does not envisage any adverse consequences arising out of the issuance of the Section 218 Notice referred above. TAJO BHD: PMBB Files Appeal to SC Re Revised Proposals ------------------------------------------------------ Public Merchant Bank Berhad (PMBB) announced that Tajo Berhad and the respective vendors of the proposed acquisitions, namely Mr. Ong Kah Huat and Mr. Cheong Chee Yun (Saferay Vendors), Malaysian Assurance Alliance Berhad and Tokojaya Sdn Bhd having deliberated on the terms and conditions imposed by the Securities Commission (SC) vide its approval letter dated 24 December 2002 in relation to the Proposed Restructuring Exercise and the Proposed ESOS, have accepted the terms and conditions imposed by the SC save and except for a condition imposed on the Saferay Vendors and the revisions in the valuation of the properties to be acquired by the SC. In this respect, PMBB on 23 January 2003, submitted an application to the SC to appeal on the said condition and revisions. The details of the appeal will be announced upon receipt of the SC's reply. UH DOVE: Rights Issue Undersubscribed by 99.97% ----------------------------------------------- On behalf of UH Dove Holdings Berhad, Malaysian International Merchant Bankers Berhad announced that as at the close of acceptance and payment of the Rights Issue at 5:00 p.m. on 21 January 2003, the Rights Issue has been undersubscribed by 99.97 percent. The details of the Rights Shares acceptances and excess Rights Shares applications are set at http://www.bankrupt.com/misc/TCRAP_UHDove0127.gif. As disclosed in the Abridged Prospectus dated 24 December 2002, the minimum level of subscription for the Rights Issue is 13,500,000 Rights Shares for which underwriting arrangements have been made. Accordingly, the underwriters will subscribe for the 13,500,000 unsubscribed Rights Shares. Based on the above, only 13,509,000 Rights Shares will be issued by UHD pursuant to the Rights Issue. ===================== P H I L I P P I N E S ===================== BENPRES HOLDINGS: Clarifies "Maynilad Refuses MWSS Budget" Issue ---------------------------------------------------------------- Benpres Holdings responded to the news article entitled "Maynilad refuses to cover MWSS budget" published in the January 16, 2003 issue of the Philippine Daily Inquirer. The article reported that: "Maynilad Water Services Inc. has refused to pay its share of the Metropolitan Waterworks and Sewerage System's current operating budget. The MWSS said under its concession agreement, Maynilad was suppose to pay some P141 million each year." Benpres Holdings Corporation (BPC), in its letter dated January 20, 2003, disclosed that: The news article contains some inaccurate information. In a letter dated January 13, 2003, Maynilad requested from MWSS details of the MWSS budget for the years 1998 to 2003. This is the basis of the computation of Maynilad's share in the MWSS budget Charging Year 2003. Maynilad wants to make sure that the figure being charged to them is accurate within the context of the Concession Agreement. Maynilad believes that the request for detais of MWSS is reasonable and should not be misconstrued as a refusal to pay. For a copy of the letter to MWSS, click on http://bankrupt.com/misc/tcrap_benpres0124.pdf DIGITAL TELECOM: NEC Asks Panel to Arbitrate Contract Dispute ------------------------------------------------------------- NEC Corporation (NEC) has asked the International Chamber of Commerce to arbitrate a contract dispute between NEC and Digital Telecommunications Philippines, Inc. (Digitel) and to collect payments owed under the contract, BPI Securities reports. NEC canceled the contract due to Digitel's failure to pay despite the near completion of the telephone system it installed. It added that Digitel also failed to execute a chattel mortgage on the equipment delivered. In 2002, NEC demanded payment of principal amounting to US$220.44 million owed by Digitel. However, Digitel said it did not settle the amounts owed to NEC because the latter failed to perform contractual obligations under its supply contract. It added it would contest NEC's plan to have international arbiters settle the dispute. According to a Wright Investor's Service dossier, Digitel at the end of 2001 had negative working capital, as current liabilities were 8.99 billion pesos while total current assets were only 6.01 billion pesos. MABUHAY VINYL: Clarifies P119M Tax Deficiency Case Report --------------------------------------------------------- Mabuhay Vinyl Corporation (MVC) refers to the news article which came out in Section B-5 of January 23, 2003 issue of the Philippine Daily Inquirer entitled "Mabuhay Vinyl Loses P119-M Tax Deficiency Case." Paragraph 5 of news article states that "The Company now claims to be the biggest domestic producer of caustic soda and together with subsidiary Philippine Resins Industries Inc., is the biggest producer of PVC resins. Kindly be advised that pursuant to MVC's disclosures dated 12 February 2001 and 30 March 2001, MVC has totally divested of its 49 percent shareholdings in Philippine Resins Industries (PRII). Hence, PRII is no longer a subsidiary. For a copy of the press release, visit http://bankrupt.com/misc/tcrap_mabuhay0124.pdf MANILA ELECTRIC: Denies Operating Any Customs Bonded Warehouse -------------------------------------------------------------- Manila Electric Co. (Meralco) clarified that it does not own or operate any customs bonded warehouse, according to BPI Securities. Meralco made the announcement due to reports that the Bureau of Customs has ordered the closure of warehouses of some of the country's biggest companies for alleged violations of customs laws. The Energy Regulatory Commission (ERC) said that the approval of the unbundling rate petition of the Manila Electric Co. (Meralco) for this month has been delayed due to request from oppositors to extend the submission of final requirements, the Troubled Company Reporter-Asia Pacific reports. Last week, Meralco predicted net profit for 2002 to drop 65-70 percent due to the delay in the energy regulatory body's approval of a previous rate hike petition. The company is currently saddled by huge debts, including a possible obligation to repay customers billions of pesos in illegally transmitted income tax charges. The Supreme Court declared this practice illegal late last year. NATIONAL BANK: December Bad Loan Ratio 51% ------------------------------------------ Philippine National Bank's non-performing loans totaled 44.94 billion pesos, or 51 percent of its loan portfolio, as of December 17, 2002, Dow Jones reports. As of September 20, its bad loans totaled 48.903 billion pesos, or 55 percent of its loan portfolio. NATIONAL POWER: Slates New Bidding For Insurance Policy ------------------------------------------------------- After declaring last Monday's bidding a failure, the National Power Corp. (Napocor) set a new bidding on January 27 for the power firm's $6.5-billion industrial all-risks insurance policy (IAR), the Philippine Star said on Friday. Napocor President Rogelio Murga said the joint bidding committee (JBC) declared the January 20 bidding a failure after only one bidder showed up. "We decided to re-bid it since there was only one pre-qualified bidder that participated during the process," Murga said. The state-run power firm's insurance policy will expire on January 30. According to Alcordo, 14 foreign and local re-insurers have expressed interest in government's invitation to bid. But Alcordo said only three to five brokers would be pre-qualified to bid for the reinsurance of Napocor assets. NATIONAL POWER: May Complete Restructuring by February End ---------------------------------------------------------- The National Power Corporation (Napocor) is set to complete its restructuring by the end of February, the Manila Times reports. As a result of this move, 3,800 employees out of its 5,100- strong work force would be retained to fill in the positions in a reorganized Napocor. Napocor will post vacant positions within the firm, which must be filled by February 28, 2003. At least 1,500 Napocor employees will be retrenched and retired as part of restructuring program in the privatization of the state-owned firm. Of the 3,800 workers at staff level, the power generation cluster gets the biggest chunk of the positions, at 2,430. Between the Strategic Power Utilities Group (SPUG) and Technical Management Services (TMS), there would be 956 positions, while the operations group would have 298 positions. NATIONAL POWER: Aims to Settle Supply Contract With Meralco ----------------------------------------------------------- The National Power Corporation (NPC) hopes to finalize a transition supply contract with Manila Electric Co. (Meralco) before the end of June, according to BPI Securities. NPC expressed willingness to enter into a transition supply pact with Meralco but added that it will still ask the latter to honor its 10-yearsupply contract. The original contract requires Meralco to buy 3,600MW of power per month or about 85 percent of its requirement until 2004 from NPC. But according to Meralco, the new power reform law mandating transition supply contracts has nullified the contract. NPC has imposed a 12 billion pesos penalty on Meralco for not honoring its obligations under the contract. ================= S I N G A P O R E ================= CHARTERED SEMICONDUCTOR: Analysts Expects US115.9M Loss in 4Q ------------------------------------------------------------- According to the average estimate of six analysts polled by Dow Jones Newswires, Chartered Semiconductor is expected to post a loss of US$115.9 million for the quarter ending December 31, narrower than the US$127.2 million loss it reported a year ago. Revenue is estimated at US$104.2 million, up from US$76.1 million last year. The analysts' average estimates for the quarter would bring full-year 2002 losses to US$424.4 million and revenue to US$445.6 million, compared with 2001's loss of US$384.0 million on revenue of US$462.7 million. "All segments (of Chartered's business) are fairly weak in the sense that we're not expecting any sizable growth coming through," said Jatin Doktor, an analysts at GK Goh Stockbrokers. The Company plans to idle two of its plants for eight days as it enters a seasonally slower period around the Lunar New Year holidays. NEPTUNE ORIENT: Posts Notice of Shareholder's Interest ------------------------------------------------------ Neptune Orient Lines Limited posted a notice of changes in substantial shareholder UBS AG's interest: Date of notice to Company: 23 Jan 2003 Date of change of interest: 21 Jan 2003 Name of registered holder: Proprietary positions as well as in the names of various mutual funds, unit trusts and discretionary accounts managed by UBS group of companies Circumstance(s) giving rise to the interest: Sales in open market at own discretion Information relating to shares held in the name of the registered holder: No. of shares which are the subject of the transaction: (219,000) % of issued share capital: 0.0186 Amount of consideration (excluding brokerage and stamp duties) per share paid or received: S$0.995 No. of shares held before the transaction: 49,393,467 % of issued share capital: 4.1996 No. of shares held after the transaction: 49,174,467 % of issued share capital: 4.181 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before the transaction: 48,138,058 1,255,409 % of issued share capital: 4.0929 0.1067 No. of shares held after the transaction: 47,919,058 1,255,409 % of issued share capital: 4.0743 0.1067 Total shares: Based on NOL's paid up capital of 1,176,133,887 as at 07/03/2002. SEATOWN CORPORATION: Proposes Sale of Shares in Insolvent Unit -------------------------------------------------------------- The Board of Directors of Seatown Corporation Ltd announced that the Company and Seatown Construction Pte Ltd (SCPL) had entered into a conditional sale and purchase agreement with Soh Kian Shang Soh for the proposed acquisition by Soh of all the shares Sale Shares of Seatown Foundation Engineering Pte Ltd (SFE), which is currently insolvent. Pursuant to the Proposed Sale, SCPL is to be granted an option to require Soh to transfer all shares held by SFE in Seatown Development (Tuas) Pte. Ltd. Tuas and Seatown-TSO JV Pte Ltd TSO to the Company. SFE holds 76 percent of the issued share capital of Tuas, and 50 percent of the issued share capital of TSO. Set out below are the questions raised by the SGX with the corresponding responses: (a) Please disclose the consideration of the Proposed Sale and clarify whether SCPL has to pay any consideration to Soh for the option or upon the exercise of the option. The consideration payable by SCPL to Soh for the grant of the Option is nominal, and the consideration payable by SCPL to Soh for the exercise of the Option is also nominal. (b) Kindly disclose the rationale for the option, and explain why the option is subject to the approval of the creditors of SFE pursuant to a scheme of arrangement and the approval of the scheme of arrangement by the High Court. Please also state the exercise period of the option and the conditions attached to the option (e.g. circumstances that will lead to the lapse of the option, conditions precedent to the exercise of the option, etc.) The Option is to be granted to SCPL as part of the original purchase consideration for the Sale Shares. The Company and SCPL wish to retain Tuas and TSO in the Seatown group for commercial reasons, particularly as these companies have profitability potential. The Company and SCPL wish to buy back both Tuas and TSO at the same time. However, as SFE has a negative net tangible asset value, and TSO has a positive net tangible asset value, the directors of SFE are of the view that the Option should be subject to approval of the creditors of SFE pursuant to SFE's scheme of arrangement Scheme and the approval of the scheme of arrangement by the High Court. The terms of the Scheme, which has been filed on behalf of SFE with the High Court, include the grant of the Option. If the Option is granted in accordance with the Scheme, SCPL has a right to exercise the Option at any time during the period of 2 weeks from the date the Scheme is sanctioned by the High Court. However, the Option will lapse if either the creditors or the High Court do not approve the Scheme. (c) Soh is an executive director of the Company. Hence, please clarify the statement that "None of the Directors or any substantial shareholders of the Company has an interest, .. in this transaction" The Board of Directors wishes to clarify that Soh Kian Shang is an executive director of the Company and holds shares in the Company. Save for Soh Kian Shang, none of the other Directors or any substantial shareholders of the Company has any interest, direct or indirect, in this transaction. (d) Please include a statement whether the audit committee of the Company is of the view that the Proposed Sale is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders. The Audit Committee of the Company is of the view that the Proposed Sale is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders. (e) The NTA and the latest available open market value (if any) of SFE SFE has a negative NTA of S$8,318,167 based on management accounts as at 30 September 2002. As SFE is currently insolvent, it is not possible to ascribe a positive market value to it, and its open market value would therefore be nil. (f) Kindly quantify the effect of the Proposed Sale on the NTA and EPS of the group in a table format, showing the pre and post disposal figures. The effect of the Proposed Sale based on the management accounts as at 31 March 2002 are as follows: Negative NTA per share Loss per share Pre disposal (0.64) cents (1.89) cents Post disposal (0.59) cents (2.30) cents ST ASSEMBLY: Analysts Sees US33.6M Net Loss in Q402 --------------------------------------------------- ST Assembly Test Services Limited (STTS) is expected to post a net loss of US$33.6 million in the fourth quarter last year, amid sluggish global microchip demand, according to an average poll of six analysts. The Company lost US$17.6 million in the third quarter of 2002 and US$47 million in the fourth quarter of last year. It will announce its results on Wednesday. It last posted a net profit of US$8 million in the fourth quarter of 2000. =============== T H A I L A N D =============== BANGKOK STEEL: Treemit Marketing Becomes Major Shareholder ---------------------------------------------------------- Bangkok Steel Industry Public Company Limited has advised the change of major shareholder from Nomura Trading Co., Ltd. with shareholding of 9,270,250 shares or 5.79 percent of the total paid-up shares to Treemit Marketing Co., Ltd., effective from January 21, 2003. Nomura is not the company' shareholders and at present, Treemit Marketing Co., Ltd. is holding the 34,270,250 or 21.42 percent of the total paid-up shares. The change in the mentioned shareholding structure will not affect the existing management team as well as the operations of the company. NATURAL PARK: Discloses Investments Reports ------------------------------------------- N P K Management Service Co., Ltd. as the Plan Administrator of Natural Park Public Company Limited, notified that the Plan Administrator arranged for the Company to invest by purchasing ordinary shares in Sansiri Public Company Limited, Suriyawong Holding Co., Ltd. and Richee Ventures Holding Co., Ltd. In making investments in the said companies, the Plan Administrator filed a request for permission from the Central Bankruptcy Court, which the Court ordered that the Plan Administrator was capable of undertaking such proceedings in its normal operation. The Plan Administrator reported the details of the investments as follows: 1. The investment in Sansiri Public Company Limited, by purchasing 120,000,000 ordinary shares, priced at Bt6.50 per share, amounting to Bt780,000,000 as detailed in the Information Memorandum; Re : Investment in Sansiri Public Company Limited as attached in http://www.bankrupt.com/misc/TCRAP_Npark0127.pdf. 2. The investment in Suriyawong Holding Co., Ltd., by purchasing 10,000,000 ordinary shares, priced at Bt100 per share, amounting to Bt1,000,000,000 as detailed in the Information Memorandum; Re : Investment in Suriyawong Holding Co., Ltd found at http://www.bankrupt.com/misc/TCRAP_Npark0127.pdf. PICNIC GAS: Applies for Re-listing Common Shares Under REHABCO -------------------------------------------------------------- According to the Rehabilitation Plan (the Plan) of Picnic Gas and Chemicals Public Company Limited (PICNIC) approved by the Central Bankruptcy Court on August 5, 2002, as summarized in the enclosure no. 1 found at http://www.bankrupt.com/misc/TCRAP_PICNIC0127.pdf,Ultimate Key Company Limited (Plan Administrator) has completed most of the rehabilitation process as specified in the plan as follows: Date Progress 1. Repayment of debt no. 1 September 5,2002 Completed 2. Decreased paid-up capital August 26,2002 Completed from 255 MB. to 3.67 MB. 3. Increased paid-up capital December 4,2002 Completed from 3.67 MB to 73.33 MB by debt to equity conversion and private placement to the new investor 4. Transfered collateral to December 26, 2002 Completed creditor group 1. 5. Increased paid-up capital By January 31,2003 Already closed from 73.33 MB. to 400 MB the subscription. by right offering In the process of registration with MoC. 6. Acquisition of "LPG By January 31,2003 On process Trading" business. In addition, PICNIC will submit the application for the listing of the newly issued 32,667,000 common shares on the Stock Exchange of Thailand (SET) within January 31, 2003. Therefore, this portion of shares can be traded on the SET at the same time as the existing shares. The total tradable PICNIC's shares will be 40,000,000 shares . Details of the progress of the plan are presented in the enclosure no. 2 at http://www.bankrupt.com/misc/TCRAP_PICNIC0127.pdf. Based on the plan implementations as presented above, the Plan Administrator would like to apply for the re-listing of PICNIC's shares for trading on the Stock Exchange of Thailand under REHABCO section. THAI MILITARY: Clarifies Merger Rumor ------------------------------------- Due to a market rumor that Thai Military Bank may be taken over by regulators to merge with other commercial bank during this week, the bank acknowledged that it is not in any cases discussed with the authority on consolidation with other commercial bank. The bank posted net losses of Bt160 million as of December 31, 2002. The bank had set aside its loan loss reserve and loss on debt restructuring for the year at Bt2.3 billion and also booked for the early retirement on personnel expenses at Bt575 million. The bank had profit before provision and ER-expenses for the year 2002 at approximately Bt2.7 billion an increase of Bt718 million from 2001 which shown a significant improvement on its operational profit. However, the posted net losses was mainly due to the increasing amount of provision reserved to comply with the peer average as well as to increase its asset quality. At present, the bank has total capital fund of Bt34,622 million equal to 11.31 percent risk asset ratio including Tier I capital of Bt23,488 million and Tier II capital of Bt11,134 million which is higher than the requirement of the Bank of Thailand. THAI MILITARY: Posts Audit Committee Member, Scope of Duty ----------------------------------------------------------- The Board of Directors of Thai Military Bank Public Company Limited at its meeting No. 1/2546 held on 21 January 2003 adopted a resolution to appoint General Pang Malakul as member of its Audit Committee effective as from 22 January 2003. 1. The Company's Audit Committee members include the persons as follows. Chairman: Mr. Bodi Chunnananda with term remaining for 1 year and 4 months Member: Mr. Somchati Intrathut with term remaining for 1 year and 4 months Member: General Pang Malakul with term remaining for 1 year and 4 months Secretary to the Committee: Mr. Anant Santichewasatian Attached herewith is a letter confirming biographical data of a member of the Audit Committee. 2. The Audit Committee has the mandate to perform its duties and responsibilities and report to the Company's Board of Directors as follows: 2.1 To review the Company's financial statements to ensure their accuracy and adequacy. 2.2 To review the Company's internal control and internal audit frameworks to ensure that they are practically appropriate and effectively applied. 2.3 To review the Company's compliance practices to ensure that rules and regulations of the Stock Exchange of Thailand and all legal requirements relating to the Company's business are strictly followed. 2.4 To consider and carry out selection of external auditor and propose the appointment of the auditor and auditing fee. 2.5 To consider the disclosure of information on the Company's transactions with related parties and conflicts of interest and see to it that the information is accurate and complete. 2.6 Preparing a report on the Committee's supervisory activities relating to good corporate governance practices for disclosure in the Company's annual report. The report is to be signed by the Chairman of the Audit Committee. 2.7 To carry out other activities as assigned by the Board of Directors as agreed by the Audit Committee. Directors, which is responsible for the overall operations of the Company as far as the public is concerned. 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 ***