/raid1/www/Hosts/bankrupt/TCRAP_Public/030224.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, February 24, 2003, Vol. 6, No. 38
Headlines
A U S T R A L I A
1ST STATE: Mr Andrew Fielding Appointed Liquidator
ALLIED CARPET: Former Secretary Pleads Not Guilty
ANACONDA NICKEL: Releases Rights Issue Results
ANACONDA NICKEL: Review Panel Receives Further Application
CRANSWICK PREMIUM: Discloses Proposed Merger Timetable
ENERGY WORLD: Facility Agreement Amendment With CBA Executed
GOODMAN FIELDER: Confirms Discussions Rumors
GOODMAN FIELDER: Funding Arrangements Facility Docs Completed
GOODMAN FIELDER: Panel Declines to Commence Proceedings
GOODMAN FIELDER: Takeover Bid Funding Remains Uncertain
SUPERSORB ENVIRONMENTAL: AGM To be Held on March 18
TOWER LIMITED: Chairman Colin Beyer Retires
C H I N A & H O N G K O N G
ASIA (CHINA): Winding Up Petition Hearing Set
CENTRESIGN COMPANY: Petition to Wind Up Scheduled
PCCW LIMITED: In Re-financing Talks With Reach's Lenders
SHUN YUE: Winding Up Hearing Scheduled March 5
I N D O N E S I A
TOYOTA-ASTRA MOTOR: 75% of Sales Allocated to Pay Debt
TOYOTA-ASTRA MOTOR: Parents Reach Reorganization Agreement
J A P A N
HITACHI LIMITED: Scraps Seniority-based Wage System
KOBE KIITO: Files for Court Protection
MATSUSHITA ELECTRIC: Posts 3Q02 Financial Results
MATSUSHITA ELECTRIC: Repurchasing Own Shares
MIZUHO HOLDINGS: Earnings Estimate for 2002
SEIYU LIMITED: S&P Upgrades Rating to 'B+pi
K O R E A
HYNIX SEMICONDUCTOR: KOSDAQ Halts Unit Sale
HYUNDAI ENGINEERING: Regulators Investigate Builders
M A L A Y S I A
CHG INDUSTRIES: March 7 EGM Scheduled
DEWINA BHD: Appoints Nomination, Remuneration Committee Members
GENERAL LUMBER: Proposes Change of Auditors
HIAP AIK: Enters Second Supplemental DA With LDCSB Vendors
KAI PENG: Posts Additional Proposed Acquisition Info
LAND & GENERAL: Australian Subsidiary Incorporates New Unit
LION LAND: Companies Commission Issues Name Change Certification
MBF CAPITAL: Changes Company Secretary
PANGLOBAL BERHAD: Updates Unit's Arbitration Proceedings
PICA (M) CORPORATION: Welcomes New Audit Committee Member
RAHMAN HYDRAULIC: EGM Fixed on March 10
SAP HOLDINGS: Replies to KLSE's Winding Up Query
SILVERSTONE CORP: Reconstruction Book Closure Set on March 12
SURIA CAPITAL: Privatization Agreement Final Draft Completed
UNITED CHEMICAL: Receives Notice of Claim From M/S Robotech
P H I L I P P I N E S
MAYNILAD WATER: Seeks Extension on US$100M Loan
BENPRES HOLDINGS: Annual Stockholders' Meeting on March 13
CAMP JOHN: BCDA, CJH Resolve Pending Issues
CEBU PLAZA: Losses Force Hotel to Close
MANILA ELECTRIC: Government Asks to Lower IPP Obligations
PHILIPPINE LONG: Rehires SGV as External Auditor
PHILIPPINE LONG: Telcos May Lose US$60M-US$80M, Says Smart
TIBAYAN GROUP: DOJ Renders Hold-departure Order
S I N G A P O R E
HONG LEONG: Unit Enters Voluntary Liquidation
FOOD JUNCTION: Starts Winding Up Proceedings
XPRESS HOLDINGS: Non-Executive Director Resigns
T H A I L A N D
CHRISTIANI & NIELSEN: Creditors OK Business Reorganization Plan
JASMIN: Rights Warrants Exercise Set on March 17
PREECHA GROUP: Naiad Company Becomes Major Shareholder
SIKARIN PUBLIC: Discloses Audit Committee Members, Duties
SUN TECH: Books 2002 Net Loss of Bt274.28M
THAI GYPSUM: Disposes of Losing Subsidiary for Bt100
TPI POLENE: Posts Capital Increase Resolution
- - - - - - - -
=================
A U S T R A L I A
=================
1ST STATE: Mr Andrew Fielding Appointed Liquidator
--------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
successfully applied to the Supreme Court of Queensland for
orders appointing liquidators to 1st State Home Loans Pty Ltd.
Mr Andrew Peter Fielding, of PPB (QLD), has been appointed as
Liquidator to 1st State Home Loans, as well as liquidator to the
property of related companies Aynat Gold Nominees Pty Ltd,
Ferndune Pty Ltd, United Project Developments Pty Ltd and
Favstor Pty Ltd.
In July 2001, ASIC successfully applied to the Court for the
appointment of a receiver and manager to the property and assets
of 1st State Home Loans and associated companies, and of Mr
Rocco Ferrantino and Ms Tanya Schafer as officers of these
companies, following complaints relating to the administration
of superannuation funds by 1st State Home Loans.
During last week's proceedings, Mr Ferrantino and Ms Schafer
consented to the winding up of all five companies on the basis
that all of them except Favstor Pty Ltd, are insolvent. Due to
its association with these companies, it was considered in the
public interest to also wind up Favstor Pty Ltd.
Mr Ferrantino and Ms Schafer gave undertakings to the Court that
they will not carry on, or hold themselves out as licensed
providers of financial services, in contravention of the
Corporations Act.
They have also undertaken not to manage a corporation for a
period of three years, effective from 13 July 2001, the date of
the interim orders.
ASIC is continuing its investigation into complaints relating to
superannuation funds administered by 1st State Home Loans Pty
Ltd.
Investors who have placed their superannuation funds with 1st
State Home Loans can contact the Liquidator, Mr Andrew Fielding
on telephone (07) 3371 7244.
ALLIED CARPET: Former Secretary Pleads Not Guilty
-------------------------------------------------
Mr Stewart Milne, the former secretary of Allied Carpet
Industries Pty Ltd (Allied Carpets), which went into full
liquidation on 6 December 2000, pleaded not guilty in the Perth
Magistrates Court to two charges of fraud laid by the Australian
Securities and Investments Commission (ASIC).
ASIC alleges that between April and July 2000 Mr Milne
fraudulently obtained a temporary overdraft facility of $150,000
and a permanent facility of $176,000 from the National Australia
Bank, for Allied Carpet, by providing false financial
information to the National Australia Bank.
Mr Milne was committed for trial in the Perth District Court and
was bailed to reappear on 7 May 2003.
The charges were laid following an ASIC investigation and are
being prosecuted by the Commonwealth Director of Public
Prosecutions.
ANACONDA NICKEL: Releases Rights Issue Results
----------------------------------------------
Anaconda Nickel Limited advised Thursday that the $323
million Rights Issue, which closed on Friday 14 February 2003,
resulted in the following acceptance of Rights by Anaconda share
and right holders:
SHAREHOLDER RELEVANT INTEREST (%)
Glencore International AG 47.00%
MatlinPatterson/Mongoose Pty Ltd 35.05 - 41.47%
Other shareholders 11.53%
The Rights Issue was fully underwritten by Glencore
International AG. 1,859 valid acceptances were received for
shares under the Rights Issue.
The MatlinPatterson/Mongoose (MP Global) allotment will be
determined after various submissions to ASIC.
The MP Global shareholding percentage in ANL old shares as at
the close of 13 February 2003 was advised as being 35.05%. MP
Global has nevertheless exercised 41.47% of the rights, which is
inconsistent with a Media Release issued by MP Global on 6
February 2003.
MP Global currently has an application before ASIC which may
have a bearing on the final holding of Mongoose Pty Ltd. Any
consequential changes on the holding of other shareholders
and/or Glencore International AG as underwriter cannot be
determined with certainty at this time.
On Friday 21 February 2003 Anaconda will proceed with the
allotment of the new shares subscribed under the Right Issue as
required under the Underwriting Agreement.
Anaconda issued on Thursday its Target's Statement in response
to the MatlinPatterson/ Mongoose Share Offer, which closes on 5
March 2003. Go to http://www.bankrupt.com/misc/TCRAP_ANL0224.pdf
to see the target statement.
CONTACT INFORMATION: John Quayle
Company Secretary
+61 8 9212 8400
Tony Dawe
Ward Holt Corporate Communication
+61 8 9221 8722
ANACONDA NICKEL: Review Panel Receives Further Application
----------------------------------------------------------
The Takeovers Panel advises that on 20 February it received a
further application from MatlinPatterson Global Opportunities
Partners LP (MP Global) in relation to the affairs of Anaconda
Nickel Limited (ANL).
The application seeks an interim order from the Panel either
that:
(a) ANL not allot and issue ANL shares under ANL's rights
issue (New Shares) prior to 25 February 2003; or
(b) if ANL issues New Shares before 25 February 2003, MP
Global nevertheless be permitted to exercise all of its rights
in ANL provided that MPL disposes (to a party not an associate
of MPL) of any New Shares which result in MPL's voting power in
ANL being in excess of the voting power MPL would have had, if
all New Shares are disregarded, at the end of 25 February 2003.
The Panel has received submissions from the affected parties in
relation to the interim order in paragraph (a) and has decided
not to grant that interim order. Consequently, ANL is free to
proceed to allot the New Shares prior to 25 February 2003.
The Panel has decided not to commence proceedings in relation to
the interim order described in paragraph (b). The Panel
considers that these matters are more appropriately considered
by ASIC under an application for relief lodged by MP Global with
ASIC on 19 February 2003.
In addition to the interim orders, MP Global seeks a declaration
of unacceptable circumstances and remedial orders in relation to
trading in ANL shares and rights and the events surrounding the
completion of ANL's rights issue and the underwriting of the
issue.
The Panel has not yet sought the views of persons potentially
involved in the further aspects of the application, and has
therefore formed no views on those aspects of the application.
The President of the Panel has appointed the same members who
constituted the Anaconda 12 Panel (Brett Heading, Tro Kortian
and Peter Scott) to consider the application.
CONTACTT INFORMATION: N Morris,
DIRECTOR
Takeovers Panel
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
CRANSWICK PREMIUM: Discloses Proposed Merger Timetable
------------------------------------------------------
On 27 September 2002, Cranswick Premium Wines Limited
(Cranswick) and Evans & Tate Limited (Evans & Tate) announced
the finalized terms for a proposed merger, subject to
shareholder and regulatory approval, via schemes of arrangement.
Under the terms of the proposed schemes:
* Cranswick shareholders will receive 2 fully paid ordinary
Evans & Tate shares and $2.50 cash for every 5 Cranswick shares
held. These shares are not eligible to receive any interim
dividend of Evans & Tate that may be declared for the period
ending 31 December 2002. Shares issued to Cranswick shareholders
as a result of the merger are referred to as "new Evans & Tate
shares" in the timetable below.
* Evans & Tate will assume the rights and obligations of
Cranswick under the Convertible Note Trust Deed and the maturity
of the notes will be extended from 29 October 2004 to 29 October
2007. The annual coupon of 8.25% paid semi-annually will
continue.
For every 5 Cranswick convertible notes held, noteholders will
also receive one option to acquire 1 fully paid share in Evans &
Tate at $1.50, expiring on 29 October 2007. Evans & Tate will
seek quotation of these options.
* Cranswick optionholders will be offered a choice of either:
- The Primary Offer, whereby 1 fully paid ordinary share in
Evans & Tate will be issued instead of 1 fully paid Cranswick
share upon the exercise of the option; or
- The Cash Offer, whereby optionholders will receive a cash
payment in consideration for the cancellation of their options.
The anticipated timetable is as follows:
17 February 2003 Cranswick members' meeting to approve the
scheme.
27 February 2003 Court hearing for approval of the scheme.
Court order lodged with ASIC.
Trading in Cranswick shares (ASX Code: CEW)
and convertible notes (ASX Code: CEWG)
suspended at close of business.
28 February 2003 Trading of new Evans & Tate shares (ASX
Code: ETWN) and Evans & Tate convertible
notes (ASX Code: ETWG) commences on a
deferred settlement basis.
6 March 2003 Merger record date
17 March 2003 Completion date of the Schemes
18 March 2003 Dispatch of holding statements to former
Cranswick shareholders, noteholders and
optionholders. Last day of deferred
settlement trading for new Evans & Tate
shares and Evans & Tate convertible notes.
19 March 2003 Normal trading of new Evans & Tate shares
(ASX Code ETWN will be retained until ETW
shares go ex dividend for any interim
dividend for the period ending 31 December
2002; on this ex date, the ASX Code becomes
ETW) and Evans & Tate Convertible notes
(ASX Code: ETWG).
24 March 2003 First settlement date for new Evans & Tate
shares & Evans & Tate convertible notes.
ENERGY WORLD: Facility Agreement Amendment With CBA Executed
------------------------------------------------------------
Subsequent to the announcement made on 7 February 2003 and 17
February 2003, the Directors of Energy World Corporation Limited
(EWC) advised on Friday that the Company has executed an
Amending Deed to amend the Facility Agreement with the
Commonwealth Bank of Australia (CBA).
This agreement formalizes the extensive discussions between EWC
and CBA in relation to the extension of the banking facilities
until 31st December 2003 on the proviso that certain agreed
milestones being met by EWC. EWC are also in the process of
entering into agreements for the disposal or refinancing of
selected assets.
Shareholders will be kept informed of the progress from time to
time.
For further enquiries, please contact Mr Stewart Elliott, EWC
Managing Director or Mr Brian Allen on telephone number
(612) 9247 6888.
GOODMAN FIELDER: Confirms Discussions Rumors
--------------------------------------------
In response to media speculation, Goodman Fielder Limited
confirmed last week that it continues to explore various
alternatives to enhance shareholder value.
These alternatives include ongoing discussions in relation to
possible transactions.
If any material outcome results from these discussions or if all
discussions terminate, then Goodman Fielder will advise its
shareholders via an announcement to the Australian Stock
Exchange.
Goodman Fielder is a leading retail branded food company in
Australasia and the Pacific with icon brands including Uncle
Tobys, Meadow Lea, Mighty Soft, White Wings, Quality Bakers,
Pampas, Praise, Helga's, Flame and Bluebird.
Goodman Fielder is the subject of an unsolicited takeover bid by
Burns Philp.
GOODMAN FIELDER: Funding Arrangements Facility Docs Completed
-------------------------------------------------------------
Burns, Philp & Company Limited (Burns Philp) refers to the
takeover bid by its wholly owned subsidiary BPC1 Pty Limited
(BPC1), for all the Goodman Fielder Limited (Goodman Fielder)
ordinary shares (the Offer), and the Bidder's Statement for the
Offer dated 19 December 2002 (Bidder's Statement).
FINANCING
Burns Philp has now completed the facility documentation for the
funding arrangements for the acquisition of Goodman Fielder
shares under the Offer.
* Term Loan B executed
Burns Philp announces that it has, on Friday, completed and
executed documentation for the Term Loan B facility. The funds
will be available by way of two tranches, being the 'TLB' for
$US270 million and the 'TLB Tranche 2' for $US65 million, which
together comprise US$335 million (approximately A$561 million).
The Term Loan B is a 6 year senior secured credit facility. The
conditions precedent to draw down and the events of default in
the final documentation are consistent with section 6.5(b) and
Annexure E of the Bidder's Statement, being terms substantially
the same as the Term A Facility (executed on 16 January 2003).
Burns Philp has also agreed to make some minor conforming
amendments to the Term A Loan facility to ensure consistency
with the Term Loan B. The conditions precedent to draw down and
the events of default of the Term A Loan facility, as disclosed
in the Bidder's Statement, have not changed (other than some
immaterial drafting changes).
* Unsecured senior subordinated note issue - cash received
The US$210 million senior subordinated note issue, referred to
in Burns Philp's announcement of 13 February 2003, have been
settled and the proceeds have now been received by Burns Philp
(on Thursday, 20 February 2003 (New York time)).
* Pre-conditions to drawdown
In accordance with Burns Philp's undertakings to the Takeovers
Panel, Burns Philp will make full disclosure in a Cut-off
Supplementary Bidder's Statement (the Cut-off Supplementary) of
the pre-conditions to drawdown and events of default to each of
the Facilities (as defined in the Bidder's Statement).
The necessary opinions and certificates required to satisfy many
of the pre-conditions to drawdown are now in a form agreed with
the financiers and will be executed and delivered early this
week.
The Company expects to send shareholders a copy of the Cut-off
Supplementary this week.
ACCOUNTING CONDITIONS WAIVED
Burns Philp refers to Goodman Fielder's half year 2003 results
and supplementary target's statement released, in accordance
with its undertakings to the Takeovers Panel, on 14 February
2003. As Burns Philp announced on 6 February 2003, it has
considered whether to waive the Accounting Conditions (clauses
9.6(g) and 9.6(h) of the Bidder's Statement) (the Accounting
Conditions) on the basis of these documents.
Burns Philp announces that the directors resolved on Friday to
waive the Accounting Conditions.
A formal notice that the Offer has been freed from the defeating
condition in clause 9.6(g) (Earnings Confirmation) and clause
9.6(h) (Liabilities Confirmation) of the Bidder's Statement, as
required under paragraph 650F(3)(a) of the Corporations Act, is
annexed.
REGULATORY APPROVAL CONDITIONS
The New Zealand Commerce Commission has approved on Friday
The acquisition of Goodman Fielder shares by BPC1 under the
takeover bid.
Burns Philp has now received all necessary regulatory approvals
or consents that are required to proceed with the Offer. Burns
Philp confirms that conditions 9.6(a) to (d) of the Offer have
now been satisfied. A formal notice under section 630(4) of the
Corporations Act is annexed.
In connection with the New Zealand Commerce Commission approval,
Burns Philp has given an undertaking to the Commerce Commission
to divest the yeast operations of its wholly-owned New Zealand
subsidiary, New Zealand Food Industries Limited (NZFI). This
undertaking does not extend to NZFI's bakery ingredients
operations. The total EBIT contribution of the New Zealand
business (including the ingredients operations) for the year to
30 June 2002 was approximately AUD$3 million, or approximately
1.5% of the Burns Philp Group's total EBIT for that period.
As all required regulatory approvals have now been received,
Burns Philp satisfies a further condition, namely condition
9.6(e) (Other regulatory approvals) of the Offer. Formal notice
that this condition has been fulfilled is annexed.
EXTENSION OF OFFER PERIOD
Burns Philp announces that the board directors resolved on
Friday to extend the offer period. The offer will now close at
7:00 p.m. (Sydney time) on 14 March 2003.
The formal documents in relation to this extension was lodged
and dispatched on Friday.
BPC1 Pty Limited (ABN 45 101 665 918)
Company notice - section 650F Corporations Act
Notice that defeating condition to takeover bid has been freed
To: Goodman Fielder Limited (GMF); and Australian Stock Exchange
Limited.
For the purposes of section 650F of the Corporations Act, BPC1
Pty Limited gives notice declaring that:
1 its offers dated 3 January 2003 for all the ordinary shares in
GMF (Offers) are free from the condition set out in clause
9.6(g) (Earnings Confirmation) of its bidder's statement dated
19 December 2002 (Bidder's Statement); and
2 the Offers are free from the condition set out in clause
9.6(h) (Liabilities Confirmation) of the Bidder's Statement; and
3 as at the date of this notice, its voting power in GMF is
21.06%.
Date: 21 February 2003
BPC1 Pty Limited (ABN 45 101 665 918)
Company notice - subsection 630(4) Corporations Act
Notice that defeating condition to takeover bid fulfilled
To: Goodman Fielder Limited (GMF); and Australian Stock Exchange
Limited.
For the purposes of subsection 630(4) of the Corporations Act,
BPC1 Pty Limited gives notice declaring that the conditions to
its offers dated 3 January, 2003 for all the ordinary shares in
GMF, as set out in clause 9.6(c) (New Zealand Commerce
Commission approval) and clause 9.6(e) (Other regulatory
approvals) of its bidder's statement dated 19 December 2002,
have been fulfilled (so the offers have become free of these
conditions).
Date: 21 February 2003
GOODMAN FIELDER: Panel Declines to Commence Proceedings
-------------------------------------------------------
The Takeovers Panel announces that it has declined to commence
proceedings in relation to an application for Burns
Philp's takeover bid as it relates to the affairs of Goodman
Fielder Ltd. The application was made by Goodman Fielder on 19
February 2003.
Goodman Fielder sought a declaration of unacceptable
circumstances and orders in relation to the takeover bid by BPC1
Pty Ltd and Burns Philp Co Ltd.
Goodman Fielder alleged that Burns Philp failed to finalize its
bid financing within 2 months of announcing its bid, had made an
offer that is not yet capable of acceptance (because of the
financing conditions) and had not kept Goodman Fielder
shareholders informed of the status of the financing conditions,
the defeating conditions of its offers and of Burns Philp's
present intentions regarding the business of Goodman Fielder.
The Panel found no basis for Goodman Fielder's assertion that
section 631 of the Corporations Act required Burns Philp to
finalize its financing within any period suggested by Goodman
Fielder.
The Panel considered that there was no evidence that Burns Philp
had done other than progress the financing of its bid, and
inform the market as to the material points of progress of the
financing. The bid also remains subject to the withdrawal
rights, which the Panel required to be given to Goodman Fielder
shareholders in the Goodman Fielder 01 proceedings, so any
acceptors are not locked into the offer. In addition, Burns
Philp's offer is still awaiting the decision of the New Zealand
Commerce Commission.
Finally, the Panel considered that Goodman Fielder shareholders
are also waiting on advice from Goodman Fielder itself on the
alternative proposals, which it has been advising its
shareholders that it is currently negotiating, as they are on
advice from Burns Philp as to the status of the financing for
its bid. The Panel will publish its reasons for its decision on
its website in due course.
The sitting Panel comprises Ilana Atlas (sitting President),
Michael Tilley and Marian Micalizzi.
GOODMAN FIELDER: Takeover Bid Funding Remains Uncertain
-------------------------------------------------------
Goodman Fielder Limited remains concerned that 71 days after
announcing a takeover bid, Burns Philp has not still finalized
its bid financing and provided its shareholders with a
sufficient degree of certainty about the funding of its $1.615
per share (ex-dividend) unsolicited takeover bid.
Goodman Fielder has acted and will continue to act in the best
interests of shareholders in trying to obtain all information
about the terms of the offer, notwithstanding the Takeovers
Panel's decision on Thursday not to commence proceedings in
response to Goodman Fielder's application concerning these
issues.
Goodman Fielder recommends shareholders reject the inadequate
and highly conditional Burns Philp offer because it fails to
recognize the company's underlying value.
Goodman Fielder's icon brands include Uncle Tobys, Meadow Lea,
Mighty Soft Buttercup, Bluebird, Praise, Pampas, White Wings,
Helga's, Quality Bakers and Flame.
SUPERSORB ENVIRONMENTAL: AGM To be Held on March 18
---------------------------------------------------
Supersorb Environmental NL notified that its Annual General
Meeting will be held at The Albany Golf Club, 1 Barry Court,
(off Golf Links Road) Albany, Western Australia on Tuesday 18th
March 2003 at 3:00 p.m.
AGENDA
ORDINARY BUSINESS
FINANCIAL STATEMENTS
To receive, consider and discuss the Company's financial
statements for the year ended 30 June 2002 and the reports of
the directors and auditors on those statements.
RESOLUTION 1: RE-ELECTION OF DIRECTOR
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That Anthony Nigel Parry, who retires by rotation in accordance
with the Company's constitution and, being eligible, offers
himself for re-election, be re-elected as a director of the
Company."
RESOLUTION 2: RE-ELECTION OF DIRECTOR
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That Bradley Wade Sounness who, having been appointed to fill a
casual vacancy since the last general meeting of the Company and
who retires in accordance with the Company's constitution and,
being eligible, offers himself for re-election, be re-elected as
a director of the Company."
RESOLUTION 3: RE-ELECTION OF DIRECTOR
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That Martin James Shuttleworth who, having been appointed to
fill a casual vacancy since the last general meeting of the
Company and who retires in accordance with the Company's
constitution and, being eligible, offers himself for re-
election, be re-elected as a director of the Company."
RESOLUTION 4 ISSUE OF SECURITIES TO QUANGI PTY LTD AND NOMINEES
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That, subject to the passing of resolution 5 of this Notice of
Meeting, for the purpose of ASX Listing Rules 7.1 and 10.11 and
section 611 (item 7) of the Corporations Act 2001, and all other
purposes, the directors be authorized to issue to Quangi Pty Ltd
(CAN 057 668 452) and/or its nominees that number of fully paid
ordinary shares in the Company which is calculated according to
the formula set out in the Explanatory Memorandum accompanying
this Notice of Meeting in satisfaction of the Quangi Minerals
Loan (as that term is defined in the Explanatory Memorandum
accompanying this Notice of Meeting)."
RESOLUTION 5 ISSUE OF SECURITIES TO LANGTRY TRUST COMPANY
(CHANNEL ISLANDS) LIMITED AND NOMINEES
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That, subject to the passing of resolution 4 of this Notice of
Meeting, for the purpose of ASX Listing Rule 7.1 and all other
purposes, the directors be authorized to issue to Langtry Trust
Company (Channel Islands) Limited and/or its nominees that
number of fully paid ordinary shares in the Company which is
calculated according to the formula set out in the Explanatory
Memorandum accompanying this Notice of Meeting in partial
satisfaction of the Langtry Loan (as that term is defined in the
Explanatory Memorandum)."
RESOLUTION 6 ISSUE OF SECURITIES TO RICHARD VERIN AND NOMINEES
To consider, and if thought fit to pass, the following
resolution as an ordinary resolution:
"That, for the purpose of ASX Listing Rule 7.1 and all other
purposes, the directors be authorized to issue to Mr Richard
Verin and/or his nominees that number of fully paid ordinary
shares in the Company which is calculated according to the
formula set out in the Explanatory Memorandum accompanying this
Notice of Meeting in partial satisfaction of the Verin Loan (as
that term is defined in the Explanatory Memorandum)."
Early this month, the Troubled Company Reporter - Asia Pacific
reported that the Voluntary Administrators of its unit Supersorb
Minerals NL (SMNL) were discharged after creditors accepted a
Deed of Company Arrangement (DOCA).
TOWER LIMITED: Chairman Colin Beyer Retires
-------------------------------------------
TOWER Chairman Colin Beyer retired on Wednesday as Chairman of
TOWER Limited, but will continue to serve as a Director of the
company. Mr Beyer intends to stand for re-election as a Director
of TOWER at the Annual Meeting to be held in Wellington on 27
March 2003.
Melbourne-based TOWER Director Olaf O'Duill has been appointed
as Chairman of TOWER Limited to ensure an orderly transition. Mr
O'Duill was appointed to the TOWER Board in 2000.
Keith Taylor, Acting Chief Executive of TOWER has been appointed
to the Board of the company as an Executive Director, and will
serve in this position while a permanent appointment to the
Group Chief Executive role is finalized.
The three current Directors who will retire at the Annual
Meeting by rotation are Colin Beyer, Sir Colin Maiden and
Lindsay Cuming AM. Sir Colin Maiden and Lindsay Cuming have also
confirmed their intention not to seek re-election, and will
retire at the Annual Meeting. As detailed above, Colin Beyer
will seek re-election as a Director.
A shareholder proposal for the election of Tony Gibbs and Gary
Weiss has been received from Guinness Peat Group (GPG), which
has a shareholding of 9.93% of TOWER shares. The TOWER Board
welcomes GPG as a shareholder and expresses its support for the
election of both Mr Gibbs and Mr Weiss.
The candidates confirmed as seeking appointment as a Director of
TOWER Limited, to be voted at the Annual Meeting, are: Donald
Baskerville, Colin Beyer, Tony Gibbs, Derek Kirke, Hutton
Peacock and Gary Weiss. There will be three vacancies.
TOWER Limited's Annual Meeting will be held at the Wellington
Town Hall on 27 March 2003 at 10:30 a.m. A Notice of Meeting and
Proxy form will be mailed to all TOWER shareholders within the
next fortnight.
BIOGRAPHICAL NOTES - OLAF O'DUILL
Mr O'Duill, aged 55, has been a Director of TOWER Ltd since
August 2000 and holds a BSc(Honours). Mr O'Duill's executive
career was in banking and finance in Ireland, the USA and
Australia. In Australia (1983-1987) he helped create the
National Mutual Royal Bank and was Chief Operating Officer
responsible for Corporate and International Banking and
Treasury. In 1988 Mr O'Duill established his Corporate Advisory
business, which operated until 1995. In 1995 he retired from
his business to concentrate on an increasing portfolio of
Directorships. Mr O'Duill is Chairman of Amrad Corporation Ltd
(biomedical research and development) and is a Director of
McPhersons Ltd, Sunraysia Television Ltd (Channel 9 Perth) and
Envestra Ltd. He was the inaugural Chairman of the Australian
National Electricity market and was also a recovery specialist
and CEO for Composite Buyers Ltd in 1994-1995.
================================
C H I N A & H O N G K O N G
================================
ASIA (CHINA): Winding Up Petition Hearing Set
---------------------------------------------
The petition to wind up Asia (China) Limited is scheduled for
hearing before the High Court of Hong Kong on March 26, 2003 at
9:30 in the morning.
The petition was filed with the court on January 30, 2003 by
Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong.
CENTRESIGN COMPANY: Petition to Wind Up Scheduled
-------------------------------------------------
The petition to wind up Centresign Company Limited is set for
hearing before the High Court of Hong Kong on March 12, 2003 at
9:30 in the morning.
The petition was filed with the court on January 20, 2003 by
Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong.
PCCW LIMITED: In Re-financing Talks With Reach's Lenders
--------------------------------------------------------
The board of directors of PCCW Limited announces that an
impairment loss of approximately HK$8,263 million should be
recognized for the goodwill attributable to the Company's
investment in Reach Ltd. (Reach) and such amount will be
included in the consolidated profit (loss) attributable to
shareholders of the Company for the year ended December 31,
2002.
Reach is an international telecommunications network backbone
company utilising undersea and long haul telecommunications
facilities which is jointly controlled by the Company and
Telstra Corporation Limited (Telstra). Reach is a significant
investment of the Company.
The Directors believe that an impairment loss of approximately
HK$8,263 million should be recognized for the goodwill
attributable to the Company's investment in Reach and such
amount will be included in the consolidated profit (loss)
attributable to shareholders of the Company for the year ended
December 31, 2002.
The impairment loss on the Company's investment in Reach will
have no impact on revenue, profit from operations, EBITDA and
cashflow of the Group and will not result in any non-compliance
with respect to the debt covenants of the Group. In addition,
the recognition of an impairment loss on goodwill will not
result in an increase in the shareholders' deficit of the Group
as at December 31, 2002.
The Directors' decision in relation to the write down was made
after consideration of the difficult and volatile trading
conditions in the undersea and long-haul telecommunications
sectors. The Directors will continue to review both Reach's
business development and financial performance and if the
results of these subsequent reviews give rise to further
impairment losses, such details will be included in the
consolidated financial results of the Group for the year ended
December 31, 2002 which are currently expected to be released on
March 20, 2003.
The Company confirms that, together with Reach and Telstra, it
is in continuing discussions with the lenders to Reach regarding
the re-financing of Reach's existing syndicated loan facility.
SHUN YUE: Winding Up Hearing Scheduled March 5
----------------------------------------------
The High Court of Hong Kong will hear on March 5, 2003 at 10:00
in the morning the petition seeking the winding up of Shun Yue
Construction Engineering Company Limited.
Yip Pak Chung of Flat B2, Block 40, Villa Castell, 20 Yau King
Lane Tai Po, New Territories, Hong Kong filed the petition on
January 14, 2002. Chan, Wong & Lam represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Chan, Wong &
Lam, Units 505-7, Lippo Centre, Tower II, 89 Queensway, Hong
Kong.
=================
I N D O N E S I A
=================
TOYOTA-ASTRA MOTOR: 75% of Sales Allocated to Pay Debt
------------------------------------------------------
The 75 percent of the PT Toyota Astra Motor (TAM)'s net sales
after tax will be allocated to pay debts as required by an
agreement that the company signed with the creditors post-
company's debt restructuring, Bisnis Indonesia reports, quoting
PT Astra International's Chief Director Budi Setiadharma.
"Based on the agreement signed with the creditors, 75% of the
net assets sales after tax will go to the creditors," Budi said.
Parent company PT Astra International disposes 46 percent of its
51 percent shares in TAM. Thus Toyota Motor Corporation now owns
95 percent shares in the manufacture division, while Astra
seizes only 5 percent.
According to Budi, following the sales of the Astra's shares in
TAM's manufacture division, Astra will form a distribution joint
venture separated from the manufacture division.
Budi added that the disposal of TAM's shares is a part of
Astra's measures to focus more on distribution sector. "Astra's
competency and expertise are indeed in the distribution."
TOYOTA-ASTRA MOTOR: Parents Reach Reorganization Agreement
----------------------------------------------------------
P.T. Astra International Tbk (AI) and Toyota Motor Corporation
(TMC), the parent companies of Indonesia-based P.T. Toyota-Astra
Motor (TAM), have reached a basic agreement on the
reorganization of TAM into separate manufacturing and
distribution entities. AI President Director Budi Setiadharma,
AI Vice President Director Michael Ruslim and TMC Managing
Director Akio Toyoda jointly signed a memorandum of
understanding on this agreement Thursday in Jakarta.
With the planned reorganization of TAM, TMC will acquire a
majority stake of 95% in the manufacturing entity to enhance its
operations as a global production, supply and export center of
multipurpose vehicles and their gasoline engines. Meanwhile, AI
will maintain its majority stake of 51% in the distribution
entity to take the initiative in sales operations in Indonesia.
Both AI and TMC will maintain their collaborative relationship,
continue active capital investment and simultaneously strengthen
sales activities in Indonesia by positioning Indonesia as a
significant supply and sales base.
AI and TMC, through continued talks, intend to reach a final
agreement on TAM's reorganization by the middle of 2003. Details
will be available pending the completion of the related business
contracts.
Go to http://www.bankrupt.com/misc/TCRAP_Astra0224.pdfto see
outline of TAM.
=========
J A P A N
=========
HITACHI LIMITED: Scraps Seniority-based Wage System
---------------------------------------------------
Hitachi Limited decided to abolish its seniority-based salary
system in favor of a new pay system based entirely on job
performance, Kyodo News said on Friday.
The Company aims to enforce the new pay system in April and the
management is trying to sell the plan to the Company labor
union.
The group posted a third quarter profit of 1.3 billion yen
($10.8 million) in 2002, versus a loss of 115.8 billion yen a
year earlier, as a result of its restructuring scheme, the
Troubled Company Reporter-Asia Pacific said recently.
KOBE KIITO: Files for Court Protection
--------------------------------------
Raw silk manufacturer Kobe Kiito Co. recently filed for court
protection from creditors under the fast-track corporate
rehabilitation law, Kyodo News reports, citing Company President
Masaki Imanishi. The Company has total liabilities of 8.3
billion yen.
Address:
Kobe Kiito Co., Ltd. - http://www.Kobekiito.Co.Jp/
47, Akashi-Cho
Chuo-Ku Kobe 650-0037
Japan +81 78 3931114
+81 78 3931152
Kobe Kiito Co., Ltd. was established in 1924 and is engaged in
the wholesale of fibers and silk products. The Company stopped
silk processing operations in 1995. Fiber and related products
accounted for 79 percent of 1999 revenues; housing material such
as molding boxes, 18 percent and real estate rental and leasing,
3 percent. The Company has one consolidated subsidiary in Japan.
Export sales accounted for less than 10 percent of 1999
revenues.
MATSUSHITA ELECTRIC: Posts 3Q02 Financial Results
-------------------------------------------------
Matsushita Electric Industrial Co. Limited reported gains in its
consolidated financial results for the fiscal third quarter and
nine months, ended December 31, 2002.
Third-quarter Results
Consolidated group sales for the third quarter increased 8
percent to 1,867.8 billion yen (U.S. $15.57 billion), from
1,737.2 billion yen in the same three-month period a year ago,
with sales increasing in all product segments. Of the total,
sales in Japan were up 9 percent to 874.7 billion yen ($7.29
billion), from 803.7 billion yen in the prior year's third
quarter. Overseas sales also showed improvement, up 6 percent to
993.1 billion yen ($8.28 billion), compared with 933.5 billion
yen in the same quarter a year ago. Excluding the effects of
currency translation, overseas sales increased 4 percent from a
year ago on a local currency basis.
During the third quarter, the economic environment in Japan
showed few signs of improvement, due to such factors as slow
consumer spending and continuing cutbacks in capital investment
by corporations. Overseas, the Asian region, especially China,
continued to show solid economic growth, but the outlooks in the
United States and Europe remained in doubt stemming from
slowdowns in the U.S. economy and the possibility of conflict in
the Middle East.
Consolidated operating profit for the third quarter rebounded to
42.8 billion yen ($357 million), from an operating loss in the
year-earlier quarter of 69.7 billion yen. This turnaround was
achieved despite intensifying global competition, mainly as a
result of increased sales in all product segments and the
positive results of various business restructuring initiatives
implemented during the previous fiscal year. Income before
income taxes also increased significantly to 45.1 billion yen
($376 million), as compared with a loss before income taxes of
212.9 billion yen in the same three-month period a year ago. Net
income for the quarter totaled 20.9 billion yen ($174 million),
up from a net loss of 172.0 billion yen in last year's third
quarter.
Third-quarter consolidated net income per common share on a
diluted basis rose to 8.52 yen ($0.07), compared with a net loss
per common share of 82.74 yen in the same quarter a year ago.
Nine-month Results
Consolidated group sales for the nine months ended December 31,
2002 increased 6 percent to 5,405.0 billion yen ($45.04
billion), compared with 5,122.8 billion yen in the same nine-
month period of the previous year. Consolidated operating profit
for the nine-month period turned to 88.2 billion yen ($735
million), compared with an operating loss of 145.4 billion yen
in the same period last year. Income before income taxes for the
nine months also improved to 99.5 billion yen ($829 million),
from a pretax loss of 300.2 billion yen a year ago. This
resulted in a net income for the nine months of 38.7 billion yen
($323 million), up from a net loss of 241.5 billion yen in the
same period of the previous year.
Consolidated net income per common share for the nine months was
17.48 yen ($0.15), compared with a net loss per common share of
116.15 yen a year ago, both on a diluted basis.
Third-quarter Sales Breakdown by Product Category
The Company's third-quarter consolidated sales by major product
category are summarized as follows:
AVC Networks
AVC Networks sales increased 5 percent to 1,088.7 billion yen
($9.07 billion), compared with 1,040.7 billion yen in the same
three-month period a year ago. Within this segment, despite slow
sales of color TVs in the domestic market, sales of video and
audio equipment increased 8 percent overall from the previous
year. This increase was mainly due to solid sales of digital AV
equipment, particularly V-products, such as PDP TVs, DVD
players/recorders and video camcorders. In information and
communications equipment, weak sales of hard disk drives (HDDs)
and other PC peripheral equipment were offset by sales increases
in car AVC equipment, broadcast- and business-use AV equipment,
and steady overseas sales of cellular phones, resulting in an
overall 1 percent sales increase within this category.
Home Appliances
Sales of Home Appliances were up 4 percent to 321.5 billion yen
($2.68 billion), compared with 307.6 billion yen in the previous
year's third quarter. This improvement was mainly due to
domestic sales increases of HFC-free refrigerators, vacuum
cleaners and microwave ovens, as well as overseas sales gains in
refrigerators and air conditioners.
Industrial Equipment
Sales of Industrial Equipment were 60.9 billion yen ($507
million), up 10 percent from 55.5 billion yen in the year-
earlier three-month period, due mainly to improved sales of
electronic-parts-mounting machines and other factory automation
(FA) equipment in Japan and China.
Components and Devices
Sales of Components and Devices increased 19 percent to 396.7
billion yen ($3.31 billion), compared with 333.4 billion yen in
the same period a year ago. This sharp increase was due mainly
to strong sales of semiconductors, general components and
electronic tubes in domestic and overseas markets.
Outlook for the Full Fiscal Year 2003, ending March 31, 2003
Matsushita announced today a revision of its forecast made on
October 30, 2002 for annual consolidated financial results for
the current fiscal year, ending March 31, 2003 (fiscal 2003).
While there is growing uncertainty about the effects of the
situation in the Middle East on the U.S. and other economies,
the Company forecasts improvements in its consolidated financial
results for the full fiscal year 2003, mainly as a result of the
positive effects of business and organizational restructuring
and the success of the Company's V-products.
On a consolidated group basis, Matsushita now expects annual
sales for the current fiscal year to increase 6 percent from the
previous year, to approximately 7,300 billion yen, up from the
previous forecast of 7,050 billion yen. Consolidated operating
profit is now expected to total approximately 120 billion yen,
an upward revision from the previous forecast of 100 billion
yen. The forecast for consolidated income before income taxes is
now about 96 billion yen, down from the October forecast of 105
billion yen. This downward revision is due mainly to expected
losses on valuation of investment securities, reflecting stock
market conditions in Japan, as well as business restructuring
expenses relating mainly to overseas subsidiaries. As a result,
net income for the fiscal year is now estimated to be about 25
billion yen, as compared with the previous forecast for net
income of 37 billion yen. In this annual forecast, Matsushita
has also included certain subsidiaries, primarily overseas
subsidiaries, of Victor Company of Japan, Ltd. in its
consolidated reporting, in line with the Company's new domain-
based, global consolidated management policy implemented through
the groupwide business and organizational restructuring in
January 2003.
On a non-consolidated, parent Company-alone basis, the Company
expects sales for the full fiscal year to increase 7 percent to
approximately 4,160 billion yen, compared with sales in the
previous fiscal year of 3,900.7 billion yen. Parent-alone
recurring profit is expected to improve to approximately 78
billion yen, up sharply from a recurring loss of 42.4 billion
yen last year, while net income for the full fiscal year is
forecasted to be approximately 55 billion yen, compared with
last year's net loss of 132.4 billion yen.
Year-end Dividend
Matsushita intends to distribute a year-end cash dividend of
6.25 yen per common share, payable to shareholders of record as
of March 31, 2003. This compares with the year-end dividend of
3.75 yen per common share paid last year. Including the interim
dividend paid in December, the Company's annual dividend for the
current fiscal year will be 12.50 yen per common share, up from
10.00 yen per common share for the previous year.
Matsushita Electric Industrial Co., Ltd.,
www.panasonic.co.jp/global/top.html best known for its
Panasonic, National, Technics, and Quasar brands, is a worldwide
leader in the development and manufacture of electronics
products for a wide range of consumer, business, and industrial
needs. Based in Osaka, Japan, the Company recorded consolidated
sales of US$51.7 billion for the fiscal year ended March 31,
2002. In addition to stock exchanges in Tokyo (TSE: 6752) and
elsewhere in Japan, Matsushita's shares are listed on the
Amsterdam, Dusseldorf, Frankfurt, New York (NYSE: MC), Pacific,
and Paris stock exchanges.
Last year, Matsushita incurred a group operating loss of 211.81
billion yen as it fell victim to the slump in the information
technology industry, the Troubled Company Reporter-Asia Pacific
reports.
Contact:
Media Contacts:
Yasuhiro Fukagawa, International PR, Tokyo
Tel: +81-3-3578-1237, Fax: +81-3-5472-7608
MATSUSHITA ELECTRIC: Repurchasing Own Shares
--------------------------------------------
Matsushita Electric Industrial Co. Limited, best known for its
"Panasonic" and "National" brand products, will purchase a
portion of its own shares from the market in conformity with
provisions of Article 210 of the Japanese Commercial Code.
Details of the share repurchase are as follows:
1. Class of shares: Common stock
2. Period of purchase: Between February 21, 2003 and late April
2003
3. Aggregate purchase amount: Up to 28 billion yen
4. Aggregate number of shares to be purchased: Up to 20 million
shares
Reference:
1) The following are the resolutions that were approved at the
ordinary general meeting of shareholders held on June 27, 2002:
- Class of shares: Common stock
- Aggregate number of shares to be purchased: Up to 180 million
shares
- Aggregate purchase amount: Up to 300 billion yen
2) Cumulative total of shares repurchased through February 10,
2003:
- Aggregate purchase amount: 85,645,752,000 yen
- Aggregate number of shares purchased: 70,000,000 shares
About Matsushita Electric Industrial Co., Ltd.
Matsushita Electric Industrial Co., Ltd. is a worldwide leader
in the development and manufacture of electronics products for a
wide range of consumer, business, and industrial needs. Based in
Osaka, Japan, the Company recorded consolidated sales of US$51.7
billion for the fiscal year ended March 31, 2002. In addition to
stock exchanges in Tokyo and elsewhere in Japan, Matsushita's
shares are listed on the Amsterdam, Dusseldorf, Frankfurt, New
York, Pacific, and Paris stock exchanges. For further
information, please visit the Matsushita Electric Industrial
Co., Ltd. home page at: www.panasonic.co.jp/global/top.html
Contact:
Media Contacts:
Yasuhiro Fukagawa, International PR, Tokyo
Tel: +81-3-3578-1237, Fax: +81-3-5472-7608
MIZUHO HOLDINGS: Earnings Estimate for 2002
-------------------------------------------
Mizuho Financial Group, Inc. MHFG will become a parent Company
(100 percent ownership) of Mizuho Holdings, Inc. (MHHD) by the
stock-for-stock exchange kabushiki-kokan on March 12, 2003,
subject to approval of the appropriate regulatory authorities.
As the result of this transaction, MHFG will become a newly
listed Company. MHHD hereby has announced earnings estimate of
MHFG for the fiscal year ending March 31, 2003 (consolidated and
non-consolidated) as follows:
Non-Consolidated Earnings Estimate of MHFG for the fiscal year
2002
(January 8, 2003 - March 31, 2003)
(Units: Millions of Yen, %)
Fiscal Year 2002 Ratio
Operating Income 900 100.00
Ordinary Profits 50 5.5
Net Income 30 3.3
Annual Cash Dividends per
Share of Common Stock -
Consolidated Earnings Estimate of MHFG for the Fiscal-Year 2002
(April 1, 2002 - March 31, 2003)
The consolidated earnings estimate is substitute for the
previously announced consolidated earnings estimate of MHHD on
January 21, 2003. The figures of the estimate of MHFG are the
same as those of the estimate of MHHD.
(Units: Billions of Yen, %)
Fiscal Year 2002 Ratio
Ordinary Income 3,500 100.0
Ordinary Profits -1,750(loss) -
Net Income -1,950(loss) -
Mizuho's statements contained in this release of its current
expectations are forward-looking statements subject to
significant risks and uncertainties, and actual results may
differ materially. Factors that could cause actual results to
differ materially include, but are not limited to, changes in
overall economic conditions, changes in market rates of
interest, further declines in the value of equity securities or
real estate, further deterioration of the quality of loans to
certain industry sectors and the effect of new legislation
or government directives.
This release also does not constitute an offering of securities
in any jurisdiction. Any securities that may be offered will
not be registered under the U.S. Securities Act of 1933 and may
not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.
Inquiries regarding this matter should be directed to:
Mizuho Holdings, Inc.,
Public Relations Tel. +81-3-5224-2026
Financial Planning Tel. +81-3-5224-2028
Accounting Tel. +81-3-5224-2030
SEIYU LIMITED: S&P Upgrades Rating to 'B+pi
-------------------------------------------
Standard & Poor's Ratings Services on Thursday raised its 'pi'
(public information) rating on Seiyu Limited to 'B+pi' from 'B-
pi', based on an improvement in the Company's operating
efficiency and capital structure following the sale of its
troubled finance subsidiary, Tokyo City Finance (TCF).
The rating on Seiyu remains constrained by the Company's still
very high debt usage, its weak profitability and cash flow
generation, and adverse conditions in Japan's retail sector.
After the completion of the sale of TCF in November 2002, Wal-
Mart raised its stake in Seiyu to 37.8 percent, making it the
Company's largest shareholder. Wal-Mart is scheduled to increase
this stake to over 50 percent in 2005 and 66.7 percent by the
end of 2007.
Following the December 2002 capital injection by Wal-Mart and a
reduction of about 25 percent in total debt through the sale of
TCF, Seiyu's debt-to-capital ratio is expected to improve to 80
percent-85 percent by February 2003 from an exceptionally high
level of 95 percent as of Aug. 31, 2002. Seiyu's liquidity
position is weak, with nearly 80 percent of its debt maturing in
a year. Nevertheless, the sale of TCF and the capital injection
by Wal-Mart should help strengthen the Company's relationships
with banks, mitigating refinancing risk in the immediate term.
According to the Troubled Company Reporter-Asia Pacific, Wal-
Mart will acquire Seiyu's equity at 270 yen per share, which
amounts to a 52 billion yen infusion into the Japanese operator.
Seiyu sold its financing unit to the U.S. investment fund Lone
Star Group late in November to help lessen its interest-bearing
debt of 609.3 billion yen by 150 billion yen.
=========
K O R E A
=========
HYNIX SEMICONDUCTOR: KOSDAQ Halts Unit Sale
-------------------------------------------
The KOSDAQ market rejected a request by Hynix Semiconductor Inc.
to sell its 47.3 percent stake in Imagequest Co., threatening to
derail the deal, the Deal reports.
The chipmaker agreed on February 3 to sell a stake in the unit
to TriGem InfoComm and GB Synerworks Inc. The two would have
paid about 44 billion won ($37 million) and split the stake.
InfoComm provides communication systems, and GB Synerworks aids
in corporate restructuring.
KOSDAQ rejected the application Friday, February 14, because of
regulation requiring majority shareholders to hold a stock for
at least two years. However, after one year, Hynix can sell 5
percent of the stock each month. That may not be enough to
salvage the deal, though the companies weren't available for
comment.
In early February, Hynix's creditors agreed to a four-year sell-
off plan that would allow the beleaguered chipmaker, saddled
with $6 billion of debt, to survive. Under the plan, Hynix would
sell $1 billion of its non-core assets and restructure much of
its debt.
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 ENGINEERING: Regulators Investigate Builders
----------------------------------------------------
South Korean regulators will investigate Hyundai Engineering &
Construction Co. and six other builders for possible collusion
on railway orders, the Maeil Business Newspaper reports, citing
the Fair Trade Commission.
The government will investigate the firms after a civic group
alleges they may have colluded to win six railway orders in
November. The report didn't say when the investigation would
begin.
The six other firms are LG Engineering & Construction Corp.,
Hyundai Development Co., Daewoo Engineering & Construction Co.,
Samsung Corp., Daelim Industrial Co. and SK Engineering &
Construction Co.
===============
M A L A Y S I A
===============
CHG INDUSTRIES: March 7 EGM Scheduled
-------------------------------------
CHG Industries Bhd informed that its Extraordinary General
Meeting will be held on Friday, 7 March 2003. Go to
http://www.bankrupt.com/misc/TCRAP_CHG0224.docfor a copy of the
Notice of Extraordinary General Meeting.
COMPANY PROFILE
The Group's core business is manufacturing plywood and other
veneer products for both the domestic and export market. The
Group is also involved in manufacturing and distribution of
plywood and other veneer products, logs extraction, manufacture
of office furniture and office seating products and trading in
building materials. With a monthly production capacity of
20,000m3, the Company operates its timber-related facilities
from Selangor, Johor and Kelantan. In the year 2000 the Group
accounted for 37% of Peninsular Malaysia's plywood and veneer
product exports, and was ranked the largest manufacturer and
exporter of plywood in Peninsular Malaysia by Maskayu.
The Group's investments in appropriate technologies and
productive assets have established manufacturing capabilities
that are highly flexible and suited to efficient batch
production. This has enabled the Group to choose materials with
flexibility to adapt to the prevailing market condition.
As announced on 18 April 2001, the Company expects to make an
announcement on the status of its proposed restructuring scheme,
which was first unveiled on 17 October 2000, within six months.
CONTACT INFORMATION: 20th Floor, East Wing, IGB Plaza
Jalan Kampar, Off Jalan Tun Razak
50400 Kuala Lumpur
Tel : 03-9075 8811;
Fax : 03-907 66215
DEWINA BHD: Appoints Nomination, Remuneration Committee Members
---------------------------------------------------------------
Dewina Berhad announced the setting-up and appointment of
members to the following committees of Dewina with effect from
19 February, 2003:
Nomination Committee
Name Designation Directorship
1. Tunku Ahmad Chairman Independent Non-
Burhanuddin Bin Executive Director
Tunku Datuk Seri Adnan
2. Mazlin Bin Md Junid Member Independent Non-
Executive Director
3. Nik Fauzi Bin Nik Member Non-Independent Non-
Hussein Executive Director
Remuneration Committee
Name Designation Directorship
1. Nik Mohamed Tahir Chairman Independent Non-
Bin Hj Mohamed Executive Director
2. Tunku Ahmad Member Independent Non-
Burhanuddin Bin Executive Director
Tunku Datuk Seri Adnan
3. Shaik Mohamed Bin Member Non-Independent Non-
Mohd Sahed Executive Director
COMPANY PROFILE
Dewina is involved in the manufacturing of food products and in
the industrial catering/food services sector. It is an OEM of
sauces for Sainsburys, a UK supermarket chain. Dewina currently
provides catering services to Universiti Putra Malaysia and five
military cook houses of the Malaysian Armed Forces. The Group
has also been awarded several food and beverage concessions at
KLIA.
In accordance with Practice Note 4/2001 of KLSE Listing
Requirements, the Company is an affected listed issuer, and is
required to undertake a restructuring. As such, on 3.4.2001, the
Company, a Director, entered into a MOU and substantial
shareholder of the Company, Hj Ibrahim bin Hj Ahmad, and MTD
Capital Sdn Bhd (MTDC).
The proposal involves (1) the acquisition by the Company of MTD
Prime, a wholly-owned subsidiary of MTDC. MTD Prime is the
concessionaire engaged in improving and upgrading the existing
Kuala Lumpur-Karak Highway (KLK) on a privatization basis as
well as providing all related toll, tunnel and other facilities
to operate and maintain KLK for an initial period of 27 years.
The initial concession period was further extended for five
years that shall end on 27 July 2026. (2) The proposal also
involves the disposal of all the Company's subsidiaries to Hj
Ibrahim bin Hj Ahmad.
CONTACT INFORMATION: 8359 Jalan Batu Caves
68100 Batu Caves, Selangor
Tel : 03-61899022
Fax: 03-61871435
GENERAL LUMBER: Proposes Change of Auditors
-------------------------------------------
General Lumber Fabricators & Builders Bhd shall convene an
Extraordinary General Meeting as follows:
Date : 14 March 2003
Time : 10.00 a.m.
Venue : Level 9, Wisma General Lumber, Block D, Peremba
Square, Saujana Resort, Section U2, 40150 Shah Alam,
Selangor Darul Ehsan.
ORDINARY RESOLUTION: PROPOSED CHANGE OF AUDITORS
"THAT the resignation of Messrs PricewaterhouseCoopers as
Auditors of the Company be and is hereby accepted and in place
thereof Messrs BDO Binder, Chartered Accountants, be and are
hereby appointed Auditors of the Company for year ended 31
December 2002 and to hold office until the conclusion of the
next Annual General Meeting, and that authority be and is hereby
given to the Directors to determine their remuneration."
HIAP AIK: Enters Second Supplemental DA With LDCSB Vendors
----------------------------------------------------------
Further to the announcement made on 14 November 2002, AmMerchant
Bank Berhad (AmMerchant Bank), on behalf of Hiap Aik
Construction Berhad (Special Administrators Appointed), wishes
to announce that on 17 February 2003, the Special Administrators
(SA) of HACB, on behalf of HACB had entered into a second
supplemental definitive agreement (2nd Supplemental DA) with
Dato' Noor Azman @ Noor Hizam bin Mohd Nurdin and Datin
Norhayati Bt Abd Malik (LDCSB Vendors) who are the shareholders
of Lebar Daun Construction Sdn Bhd (LDCSB) to further vary the
terms and conditions of the Definitive Agreement and
Supplemental Definitive Agreement dated 7 August 2002 and 13
November 2002 respectively (DA and Supplemental DA,
respectively).
SALIENT TERMS OF THE 2ND SUPPLEMENTAL DA
HACB and the LDCSB Vendors have agreed to amend and vary the DA
and Supplemental DA upon the terms and conditions contained in
the 2nd Supplemental DA. The salient terms of the 2nd
Supplemental DA are, inter alia, as follows:
(i) The term pertaining to the "Conversion Rights and
Conversion Period" for the irredeemable convertible unsecured
loan stocks (ICULS) to be issued as part of the consideration
for the acquisition of LDCSB by HACB shall be substituted with
the following:
"Conversion Rights and Conversion Period
The ICULS shall be convertible on any Market Day between Monday
and Friday which is not a public holiday after the First(1st)
anniversary of the Issue Date, at the Conversion Price into AGB
Shares.
Unless previously converted, all outstanding ICULS will be
converted by AGB into new AGB Shares on the Maturity Date."
(ii) The term pertaining to the "Ranking of ICULS" shall be
inserted as follows:
"Ranking of ICULS
The ICULS shall, as between their holders, rank pari passu in
all respects and ratably in all respects without preference or
priority amongst themselves and all other present and future
unsecured obligations (other than rights or priorities preferred
by law or subordinated obligations, if any) of AGB from time to
time outstanding."
Save for the above, all other terms of the DA and Supplemental
DA remains unchanged.
KAI PENG: Posts Additional Proposed Acquisition Info
----------------------------------------------------
Kai Peng Berhad, in reply to Query Letter by KLSE reference ID:
MN-030218-34623 on Proposed Acquisition of 2,450,000 Ordinary
Shares in Sierra Bay Sdn Bhd from Chin Sin Oon for a total cash
consideration of RM4,900,000, furnished the following
information:
1. The purchase consideration of RM4.9 million was arrived at on
a willing seller and willing buyer basis.
2. The salient features of the Sale and Purchase Agreement (SPA)
involves acquiring 24.5% of the equity interest in Sierra Bay
Sdn Bhd by Ipstar Sdn Bhd (Ipstar) for a purchase consideration
of RM4.9 million. The SPA is currently with the lawyers and in
the process of being stamped. The SPA may be inspected at 2nd
Floor, Bangunan Palm Grove, Section U1, Persiaran Kerjaya, 40150
Shah Alam on 24 February 2003.
3. Sierra Bay Sdn Bhd is newly incorporated with a paid-up
capital of RM10,000,002 and the latest audited accounts is not
yet available. Hence net profit is not applicable to-date.
4. No liabilities is assumed by Ipstar arising from the Proposed
Acquisition.
5. The original cost of investment in Sierra Bay to the vendor
is RM6,000,000 comprising of 6,000,000 ordinary shares of RM1.00
each. The date of the investment was 20 January 2003.
6. Sierra Bay is in satellite communications business and its
prospects will be in securing contracts and will be seeking to
establish a wider network of ICT business to Ipstar. The risk
factor is competition within the dynamic IT industry.
7. The Proposed Acquisition is completed upon signing of the SPA
by both parties but in any event shall not be later than 5
business days after the execution date of the SPA.
8. The Proposed Acquisition has not departed from the Securities
Commission's Policies and Guidelines on Issue /Offer of
Securities.
According to Wrights Investors' Service, at the end of 2002, Kai
Peng had negative working capital, as current liabilities were
Rm108.45 million while total current assets were only RM89.52
million. It also reported losses during the previous 12 months
and has not paid any dividends during the previous 2 fiscal
years.
LAND & GENERAL: Australian Subsidiary Incorporates New Unit
-----------------------------------------------------------
Land & General Berhad informed that Land & General Australia
(Holdings) Pty Ltd, a wholly-owned subsidiary of L&G, which is
incorporated in Australia, has incorporated a new subsidiary
known as World Trade Centre Holdings Pty Ltd (WTCH) under the
Corporations Act 2001 of Australia.
WTCH is registered in Victoria, Australia with an issued and
paid-up share capital of A$1.00. Currently, WTCH is a dormant
company.
The Company also released its unaudited quarterly report for the
financial period ended 31/December/2002, which can be found at
http://www.bankrupt.com/misc/TCRAP_L&G0224.doc.
LION LAND: Companies Commission Issues Name Change Certification
----------------------------------------------------------------
Lion Land Berhad refers to the announcement on 30 January 2003
on the approval by the shareholders of the Company for the
change of the Company's name from Lion Land Berhad to "Lion
Industries Corporation Berhad".
The Board of Directors of the Company announced that the
Companies Commission of Malaysia had on 18 February 2003 issued
the Certificate of Incorporation on Change of Name of Company.
Hence, the change of name of the Company to "Lion Industries
Corporation Berhad" became effective on 18 February 2003.
On September last year, Troubled Company Reporter - Asia Pacific
reported that Amsteel Mills Sdn Bhd (AMSB), a subsidiary
of the Company, had applied to the High Court of Malaya for an
order to convene meetings of its creditors for the purpose of
considering and approving the scheme of arrangement between AMSB
and its creditors (Scheme Creditors) to facilitate the
settlement of its debt owing to the Scheme Creditors (Proposed
Scheme).
MBF CAPITAL: Changes Company Secretary
--------------------------------------
MBF Capital Berhad posted this notice:
Date of change : 20/02/2003
Type of change : Appointment
Designation : Secretary
License no. : MIA 20713
Name : Mr Lau Cheong Koon
Working experience and occupation during past 5 years :
President of Corporate of MBf Capital Berhad and also Acting
President of MBf Leasing Sdn Bhd. He holds a Diploma in
Accounting (Distinction) from London Guildhall University,
United Kingdom and is an associate member of the Institute of
Chartered Accountants in England and Wales. He gained vast
experience in the accountancy and private equity investment
sectors ( specializing in buy-outs and venture capital
investments) while working in London from 1980 to 1997. His
previous positions include Audit Manager with Arthur Young (now
known as Ernst & Young), Assistant Director with Security
Pacific Hoare Govett Equity Ventures Limited (part of Security
Pacific National Bank, US), Finance Director of Family Golf
Limited, Group Financial Controller of Causeway Capital Limited
and Director of European Acquisition Capital Limited (a
subsidiary of Skandinaviska Enskilda Banken, Sweden).
Returned to Malaysia in 1997 and joined MBf Finance Berhad where
he held various positions including Head of Venture Capital,
Treasurer and Head of Collection Division before being promoted
to the position of Executive Vice President with responsibility
for the company's overall performance.
COMPANY PROFILE
The Group began as Island Hotels & Properties, a developer of
hotels, holiday resorts and other landed properties. It later
diversified into financial services and manufacturing and bought
a substantial stake in Malaysia Borneo Finance Corporation (M)
Bhd (now MBf Finance Bhd), which was floated in 1983. The Group
ventured into insurance, credit cards and countertrade
businesses between 1983 and 1985. By 1987, the Group began
venturing overseas.
A restructuring and rationalization saw the Group transferring
its interests in financial services-related companies to MBf
Capital Bhd in 1992. MBf Capital was subsequently listed on KLSE
in place of MBf Finance following a share exchange.
In July 1998, the Company and some of its subsidiaries proposed
to restructure operations. All local lenders have given their
approvals-in-principal to a Scheme of Arrangement (SOA). The
proposed SOA, which includes the restructuring of the Group's
borrowings, involves the Company (MBfH) and selected
subsidiaries. A major thrust is to reorganize the Group to focus
on three core businesses, i.e. credit card and related services,
property development, and trading. Meanwhile, operations of MBf
Finance have been completely taken over by BNM since January
1999.
The Company has obtained approvals for the proposed SOA from
local scheme creditors on 31 March 1999, offshore scheme
creditors on 11 September 2000, sanction on the proposed
offshore schemes from the High Court of Hong Kong SAR on 26
September 2000 and shareholders on 10 January 2001. The Company
has also obtained sanction for the proposed local restructuring
schemes and proposed reduction of share capital on 17 April
2001. Applications pertaining to the proposed SOA were submitted
to the SC and FIC on 26 June 2001 and to BNM on 13 August 2001.
CONTACT INFORMATION: Block B1, Level 9
Pusat Dagang Setia Jaya
(Leisure Commerce Square)
No.9, Jalan PJS 8/9
46150 Petaling Jaya
Tel : 03-7877 3777
Fax : 03-7877 1051
PANGLOBAL BERHAD: Updates Unit's Arbitration Proceedings
--------------------------------------------------------
Reference is made to the announcement dated 10 January 2003 in
relation to the Arbitration Proceedings between Panglobal
Berhad's subsidiary Global Minerals (Sarawak) Sdn Bhd and DML-
MRP Resources (M) Sdn Bhd.
Panglobal Berhad announced that Global Minerals on Wednesday had
filed and served the Originating Motion to the High Court to set
aside and/or remit the Arbitrator's 1st Interim award dated 27
December 2002.
PICA (M) CORPORATION: Welcomes New Audit Committee Member
---------------------------------------------------------
Pica (M) Corporation Berhad posted this Change in Audit
Committee Notice:
Date of change : 20/02/2003
Type of change : Appointment
Designation : Member of Audit Committee
Directorate : Independent & Non Executive
Name : Chan Hoi Tung
Age : 32
Nationality : Chinese
Qualifications : Member of American Institute of Certified
Public Accountants and Institute of Management Accountants
Working experience and occupation : Company Director
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
Composition of Audit Committee (Name and Directorate of members
after change) : En Subki Bin Haji Ahmad (Chairman);
Mr. Noel John a/l M. Subramaniam and Mr Chan Hoi Tung
Troubled Company Reporter - Asia Pacific reported on January
that, in relation to the RM60 Million Guaranteed Revolving
Underwriting Facility, the Court has further fixed 17 December
2003 for further submission in relation to the Plaintiff's
striking out application. The legal proceeding is still pending
in court.
RAHMAN HYDRAULIC: EGM Fixed on March 10
---------------------------------------
Rahman Hydraulic Tin Berhad (Special Administrators Appointed)
announced that the Extraordinary General Meeting (EGM) of the
Company will be held at Kristal Suite 1 & 2, Hilton Petaling
Jaya, No. 2 Jalan Barat, 46200 Petaling Jaya, Selangor Darul
Ehsan on Monday, 10 March 2003 at 10:00 a.m.
The full text of the Notice of EGM can be found at
http://www.bankrupt.com/misc/TCRAP_Rahman0224.doc.
SAP HOLDINGS: Replies to KLSE's Winding Up Query
------------------------------------------------
SAP Holdings Berhad, in reply to the Query Letter by KLSE
reference ID: NM-030218-34840 on the Winding-Up Petition served
on SAP Air Hitam Properties Sdn Bhd (Sap Air Hitam), a
subsidiary of the Company, appended the following information:
1. Statement of Final Account dated 10th October 2002 issued by
the Quantity Surveyor, Messrs Jurukur Bahan Antara was accepted
by the Contractor, Messrs YWC Engineers & Constructors Sdn Bhd
(YWC) on 14th October 2002, which indicated that the amount
payable to the contractor is RM1,283,605.10. However, until to
date the Final Certificate have not been issued by the
Superintendent Officer, Messrs Erinco Sdn Bhd pending SAP Air
Hitam approval of the Statement of Final Account.
Notwithstanding this non-approval by SAP Air Hitam the
Contractor has opted to claim the amount through the court
proceedings, which subsequently led to the winding-up petition.
2. There is no interest factor on the amount claimed by YWC .
3. The total cost of investment by SAP in SAP Air Hitam is
RM500,000-00.
4. There is no operational and financial impact on the group
since the cost has been recognized as project cost.
5. There is no losses incurred arising from the aforesaid
petition.
6. SAP has engaged a Solicitor to handle the petition and has
also negotiated with the Contractor for an out-of-court
settlement. Based on the negotiation, we are of the opinion that
the issue can be resolved prior to the hearing date of 9th April
2003.
7. The hearing date for the winding-up petition is fixed on 9th
April 2003.
Below is the KLSE's Query Letter content:
We refer to the your Company's announcement dated 17 February
2003 in respect of the aforesaid matter.
In this connection, kindly furnish the Exchange immediately with
the following information for public release:
1. The details of the default or circumstances leading to the
filing of the winding-up petition.
2. The interest rate on the amount claimed for, if any.
3. The total cost of investment in SAP Air Hitam by SAP.
4. The operational and financial impact on the group, if any,
arising from the aforesaid petition.
5. The expected losses, if any, arising from the aforesaid
petition.
6. The steps that your Company has taken and will take with
regards to the winding-up petition.
7. The hearing date for the winding-up petition.
Yours faithfully,
INDERJIT SINGH
Senior Manager
Listing Operations
IS/WSW/NMA
SILVERSTONE CORP: Reconstruction Book Closure Set on March 12
-------------------------------------------------------------
The Board of Directors of Silverstone Corporation Berhad,
formerly known as Angkasa Marketing Berhad, announced the book
closure date in relation to the capital reconstruction exercise
for SCB which involves a capital reduction of RM0.70 in each
existing issued and fully paid-up ordinary share of RM1.00 each
in SCB and thereafter a capital consolidation on the basis of 10
ordinary shares of RM0.30 each into 3 ordinary shares of RM1.00
each credited as fully paid-up (Capital Reconstruction
Exercise).
Notice is hereby given that the Record of Depositors of SCB will
be closed at 5:00 p.m. on Wednesday, 12 March 2003 (Book Closure
Date) for the purpose of determining shareholders of SCB whose
shares will be subject to the Capital Reconstruction Exercise.
In respect to ordinary transfers, the SCB shares transferred
into the depositor's securities accounts before 4:00 p.m. on
Wednesday, 12 March 2003 would be subject to the Capital
Reconstruction Exercise.
To facilitate the recalling and cancellation of the existing SCB
shares and the issuance of new consolidated shares, the trading
of SCB shares will be suspended with effect from 9:00 a.m. on
Thursday, 6 March 2003, which is 3 clear market days prior to
the Book Closure Date and the suspension will continue until the
Capital Reconstruction Exercise is completed. Hence, the last
day for trading of SCB shares shall be Wednesday, 5 March 2003.
Shareholders of SCB and potential investors are requested to
refer to the Circular to Shareholders issued by SCB on 9 January
2003 and the announcements dated 30 January 2003 and 17 February
2003 for further details of the Capital Reconstruction Exercise
SURIA CAPITAL: Privatization Agreement Final Draft Completed
------------------------------------------------------------
Reference is made to the announcement 14 January 2003 in which
Suria Capital Holdings Berhad had announced that the KLSE had
via a letter dated 13 January 2003 approved SURIA'S application
for an extension of two (2) months from the 23 December 2002 to
22 February 2003 to make the announcement. This is to enable
Suria and the Federal Economic Planning Unit (EPU) to hold
further discussions to finalize the terms of the Privatization
Agreement.
After several meetings with the Federal EPU and subsequent to
the last meeting held on 25 January 2003, Suria has completed
the final draft of the Privatization Agreement and that
currently the Federal EPU is in the process of perusing the
final draft of the Privatization Agreement.
In view of the foregoing, Suria expects that the Privatization
Agreement would not be executed before the deadline 22 February
2003. SURIA had, vide a letter dated 19 February 2003, sought a
further extension of time from the KLSE to make the Requisite
Announcement. The approval from the KLSE is currently pending.
Pursuant to PN 10/2001 of the KLSE listing Requirements, the
KLSE may have trading in the Company's securities suspended and
subsequently delisted if the Company fails to comply with any of
the obligations imposed on it.
UNITED CHEMICAL: Receives Notice of Claim From M/S Robotech
-----------------------------------------------------------
United Chemical Industries Bhd (UCI) has been served with a
notice of claim on 19 February 2003 by M/S Robotech (M) Sdn Bhd.
By a Judgment dated 25 November 2002 in the Butterworth Sessions
Court (2) Summons No. 52-780-2002, UCI is ordered to pay:
(a) the sum of RM85,500.00;
(b) interest at 8% per annum with effect from 31 January 2000
till 31 January 2003 totaling RM20,520.00 and
(c) costs RM1,622.00
totaling RM107,642.00.
The sum of RM85,500.00 is claimed in respect of the supply and
installation of a closed-circuit television monitoring system at
UCI's factory.
There is no immediate financial and operational impact on UCI
arising from the notice of claim. However, if Robotech (M) Sdn
Bhd is successful in its claim, UCI would be required to pay the
amount claimed.
The expected losses arising from the notice of claim cannot be
ascertained at this point in time as the estimated legal and
related expenses have yet to be determined.
UCI will refer the claim to its solicitor for appropriate
action.
=====================
P H I L I P P I N E S
=====================
MAYNILAD WATER: Seeks Extension on US$100M Loan
-----------------------------------------------
Maynilad Water Service, a unit of Benpres Holdings Corporation,
is asking foreign creditors for another extension on repayment
of its US$100 million loan due this month, AFX Asia and the
Philippine Daily Inquirer reported.
Maynilad said it needs the extension as it has yet to see the
resolution of its dispute with government over its decision to
return its water concession.
An international arbitration panel is hearing the case.
BENPRES HOLDINGS: Annual Stockholders' Meeting on March 13
----------------------------------------------------------
Further to Circular for Brokers No. 0363-2003 dated February 7,
2003, Benpres Holdings Corporation (BPC) furnished the
Philippine Stock Exchange a copy of its SEC Form 17-IS
(Definitive Information Statement) in connection with its
Special Stockholders' Meeting which will be held on March 13,
2003, at 9:30 a.m., at Studio 1, ABS-CBN Broadcast Centre,
Mother Ignacia, Quezon City.
As previously announced, "All stockholders of record as of
February 19, 2003 are entitled to notice and to vote at the
Special Stockholders' Meeting."
For a copy of the disclosure, go to
http://bankrupt.com/misc/tcrap_benpres0221.pdf
CAMP JOHN: BCDA, CJH Resolve Pending Issues
-------------------------------------------
The Bases Conversion and Development Authority (BCDA) and CJH
Development Corp. (CJHDevCo) are scheduled to meet on February
28, 2003 to finally resolve pending issues relating to the Camp
John Hay project, the Philippine Star said on Friday.
The settlement agreement between the parties will hopefully take
into account BCDA/JHMC's failure to make good its obligations to
the private developer under the lease agreement signed in
October 1996 which has effectively prevented the latter from
performing its undertakings as lessee of Camp John Hay freely
and without restrictions and have considerably caused delays in
the construction time of CJHDevCo.
This shortcoming was admitted by BCDA in a memorandum of
agreement they signed with CJHDevCo dated July 14, 2000. All
these have constrained the private developer to suspend payment
of some P1-billion rentals to government.
CEBU PLAZA: Losses Force Hotel to Close
---------------------------------------
Cebu Plaza Hotel (CPH) has officially announced its closure
effective midnight March 15 due to business losses and heavy
debt burden, Sun Star reports, citing CPH Public Relations
Manager Aissa dela Cruz.
According to reports, CPH's owner, Pathfinder Holdings
Philippines Inc. (PHPI), used the hotel as collateral for PHPI's
dollar-denominated loan, which was then equivalent to 300
million pesos. The value of the dollar when the debt was
incurred was still 27 pesos. At present, the dollar is already
54.20 to the peso.
The peso's devaluation more than doubled PHPI's debt to 700
million pesos and the interest to 200 million pesos, the report
said.
MANILA ELECTRIC: Government Asks to Lower IPP Obligations
---------------------------------------------------------
The Philippine government is asking the Manila Electric Company
(Meralco) to explore ways to reduce its independent power
producers (IPP's) obligations as means to bring down power cost
by 0.35 pesos to 0.40 pesos per kilowatt-hour (KWh), Asia Pulse
said on Thursday, citing National Economic and Development
Authority [NEDA] Director-General Romulo Neri.
Neri said a $150 million reduction in IPPs could lower power
cost by about P0.35 per KWh. Meralco at present is charging its
consumers 2 pesos per Kwh for its IPPs obligations, he said.
PHILIPPINE LONG: Rehires SGV as External Auditor
------------------------------------------------
The Philippine Long Distance the Telephone Co. (PLDT) and its
cellular phone subsidiary Smart Communications have rehired the
services of local auditing firms Sycip Gorres Velayo & Co. (SGV)
in line with a similar shake-up in the external auditors of
their Hong Kong-based parent firm First Pacific Co. Limited, the
Philippine Star said on Friday.
As a result, the preliminary and unaudited results and condition
of the PLDT Group will be released as planned on February 26
after the board of directors meeting scheduled on the same day,
with the final audited results to be released after another
scheduled board meeting on March 25.
For more information, go to
http://bankrupt.com/misc/tcrap_pldt0221.pdf
PHILIPPINE LONG: Telcos May Lose US$60M-US$80M, Says Smart
----------------------------------------------------------
The Philippine telecommunications industry could lose US$60Mn to
US$80Mn if FCC rules in favor of AT&T's request that US carriers
stop paying termination rates charges by Philippine carriers,
BPI Securities reports, citing Smart Communications,
Incorporated.
Smart and parent Philippine Long Distance Telephone Co. (TEL),
Bayan Telecommunications, Digital Telecommunications
Philippines, Inc. (DGTL) and Globe Telecom, Inc. (GLO) have
implemented an increase in long distance termination rates to
US$0.12 per minute from US$0.08 effective February 1. Smart also
denied that it has blocked call traffic passed on by AT&T from
the US. Local telecommunication companies had increased the
rates to gain a bigger share of revenues.
TIBAYAN GROUP: DOJ Renders Hold-departure Order
-----------------------------------------------
The Department of Justice (DOJ) has issued a hold-departure
order against the seven incorporator-directors of mutual fund
firm Tibayan Group Investment Company Inc. (TGICI) to prevent
them from running away from their responsibilities to thousands
of investors, the Philippine Star said on Friday.
The DOJ has ordered the Bureau of Immigration to include in the
hold-departure list TGICI President Jesus Tibayan, Palmy
Tibayan, Ezekiel Martinez, Liborio Elacio, Jimmy Catigan, Rico
Puerto, and Nelda Baran.
The SEC issued last month a cease-and-desist order on TGICI and
its affiliates for violating Section 8.1 of the Securities
Regulation Code, which prohibits the sale of securities without
prior registration with the Commission. TGICI issues
unregistered securities through the use of multiple front and
conduit corporations.
=================
S I N G A P O R E
=================
HONG LEONG: Unit Enters Voluntary Liquidation
---------------------------------------------
Hong Leong Finance Limited announced that Financial Services
Onthedot Pte Ltd, a wholly owned Company subsidiary,
incorporated in Singapore, has been voluntarily liquidated under
the Companies Act, Chapter 50.
FOOD JUNCTION: Starts Winding Up Proceedings
--------------------------------------------
Food Junction Holdings Limited announced the shareholders of its
substantial shareholder, Food Junction Ventures Pte Ltd (FJ
Ventures) have commenced voluntary winding up proceedings to
liquidate FJ Ventures. Pursuant to the liquidation, the assets
of FJ Ventures comprising 53,157,650 ordinary shares of $0.08
each (the Shares) in the capital of the Company have been
distributed to the shareholders of FJ Ventures in the proportion
of the number of shares in FJ Ventures held by these
shareholders (the Distribution).
FJ Ventures is an investment holding Company. It has an
authorised share capital of $5,000,000 comprising 5,000,000
ordinary shares of $1.00 each of which 4,252,614 shares are
issued and credited as fully paid-up. The shareholders of FJ
Ventures (the FJ Ventures Shareholders) are as follows:
Shareholders Number of Ordinary percent
Shares of $1.00 each
Fu Che-Yen 641,905 15.1
Weng Chun-Chih 2,567,614 60.4
Quek Meng Tong 401,191 9.4
Chiang Po-Ling 641,904 15.1
Total 4,252,614 100.0
The Singapore Exchange Securities Trading Limited (the Exchange)
has given its approval for the FJ Ventures Shareholders to
continue with the moratorium obligations of the FJ Ventures
after the Distribution. For the purposes of the Company's
initial public offering, FJ Ventures provided a moratorium on 9
November 2001 to the Exchange undertaking that it will not sell,
transfer or otherwise dispose of any of its interest in the
Company for a period of 12 months commencing the date of the
Company's admission to the Official List of the SGX-Sesdaq (the
Initial) Period, and for a further period of 12 months after the
Initial Period, FJ Ventures will not reduce its shareholdings to
below 50 percent of its original shareholdings. The Initial
Period of the moratorium has lapsed. The subsequent 12 months
moratorium is currently applicable and will end on 18 November
2003. The FJ Ventures Shareholders have signed an undertaking to
observe the remaining moratorium obligations in relation to the
shares the FJ Ventures Shareholders will be receiving pursuant
to the Distribution.
XPRESS HOLDINGS: Non-Executive Director Resigns
-----------------------------------------------
The Board of Directors of Xpress Holdings Limited announced the
resignation of Roland Teo Ho Kang as a Non-Executive Director of
the Company with effect from 19 February 2003.
The Board would like to thank him for his invaluable
contribution in the past and wish him well in his future
endeavors.
TCR-AP reported that printing firm Xpress Holdings Ltd posted a
net loss of S$9.454 million in the six months to December 2001,
against a loss of S$31.48 million a year earlier.
===============
T H A I L A N D
===============
CHRISTIANI & NIELSEN: Creditors OK Business Reorganization Plan
---------------------------------------------------------------
As the Official Receiver has called the Creditor's Meeting to
consider the Company's Reorganization on 18 February 2003, CN
Advisory Company Limited, as the Planner of Christiani & Nielsen
(Thai) Public Company Limited, informed that the Creditor's
Meeting have considered and approved the Business Reorganization
Plan.
The Official Receiver will report the resolution to the Court
and has set a date for considering the Plan on 3 March 2003 at
10:00 a.m.
JASMIN: Rights Warrants Exercise Set on March 17
------------------------------------------------
Chaengwatana Planner Co., Ltd., as the Planner of Jasmine
International Public Company Limited, provided information
regarding the Exercise of 257,356,537 units of the Company's
Rights Warrants:
1. The Exercise Date is on March 17, 2003 during 8:30 a.m. to
3:30 p.m.
2. The Notification Period is during 8:30 a.m. to 3:30 p.m. on
the Company's business day on March 1, 2003 through March 14,
2003.
3. Contact Place to exercise the Rights Warrants and to get the
Subscription Forms:
Jasmine International Public Company Limited
200, 29th-30th Floor, Moo 4, Chaengwattana Road,
Pakkred Sub-district, Pakkred, Nonthaburi
11120, Thailand,
Telephone No. (66 2) 502-3000-7
Fax No. (66 2) 502-3151
Or at any office of the brokerage companies during the
Notification Period.
4. The Exercise Ratio and the Exercise Price to subscribe the
Company's Common Shares:
1 Rights Warrant has a right to subscribe 1 Common Share of
the Company at the price of Bt5 per share.
PREECHA GROUP: Naiad Company Becomes Major Shareholder
------------------------------------------------------
Preecha Group Public Company Limited advised that it has changed
it major shareholder from Mr. Preecha Tirakijpong, with
shareholding of 21,800,000 shares or 19.60 percent of the total
paid-up shares, Naiad Company Limited, effective from February
10, 2003. Naiad Company Limited is holding 21,800,000 shares or
19.60 percent of the total paid-up shares.
The change of shareholding structure will not affect the
existing management team, or the company's operations.
On May 20 last year, the Troubled Company Reporter-Asia Pacific
reported that the Company and its subsidiaries booked operations
net loss of Bt45.147 million compared to Bt75.180 at the end of
the 1st quarter of 2001. The decreased operations net loss was
the result of debt restructuring in 2002.
SIKARIN PUBLIC: Discloses Audit Committee Members, Duties
---------------------------------------------------------
The board of directors meeting of Sikarin Public Co.,Ltd
No.1/2003 held on January 23,2003 passed resolutions appointed
Dr.Vissanu Palayanon to be a new committee beginning January
23,2003.
1. Names of members of the Audit Committee are as follows:
Remaining terms of Holding office
Chairman Mr. Kraiwut Sirinupong 3 Years
Member Mr. Krajang Jarupreakpan 3 Years
Member Dr. Vissanu Palayanon 3 Years
2. The Audit Committee of the Company has the scope of duties
and responsibilities, and shall report to the board of directors
on:
1. To review the company's financial reporting process and
the disclosure of its financial information, in which the
financial statement must be correct, and sufficient.
2. To review the company has adequate and effective internal
control systems.
3. To review compliance with the Securities and Exchange
Acts, Regulation of SET and any other relevant laws.
4. To consider select and appointment the company auditors
including the audit fee.
5. To consider compliance with all connected transaction
disclosures or the conflict of interests disclosures.
6. To report the activities of the audit committee in the
company's annual report, which must be signed by the chairman of
the audit committee.
7. To take care of any other matters assigned to it by the
board of directors.
The Company, which is engaged in hospital business, is under
rehabilitation.
SUN TECH: Books 2002 Net Loss of Bt274.28M
------------------------------------------
Sun Tech Group Public Company Limited explained on the financial
results for year 2002/03 ending as of December 31, 2002
(Unaudited), as follows:
* Total revenue decreased 38.50 percent compared to the
previous year.
* Revenue from sale decreased 42.7 percent compared to the
previous year due to decreased revenue in both agriculture and
scrap processing business.
* Revenue from other businesses decreased to 38.50 percent
due to lack of working capital and company couldn't increase
capacity to fulfill the customers' order.
* The scrap business didn't generate revenue because it
stopped operation for a length of time as major customers are
under business reorganization.
* Total expense decreased 25.65 percent compared with the
previous year.
* The company incurred net loss of Bt274.28 million, a
decrease of 22.39 percent from previous year.
Below is the unaudited half-year financial statement:
Ending December 31, (In thousands)
For half year
Year 2002 2001
Net profit (loss) (274,283) (353,409)
EPS (baht) (1.66) (2.14)
THAI GYPSUM: Disposes of Losing Subsidiary for Bt100
-----------------------------------------------------
Thai Gypsum Products Public Company Limited (TGP) agreed to sell
its 71 percent shareholding in PTG Intertrade Co., Ltd.
(Intertrade) to Khun Krisada Kampanartsanyakorn for a total
price of Bt100, payable in cash at the time of transfer.
Intertrade was incorporated on 22 June 1993 and has a registered
capital of Bt70 million, divided into 70,000 shares with a par
value of Bt1,000 each, all fully paid, of which TGP owns and has
now agreed to sell 49,995 shares (71.4%). The other major
shareholder of Intertrade is Praiphan Co., Ltd, which owns
20,000 shares (28.6%) of Intertrade and is not connected with
TGP. Intertrade's business is manufacturing and selling fiber
cement board at its factory at Laem Chabang Industrial Estate,
Chonburi Province.
Intertrade has made substantial losses in the past. Its audited
financial statements as at 31 March 2002 recorded a loss of
Bt38.4 million during the preceding 12 months, current
liabilities of Bt540.5 million and that it had negative net
assets (i.e. a deficit in shareholders' equity) of 498.1
million. This represented an increase in Intertrade's current
liabilities from Bt506.3 statements at 31 March 2001 and an
increase in its negative net asset value from Bt459.8 million at
31 March 2001. The auditor of the financial statements as at 31
March 2002 stated that these factors indicated Intertrade could
be unable to continue as a going concern.
TGP's 71% shareholding in Intertrade is not recorded as having
any value in TGP's accounts and TGP's management believe that,
because of the substantial deficit in shareholders' equity and
Intertrade's continuing losses, the sale price of Bt100 is
greater than the value of TGP's shareholding. Following the
proposed sale of TGP's Intertrade shares to Khun Krisada,
Intertrade will cease to be subsidiary of TGP and, in
consequence, Intertrade's assets, liabilities and its losses
will cease to be included in the consolidated financial
statements for TGP's Group of companies when the next
financial statements are prepared for the financial period
ending on 31 March 2003.
Intertrade's existing liabilities include debts due to TGP in
respect of various transactions with Intertrade and certain
liabilities paid by TGP on Intertrade's behalf in the past,
which totaled approximately 267.8 million at 31 March 2002 and
had increased to Bt280.3 million at 31 December 2002. These
debts to TGP are repayable on demand and bear interest pending
payment, although Intertrade's financial position has prevented
any payments being made. The obligations of Intertrade to repay
these debts to TGP will continue and no change to their terms,
including the interest rates that apply, will occur on the sale.
In view of Intertrade's financial position, TGP made full
provision in its own accounts to 31 March 2002 for both the
principal and interest on Intertrade's Debts to TGP being
irrecoverable and TGP's management currently expect it will be
necessary to fully provide for all debts due from Intertrade
again in its accounts to 31 March 2003.
However, TGP will retain in full its rights to repayment or
recovery of these Debts and, once Intertrade has funds with
which to pay them, TGP's Board (excluding Khun Krisada who has
taken no part in the Board's proceedings concerning this matter)
intend to enforce those rights and take appropriate action to
obtain repayment.
Troubled Company Reporter - Asia Pacific reported on July 4,
2002 that Thai Gypsum Products filed its Petition for Business
Reorganization to the Civil Court. Debts owed to the Petitioning
Creditor amounts to Bt6,364,729,015.05. Mr. Krisada
Kampanatsanyakorn is the Petitioner.
TPI POLENE: Posts Capital Increase Resolution
---------------------------------------------
TPI Polene Public Company Limited reported the Executive
Board of Directors of TPIPL's resolutions regarding the capital
increase and the allotment of new shares as follows:
1. Capital increase
On June 27, 2001, the Central Bankruptcy Court approved the
increase of the registered capital of the Company from
Bt,075,000,000 to Bt24,815,000,000 by issuing new 2,481,500,000
ordinary shares, with a par value of Bt10 each, a total of
Bt24,815,000,000 capital increase.
2. Share allotment
The Central Bankruptcy Court approved and authorized the Plan
Administrator to allot the 2,481,500,000 ordinary shares, with a
par value of Baht 10 each, a total of Bt24,815,000,000
capital increase. At The Company's Board of Directors meeting
no.1/2003 on January 30, 2003, it was resolved to authorize the
Executive Board of Directors to determine the offering price
range between Bt15-18 per share. At the Executive Board of
Directors' meeting on February 19, 2003, it was resolved and
approved that offering price be determined at Bt17 per share.
2.1 The fraction of the newly issued shares from the debt-
equity conversion will be rounded down to the nearest whole
number of shares.
2.2 The remaining share after the allotment Subject to the
applicable exchange rate
3. Scheduled date for the shareholders' meeting to approve the
capital increase/share allotment
Follows the Court order dated June 27,2002 and the resolution of
the Plan Administrator's meeting dated February 19, 2003.
4. Approval for capital increase/Allotment of shares from the
relevant government authorities and conditions pursuant to
the SEC's approval on November 19,2002 and the bankruptcy
Court's order on December 9, 2002.
5. Objectives of the capital increases and proceeds utilization
5.1 The proceeds amount of at least US$180 million will be
used to retire the debt buy back at voluntary discount program
from the Scheme Creditors. The substantial amount of debts
arose from the foreign borrowing utilized to expand 3 cement
projects with total production capacity of 9 million tons
(Cement plant line no. 1, 2 and 3). However, in 1997 the
Government announced to adopt managed float system for Thai Baht
currency, consequently resulting in an increase almost double in
the Company's foreign debts.
5.2 To convert the accrued interest and accrued guarantee fee
totaling approximately US$115 million, as of November 30,1999,
into equity of the Company.
5.3 In the event the Company is able to increase the capital
exceeding USD 180 million and up to US$270 million, the
additional amount of US$90 million will be used to pay the
suppliers of the machinery and equipment to expand the cement
project line no. 4, subject to the certain conditions in the
Business Reorganization Plan.
6.Benefits of the Company from the capital increase/share
allotment
6.1 The proceeds amount of at least US$180 million will be
bring down the Company's debts Liabilities, which will
consequently reduce proportionately its interest burden. As a
result, the Company's capital structure will be maintained at an
appropriate level. This will enable the Company to better
perform and achieve better financial status.
6.2 The debt-equity conversion of accrued interest and
accrued guarantee fee for the amount of approximately US$115
million will be utilized to reduce the Company's accrued
interest and accrued guarantee fee, resulting in an appropriate
level of the Company's debt to equity ratio.
6.3 The proceeds from additional US$90 million will used to
expand cement line 4,pursuant to conditions in the MRA, with an
additional cement production capacity of 3.2 million tons per
annum, which will enable the Company to compete effectively in
the industries.
7.Benefits of the Shareholders from the capital increase/share
allotment
7.1 Dividend Payment Policy
According to the Reorganization Plan, no dividend will be paid
until the earlier of 1. At the end of year 5th (or within 2004)
or 2. 85 per cent of the restructured debt is repaid
Provided that the Company has positive retained earnings and
the dividend payment shall not exceed 30 per cent of the Cash
Sweep amount in each relevant year.
7.2 Subscribers for this offering will have their rights to
receive dividends from the operational result starting from the
period Subject to the conditions in 7.1
7.3 Other details - none -
8.Any other details considered necessary for the shareholders
for an approval of the capital increase/share allotment.
Currently, the Court approved the Company as the plan
administrator to increase and allot the shares to investors.
Details of which can be summarized as follows:
8.1 In case the Company is not able to successfully implement
and complete the fund raising for the amount of at least USD 180
million, all subscription will be returned to subscribers within
14 days after the last subscription date.
8.2 Under 2 sets of condition, in case the Company is able to
successfully implement and complete the capital fund raising for
the amount of at least US$180 million, it is expected that TRIS
will assign the Company's credit rating of BBB- , which is
classified as "investment grade". In case the Company is able to
successfully implement and complete the capital fund raising for
the amount of US$375 million, it is also expected that TRIS
rating will assign the Company's credit rating of BBB, which is
also classified as " investment grade".
9. Schedule for capital increase/share allotment
Procedure : Time
1. The Count approved the Company to increase the capital from
Bt5,075 million to Baht 24,815 million and approve the share
allotment : June 27, 2001
2. The capital increase was registered by the Plan Administrator
at the Ministry of Commerce : July 10, 2001
3. The Plan Administrator determined the offering price at Baht
17 per share : February 19, 2003
4. Subscription period : March 19-25, 2003
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
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The TCR -- Asia Pacific subscription rate is $575 for 6 months
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information, contact Christopher Beard at 240/629-3300.
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