/raid1/www/Hosts/bankrupt/TCRAP_Public/030317.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, March 17, 2003, Vol. 6, No. 53
Headlines
A U S T R A L I A
CALTEX AUSTRALIA: April 17 AGM Scheduled
COMESTOCK CORP: Kawada Sentenced to 10 Years Imprisonment
ENERGY WORLD: Appoints Joint Company Secretary
GOODMAN FIELDER: BPC Revises T/O Bid for Unconditional, Final
GOODMAN FIELDER: Recommends Acceptance of Revised Bid
GOODMAN FIELDER: S&P Lowers Debt Ratings to 'B+'; Still on Watch
HEALTH CARE: Mayne Downgrade Prompts S&P to Cut Rating to `BBB-'
NATIONAL TELECOMS: Posts Half-Yearly Report
OBJECTIF TELECOMMUNICATIONS: Releases Report to Creditors
ONE.TEL LIMITED: ASIC Reaches Agreement With Brad Keeling
C H I N A & H O N G K O N G
ADVANCE MART: Winding Up Hearing Scheduled
ARNHOLD HOLDINGS: Narrows 2002 Net Loss to HK$42.269M
ASIA RESOURCES: Odd Lot Trading Ends April 7
BEGIN LIMITED: Winding Up Sought by Li Mei
DONG FANG: Announces Shares Consolidation
PCCW LIMITED: JV With Telstra Seeks Debt Waiver Extension
THAI VIET: Winding Up Petition Set for Hearing
TOM.COM LIMITED: Incurs Full year positive EBITDA of HK$52M
WEALTH LEATHER: Petition to Wind Up Pending
I N D O N E S I A
ASTRA AGRO: January CPO Selling Price Hits Rp3,588/kg
J A P A N
ARMONI CO.: Files for Commencement of Special Liquidation
EBARA CORPORATION: Fails to Declare Y1.5B in Income
MARUBENI CORPORATION: Enters Deal With Oil Firm
NIPPON SHEET: R&I Downgrades to BBB+
ORIENT CORPORATION: Wants Y100B Aid From Mizuho
RESONA HOLDINGS: Credit Agricole Considers Investment in Bank
RESONA HOLDINGS: Expects Y290B Net Loss in FY03
RESONA HOLDINGS: Issues 185M Shares to BEA
RESONA HOLDINGS: Revises FY03 Financial Forecast
K O R E A
SK CORPORATION: Moody's May Downgrade Baa3 Rating
SK CORPORATION: Unveils Self-Rehabilitation Measures
SK GLOBAL: Halts Oil Trading Business
M A L A Y S I A
BREM HOLDING: April 9 Winding Up Petition Hearing Scheduled
BUKIT KATIL: Disposes Tidal Alert for RM430,000
HIAP AIK: Appoints Janet Wai Yen as Company Secretary
IDRIS HYDRAULIC: Unit Seeks Debt Negotiation With Dato' Yusof
KIARA EMAS: SC Approves Proposals Conditions Waiver
MYCOM BERHAD: Proposed Revision Approvals Pending
OLYMPIA INDUSTRIES: Proposes Revision in Profit Guarantee
PARIT PERAK: Securities Commission Approves Proposals
SRIWANI HOLDINGS: Discloses April 8 EGM Notice
TONGKAH HOLDINGS: HLG Given Three Years to Hit Bumiputera Equity
TRANS CAPITAL: SC Grants Appeal on Contracts Details Disclosure
P H I L I P P I N E S
BENPRES HOLDINGS: Directors Expedite Execute Restructuring Talks
BENPRES HOLDINGS: May Seek Court Rehab Amid Creditor Tussle
BENPRES HOLDINGS: Ready to Sell BayanTel, MNTC
CAMP JOHN: Tiff Over Rail Project Stalls Restructuring
PHILIPPINE LONG: NTC Orders to Reject Traffic From US Carriers
S I N G A P O R E
CHARTERED SEMICONDUCTOR: Additional Funding May Not Be Available
CHARTERED SEMICONDUCTOR: Unveils Financial Condition Risk
SPP LIMITED: Outcome of Arbitration Proceedings
T H A I L A N D
MEC FAREAST: Reorganization Petition Filed in Bankruptcy Court
NATURAL PARK: Requests 2002 F/S Submission Extension
PICNIC GAS: Discloses New Telephone, Fax Numbers
ROBINSON DEPARTMENT: Tranche 3 CRC Option Share Scheme Details
TPI POLENE: Memorandum of Association Amended
- - - - - - - -
=================
A U S T R A L I A
=================
CALTEX AUSTRALIA: April 17 AGM Scheduled
----------------------------------------
The 2003 Annual General Meeting of Caltex Australia Limited
will be held at 10:00 in the morning on Thursday, 17 April 2003
at the Westin Hotel (Ballroom, Lower Ground Level) 1 Martin
Place Sydney NSW Australia.
BUSINESS OF THE MEETING
1. INCIDENT FREE OPERATIONS TOPIC
2. ADDRESSES
* Chairman
* Managing Director and Chief Executive Officer
3. FINANCIAL REPORTS
The financial report, the directors' report and the auditor's
report for Caltex Australia Limited (and the Caltex Australia
Group) for the year ended 31 December 2002 will be laid before
the meeting.
4. ELECTION OF DIRECTORS
(a) ELECTION OF ELIZABETH BRYAN
Shareholders will be asked to consider and, if thought fit, pass
an ordinary resolution to elect Elizabeth Bryan as a director of
Caltex Australia Limited in accordance with, and on the terms
set out in, the company's Constitution.
b) RE-ELECTION OF KEN WATSON
Shareholders will be asked to consider and, if thought fit, pass
an ordinary resolution to re-elect Ken Watson as a director of
Caltex Australian Limited in accordance with, and on the terms
set out in, the company's Constitution.
The Troubled Company Reporter - Asia Pacific reported early this
month that Standard & Poor's Ratings Services affirmed its 'BBB'
long-term corporate credit rating on Caltex Australia Ltd and
revised the outlook to stable from negative. The rating upgrade
and outlook revision follows the company's improved financial
performance and achievement of significant debt reduction in
fiscal 2002.
COMESTOCK CORP: Kawada Sentenced to 10 Years Imprisonment
---------------------------------------------------------
Mr Hiromi (Henry) Kawada, a former employee of Comestock
Corporation (Australia) Pty Ltd (in liquidation), and Jillbridge
Pty Ltd was sentenced on Thursday in the Brisbane District Court
to an overall period of ten years imprisonment in relation to
sixteen charges laid by the Australian Securities and
Investments Commission (ASIC).
Judge Healy QC ordered that Mr Kawada serve a non-parole period
of three years and four months.
Mr Kawada, a resident of the Gold Coast, had earlier pleaded
guilty to all counts on which he was sentenced, including five
counts of misappropriation, five counts of forgery, one count of
false pretences, two counts of improper use of his position as
an officer of Comestock Corporation, one count of making a false
statement as an officer of Comestock Corporation, and two counts
of failing to act honestly as an officer of Comestock
Corporation.
Comestock Corporation and Jillbridge were real estate investment
companies based in Queensland. A high-profile Japanese
entertainer, Mr Eikichi Yazawa, was a director and major
shareholder of both Comestock Corporation and Jillbridge.
Thursday's sentence follows that of Mr Harunobu Fukusato, the
Japanese-based financial controller of Comestock, who in
February this year, was sentenced to four years imprisonment, to
be suspended after 12 months upon Mr Fukusato entering into a
good behavior bond.
"Company directors and officers must perform their duties
honestly. The sentencing of Messrs Kawada and Fukusato sends a
message to company officers that failing to maintain the highest
standards of honestly and integrity can result in imprisonment",
ASIC Director Enforcement, Mr Allen Turton said.
The matter was prosecuted by the Commonwealth Director of Public
Prosecutions.
Background
The Court heard that between 1987 and 1990, Mr Yazawa invested
AUS$27 million in residential, commercial, industrial and
tourism assets on the Gold Coast and Port Douglas, Queensland
including a large residential unit development on the Gold Coast
known as 'Rhode Island'.
Mr Kawada and Mr Fukusato were employed by Mr Yazawa's companies
to manage and administer those assets.
During 1990 and again in 1991, Mr Kawada was purportedly
appointed a director of both Comestock Corporation and
Jillbridge, without the appropriate authority.
During the period Mr Kawada was a director of these companies,
he executed several agreements with various financial
institutions, providing as security, and mortgaging the assets
of Comestock Corporation, Jillbridge, Comestock Japan, as well
as Mr Yazawa's personal assets.
Mr Kawada fraudulently entered into an agreement with the
financiers to the Rhode Island project, which ultimately led to
those financiers taking control of the project without Mr
Yazawa's knowledge.
Mr Kawada, aided by Mr Fukusato, conspired to cover up the
losses during the period from 1994 to 1998, by falsifying
documents and failing to advise Mr Yazawa that Comestock
Australia had been wound up in early 1995, and deregistered in
1996.
Mr Kawada also failed to advise Mr Yazawa that in February 1994,
one of the banks had issued a writ of summons on Comestock
Australia, Jillbridge and Mr Yazawa, seeking AUS$3.5million
under a guarantee and indemnity.
The bank later obtained a Court order that the companies and Mr
Yazawa pay the amount claimed. Mr Yazawa did not become aware of
the writ and judgment until 1998, when the fraud was discovered.
ENERGY WORLD: Appoints Joint Company Secretary
----------------------------------------------
Energy World Corporation Ltd advised that Ms Saik Ean Kay has
been appointed joint Company Secretary of the Company with
effect from 10 March 2003.
For further inquiries, please contact Mr Stewart Elliott, EWC
Managing Director or Mr Ian Jordan on telephone number
(612) 9247 6888.
The Troubled Company Reporter - Asia Pacific reported on
February 24 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 provision
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.
GOODMAN FIELDER: BPC Revises T/O Bid for Unconditional, Final
-------------------------------------------------------------
Burns, Philp & Company Limited (Burns Philp) in reference to the
takeover bid by its wholly owned subsidiary BPC1 Pty Limited
(BPC1) for all the ordinary shares in Goodman Fielder Ltd
(Goodman Fielder) has held discussions with the board of Goodman
Fielder.
Burns Philp has increased its effective Offer price from $1.615
to $1.635. All Goodman Fielder shareholders who have accepted
and accept in the future will enjoy this benefit.
The Company has resolved to waive all remaining conditions to
the Offer and pay Goodman Fielder shareholders within five
business days of this announcement, if the have already
accepted, and otherwise five business days after they accept.
Burns Philp confirms that its offer price of $1.635 (after
adjustment for diviands declared by Goodman Fielder) is final.
The Company has drawn down under the Share Acquisition Bridge
and the Restated Capital Notes Bridge Facility and has, this
morning, repaid its Senior Funding Agreement in accordance with
the disclosure in the Fourth Supplementary lodged on 6 March
2003.
Burns Philp also urges Goodman Fielder shareholders to accept
the BPC1 offer without delay.
GOODMAN FIELDER: Recommends Acceptance of Revised Bid
------------------------------------------------------
Goodman Fielder's Board decided on Thursday to recommend
acceptance of Burns Philp's revised takeover bid of $1.635 (ex
diviands)* which has been declared final and unconditional.
Goodman Fielder's Directors will also grant Burns Philp majority
representation on the Goodman Fielder Board this week. These
decisions have been taken in order to provia greater certainty
for shareholders.
Goodman Fielder's Chairman, Dr Barton said: "In an environment
of declining investment markets and uncertain global political
issues, the majority of our shareholders have opted to accept a
cash bid. The Board recognizes this and has made its
recommendation accordingly in the interest of shareholders.
Goodman Fielder's Directors will be seeking to achieve an
orderly transition.
"During the past 18 months, Chief Executive, Tom Park, and his
management team, have turned around the performance of this
company and generated substantial shareholder returns and value.
As a result, Goodman Fielder today is a strong and growing
company.
"Also key to this improved performance has been the 10,500
strong Goodman Fielder workforce that has stayed focused on
delivering results and building the company for the future.
"Since July 2001, when our Retail Branded Strategy was first
implemented, to 12 December 2002, the day before the Burns Philp
takeover bid was announced, Goodman Fielder has outperformed the
S&P/ASX 200 Accumulation Index by 47 per cent," said Dr Barton.
Goodman Fielder will issue a further Supplementary Target's
Statement shortly explaining the Board's position in greater
detail.
* $1.87 less 3.5c interim diviand and 20c special diviand
GOODMAN FIELDER: S&P Lowers Debt Ratings to 'B+'; Still on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said Friday it had lowered
its long-term corporate credit rating on Goodman Fielder Ltd.
(Goodman) and the rating on the company's debt issues to 'B+'
from 'BBB+'. At the same time, the 'A-2' short-term rating
on the company was withdrawn. The long-term rating remains on
CreditWatch with negative implications. Goodman is a diversified
food and ingredients manufacturer focused principally on the
Australian market. Its business units cover a wide range of
packaged food and ingredient products.
This rating action follows Burns, Philp & Co. Ltd.'s (Burns
Philp, B+/Watch Neg/-) move to make its A$2 billion
predominantly debt-funded bid for Goodman Fielder unconditional
and final, and Goodman's agreement to provia Burns Philp with
board representation. Burns Philp raised its final offer price
to Goodman shareholders to A$1.635 (after diviands)
from A$1.615. "The rating on Goodman will now track the rating
on its majority shareholder, Burns Philp, whose shareholding was
54.29% at March 14, 2003," said Lucie Kistler, rating
specialist, Corporate & Infrastructure Finance Ratings.
Burns Philp's rating remains on CreditWatch with negative
implications, where it was placed on Dec. 13, 2002, following
the announcement of the Goodman transaction. The CreditWatch on
Goodman and Burns Philp will be resolved when the transaction is
completed. "The rating will be evaluated in the context of the
substantial increase in Burns Philp's debt load and the
significant integration risks associated with an acquisition of
this size," Ms. Kistler said.
HEALTH CARE: Mayne Downgrade Prompts S&P to Cut Rating to `BBB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on the
asset-backed notes issued by Health Care Trust No. 1 to 'BBB-'
from 'BBB'. This followed the downgrade of Mayne Group Ltd. on
March 13, 2003, to BBB-/Negative/A-3 from BBB/Negative/A-2.
This is the first rating downgrade of an Australian ABS in 2003.
Australian securitization ratings historically have been more
stable than corporate ratings, reflecting the strong performance
in consumer and commercial markets to which the underlying
assets of the majority of Australian securitization issues are
oriented. "This rating transition is typical of those we see in
Australian securitizations as it reflects the rating migration
of a company providing support to a transaction, in contrast to
underlying deteriorating asset performance," said Fabienne
Michaux, Managing Director, Structured Finance Ratings. Health
Care Trust No. 1 bondholders are paid from rental payments made
by Mayne Finance Ltd. under a lease over the Joondalup Health
Campus.
For a copy of Standard & Poor's full summary of the rating
action taken on Mayne, see the Troubled Company Reporter - Asia
Pacific Friday, March 14, 2003, Vol. 6, Issue No. 52.
NATIONAL TELECOMS: Posts Half Yearly Report
-------------------------------------------
National Telecoms Group Limited (NTG) posted this notice:
APPENDIX 4B
HALF YEARLY REPORT
Name of entity
National Telecoms Group Limited
ACN, ARBN, ABN or ARSN Half Preliminary Half Year ended
yearly final ('current period')
(tick) (tick)
48 094 312 704 X 31/12/2002
FOR ANNOUNCEMENT TO THE MARKET AUD000
Extracts from this report for announcement to the market (see
note 1).
Revenues from ordinary activities
(item 1.1) up 36% to 71,156
Profit (loss) from ordinary activities
after tax attributable to members
(item 1.22) down N/A% to (11,197)
Profit (loss) from extraordinary items
after tax attributable to members
(item 2.5(d)) gain/loss of Nil% to Nil
Net profit (loss) for the period
attributable to members
(item 1.11) down N/A% to (11,197)
DIVIANDS (DISTRIBUTIONS) AMOUNT PER SECURITY FRANKED
AMOUNT
(cents) PER SECURITY
(cents)
Interim diviand (Half yearly report
only - item 15.6) - -
Previous corresponding period half yearly
report - item 15.7) 1.5 1.5
Record date for determining entitlements to the
diviand, (in the case of a trust, distribution)
(see item 15.2) N/A
Brief explanation of any of the figures reported above (see Note
1) and short details of any bonus or cash issue or other item(s)
of importance not previously released to the market:
The Troubled Company Reporter - Asia Pacific reported that on 18
February the Board of National Telecoms Group Limited announced
that it had approved a restructure of the NTG business under
which the existing sales operations would be separated into
independent businesses. Under the restructure, NTG would
concentrate on the delivery of a wholesale product package
including telephone and office equipment, software for call
tracking and unified messaging, installation and ongoing
service and support to those independent businesses.
OBJECTIF TELECOMMUNICATIONS: Releases Report to Creditors
---------------------------------------------------------
Adrian Duncan, Joint & Several Administrator of Objectif
Telecommunications Limited (Administrators Appointed)
ACN 056 482 636, released its Report to Creditors, which can be
found at http://bankrupt.com/misc/TCRAP_OBJ0317.pdf.
The Administrators proviad an update of the current position of
the administration and report under the following headings:
i. Second Meeting of Creditors
ii. Sale of Business
iii. Deed of Company Arrangements
iv. Liquidation
i. Return to Stakeholders
vi. Administrators' Opinion.
ONE.TEL LIMITED: ASIC Reaches Agreement With Brad Keeling
---------------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), announced Thursday that ASIC has
reached an agreement with Mr Bradley Keeling, a former director
of One.Tel Limited (One.Tel), in the court proceedings against
him.
Mr Keeling is one of four defendants in the proceedings brought
by ASIC following the collapse of One.Tel in May 2001. The other
defendants are Mr Jodee Rich, Mr Mark Silbermann and Mr John
Greaves.
Under the agreement with ASIC, Mr Keeling has admitted to
contraventions of the Corporations Act 2001 between February and
May 2001 in relation to the discharge of his duties as a
director of One.Tel.
Pursuant to the agreement, ASIC and Mr Keeling have made joint
submissions to Mr Justice Bryson requesting orders that Mr
Keeling:
* be banned from being a director, or otherwise being involved
in the management of any corporation, for between 10 and 15
years. In light of Mr Keeling's contrition and cooperation with
ASIC the parties have submitted that the banning period should
be at the lower end of that range;
* be found liable for the compensation of $92 million to
One.Tel; and
* be ordered to pay ASIC's costs of $750,000.
As part of the terms of agreement Mr Keeling denies that he
deliberately misled the board and the market, but admits that he
failed to take the reasonable steps he should have in order to
apprise himself of the true financial position of the company
during that period.
Justice Bryson has reserved his decision pending consideration
of the legal issues connected with the proposed orders.
Pending a final determination by the court, ASIC will not be
commenting further on this matter.
================================
C H I N A & H O N G K O N G
================================
ADVANCE MART: Winding Up Hearing Scheduled
------------------------------------------
The High Court of Hong Kong will hear on March 26, 2003 at 10:00
in the morning the petition seeking the winding up of Advance
Mart Limited.
Ng Tak Hung of Flat 1812 Yee Yip House, Tsing Yi Estate, Tsing
Yi, New Territories, Hong Kong filed the petition on February
12, 2003. Tam Lee Po Lin, Nina represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
ARNHOLD HOLDINGS: Narrows 2002 Net Loss to HK$42.269M
-----------------------------------------------------
Arnhold Holdings Limited announced on 13 March 2003:
Year end date: 31/12/2002
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 01/01/2002 from 01/01/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 478,173 521,341
Profit/(Loss) from Operations : (42,260) (53,033)
Finance cost : (103) (982)
Share of Profit/(Loss) of
Associates : 207 264
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (42,269) (53,520)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) N1 : (0.166) (0.0869)
-Diluted (in dollars) N1 : (0.166) (0.0867)
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (42,269) (53,520)
Final Diviand : N/A N/A
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Diviand : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(N1) Calculation for basic and diluted loss per share
Basic loss per share
The calculation of basic loss per share is based on the group's
loss attributable to ordinary shareholders of HK$42,269,000
(2001: group's loss attributable to ordinary shareholders of
HK$53,520,000) and the weighted average of 254,669,000
(2001: 615,896,000) ordinary shares in issue during the year.
Diluted loss per share
The calculation of diluted loss per share is based on the
group's loss attributable to ordinary shareholders of
HK$42,269,000 (2001: group's loss attributable to ordinary
shareholders of HK$53,520,000) and the weighted average of
254,669,000 (2001: 617,516,000) ordinary shares after adjusting
for the effects of all dilutive potential ordinary shares.
ASIA RESOURCES: Odd Lot Trading Ends April 7
--------------------------------------------
Asia Resources Holdings informed that in order to alleviate the
difficulties in trading odd lots of Existing Shares arising from
the change in the existing board lot size of the Existing
Shares, the Company has appointed KCG Securities Asia Limited
(KCG) as an agent to provia matching services to those
Shareholders who wish to top up or sell their holdings of odd
lots of Existing Shares during the period from Friday, 14th
March, 2003 to Monday, 7th April, 2003 (both days inclusive).
The Company has also appointed KCG as an agent to provia
matching services to those Shareholders who wish to top up or
sell their holdings of odd lots of New Shares (as a result of
the Capital Reorganization) during the period from Tuesday, 8th
April, 2003 to Monday, 19th May, 2003 (both days inclusive).
Holders of Existing Shares / New Shares in odd lots who wish to
take advantage of this facility either to dispose of their odd
lots of Existing Shares / New Shares or to round them up to a
full new board lot may contact Ms. Joe Kwan (Tel.: 2842-1838 and
Fax: 2801-6288) of KCG at Rooms 1914-1917, 19th Floor, Hutchison
House, 10 Harcourt Road, Central, Hong Kong during the aforesaid
period.
The appointed agent, KCG, is an independent third party not
connected with any of the directors, chief executive, or
substantial shareholders of the Company or any of its
subsidiaries or associates (as defined in the Listing Rules).
Holders of Existing Shares in odd lots should note that
successful matching of the sale and purchase of odd lots of
Existing Shares would not be guaranteed. The Shareholders are
advised to consult their professional advisers if they are in
doubt about the above procedures.
BEGIN LIMITED: Winding Up Sought by Li Mei
------------------------------------------
Li Mei Ling is seeking the winding up of Begin Limited . The
petition was filed on January 24, 2003, and will be heard before
the High Court of Hong Kong on March 19, 2003.
Li Mei holds its registered office at Flat 2, 33/F., Tsz Ping
House, Tin Tsz Estate, Tin Shui Wai, New Territories, Hong Kong.
DONG FANG: Announces Shares Consolidation
-----------------------------------------
Dong Fang Gas Holdings Limited requested market participants
note that the ordinary shares of HKD0.01 each (Old Shares) in
the capital of the Company will be consolidated into ordinary
shares of HKD0.40 each (New Shares) on the basis of 40 into 1
subject to its shareholders' approval at the Special General
Meeting to be held on 17 March 2003.
Upon the proposals becoming effective, a temporary counter under
stock code 2917 and stock short name "DONG FANG GAS" will be
established for trading in board lots of 50 New Shares each to
replace the present counter (stock code: 432) for trading in
board lots of 2,000 Old Shares each effective from Tuesday, 18
March 2003.
Wrights Investors Service reports that at the end of 2002, Dong
Fang Gas had negative working capital, as current liabilities
were HK$454.90 million while total current assets were only
HK$156.86 million. The company also reported losses during the
previous 12 months and has not paid any diviands during the
previous 2 fiscal years.
PCCW LIMITED: JV With Telstra Seeks Debt Waiver Extension
---------------------------------------------------------
Telstra Corp Ltd and PCCW Limited would have to forgo future
diviands from their Hong Kong joint venture, Reach, as part of a
proposal by banks to restructure the business' US$.5 billion in
debt, Dow Jones reports, referring from an unnamed source
familiar with the situation.
Telstra & PCCW would also have to commit 90 percent of their
international traffic to Reach at market prices to ensure
sufficient working capital to continue operating and cashflow to
repay Reach's debts.
In return, Reach's bankers would agree to extend a waiver on its
debt repayments until the end of this month, and to extend the
loan's maturity date to 2010 from 2007.
THAI VIET: Winding Up Petition Set for Hearing
----------------------------------------------
The petition to wind up Thai Viet Restaurant 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 27, 2003 by
Leung Pui Yiu (an infant suing by her father and next friend
Leung Chi Ming) of Room 2704 Tin Kin House, Tin Wan Estate,
Aberdeen, Hong Kong.
TOM.COM LIMITED: Incurs Full year positive EBITDA of HK$52M
-----------------------------------------------------------
Tom.Com Limited announced Thursday its annual results for the 12
months ended December 31, 2002. During the year, the Company
recorded strong financial growth. Revenue reached HK$1,624
million, a 159% increase from HK$627 million in the previous
year, exceeding market estimates. Online revenue grew 78% to
HK$256 million, compared with HK$144 million last year. Offline
revenue almost tripled to HK$1,368 million from HK$483 million
in the previous year.
Having turned EBITDA (earnings before interest, taxation,
depreciation & amortization) positive in the second quarter of
2002 ahead of market expectation, the Group achieved positive
cash flow of HK$52 million for the full year, a HK$236 million
improvement on the EBITDA loss of HK$184 million in the previous
year. The Group is on track to attain after tax profitability.
For the fourth quarter ended December 31, 2002, TOM recorded
revenue of HK$493 million, a 9% increase from HK$452 million in
the previous quarter and doubled the revenue of HK$245 million
in the corresponding period in 2001. Positive EBITDA of HK$42
million was achieved in the fourth quarter, a growth of 25% from
HK$33 million in the previous quarter and a HK$87 million
turnaround from EBITDA loss of HK$45 million in the
corresponding period in 2001.
"Our financial performance in 2002 reflects our success in
building a unique media company with scale and scope in Greater
China. Our leading market position, prudent investment approach
and financial discipline coupled with our integration expertise
will continue to fuel our future growth towards achieving net
profitability," said Sing Wang, Chief Executive Officer and
Executive Director of the TOM Group.
As a result of a broadened revenue base and continued cost
discipline, operating loss for the year narrowed to HK$106
million, a 54% improvement from HK$231 million in the previous
year.
Loss attributable to shareholders for the year was reduced to
HK$410 million, from HK$636 million in the previous year. A
provision of HK$197 million was made this year to write-off
goodwill arising from early acquisitions. Excluding the effect
of the goodwill provisions, loss attributable to shareholders
would have been HK$212 million. The Company believes that the
provision of goodwill impairment represents the most
conservative financial practice and TOM is now better positioned
for profitability. The goodwill of the online division,
previously written off in full, will continue to be carried at
zero value on the balance sheet despite the division's strong
financial performance in 2002.
Segment Performance
The publishing division was the largest revenue contributor at
46%, with sports and entertainment, online and outdoor divisions
each contributing 23%, 16% and 15%, respectively. In line with
TOM's geographical focus, revenue generated in Mainland China
represented 49% of total revenue, while operations in Taiwan and
Hong Kong contributed 43% and 8%, respectively.
Online
Comparing performance to last year, online revenue increased by
78% to HK$256 million while segment loss narrowed by 47% to
HK$91 million on the strength of TOM's growing telecom VAS
business and cost discipline. The online division is now one of
the highest revenue generators with the most competitive cost
structure among leading Chinese portals. Successful execution
of its telecom VAS and integration strategies steered narrowband
operations in Mainland China to positive EBITDA in the second
quarter and to profitability in the fourth quarter. Overall,
the narrowband business achieved positive cash flow in the
second half of 2002. These solid results were achieved within
the shortest timeframe among Chinese portals.
Wireless data service was the main spring of growth. SMS
revenue grew at a compound quarterly rate of 133% and short
message volume, at 160%. At the end of 2002, its SMS registered
users increased to 10 million and were sending on average 3.5
million short messages daily. TOM.COM was the first service
proviar to supply MMS content to China Mobile nationwide,
signing up over 200,000 users within two months from launch in
November 2002.
163.net's mobile and pay e-mail service attracted 700,000 users,
up significantly from 60,000 in the previous year. The
solution, upgraded with customized features, has been extended
to enterprises. Four million TOMNET access cards have been sold
to date and a global roaming service was launched targeting
corporate users with seamless access in over 5,000 cities in 110
countries.
Publishing
Stable organic growth and full year contributions from TOM's
publishing operations in Taiwan lifted revenue by 3.4 times to
HK$741 million and a segment profit of HK$30 million was
achieved. The publishing division achieved a major breakthrough
by securing official approval to set up a Sino-foreign joint
venture with prominent Mainland publisher SDX Joint Publishing.
TOM is the first foreign entity to engage in full-scale
publishing operations on the Mainland with full regulatory
approval. TOM also signed a letter of intent with the Mainland's
largest IT publisher, Popular Computer Group, to set up a
separate joint venture.
TOM's Taiwan publishing arm also accelerated its expansion into
Mainland China this year. Publishing rights to about 165 books
and 8 magazine titles were licensed to Mainland publishers.
Business Weekly launched an imported edition in the second
quarter and has since cultivated 1,000 Mainland-based
subscribers. TOM also entered the print media advertising agency
business through a joint venture with Ming Sheng who owns an
extensive advertiser base and advertising rights to almost 300
periodicals, magazines and newspapers.
Sports & Entertainment
Led by FIFA World Cup related programmers and first-time
contributions from Tennis Management Group and Hong Xiang,
sports and entertainment revenue almost doubled to HK$379
million and segment profit almost tripled to HK$60
million. During the year, TOM staged a record of over 1,700
games across 50 cities. A number of new sporting rights were
secured, including perpetual rights to one of the Asia's three
ATP tennis tournaments and marketing rights to football,
volleyball and table tennis leagues targeting Mainland China's
youth market.
In sports TV programming, TOM's sports programmers reached over
25 million viewers a day. During the year, a third regular
sports programme Omega Golf Magazine debuted in July 2002. The
ATP tournament was syndicated to over 25 TV stations worldwide.
With the acquisition of Hong Xiang and a joint venture with
Charm, TOM is building an integrated entertainment platform
founded on three cornerstones: content production, distribution
and advertising.
Outdoor
Strong network-wide sales and first-time contributions from
eight outdoor media subsidiaries more than doubled revenue to
HK$248 million of last year and segment profit was HK$44
million. In 2002, TOM Outdoor Media Group (OMG) focused on
creating incremental value through integration of its
subsidiaries into a unified operation. Two media service
centers were established in Beijing and Shanghai and a
Group-wide outdoor media asset management system was launched.
Incremental revenue growth was achieved with HK$45 million in
sales contracts for media buying across the network with multi-
national and national clients secured. Network-wide sales,
together with effective sales integration initiatives, raised
occupancy rates for the Group's outdoor media assets overall by
3% to 79% on average. The Group also enforced financial
integration across all subsidiaries including the appointment of
financial controllers to each subsidiary.
Stringent receivables management significantly reduced
receivables period to 108 days on average, with further
reductions targeted. A Group-wide financial management system
consistent with international best practices will be fully
implemented in 2003. To bolster organic growth, TOM secured
concession rights (for 10 years or more) to 40,000 square meters
of outdoor advertising space, comprising 1,675 billboards,
unipoles and lightboxes in city centers and along major highways
and bus routes.
CONTACT INFORMATION: Rachel Chan
The TOM Group
Tel: +852-2121-7810
Fax: +852-2127-7576
E-mail: rachelc@tomgroup.com
http://www.tomgroup.com
Wrights Investors' Service reports that at the end of 2001,
Tom.com Ltd had negative working capital, as current liabilities
were HK$886.82 million while total current assets were only
HK$843.39 million. It has also reported losses during the
previous 12 months and has not paid any diviands during the
previous 3 fiscal years.
WEALTH LEATHER: Petition to Wind Up Pending
-------------------------------------------
The petition to wind up Wealth Leather Industrial Limited is set
for hearing before the High Court of Hong Kong on April 9, 2003
at 9:30 in the morning.
The petition was filed with the court on February 24, 2003 by
Bank of China (Hong Kong) Limited (the successor corporation to
Po Sang Bank Limited pursuant to Bank of China (Hong Kong)
Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank of
China Tower, 1 Garden Road, Central, Hong Kong.
=================
I N D O N E S I A
=================
ASTRA AGRO: January CPO Selling Price Hits Rp3,588/kg
-----------------------------------------------------
PT Astra Agro Lestari Tbk (AALI) announced that in the first
month of 2003, its average crude palm oil units (CPO) selling
price reached Rp3,588 per kg, an increase of 26.9 percent
compared to the same period last year. It was the highest price
recorded during the last 49 months. During this period, in the
international market, CPO was traded at US$458 per ton (CIF
Rotterdam).
Meanwhile, CPO sales volume went up by 30.1 percent, from 36,379
tons in January 2002 to 47,332 tons with more than 15,000 tons
or 32.1 percent was absorbed by export market. The increase in
CPO sales volume was mainly supported by a rise in CPO
production.
According to Wrights Investors' Service, at the end of 2001, PT
Astra Agro had negative working capital, as current liabilities
were Rp427.52 billion while total current assets were only
Rp254.05 billion.
=========
J A P A N
=========
ARMONI CO.: Files for Commencement of Special Liquidation
---------------------------------------------------------
Resona Holdings, Inc. (Resona HD) announced that Armoni Co.,
Ltd., which is a customer of its subsidiary bank, Resona Bank,
Ltd. (Resona Bank, President: Yasuhisa Katsuta), filed an
application for commencement of special liquidation with the
Tokyo District Court. As a result of this development, there
arose a concern that its claims to the Company may become
irrecoverable or their collection may be delayed. Details were
announced as follows:
1. Outline of the Company
(1) Address 2-4-14 Akabane, Kita-ku, Tokyo
(2) Representative Toshiaki Kobayashi
(3) Amount of capital 8,005 million yen
(4) Line of business Real Estate
2. Fact Arisen to the Company and Its Date
The Company filed an application for commencement of special
liquidation with the Tokyo District Court on March 10, 2003.
3. Amount of Claims to the Company
Loans: 30.5 billion yen
Other banking subsidiaries of Resona HD, Saitama Resona Bank,
Kinki Osaka Bank and
Nara Bank have no claims to the Company.
4. Impact of This Development on the Forecasted Earnings of
Resona HD
This development does not affect the earnings forecast of Resona
HD for the fiscal year ending March 31, 2003 which was announced
on February 12, 2003.
EBARA CORPORATION: Fails to Declare Y1.5B in Income
---------------------------------------------------
Ebara Corporation failed to declare 1.56 billion yen in taxable
income in the two years to March 2001, as it used part of the
sum to rig bids for public works, Kyodo News said on Friday.
The Tokyo Regional Taxation Bureau has discovered the evasion
and charged the water and water-disposal plant manufacturer to
pay 500 million yen in back taxes, including surcharges, which
the company has already paid.
Ebara Corporation incurred a group net loss of 20.82 billion yen
in the first half in 2002 ending September, versus a loss
of 16.65 billion yen a year ago, due to decreased sales and one-
off losses, Kyodo News said on Tuesday.
MARUBENI CORPORATION: Enters Deal With Oil Firm
-----------------------------------------------
Marubeni Corporation, through its UK subsidiary, Marubeni Oil &
Gas (UK) Limited, with Venture Production plc, the Aberdeen
based UK independent oil and gas production Company, announced
that its Sycamore field entered production, about one month
ahead of initial project expectation, April 2003. Following the
rejuvenation of the nearby Larch field in mid-2001, Sycamore
represents the second successful development project that
Marubeni participates in UK North Sea.
The Sycamore field is located 260km miles north east of
Aberdeen, in about 110 meters water. UK government approval to
develop Sycamore was granted in May 2002. Marubeni, together
with partner Venture, has been deeply involved to drive the
project in the most efficient manner. The development is
expected to cost about US$150 million and net for Marubeni to be
about US$50 million.
Marubeni, together with Venture as operator, has been actively
involved in Sycamore project to complete installation of sub-sea
pipeline bundle and other facilities in an excellent manner
during severe winter months and to deliver first oil almost one
month earlier than originally planned.
Sycamore's production this year is expected to be 20,000 boed
and net production for Marubeni's 35.5 percent interest to be
7,000 boed. As a result, Marubeni's net production in UK North
Sea is expected to rise from current 11,000 boed to 18,000 boed,
and total net production, excluding LNG, all over the world will
rise to 24,000 boed. Sycamore's total gross recoverable reserves
are expected to be 24 million boe and net for Marubeni to be 8.5
million boe. Further development plans for enhancing Sycamore
production are ongoing.
Marubeni is implementing "V" Plan, a New Medium-Term Management
Plan, for aiming its revitalization. In this plan, oil and gas
E&P business is regarded as one of the core business. Marubeni
is pursuing the acquisition of new production assets in the area
such as USA and Asia as well as UK North Sea, while Marubeni is
actively promoting development project like Sycamore, aiming at
50,000 boed production by 2005.
Marubeni Corporation was established in 1858, and is a core
Company of Marubeni Group, one of Japan's leading general
trading houses. Operations encompass domestic import, export and
offshore trade. Activities range from the development of natural
resources to the retailed marketing of finished products. For
the past several years, Marubeni Group has been establishing and
enhancing its worldwide information and communication business.
Marubeni Group continues to create comprehensive IT services
through investment. For further information, please visit the
Marubeni Corporation home page at: www.marubeni.co.jp
Contact:
Marubeni Corporation
Hiroshi Nishizaki
Nishizaki-H@marubeni.co.jp
03-3282-4803
NIPPON SHEET: R&I Downgrades to BBB+
------------------------------------
Rating and Investment Information, Inc. (R&I) has downgraded the
following ratings of Nippon Sheet Glass Co. Limited:
Senior Long-term Credit Rating: BBB+ (Downgraded from A-)
ISSUE: Bonds Rated Issue Date Redemption Issue Amount (mn)
Unsec. Str. Bonds No. 1 Aug 03, 1995 Aug 03, 2005 Yen 10,000
Unsec. Str. Bonds No. 3 Apr 27, 1998 Apr 27, 2005 Yen 10,000
RATIONALE:
Japan's second largest glass manufacturer, Nippon Plate Glass
follows Asahi Plate Glass in terms of market share for plate
glass for construction purposes and automobiles. However,
offshore business development is lagging in certain areas. The
Company's information electronics industry, developed to
diversify sources of revenue, has become a burden on the Company
books. With North American communications companies in
particular continuing to show restraint in capital investment,
the demand for WDM (high density wavelength division
multiplexing transmission) lenses also continues to decline and
the outlook for the March 2003 term is for a consolidated
business loss. Nippon Plate Glass has been making progress in
retiring WDM lens manufacturing facilities and disposing
inventory in an attempt to improve its profit and loss break
even point. However, in the absence of any prospects for a
recovery in demand, the Company remains in a situation where
making its way out of the red is proving difficult.
The fluctuation in demand for WDM lenses, glass magnetic discs
and glass bases for liquid-crystal-displays (LCDs) is extreme
and there is strong pressure to drop prices. While the earning
potential of the plate glass business is being revamped through
cost cutting and rebuilding its retail network, these
initiatives are lacking in the clout required to offset business
risk. In the glass industry, the construction of melting
furnaces requires a significant level of funding and interest
bearing debts are generally high. While the Company has cut
costs through sales of assets, it has purchased more stock from
Pilkington of the UK at a time when business performance is
floundering and consequently, there has been little improvement
in the level of interest bearing debt on the Company's cash
flow. Taking these factors into consideration, R&I has amended
the Company's rating from A- to BBB+.
During the same 12 month period ended September 30, 2002, the
Company reported losses of 15.26 per share, according to Wright
Investor's Service. This implies that the management likely
believes that the company will return to profitability soon.
ORIENT CORPORATION: Wants Y100B Aid From Mizuho
-----------------------------------------------
Orient Corporation will ask Mizuho Corporate Bank for financial
assistance worth 100 billion yen, to write off latent asset
losses when it closes its books by end of March, Kyodo News said
on Friday. The bailout package calls for Mizuho to buy preferred
shares to be issued by Orient.
The ailing consumer credit company, which saw its capital base
shriveled to 5.6 billion yen at the end of March last year after
years of losses, aims to write off the latent losses of its
asset holdings and speed up its restructuring program by
focusing on auto loan, credit card and other more promising
businesses.
Meanwhile, Reuters reported that Orient would also issue 150
billion yen ($1.26 billion) in preferred shares to Mizuho
Corporate Bank to boost its finances. The Company will also seek
cooperation from U.S. investment fund Cerberus Group in
developing new businesses, the report said.
RESONA HOLDINGS: Credit Agricole Considers Investment in Bank
-------------------------------------------------------------
Credit Agricole Asset Management, a subsidiary of French banking
group Credit Agricole, is considering an investment in Resona
Holdings Inc., Les Echos reports.
Resona is planning to boost its equity capital by 100 billion
yen (772 million euros) to increase its reserves for doubtful
debt. Credit Agricole Asset Management controls 5 percent of
Resona Trust & Banking Co, which itself is over 80 percent
controlled by Resona.
RESONA HOLDINGS: Expects Y290B Net Loss in FY03
-----------------------------------------------
Resona Holdings Inc. expects a group net loss of 290 billion yen
for the year ending March 31, deeper than the 185 billion yen
loss it projected last month, Dow Jones reports.
The Company also boosted its target for raising capital from
domestic and foreign business partners. Half of the 105 billion
yen increase in the Company's forecast net loss was due to
stock-related losses, including higher valuation losses on its
share portfolio. The stock market's continued fall will cause
those losses to balloon by 50 billion yen to 159 billion yen,
the report said.
RESONA HOLDINGS: Issues 185M Shares to BEA
------------------------------------------
Resona Holdings will place 185 million new shares with Hong
Kong-based Bank of East Asia (Nominees) Limited to raise 999
million yen to increase the capital base of its unit Kinki Osaka
Bank, according to AFX Asia on Tuesday.
The Company had no capital relationship with BEA and did not
elaborate on why it will issue new shares to the bank.
RESONA HOLDINGS: Revises FY03 Financial Forecast
------------------------------------------------
Resonal Holdings announced the revision of its consolidated
earnings forecast for the fiscal year ending March 31, 2003 as
follows:
The Kinki Osaka Bank, Ltd. Kinki Osaka Bank, one of the banking
subsidiaries of Resona Holdings, Inc. Resona HD, decided to
accelerate its efforts to improve the quality of its assets
in order to make sure a recovery of earnings in fiscal year 2003
and later and prepare for the realignment of operations planned
in fiscal year 2005 to form Osaka Resona Bank . As a result of
such proactive measures, Kinki Osaka Bank will likely incur
higher credit-related expenses than it previously estimated for
the year. In addition, the losses of group banks on their equity
securities expanded accompanying a further decline of stock
prices. All these factors combined led to the revision of the
consolidated earnings forecast. Details were announced as
follows:
Consolidated Earnings Forecast for the Fiscal Year 2002
(Millions of Yen, percent)
Ordinary Income Ordinary Net
Profit(Loss) Income(Loss)
Previous Forecast 1,180,000 (208,000) (185,000)
Revised Forecast 1,200,000 (292,000) (290,000)
Increase/(Decrease) 20,000 (84,000) (105,000)
Rate of Increase/
(Decrease) 1.7 (40.4) (56.8)
1. Previous forecast was announced on February 12, 2003.
2. Non-consolidated earnings forecast of Resona Holdings for the
fiscal year 2002 remains the same as previously announced on
November 25, 2002.
For more information, go to
http://bankrupt.com/misc/tcrap_resona0314.pdf
=========
K O R E A
=========
SK CORPORATION: Moody's May Downgrade Baa3 Rating
-------------------------------------------------
Moody's Investors Service has placed the Baa3 long-term rating
of SK Corporation and the guaranteed debt on review for possible
downgrade. The rating action is driven by the recent disclosure
of significant profit overstatement at SK Global Co. (unrated)
because of accounting irregularities. SK Global is owned 38.7
percent by SK Corporation as the trading arm of the SK group, SK
Global maintains a significant trading relationship with SK
Corporation.
The rating action also reflects the continuing difficulties
facing domestic refiners as a result of the persisting excess
refining capacity in South Korea and wider Asia, and their
impact on SK Corp's cash flow and debt protection measures.
Moody's previously changed SK Corp. 's outlook to negative from
stable reflecting these factors.
In its review, Moody's will be seeking clarity on SK Corp.'s
ongoing working capital arrangements and the ramifications for
its operating cash flow of the difficulties surrounding SK
Global. The review will also assess SK Corp's ongoing plan to
improve its relatively weak cash flow and debt protection
measures. Moody's considers that sustaining the current Baa3
rating would require an ongoing retained-cash-flow-to-debt ratio
of around 15 percent to 20 percent.
Moody's notes that the downward profit revision at SK Global
does not in itself have a cash flow impact on SK Corp. SK Corp
accounts for SK Global's earnings, using the equity accounting
method, which does not impact on cash flow. However, as a major
trading counter party of SK Global, further problems at SK
Global could elevate the operating uncertainty for SK Corp.
SK CORPORATION: Unveils Self-Rehabilitation Measures
----------------------------------------------------
SK Corporation announced sweeping self-rehabilitation measures
including asset sales, containment of fallout from the unfolding
debt crisis at sister unit SK Global, the Korea Herald said on
Friday.
"SK Corporation will not extend blind support for the distressed
SK Global. Instead, the management will put the top priority on
its own profitability. Thus, speculation over an debt-for-equity
swap for SK Global is groundless." It also argued that SK
Corporation will still be able to attain its annual profit goal
of 700 billion to 800 billion won, despite the SK Global crisis.
Company officials also revealed SK Corporation is considering
massive stock buybacks to help prop up the Company share prices.
SK GLOBAL: Halts Oil Trading Business
-------------------------------------
SK Global Co. has suspended its oil trading business after news
of the Company's accounting scandal broke earlier this week, Dow
Jones reports. Previously committed oil trades, or term deals,
for March and April, will be carried through as usual, a Seoul-
based Company trader said.
SK Global is at the mercy of its domestic creditors who will
decide at a meeting scheduled for March 19 whether to step in to
restructure the Company, and continue extending credit. The
Company's domestic debt totaled 5.8 trillion won, including 1.78
trillion won in corporate bonds and 600 billion won in
commercial paper.
SK Global has around 40 offshore offices, including 10 across
Asia, the Middle East, U.S. and Europe that trade crude and
petroleum products, the Company trader said. Ten executives of
the SK Group, including SK Corporation Chairman Chey Tae Won,
were indicted for suspected involvement in an alleged accounting
and stock fraud.
===============
M A L A Y S I A
===============
BREM HOLDING: April 9 Winding Up Petition Hearing Scheduled
-----------------------------------------------------------
The Board of Directors Brem Holding Berhad announced that a
winding-up petition has been presented to the High Court of
Malaya at Kuala Lumpur (Companies Winding-up No. D8-28-121-2003)
by SCK Cerabrics Sdn. Bhd. (SCK) on 13 February 2003 against the
Company.
The winding-up petition was served on the Company at its
registered office on 7 March 2003 and the same was brought to
the attention of the Board on 8 March 2003.
The total amount claimed by SCK against the Company is
RM23,511.79 (the said debt) consisting of the principal claim of
RM18,164.16, interest amounting to RM4,733.63 and costs
amounting to RM614.00.
The winding-up petition is premised on a Judgment dated 17 July
2002 (the judgment) obtained by SCK against the Company in Kuala
Lumpur Magistrate Court Summons No. 72-22485-02 (the said Suit)
The Judgment is disputed by the Company and is currently being
challenged via an appeal to the Kuala Lumpur High Court wherein
the Company had stated that the Summons was served at the old
registered address of the Company and hence the Company had no
knowledge of the Summons against the Company until 14th November
2002. (i.e. the date on which the judgment was served on the
Company). Thus, the Company was denied of an opportunity to
defend the Suit. The Company has a good defense on its merits.
Within the next two (2) days, on a STRICTLY WITHOUT PREJUDICE
BASIS AND WITHOUT ADMISSION OF LIABILITY, the Company shall
deposit the said debt into court to show its sincerity and
genuineness on the Suit and also its ability to settle the
debt.
The winding-up petition should not have any impact on the net
tangible assets and earnings of the Group for the financial year
ending 31 March 2003. The above petition should not have any
impact of the normal operations of the Group.
The total expected losses arising from the winding-up
proceedings will be approximately RM23,511.79 which consist of
the amount due to SCK and cost of legal proceedings.
The Company sought the advice of its solicitors and will be
filing an application to strike out the winding-up petition on
the grounds that the same is misconceived and an abuse of
process and/or to stay the winding-up proceedings.
The winding-up petition is scheduled for hearing on 9 April
2003.
BUKIT KATIL: Disposes Tidal Alert for RM430,000
-----------------------------------------------
Bukit Katil Resources Berhad had on 12 March 2003 entered into a
Sale of Shares Agreement (SSA) with Mr. Ravindran a/l Kurusamy,
Ms. Tamil Selve a/p Doraju and Mr. Selvaraj a/l Doraju for the
disposal of 250,000 ordinary shares of RM1/- each in the capital
of Tidal Alert Sdn Bhd (Tidal Alert), a wholly owned subsidiary
of BKATIL, for a consideration of RM430,000/-.
Details of the disposal
The above disposal involves the disposal by BKATIL of its entire
shareholding in Tidal Alert for a cash consideration of
RM430,000/- or RM1.72 per Tidal Alert's share (Selling Price).
The Selling Price was arrived based on a willing-buyer, willing-
seller basis after taking into consideration the audited net
tangible assets (NTA) of RM0.2054 per Tidal Alert's share as at
30 June 2002.
The entire Selling Price would be satisfied upon execution of
the SSA and the SSA shall be deemed completed thereon.
Tidal Alert's shares will be disposed off free from all liens,
charges, mortgages, options, claims and other encumbrances
whatsoever with all rights attached thereto upon the terms and
conditions of the SSA.
The Purchaser shall assume the liabilities of Tidal Alert
amounting to RM4,261,933.56 as at 28 February 2002.
Information on Tidal Alert
Tidal Alert was incorporated on 5 September 1995 in Malaysia
under the Companies Act, 1965 and had started its operation in
August 2000. The authorized share capital of Tidal Alert as at
30 June 2002 is RM500,000/- comprising 500,000 ordinary shares
of RM1/- each and its issued and paid-up share capital is
RM250,000/- comprising 250,000 ordinary shares of RM1/- each.
Tidal Alert is principally involved in property investment.
Tidal Alert is the registered and beneficial owner of a eleven
storey building i.e. Block No. SC-21, The Boulevard (Signature
Office), Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur. As at the financial year ended 30 June 2002, the
building had a net book value of RM7,116,120/- and Tidal Alert
has incurred a loss of RM47,325/- and has net current
liabilities of RM1,272,708/-.
BKATIL acquired Tidal Alert's shares on 28 June 2000 for a total
purchase consideration of approximately RM7,116,120/-. The book
value of Tidal Alert's shares in the unaudited consolidated
accounts of BKATIL as at 31 December 2002 is RM224,864.20.
Earnings Per Share
The transaction will not have any impact on the Earnings Per
Share of BKATIL save for the expenses to be incurred in relation
to the above disposal.
Net Tangible Assets (NTA) Per Share
The transaction is not expected to have any material effect on
the NTA of BKATIL.
Share Capital
The transaction will not have any effect on the issued and paid-
up share capital of BKATIL.
Substantial Shareholders' Shareholding
The transaction will not have any effect on the substantial
shareholders' shareholding of BKATIL.
Rationale for the transaction
The rationale for the transaction is to realize BKATIL's
investment in Tidal Alert for a total cash consideration of
RM430,000/- and the recovery of all advances given by BKATIL
amounting to RM2,814,330.42 as at 28 February 2003.
The proceeds from the disposal will be applied towards the
reduction of borrowings and for working capital requirement.
Approval required
The transaction is not subject to any approvals of any
authorities on compliance to all legislations required for
completion.
Directors' and/or major shareholders' and/or persons connected
with a director or major shareholders' interest
None of the directors and/or substantial shareholders of neither
BKATIL nor any person connected to the directors and/or
substantial shareholders of BKATIL has any interest, direct or
indirect, in the transaction.
Statement by Directors
The Directors of BKATIL, after having considered all aspects of
the above disposal, are of the opinion that the above disposal
is fair and reasonable and is in the best interest of the
Company.
Last month, the Troubled Company Reporter - Asia Pacific
reported that the Board of Directors of BKRB proviad an update
on the details of all facilities currently in default, which
could be found at
http://www.bankrupt.com/misc/TCRAP_Bkatil0228.pdf.
HIAP AIK: Appoints Janet Wai Yen as Company Secretary
-----------------------------------------------------
Hiap Aik Construction Berhad posted this Notice:
Date of change : 11/03/2003
Type of change : Appointment
Designation : Secretary
License no. : MIA 20899
Name : Janet Chee Wai Yen
Working experience and occupation during past 5 years :
She was a Company Secretary of two public listed companies
before her appointment as Company Secretary of Hiap Aik
Construction Berhad. She also has many years experience as an
Accountant and Company Secretary of other companies.
COMPANY PROFILE
Construction company Hiap Aik Construction Bhd (HACB) has been
operating from Malacca since incorporation. Prior to its
incorporation, the founder of HACB, Yap Seng Hock, started the
business under a partnership in the early 1960s. During the
early years of the Company, it was involved in construction
works for plantation companies, Dunlop Estates Bhd and Kumpulan
Guthrie Bhd. As the Company expanded over the years, it
diversified into construction for the government and private
sectors. Today, HACB is a registered "Class A" contractor and
currently, the Group's job order book and work-in- progress
total approx. RM351m.
The Company also has its own timber molding operations.
Production capacity of these operations is 50 tons of timber
per month for the manufacture of plywood flush doors, window
frames and other timber-related products. All the timber
molding products manufactured are used solely for the Company's
construction activities.
In line with diversification plans in 1993 and 1994, HACB
ventured into the manufacturing of cement sand bricks and
precast blocks as well as trading and distribution of building
materials.
In 1995, HACB ventured into property development in Sungai Besi
and Malacca. This was followed by the Company's diversification
into oil palm plantations in 1999.
CONTACT INFORMATION: 327-A, Taman Melaka Raya
75000 Melaka
Tel : 06-2848398;
Fax : 06-2838086
IDRIS HYDRAULIC: Unit Seeks Debt Negotiation With Dato' Yusof
-------------------------------------------------------------
Idris Hydraulic (Malaysia) Berhad advised that its subsidiary,
Idris Hydraulic Properties Sdn Bhd (IHP), has received a Notice
pursuant to Section 218 of the Companies Act 1965 from Amin-Tan
& Co, solicitors for Dato' Mohamed Johan bin Mohd Yusof (Dato'
Yusof), requiring IHP to pay Dato' Yusof the sum of RM314,460.70
together with interest at the rate of 8% per annum on the sum of
RM316,460.70 from 22 September 1999 till date of full
realization as specified on the copy of the Court Judgment
obtained against IHP at Kuala Lumpur High Court Suit no. S7-22-
04-2000 within 21 days from the receipt of this Notice, failing
which IHP will be deemed unable to pay the debts and appropriate
action will be taken for the winding-up of IHP.
IHP on without prejudice basis via its lawyers will reply to
Amin-Tan & Co and negotiate for settlement of the amount owing
to Dato' Yusof.
KIARA EMAS: SC Approves Proposals Conditions Waiver
---------------------------------------------------
On 27 December 2002, AmMerchant Bank Berhad had, on behalf of
Kiara Emas Asia Industries Berhad, announced that the Securities
Commission (SC) had via a letter dated 24 December 2002 approved
the Proposals and Proposed Exemption. The Proposals involves the
following:
i. Proposed Shareholders' Scheme
ii. Proposed Creditors' Scheme
iii. Proposed Disposal
iv. Proposed Acquisition
v. Proposed Special Issue
vi. Proposed Restricted Issue
vii. Proposed Mandatory Offer
viii. Proposed Transfer of Listing Status
Pursuant to one of the conditions in the above mentioned
approval letter, it is required that Kiara Emas/Major Team
Holdings Sdn. Bhd. and AmMerchant Bank comment on the
reasonableness of the valuation of the existing subsidiaries of
Kiara Emas to be disposed of and the valuation of Stone World
Sdn Bhd, in the circular to shareholders and the prospectus.
On 20 January 2003, AmMerchant had submitted an application to
the SC to waive the aforesaid requirement on AmMerchant Bank.
AmMerchant Bank wishes to announce that the application to waive
the requirement on AmMerchant Bank was approved by the SC via a
letter dated 7 March 2003.
MYCOM BERHAD: Proposed Revision Approvals Pending
-------------------------------------------------
On 11 March 2002, Alliance Merchant Bank Berhad on behalf of the
Board of Directors of Mycom Berhad, announced the receipt of
conditional approval of the Securities Commission (SC) on the
Proposed Restructuring Scheme, which included inter alia, the
proposed acquisition of land situated at Lot Nos 21763 to 21768,
Mukim of Batu, District of Kuala Lumpur, State of Wilayah
Persekutuan (KHD Land) from Kenny Height Developments Sdn Bhd
(KHD) (Proposed KHD Land Acquisition).
The condition imposed by the SC in relation to the Proposed KHD
Land Acquisition is as follows:
"The profit guarantee for three (3) financial years ending 30
June 2005 as proposed to be given by KHD for the proposed
development of the Bandar Sri Duta project is to be based on
profit before taxation (PBT)."
This condition is in relation to the PBT, to be guaranteed by
KHD, the vendor of KHD Land (the Guarantor) for the proposed
development of condominium, office and retail units on the KHD
Land and four (4) parcels of contiguous land situated at Lot Nos
21759 to 21762, Mukim of Batu, District of Kuala Lumpur, State
of Wilayah Persekutuan proposed to be acquired by Olympia
Industies Berhad (OIB) pursuant to its proposed restructuring
scheme. The proposed development is named "Bandar Sri Duta".
The profit guarantee proposed by the Guarantor was based on the
profit forecast and projections for the financial years ending
30 June 2003 to 2005 and prepared on the assumption that the
Proposed Restructuring Scheme would be completed by 31 December
2001. Hence, the profit guarantee proviad by KHD to Mycom was to
commence in the financial year ending 30 June 2003 and expire on
30 June 2005.
PROPOSED REVISION IN PROFIT GUARANTEE
In light of the changes in the economic conditions and the delay
in the implementation of the Proposed Restructuring Scheme, the
Guarantor proposes to vary the profit guarantee proviad by it to
Mycom, whereby the profit guarantee is proposed to be for the
first three twelve (12) month periods commencing from the
completion of the Proposed KHD Land Acquisition (New Guaranteed
Period) as opposed to the three (3) financial years ending 30
June 2003 to 2005 as originally proposed (Proposed Revision).
The salient terms for the Proposed Revision are as follows:
ú The profit guarantee period shall be for the first three
twelve (12) month periods commencing from the completion of the
Proposed KHD Land Acquisition (New Guaranteed Period);
ú That the aggregate PBT for the Bandar Sri Duta project
shall not be less than RM48.31 million (Aggregate Guaranteed
Profit) to be met over the New Guaranteed Period;
ú That the minimum PBT guaranteed for the Bandar Sri Duta
project for each 12-month period in the New Guaranteed Period
shall be not less than the following amount:
- The minimum PBT guaranteed for the first 12-month period
(First Guaranteed Period) shall be RM0.6 million which
represents 50% of the projected PBT of RM1.20 million for the
First Guaranteed Period;
- The minimum PBT guaranteed for the second 12-month period
(Second Guaranteed Period) shall be RM13.04 million which
represents 75% of the projected PBT of RM17.39 million for the
Second Guaranteed Period; and
- The minimum PBT guaranteed for the third 12-month period
(Third Guaranteed Period) shall be RM29.72 million which
represents 100% of the projected PBT for the Third Guaranteed
Period.
ú If the PBT achieved in a guaranteed 12-month period exceeds
the minimum guaranteed profit for that said period, the surplus
PBT will be added on the PBT achieved in the following
guaranteed periods in determining if the Aggregate Guaranteed
Profit is met at the end of the New Guaranteed Period;
ú After each 12-month period in the New Guaranteed Period,
KHD shall within fourteen (14) days from the receipt of the
certificate from the stakeholder, certifying the difference
between the minimum guaranteed profit for the immediate
preceding 12-month period and the audited PBT of the Bandar Sri
Duta project for the said period, pay to Mycom/OIB the shortfall
(if any); and
ú In the event that the actual aggregate PBT of the Bandar
Sri Duta project at the end of the New Guaranteed Period is less
than the Aggregate Guaranteed Profit, KHD shall pay to Mycom/OIB
such amount as shall be sufficient to cover the said shortfall
after taking into account the shortfall differences topped up by
KHD in each guaranteed period in the New Guaranteed Period. If
KHD fails to pay the shortfall, the stakeholder shall sell and
realize all or any portion of the security shares which will
have been deposited with the stakeholder, in order to cover the
amount of the shortfall. If there is a further shortfall after
the sale of the said security shares, KHD shall be liable to pay
the shortfall.
In summary, the New Guaranteed Period is for the first three 12-
month periods commencing from the completion date of the
Proposed KHD Land Acquisition and the guaranteed amount is based
on PBT as required by the SC. The Proposed KHD Land Acquisition
is expected to be completed by mid December 2003.
RATIONALE FOR THE PROPOSED REVISION
Due to the delay in the commencement and launch of the Bandar
Sri Duta project as a result of the delay in the completion of
the Proposed Restructuring Scheme, which is now expected to take
place in mid December 2003 as opposed to 31 December 2001 as
assumed originally, some of the basis and assumptions upon which
the PBT forecast and projections of the Bandar Sri Duta project
were prepared on, are no longer applicable.
Accordingly, the profit guarantee arrangement for the proposed
development of the Bandar Sri Duta project is proposed to be
revised to the first three twelve (12) month periods commencing
from the completion of the Proposed KHD Land Acquisition.
The Proposed Revision also allows flexibility for the change of
timeline which may require further update of the profit
guarantee arrangement depending on completion of the Proposed
Restructuring Scheme. The previous profit guarantee arrangement
based on PAT expected to be achieved from the Bandar Sri Duta
project for the first three financial years from the completion
of the Proposed Restructuring Scheme did not provia such
flexibility.
APPROVALS REQUIRED
The Proposed Revision which is in relation to the Proposed
Restructuring Scheme is subject to, inter-alia, the following
approvals being obtained from:
(i) The SC. An application to the SC on the Proposed Revision
was submitted on 13 March 2003;
(ii) Shareholders of Mycom for the Proposed Restructuring
Scheme at the forthcoming extraordinary general meeting to be
convened; and
(iii) Any other relevant authorities or parties.
DIRECTORS' OPINION
The Board of Directors of Mycom is of the opinion that the
Proposed Revision which is in relation to the profit guarantee
given by the Guarantor in respect of the Proposed KHD Land
Acquisition is in the best interest of the Mycom Group and its
shareholders.
OLYMPIA INDUSTRIES: Proposes Revision in Profit Guarantee
---------------------------------------------------------
On 11 March 2002, Alliance Merchant Bank Berhad on behalf of the
Board of Directors of Olympia Industries Berhad, announced the
receipt of conditional approval of the Securities Commission
(SC) on the Proposed Restructuring Scheme, which included inter
alia, the proposed acquisition of land situated at Lot Nos 21759
to 21762, Mukim of Batu, District of Kuala Lumpur, State of
Wilayah Persekutuan (KHD Land) from Kenny Height Developments
Sdn Bhd (KHD) (Proposed KHD Land Acquisition).
The condition imposed by the SC in relation to the Proposed KHD
Land Acquisition is as follows:
"The profit guarantee for three (3) financial years ending 30
June 2005 as proposed to be given by KHD for the proposed
development of the Bandar Sri Duta project is to be based on
profit before taxation (PBT)."
This condition is in relation to the PBT to be guaranteed by
KHD, the vendor of KHD Land (the Guarantor) for the proposed
development of condominium, office and retail units on the KHD
Land and six (6) parcels of contiguous land situated at Lot Nos
21763 to 21768, Mukim of Batu, District of Kuala Lumpur, State
of Wilayah Persekutuan proposed to be acquired by Mycom Berhad
(Mycom) pursuant to its proposed restructuring scheme. The
proposed development is named "Bandar Sri Duta."
The profit guarantee proposed by the Guarantor was based on the
profit forecast and projections for the financial years ending
30 June 2003 to 2005 and prepared on the assumption that the
Proposed Restructuring Scheme would be completed by 31 December
2001. Hence, the profit guarantee proviad by KHD to OIB was to
commence in the financial year ending 30 June 2003 and expire on
30 June 2005.
PROPOSED REVISION IN PROFIT GUARANTEE
In light of the changes in the economic conditions and the delay
in the implementation of the Proposed Restructuring Scheme, the
Guarantor proposes to vary the profit guarantee proviad by it to
OIB, whereby the profit guarantee is proposed to be for the
first three twelve (12) month periods commencing from the
completion of the Proposed KHD Land Acquisition (New Guaranteed
Period) as opposed to the three (3) financial years ending 30
June 2003 to 2005 as originally proposed (Proposed Revision).
The salient terms for the Proposed Revision are as follows:
ú The profit guarantee period shall be for the first three
twelve (12) month periods commencing from the completion of the
Proposed KHD Land Acquisition (New Guaranteed Period);
ú That the aggregate PBT for the Bandar Sri Duta project
shall not be less than RM48.31 million (Aggregate Guaranteed
Profit) to be met over the New Guaranteed Period;
ú That the minimum PBT guaranteed for the Bandar Sri Duta
project for each 12-month period in the New Guaranteed Period
shall be not less than the following amount:
- The minimum PBT guaranteed for the first 12-month period
(First Guaranteed Period) shall be RM0.6 million which
represents 50% of the projected PBT of RM1.20 million for the
First Guaranteed Period;
- The minimum PBT guaranteed for the second 12-month period
(Second Guaranteed Period) shall be RM13.04 million which
represents 75% of the projected PBT of RM17.39 million for the
Second Guaranteed Period; and
- The minimum PBT guaranteed for the third 12-month period
(Third Guaranteed Period) shall be RM29.72 million which
represents 100% of the projected PBT for the Third Guaranteed
Period.
ú If the PBT achieved in a guaranteed 12-month period exceeds
the minimum guaranteed profit for that said period, the surplus
PBT will be added on the PBT achieved in the following
guaranteed periods in determining if the Aggregate Guaranteed
Profit is met at the end of the New Guaranteed Period;
ú After each 12-month period in the New Guaranteed Period,
KHD shall within fourteen (14) days from the receipt of the
certificate from the stakeholder, certifying the difference
between the minimum guaranteed profit for the immediate
preceding 12-month period and the audited PBT of the Bandar Sri
Duta project for the said period, pay to Mycom/OIB the shortfall
(if any); and
ú In the event that the actual aggregate PBT of the Bandar
Sri Duta project at the end of the New Guaranteed Period is less
than the Aggregate Guaranteed Profit, KHD shall pay to Mycom/OIB
such amount as shall be sufficient to cover the said shortfall
after taking into account the shortfall differences topped up by
KHD in each guaranteed period in the New Guaranteed Period. If
KHD fails to pay the shortfall, the stakeholder shall sell and
realize all or any portion of the security shares which will
have been deposited with the stakeholder, in order to cover the
amount of the shortfall. If there is a further shortfall after
the sale of the said security shares, KHD shall be liable to pay
the shortfall.
In summary, the New Guaranteed Period is for the first three 12-
month periods commencing from the completion date of the
Proposed KHD Land Acquisition and the guaranteed amount is based
on PBT as required by the SC. The Proposed KHD Land Acquisition
is expected to be completed by mid December 2003.
RATIONALE FOR THE PROPOSED REVISION
Due to the delay in the commencement and launch of the Bandar
Sri Duta project as a result of the delay in the completion of
the Proposed Restructuring Scheme, which is now expected to take
place in mid December 2003 as opposed to 31 December 2001 as
assumed originally, some of the basis and assumptions upon which
the PBT forecast and projections of the Bandar Sri Duta project
were prepared on, are no longer applicable.
Accordingly, the profit guarantee arrangement for the proposed
development of the Bandar Sri Duta project is proposed to be
revised to the first three twelve (12) month periods commencing
from the completion of the Proposed KHD Land Acquisition.
The Proposed Revision also allows flexibility for the change of
timeline which may require further update of the profit
guarantee arrangement depending on completion of the Proposed
Restructuring Scheme. The previous profit guarantee arrangement
based on PAT expected to be achieved from the Bandar Sri Duta
project for the first three financial years from the completion
of the Proposed Restructuring Scheme did not provia such
flexibility.
APPROVALS REQUIRED
The Proposed Revision which is in relation to the Proposed
Restructuring Scheme is subject to, inter-alia, the following
approvals being obtained from:
(i) The SC. An application to the SC on the Proposed Revision
was submitted on 13 March 2003;
(ii) Shareholders of OIB for the Proposed Restructuring
Scheme at the forthcoming extraordinary general meeting to be
convened; and
(iii) Any other relevant authorities or parties.
DIRECTORS' OPINION
The Board of Directors of OIB is of the opinion that the
Proposed Revision which is in relation to the profit guarantee
given by the Guarantor in respect of the Proposed KHD Land
Acquisition is in the best interest of the OIB Group and its
shareholders.
PARIT PERAK: Securities Commission Approves Proposals
-----------------------------------------------------
On 18 November 2002, Alliance Merchant Bank Berhad had, on
behalf of Parit Perak Holdings Berhad (Special Administrators
Appointed), announced that the Company had formulated a plan to
regularize its financial condition by the implementation of the
Proposals. On 19 November 2002, it was further announced that
applications to both the Securities Commission (SC) and Foreign
Investment Committee (FIC) had been made on even date to seek
their approval for the Proposals, comprised of the following:
* Proposed PPHB Acquisition;
* Proposed Liqua Acquisition;
* Proposed Buyback;
* Proposed Put and Call;
* Proposed Restricted Offer for Sale;
* Proposed Debt Settlement;
* Proposed Disposal;
* Proposed Placement;
* Proposed Transfer of Listing Status; and
* Proposed Waiver
On 6 January 2003, Alliance had announced that the FIC had, via
its letter dated 30 December 2002, stated that it had no
objections to the Proposals. On behalf of the Company, Alliance
is now pleased to announce that the SC had, via its letter dated
10 March 2003 received by Alliance on 12 March 2003, given its
approval for the Proposals, as proposed, the details of which
are stated below.
PROPOSALS APPROVED BY SC
The SC has approved the following Proposals, as proposed:
(i) Proposed acquisition of 100% equity interest in PPHB
comprising 150,000,000 ordinary shares of RM1.00 each in PPHB
(PPHB Shares), for a total consideration of RM37,500,000 to be
satisfied by the following:
- the proposed share exchange between the existing
shareholders of PPHB and Joycity Holdings Sdn Bhd (Joycity) of
2,000,000 new ordinary shares of RM0.50 each in Joycity (Joycity
Shares) at an issue price of RM0.75 each, on the basis of one
(1) new Joycity Share for every seventy-five (75) PPHB Shares
held, together with the proposed issuance of 400,000 free 5-year
detachable warrants in Joycity (Warrants), on the basis of one
(1) free Warrant for every five (5) new Joycity Shares issued;
and
- the proposed issuance of 48,000,000 new Joycity Shares at
an issue price of RM0.75 each, together with 9,600,000 free
Warrants, on the basis of one (1) free Warrant for every five
(5) new Joycity Shares issued, to the Creditors' Agent to be
held in trust for and to be distributed to the creditors of PPHB
as it deems fit; (Proposed PPHB Acquisition)
(ii) The proposed acquisition of 100% equity interest in
Liqua Health Marketing (M) Sdn Bhd (Liqua) comprising 750,000
ordinary shares of RM1.00 each in Liqua (Liqua Shares) by
Joycity, for a total consideration of RM165,000,000 to be
satisfied by the issuance of 220,000,000 new Joycity Shares at
an issue price of RM0.75 per share together with 44,000,000 free
Warrants, on the basis of one (1) new Warrant for every five (5)
new Joycity Shares issued (Proposed Liqua Acquisition);
(iii) The proposed buyback by Liqua Health (M) Sdn Bhd (Liqua
(M)) and Align Matrix Sdn Bhd (Align Matrix) (collectively
referred to as the Promoters) of 18,000,000 Joycity Shares and
3,600,000 Warrants which was issued to the Creditors' Agent in
(i) above (Proposed Buyback);
(iv) The proposed put and call arrangement between the
Promoters and the Creditors' Agent whereby the Creditors' Agent
gives an option to the Promoters to acquire from the Creditors'
Agent an additional 18,000,000 Joycity Shares and 3,600,000
Warrants at any time during the call option period and the
Promoters gives an option to the Creditors' Agent to sell the
above number of Joycity Shares and Warrants during the put
option period (Proposed Put and Call);
(v) The proposed restricted offer for sale of 12,000,000
Joycity Shares, with 2,400,000 Warrants attached, to be jointly
undertaken by the Promoters and the Creditors' Agent to the
existing shareholders of PPHB (Proposed Restricted Offer for
Sale);
(vi) The proposed disposal of the entire equity interest in
PPHB by Joycity for a nominal disposal consideration of RM1.00
to a special purpose vehicle which is to be identified by the
Special Administrators of PPHB (Proposed Disposal);
(vii) The proposed placement by the Promoters of such number
of Joycity Shares which is required to meet the 25% public
shareholding spread requirement (Proposed Placement); and
(viii) The transfer of the listing status of PPHB on the Main
Board of the Kuala Lumpur Stock Exchange (KLSE) to Joycity, and
the listing of and quotation for the entire share capital and
warrants of Joycity which will be issued pursuant to the
Proposals as well as the new Joycity Shares which will be issued
pursuant to the exercise of the Warrants, on the Main Board of
the KLSE (Proposed Transfer of Listing Status).
OTHER MATTERS NOTED BY THE SC
The SC had also taken note that the Proposals will entail the
proposed debt settlement of PPHB, as follows:
- The Special Administrators/ Creditors' Agent will
distribute the proceeds from the Proposed Buyback, the Proposed
Put and Call and its portion of the Proposed Restricted Offer
for Sale, amounting to approximately RM32.22 million to PPHB's
creditors;
- The settlement through the distribution to the creditors of
PPHB of 6,000,000 new Joycity Shares at RM0.75 per share with
1,200,000 Warrants which are issued to the Creditors' Agent
pursuant to the Proposed PPHB Acquisition, unless such Joycity
Shares and Warrants are disposed in the open market; and
- The cash settlement to the creditors of PPHB through the
balance of cash in PPHB as at the cut-off date which is 31
August 2002, and the cash generated from the operations of PPHB
until the date of termination of the appointment of the Special
Administrators.
The SC also noted that the price for the Joycity Shares and
Warrants under the Proposed Buyback and the Proposed Put and
Call has been fixed at the indicative price of RM0.75 per share
and RM0.10 per Warrant, while the price for the Joycity Shares
for the Proposed Restricted Offer for Sale is fixed at RM0.75
together with the Warrants.
CONDITIONS IMPOSED BY THE SC
The approval of the SC as stated in Section 2 above are subject
to the following conditions:
(i) PPHB/Joycity is required to disclose fully the following
information in its circular to shareholders and prospectus:
- The risks associated with the operations of the Joycity
group/Liqua in the direct selling industry and its dependence on
one major source of supply for its products as well as its
action plan in facing this business risk;
- The management succession plan which is effective to
ensure the continuity of the management of Joycity group/Liqua
in the operation of its direct selling business; and
- Details in relation to the legal demand on Liqua which
has been made by ESCV Resources Holdings Sdn Bhd (ESCV);
(ii) Liqua is required to obtain a written confirmation
from Re-Vita Manufacturing Co Inc (Re-Vita) / Mr Franklin Delano
Weatherly that Liqua will continue to be the sole distributor
for Re-Vita's products in Malaysia and that Re-Vita will
continue the supply of such products to Liqua at a reasonable
price;
(iii) All business transactions between Joycity/Liqua and
Re-Vita are required to be transacted in a transparent manner
and not detrimental towards Joycity/Liqua;
(iv) The Promoters, directors and major shareholders of
Joycity group/Liqua are not allowed to be involved in any
business which will give rise to a conflict of interest with the
Joycity group. Full disclosure on their current involvement in
similar or competing businesses with the Joycity group, if
applicable, has to be made in the circular to shareholders and
prospectus of PPHB/Joycity;
(v) A moratorium is imposed on the sale of Joycity Shares,
as stipulated under Paragraph 18.09 (5) of the SC's Policies and
Guidelines on the Issue/Offer of Securities (SC's Guidelines),
on 110,000,000 Joycity Shares and 22,000,000 Warrants or 50% of
the total Joycity Shares and Warrants which are to be issued to
the vendors of Liqua, as well as to the new Joycity Shares which
are to be issued pursuant to the exercise of Warrants during the
moratorium period. Alliance/Joycity is required to furnish the
SC with the list of shareholders and the number of shares and
warrants which are under the above moratorium.
In relation to the moratorium on Joycity Shares issued to the
Promoters, Liqua (M) and Align Matrix, each shareholder or
beneficial shareholder in Liqua (M) and Align Matrix is required
to furnish an undertaking that they will not sell, transfer or
assign their shareholding in Liqua (M) and Align Matrix for the
same period as the moratorium imposed on the Joycity Shares held
by Liqua (M) and Align Matrix;
(vi) The Promoters are required to indemnify Joycity/Liqua
from any possibility of any potential loss which may be suffered
by Joycity/Liqua arising from the legal claim made by ESCV
towards Liqua. Written confirmation on the above indemnity is
required to be furnished to the SC prior to the implementation
of the Proposed Liqua Acquisition;
(vii) Alliance/Joycity is required to furnish the SC with
the details of the placement of Joycity Shares by the Promoters,
if there exists the requirement for such a placement exercise to
meet the 25% public shareholding spread requirement;
(viii) PPHB is required to appoint an independent audit
firm (which is experienced in investigative audit and must not
be the current auditors of PPHB) within two months from the date
of the letter of approval from the SC to conduct an
investigative audit on PPHB's previous losses. PPHB is also
required to take necessary/relevant steps to recover the said
losses which have been suffered by PPHB. Based on the findings
of the investigative audit, PPHB is to report to the relevant
authorities if there are any breaches of any laws, rules,
guidelines and/or memorandum and articles of the Company
involving members of the Board of Directors of the Company
and/or any other party that has caused the said losses of PPHB.
The investigative audit is to be completed within six (6) months
from the date of appointment of the independent audit firm. Two
copies of the said investigative audit report must be made
available to the SC after the completion of the investigative
audit;
(ix) Alliance/PPHB/Joycity is required to furnish a copy of
the final draft of the circular to shareholders for the SC's
review; and
(x) PPHB/Joycity is required to adhere to all relevant
requirements in the implementation of the above proposals,
especially those stipulated under Chapters 17,18 and 25 of the
SC's Guidelines.
OTHER APPROVALS AND REQUIREMENTS
The SC also informed that they do not have any objections on the
pre-fixing of the exercise price of the Warrants at RM0.75 for
each Joycity Share.
In respect of the condition imposed by the SC as stated in
Section 4 (v) above, the shareholders who have been imposed with
the moratorium are allowed to use any revisions to the SC's
Guidelines in relation to the moratorium which is to be
announced by the SC later in accordance with the implementation
of phase three of the disclosure-based regime.
Alliance and PPHB/Joycity is required to furnish a written
confirmation on the compliance of all terms and conditions which
have been imposed by the SC in its approval for the above
proposals, upon the completion of the implementation of the
proposals.
SRIWANI HOLDINGS: Discloses April 8 EGM Notice
----------------------------------------------
On behalf of Sriwani Holdings Berhad, Commerce International
Merchant Bankers Berhad proviad the notice of EGM of SHB as
follows:
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of
Sriwani Holdings Berhad (SHB or Company) will be held at
Shangri-La's Golden Sands Resort, Batu Feringgi Beach, 11100
Penang on Tuesday, 8 April 2003 at 8:30 a.m., for the purpose of
considering and, if thought fit, passing the following
resolutions with or without modifications:
SPECIAL RESOLUTION NO. 1
PROPOSED REDUCTION OF THE EXISTING ISSUED AND PAID-UP SHARE
CAPITAL OF SHB OF RM121,214,124 COMPRISING 121,214,124 ORDINARY
SHARES OF RM1.00 EACH (SHB SHARE) PURSUANT TO SECTION 64 OF THE
COMPANIES ACT, 1965, BY THE CANCELLATION OF RM0.98 FROM THE PAR
VALUE OF EVERY SHB SHARE IN ISSUE AND THEREAFTER THE
CONSOLIDATION OF EVERY FIFTY (50) ORDINARY SHARES OF RM0.02 EACH
INTO ONE (1) ORDINARY SHARE OF RM1.00 EACH (PROPOSED CAPITAL
REDUCTION AND CONSOLIDATION)
"THAT, subject to and contingent upon the passing of the Special
Resolution No. 2 and Ordinary Resolutions No. 1, No. 2 and No. 3
and subject to the confirmation by the High Court of Malaya and
approvals being obtained from the relevant authorities,
including the approval of the Kuala Lumpur Stock Exchange
(KLSE), for the admission of the Irredeemable Convertible
Preference Share (ICPS)-A, ICPS-B1, ICPS-B2 and ICPS-C to the
Official List of the KLSE and for the listing of and quotation
for ICPS-A, ICPS-B1, ICPS-B2, ICPS-C and the new SHB Shares
issued pursuant to the Proposed Restricted Issue, Proposed
Rights Issue, Proposed Creditors Scheme, Proposed Assets
Injection (all as defined hereunder) and pursuant to the
conversion of the ICPS-A, ICPS-B1, ICPS-B2, ICPS-C and ICPS-D on
the Main Board of the KLSE, approval be and is hereby given to
the Directors of the Company to implement the following:
(a) the cancellation of its issued and paid-up share capital
which has been lost or unrepresented by available assets to the
extent of RM0.98 from the par value of every existing ordinary
share of RM1.00 to RM0.02 and thereafter, to consolidate every
fifty (50) ordinary shares of RM0.02 each into one (1) ordinary
share of RM1.00 each, upon which the sum of RM1.00 shall be
credited as having been fully paid-up AND THAT fractions of a
share arising from the Proposed Capital Reduction and
Consolidation will be dealt with by the Directors of SHB as they
may deem fit;
(b) the credit of up to RM156,881,340 in the share capital
account of SHB arising from the Proposed Capital Reduction and
Consolidation shall be set-off against the Company's accumulated
losses;
(c) the set-off of up to RM154,090,499 in the share premium
account of SHB against the Company's accumulated losses. As at
31 December 2001 the audited share premium account of SHB
amounted to RM45,257,647;
For the purpose herein, Proposed Creditors Scheme refers to the
respective proposed compromise and settlement arrangement
between the Scheme Companies (as defined hereunder) and their
respective creditors while the Proposed Assets Injection refers
to Proposed WPSB Acquisition and Proposed SESB Acquisition
collectively;
AND THAT the Directors be authorized to give effect to the above
with (to the extent permitted by the Articles of Association of
the Company) full power to assent to any modification, variation
and/or amendment to the Proposed Capital Reduction and
Consolidation as may be imposed by the relevant authorities and
to do such acts or matters as may be required to implement,
finalize, give effect to and complete the Proposed Capital
Reduction and Consolidation."
SPECIAL RESOLUTION NO. 2
PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF SHB
"THAT, subject to and contingent upon passing of the Special
Resolution No. 1 and Ordinary Resolutions No. 1, No. 2 and No.
3, approval be and is hereby given for the alterations,
modifications, variations and additions to the Articles of
Association of the Company as set out in Section 2.8 of the
Circular to shareholders dated 14 March 2003."
AND THAT the Directors of the Company be and are hereby
authorized to do such acts and things that are necessary to give
effect to the above with full power to assent to any conditions,
modifications, variations and/or amendments as may be required
by the relevant authorities."
ORDINARY RESOLUTION NO. 1
PROPOSED DEBT RESTRUCTURING SCHEME BETWEEN SHB, CERTAIN OF ITS
SUBSIDIARIES, NAMELY SRIWANI TRADING SDN. BHD., CERGASJAYA SDN.
BHD., SRIWANI DUTY FREE SUPPLIES SDN. BHD. AND KELANA MEGAH SDN.
BHD. AND CERTAIN OF THEIR RESPECTIVE CREDITORS FOR DEBTS
TOTALING RM663.918 MILLION
"THAT, subject to and contingent upon passing of the Special
Resolutions No. 1 and No. 2 and Ordinary Resolution No. 2 and
No. 3 and subject to the approval of the relevant authorities
being obtained, including the approval of the KLSE for the
admission of the ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C to the
Official List of the KLSE and for the listing of and quotation
for ICPS-A, ICPS-B1, ICPS-B2, ICPS-C and the new SHB Shares
issued pursuant to the Proposed Restricted Issue, Proposed
Rights Issue, Proposed Creditors Scheme, Proposed Assets
Injection and pursuant to the conversion of the ICPS-A, ICPS-B1,
ICPS-B2, ICPS-C and ICPS-D on the Main Board of the KLSE, the
debt restructuring agreement dated 26 June 2002 between SHB,
Kelana Megah Sdn. Bhd. and the creditors listed in Appendix X of
the circular to shareholders dated 14 March 2003 (Unsecured
Scheme Creditors) and the debt restructuring agreement dated 28
June 2002 between SHB, Sriwani Trading Sdn. Bhd., Cergasjaya
Sdn. Bhd., Sriwani Duty Free Supplies Sdn. Bhd., Kelana Megah
Sdn. Bhd. (collectively known as Scheme Companies) and the
financial institutions listed in Appendix X of the circular to
shareholders dated 14 March 2003 (FI Lenders) (collectively
referred to as "DRA" including any agreement executed
supplemental thereto) for the proposed restructuring of the
debts owing by the Scheme Companies to the FI Lenders and
Unsecured Scheme Creditors, of approximately RM663,918,404
(including penalty, default and late payment interest) as at 31
December 2001 (Proposed Debt Restructuring Scheme), in the
manner and upon the terms and subject to the conditions as set
out in the DRA be and is hereby approved and ratified;
AND THAT the Directors of the Company be authorized to allot and
issue up to 31,797,064 new SHB Shares, 57,584,749 ICPS-B1,
57,584,749 ICPS-B2, 14,821,689 ICPS-C and 71,543,314 ICPS-D
credited as fully paid-up as may be required pursuant to the DRA
and to allot and issue such number of new SHB Shares as are
required to be issued pursuant to any conversion of ICPS-B1,
ICPS-B2, ICPS-C and ICPS-D;
AND THAT subject to and contingent upon passing of the Special
Resolution No. 2, the ICPS-B1, ICPS-B2, ICPS-C and ICPS-D shall
be issued in accordance with the Articles of Association of the
Company and subject to the approvals being obtained from the
relevant authorities, the Directors of the Company be and are
hereby authorized to enter into any instruments as may be
required but not limited to a Trust Deed upon the terms and
conditions as the Directors of the Company may deem fit or
expedient for the issue of the ICPS-B1, ICPS-B2, ICPS-C and
ICPS-D;
AND THAT the new SHB Shares to be issued pursuant to the DRA and
the conversion of the ICPS-B1, ICPS-B2, ICPS-C and ICPS-D shall,
upon allotment and issue, rank pari passu in all respects with
the then issued and fully paid-up SHB Shares save and except
that they shall not be entitled to any diviands, rights,
allotments and/or other distributions which may be declared,
made or paid, the entitlement date of which is on or before the
date of allotment of the new SHB Shares to be issued pursuant to
the DRA and the new SHB Shares arising from the conversion of
the ICPS-B1, ICPS-B2, ICPS-C and ICPS-D (as the case may be)
respectively;
AND FURTHER THAT the Directors of the Company be and are hereby
authorized to give effect to the Proposed Debt Restructuring
Scheme with full power to assent to any conditions,
modifications, variations and/or amendments (if any) as may be
imposed by any relevant authorities or consequent upon the
implementation of the said conditions, modifications, variations
and/or amendments and to take all such steps and to enter into
and execute all agreements, arrangements, undertakings as they
may deem necessary or expedient in order to implement, finalize
and give full effect to the Proposed Debt Restructuring Scheme."
ORDINARY RESOLUTION NO. 2
(I) PROPOSED RESTRICTED ISSUE OF 7,272,847 NEW SHB SHARES AT AN
ISSUE PRICE OF RM1.00 EACH TO MULTI ESPRIT SDN. BHD. (MESB)
AFTER THE PROPOSED CAPITAL REDUCTION AND CONSOLIDATION (PROPOSED
RESTRICTED ISSUE);
(II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 24,440,516 NEW
SHB SHARES AT AN ISSUE PRICE OF RM1.00 EACH ON THE BASIS OF
SEVEN (7) NEW SHB SHARES FOR EVERY THREE (3) SHB SHARES HELD
TOGETHER WITH UP TO 392,794,013 5-YEAR IRREDEEMABLE CONVERTIBLE
PREFERENCE SHARES OF RM 0.10 EACH (ICPS-A) AT AN ISSUE PRICE OF
RM0.10 PER ICPS-A ON THE BASIS OF SEVENTY-FIVE (75) ICPS-A FOR
EVERY TWO (2) SHB SHARES HELD, AFTER THE PROPOSED CAPITAL
REDUCTION AND CONSOLIDATION AND THE PROPOSED RESTRICTED ISSUE
(PROPOSED RIGHTS ISSUE);
(III) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN
WINNER PROMPT SDN. BHD. (PROPOSED WPSB ACQUISITION);
(IV) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN
SELASIH EKSLUSIF SDN. BHD. (PROPOSED SESB ACQUISITION);
(V) PROPOSED ISSUANCE OF 7,808,742 5-YEAR IRREDEEMABLE
CONVERTIBLE PREFERENCE SHARES OF RM0.10 EACH (ICPS-C) TO
MALAYSIA AIRPORTS (SEPANG) SDN. BHD. (MA SEPANG) IN RELATION TO
THE PROPOSED COMPROMISE AND SETTLEMENT ARRANGEMENT BETWEEN
SYARIKAT SRIWANI (M) SDN. BHD. (SSSB), A WHOLLY-OWNED SUBSIDIARY
OF SHB, AND MA SEPANG (PROPOSED MA SEPANG DEBT SETTLEMENT);
(VI) PROPOSED ADDITIONAL ISSUE OF 100,000 IRREDEEMABLE
CONVERTIBLE PREFERENCE SHARES OF RM0.10 EACH (ICPS)-B1, 100,000
ICPS-B2 AND 100,000 ICPS-C TO COMMERCE INTERNATIONAL MERCHANT
BANKERS BERHAD (CIMB) AS PRIMARY SUBSCRIBER, AT AN ISSUE PRICE
OF RM1.00 EACH (PROPOSED ADDITIONAL ISSUE); AND
(VII) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF SHB FROM
RM500,000,000 COMPRISING 500,000,000 SHB SHARES TO
RM1,000,000,000 COMPRISING 900,000,000 SHB SHARES AND
1,000,000,000 PREFERENCE SHARES OF RM0.10 EACH IN SHB (PROPOSED
IASC)
"THAT, subject to and contingent upon passing of the Special
Resolutions No. 1 and No. 2, and Ordinary Resolutions No. 1 and
No. 3 and subject to the approval of the relevant authorities
being obtained, including the approval of the KLSE for the
admission of the ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C to the
Official List of the KLSE and for the listing of and quotation
for ICPS-A, ICPS-B1, ICPS-B2, ICPS-C and the new SHB Shares
issued pursuant to the Proposed Restricted Issue, Proposed
Rights Issue, Proposed Creditors Scheme, Proposed Assets
Injection and pursuant to the conversion of the ICPS-A, ICPS-B1,
ICPS-B2, ICPS-C and ICPS-D on the Main Board of the KLSE,
approval be and is hereby given for the Company to:
(a) allot and issue of 7,272,847 new SHB Shares (Restricted
Issue Shares) at an issue price of RM1.00 each to MESB after the
Proposed Capital Reduction and Consolidation and on such terms
and conditions pursuant to the Subscription Agreement between
SHB and MESB dated 5 July 2002 (Subscription Agreement) AND THAT
the Subscription Agreement be and is hereby approved and
ratified AND THAT the Restricted Issue Shares shall, upon
allotment and issue, rank pari passu in all respects with the
then existing issued and paid-up SHB Shares, save and except
that they will not be entitled to any diviands, rights,
allotments and/or other distributions made prior to the date of
allotment of the Restricted Issue Shares;
(b) allot (whether provisional or otherwise) and issue by way
of a rights issue to the registered shareholders of the Company
whose names appear in the Register of Members or Record of
Depositors at the close of business on an entitlement date to be
determined by the Directors of the Company or their renouncees
after the Proposed Capital Reduction and Consolidation and the
Proposed Restricted Issue, payable in full upon acceptance, up
to 24,440,516 new SHB Shares (Rights Shares) at an issue price
of RM1.00 each on the basis of seven (7) Rights Shares for every
three (3) SHB Shares held and up to 392,794,013 ICPS-A at an
issue price of RM0.10 per ICPS-A on the basis of seventy-five
(75) ICPS-A for every two (2) SHB Shares held and that the
Directors be and are hereby authorized to allot and issue such
number of new ordinary shares of RM1.00 each in the Company as
are required to be issued pursuant to any conversion of the
ICPS-A AND THAT the Directors shall be entitled to deal with all
or any of the fractional entitlements arising from the Proposed
Rights Issue on such terms and at such time or times, as the
Directors may consider appropriate and any Rights Shares and
ICPS-A which are not validly taken up or which are not allotted
for any reasons whatsoever shall be made available for excess
shares applications AND THAT the Rights Shares shall, upon
allotment and issue, rank pari passu in all respect with the
ordinary shares of the Company existing at the time of such
issue except that they shall not be entitled to any diviands,
rights, allotments and/or other distributions which may be
declared, made or paid, the entitlement date of which is on or
before the date of allotment of the Rights Shares;
(c) acquire from Yeoh San Hai, Stuart Saw Teik Siew, Saw Eng
Huat Properties Sdn Bhd (collectively referred to as the "WPSB
Vendors) the entire equity interest in Winner Prompt Sdn. Bhd.
(WPSB) comprising of 5,500,000 ordinary shares of RM1.00 each in
WPSB for a purchase consideration of RM8,000,000.00 to be
satisfied entirely by the issuance of 7,272,727 new SHB Shares
credited as fully paid-up at an issue price of RM1.10 per SHB
Share upon such terms and conditions as set out in the
conditional sale and purchase agreement dated 5 July 2002
entered into between the Company and the WPSB Vendors and the
subsequent variations in relation thereto mutually agreed
between the parties in writing on 15 January 2003 (collectively
referred to as "WPSB SPA") AND THAT the WPSB SPA be and is
hereby approved and ratified AND THAT the new SHB Shares to be
issued pursuant to the Proposed WPSB Acquisition shall, upon
allotment and issue, rank pari passu in all respect with the
ordinary shares of the Company existing at the time of such
issue except that they shall not be entitled to any diviands,
rights, allotments and/or other distributions which may be
declared, made or paid, the entitlement date of which is on or
before the date of allotment of the new SHB Shares (but
expressly excluding all such rights arising from the Proposed
Rights Issue);
(d) acquire from Yeoh San Hai, Stuart Saw Teik Siew
(collectively referred to as the "SESB Vendors") the entire
equity interest in Selasih Ekslusif Sdn Bhd (SESB) comprising of
500,000 ordinary shares of RM1.00 each in SESB for a purchase
consideration of RM12,000,000.00 to be satisfied entirely by the
issuance of 10,909,091 new SHB Shares credited as fully paid-up
at an issue price of RM1.10 per SHB Share upon such terms and
conditions as set out in the conditional sale and purchase
agreement dated 5 July 2002 entered into between the Company and
the SESB Vendors and the subsequent variations in relation
thereto mutually agreed between the parties in writing on 15
January 2003 (collectively referred to as SESB SPA) AND THAT the
SESB SPA be and is hereby approved and ratified AND THAT the new
SHB Shares to be issued pursuant to the Proposed SESB
Acquisition shall, upon allotment and issue, rank pari passu in
all respect with the ordinary shares of the Company existing at
the time of such issue except that they shall not be entitled to
any diviands, rights, allotments and/or other distributions
which may be declared, made or paid, the entitlement date of
which is on or before the date of allotment of the new SHB
Shares (but expressly excluding all such rights arising from the
Proposed Rights Issue);
(e) allot and issue 7,808,742 ICPS-C at an issue price of
RM1.10 per ICPS-C to MA Sepang in settlement of the amount of
RM8,589,616 owing by SSSB to MA Sepang;
(f) allot and issue 100,000 ICPS-B1, 100,000 ICPS-B2 and
100,000 ICPS-C to CIMB as primary subscriber, at a cash issue
price of RM1.00 each AND THAT the issue of the ICPS-B1, ICPS-B2
and ICPS-C to CIMB and issue of the new SHB Shares upon
conversion of the ICPS-B1, ICPS-B2 and ICPS-C be and is hereby
approved;
(g) increase the authorized share capital of the Company from
RM500,000,000 comprising 500,000,000 SHB Shares to
RM1,000,000,000 comprising 900,000,000 SHB Shares and
1,000,000,000 preference shares of RM0.10 each in SHB by the
creation of an additional 400,000,000 SHB Shares and
1,000,000,000 preference shares of RM0.10 each in the Company
AND THAT such new SHB Shares when issued shall rank pari passu
in all respects with the then existing issued and paid-up SHB
Shares when issued shall confer on the holder those rights as
stated in the Articles of Association of the Company AND THAT as
a consequence Clause (e) of the Company's Memorandum of
Association be amended accordingly;
AND THAT subject to and contingent upon passing of the Special
Resolution No. 2, the ICPS-A, ICPS-B1, ICPS-B2, and ICPS-C shall
be issued in accordance with the Articles of Association of the
Company and subject to the approvals being obtained from the
relevant authorities, the Directors of the Company be and are
hereby authorized to enter into any instruments as may be
required but not limited to a Trust Deed upon the terms and
conditions as the Directors of the Company may deem fit or
expedient for the issue of the ICPS-A, ICPS-B1, ICPS-B2 and
ICPS-C;
AND THAT the new SHB Shares to be issued pursuant to the
conversion of the ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C shall,
upon allotment and issue, rank pari passu in all respects with
the then issued and fully paid-up SHB Shares save and except
that they shall not be entitled to any diviands, rights,
allotments and/or other distributions which may be declared,
made or paid, the entitlement date of which is on or before the
date of allotment of the new SHB Shares arising from the
conversion of the ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C (as the
case may be);
AND FURTHER THAT the Directors of the Company be authorized to
give effect to the Proposed Restricted Issue, Proposed Rights
Issue, Proposed WPSB Acquisition, Proposed SESB Acquisition,
Proposed MA Sepang Debt Settlement, Proposed Additional Issue
and Proposed IASC (to the extent permitted by the Articles of
Association of the Company) with full power to assent to any
modification, variation and/or amendment as may be imposed by
the relevant authorities including but not limited to the number
of SHB Shares MESB is obliged to subscribe under the Proposed
Restricted Issue and to do all such acts and things as they may
consider necessary to implement, finalize and give full effect
to the Proposed Restricted Issue, Proposed Rights Issue,
Proposed WPSB Acquisition, Proposed SESB Acquisition, Proposed
MA Sepang Debt Settlement, Proposed Additional Issue and
Proposed IASC."
ORDINARY RESOLUTION NO. 3
PROPOSED EXEMPTIONS TO MESB FROM HAVING TO UNDERTAKE MANDATORY
OFFERS FOR ALL THE REMAINING SHB SHARES NOT ALREADY OWNED BY
MESB
"THAT subject and contingent upon passing of the Special
Resolutions No. 1 and No. 2, and Ordinary Resolutions No. 1 and
No. 2 and subject to the approval of the relevant authorities
being obtained, approval be and is hereby given by way of poll
for the exemption to MESB from having to undertake a mandatory
offer pursuant to Part II of the Malaysian Code on Take-Overs
and Mergers, 1998 for all the remaining SHB Shares not already
owned by MESB after the Proposed Restricted Issue, Proposed
Rights Issue and Proposed MESB ICPS-A Conversion (as defined in
the Circular to Shareholders of the Company dated 14 March 2003)
as a result of the Proposed MESB ICPS-A Conversion (Proposed
Exemption II);
AND THAT subject and contingent upon passing of the Special
Resolutions No. 1 and No. 2, and Ordinary Resolutions No. 1 and
No. 2 and subject to the approval of the relevant authorities
being obtained, approval be and is hereby given by way of poll
for the exemption to MESB from having to undertake a mandatory
offer pursuant to Part II of the Malaysian Code on Take-Overs
and Mergers, 1998 for all the remaining SHB Shares not already
owned by MESB after the Proposed Restricted Issue, Proposed
Rights Issue and Proposed MESB ICPS-A Conversion, arising from
the subsequent increase in the shareholdings of MESB in SHB by
more than 2% in any six (6)-month period, as a result of the
following:
conversion of all or part of the remaining ICPS-A after the
Proposed MESB ICPS-A Conversion held by MESB; and/or
purchase of SHB Shares pursuant to the Proposed SHB Share Call
and Put Option Arrangement (as defined in the Circular to
Shareholders of the Company dated 14 March 2003); and/or
purchase of SHB Shares pursuant to the Proposed Converted SHB
Share Call Option Arrangement and/or the Proposed Converted SHB
First Right Arrangement (as defined in the Circular to
Shareholders of the Company dated 14 March 2003); and/or
conversion of all or part of the ICPS-B1 and ICPS-B2, which may
be purchased by MESB pursuant to the Proposed ICPS-B Call Option
Arrangement and/or Proposed ICPS-B First Right Arrangement (as
defined in the Circular to Shareholders of the Company dated 14
March 2003)
(which shall be referred to as "Proposed Exemption III");
AND THAT the Directors of the Company be and are hereby
authorized to do all such acts and to enter into all such
transactions, arrangements and agreements as may be necessary or
expedient in order to give full effect to the Proposed Exemption
II and the Proposed Exemption III;
AND FURTHER THAT the Directors of the Company be and are hereby
authorized to give effect to the Proposed Exemption II and
Proposed Exemption III with full power to assent to any
conditions, modifications, variations and/or amendments (if any)
as may be imposed by any relevant authorities or consequent upon
the implementation of the said conditions, modifications,
variations and/or amendments and to take all such steps as they
may deem necessary or expedient in order to implement, finalize
and give full effect to the Proposed Exemption II and the
Proposed Exemption III."
ORDINARY RESOLUTION NO. 4
PROPOSED EMPLOYEES' SHARE OPTION SCHEME FOR ELIGIBLE EMPLOYEES
AND EXECUTIVE DIRECTORS OF SHB AND ITS SUBSIDIARIES
"THAT, subject to the approval of all relevant authorities and
the approval-in-principle of the KLSE being obtained for the
listing of and quotation for the new SHB Shares to be issued
hereunder, the Directors of the Company be and are hereby
authorized to establish and administer an Employees' Share
Option Scheme (ESOS or Scheme) for the benefit of the eligible
employees and Executive Directors of SHB and its subsidiaries
(other than a subsidiary which is dormant) (Eligible Employees)
under which options will be granted to such Eligible Employees
to subscribe for new SHB Shares (ESOS Options) in accordance
with the bye-laws for the Scheme (Bye-Laws) as set out in
Appendix XV of the Circular to Shareholders of the Company dated
14 March 2003;
AND THAT the Directors of the Company be and are hereby
authorized to modify and/or amend the Scheme from time to time
proviad that such modification and/or amendment is effected in
accordance with the provisions of the Bye-Laws relating to the
modification and/or amendment and to do all such acts and to
enter into all such transactions, arrangements and agreements as
may be necessary or expedient in order to give full effect to
the Scheme;
AND THAT the Directors of the Company be and are hereby
authorized to allot and issue from time to time such number of
new SHB Shares as may be required to be issued pursuant to the
exercise of the ESOS Options under the Scheme proviad that the
aggregate number of new SHB Shares to be allotted and issued
shall not exceed ten percent (10%) (or such other percentage as
may be permitted by the relevant regulatory authorities) of the
total issued and paid-up ordinary share capital of the Company
at the time of offering the ESOS Options in accordance with the
Bye-Laws;
AND THAT such new SHB Shares to be issued upon any exercise of
the ESOS Option will, upon allotment and issue, rank pari passu
in all respects with the then existing issued and paid-up
ordinary shares of the Company save and except that the new SHB
Shares will not be entitled to any diviands, rights, allotments
and/or other distributions where the entitlement date precedes
the date of allotment of the new SHB Shares arising from the
exercise of the ESOS Options;
AND THAT the Directors of the Company be and are hereby
authorized to consent to and to adopt, if they so deem fit and
expedient, such conditions, modifications and/or variations as
may be required or imposed by the relevant authorities in
respect of the Scheme."
ORDINARY RESOLUTION NO. 5
PROPOSED ISSUE OF ESOS OPTIONS TO WONG SOO TEONG, TERRY
"THAT, subject to the passing of Ordinary Resolution 4 above and
the approvals of all relevant authorities, the Board of
Directors of the Company be and is hereby authorized at any
time, and from time to time, to offer and to grant to Wong Soo
Teong, Terry, an Executive Director of the Company, options to
subscribe for such number of new SHB Shares available under the
Scheme subject always to:
(i) not more than fifty per cent (50%) of the new SHB Shares
available under the Scheme should be allocated, in aggregate, to
the Directors and senior management of the SHB Group; and
(ii) not more than ten per cent (10%) of the new SHB Shares
available under the Scheme should be allocated to any individual
Director or eligible employee, who either singly or collectively
through his or her associates (which shall have the same meaning
as given in the Companies Act, 1965 as amended from time to time
and any re-enactment thereof), holds twenty per cent (20%) or
more in the issued and paid-up capital of the Company,
and such terms and conditions and/or any adjustments which may
be made in accordance with the provisions of the Bye-Laws".
ORDINARY RESOLUTION NO. 6
PROPOSED ISSUE OF ESOS OPTIONS TO WONG PENG YEW
"THAT, subject to the passing of Ordinary Resolution 4 above and
the approvals of all relevant authorities, the Board of
Directors of the Company be and is hereby authorized at any
time, and from time to time, to offer and to grant to Wong Peng
Yew, an Executive Director of the Company, options to subscribe
for such number of new SHB Shares available under the Scheme
subject always to:
(i) not more than fifty per cent (50%) of the new SHB Shares
available under the Scheme should be allocated, in aggregate, to
the Directors and senior management of the SHB Group; and
(ii) not more than ten per cent (10%) of the new SHB Shares
available under the Scheme should be allocated to any individual
Director or eligible employee, who either singly or collectively
through his or her associates (which shall have the same meaning
as given in the Companies Act, 1965 as amended from time to time
and any re-enactment thereof), holds twenty per cent (20%) or
more in the issued and paid-up capital of the Company,
and such terms and conditions and/or any adjustments which may
be made in accordance with the provisions of the Bye-Laws".
ORDINARY RESOLUTION NO. 7
PROPOSED ISSUE OF ESOS OPTIONS TO GOH SENG CHOON
"THAT, subject to the passing of Ordinary Resolution 4 above and
the approvals of all relevant authorities, the Board of
Directors of the Company be and is hereby authorized at any
time, and from time to time, to offer and to grant to Goh Seng
Choon, an Executive Director of the Company, options to
subscribe for such number of new SHB Shares available under the
Scheme subject always to:
(i) not more than fifty per cent (50%) of the new SHB Shares
available under the Scheme should be allocated, in aggregate, to
the Directors and senior management of the SHB Group; and
(ii) not more than ten per cent (10%) of the new SHB Shares
available under the Scheme should be allocated to any individual
Director or eligible employee, who either singly or collectively
through his or her associates (which shall have the same meaning
as given in the Companies Act, 1965 as amended from time to time
and any re-enactment thereof), holds twenty per cent (20%) or
more in the issued and paid-up capital of the Company.
and such terms and conditions and/or any adjustments which may
be made in accordance with the provisions of the Bye-Laws".
ORDINARY RESOLUTION NO. 8
PROPOSED CHANGE OF AUDITORS OF SHB
"THAT, the resignation of Messrs. Arthur Andersen & Co as
Auditors of the Company be and is hereby accepted; and in place
thereof, Messrs. Ernst & Young having consented to act, be and
are hereby appointed as Auditors of the Company to hold office
until the conclusion of the next Annual General Meeting at a
remuneration to be agreed between the Directors and the
Auditors."
TONGKAH HOLDINGS: HLG Given Three Years to Hit Bumiputera Equity
----------------------------------------------------------------
Public Merchant Bank Berhad, on behalf of the Board of Tongkah
Holdings Berhad, announced that the Foreign Investment Committee
(FIC) had via its letter dated 7 March 2003, received on 12
March 2003, approved the appeal made to FIC by PMBB on behalf of
the Board of THB, on 14 January 2003, to allow Harbour-Link
Group Berhad (HLG) (being the company which will assume the
listing status of THB pursuant to the Proposed Restructuring
Scheme) to meet the 30% Bumiputera equity interest within 3
years of the date of the listing of the shares of HLG.
The Troubled Company Reporter - Asia Pacific reported that the
Foreign Investment Committee stated on January 6, 2003 that it
does not have any objections to the Proposed Restructuring
Scheme subject to the condition that Harbour-Link Group Berhad
shall have at least 30% Bumiputera equity interest at the time
of listing.
TRANS CAPITAL: SC Grants Appeal on Contracts Details Disclosure
---------------------------------------------------------------
Reference is made to the announcement dated 27 December 2002
wherein it was announced that the Securities Commission (SC) had
via their letter dated 24 December 2003 approved the Proposed
Corporate and Debt Restructuring Scheme, involving:
- Proposed Share Exchange
- Proposed Debt Settlement Scheme
- Proposed Acquisitions of Acquiree Companies
- Proposed Restricted Issue
- Proposed Placement and Public Issue
- Proposed Transfer of Listing Status
- Proposed waiver for certain of the Vendors from undertaking
a mandatory general offer for the remaining Shares in AWC
On 23 January 2003, AmMerchant Bank Berhad had, on behalf of the
Trans Capital Holding Berhad, submitted an appeal to the SC to
waive certain conditions imposed, namely on the disclosure of
the details of all existing concessions and contracts held by
the AWC Group and the requirement for AmMerchant Bank to comment
on the reasonableness of the valuation of the Acquiree
Companies.
In this respect, on behalf of the Company, AmMerchant Bank is
pleased to announce that the SC has approved the appeal. The
approval for the non-disclosure of the details of all existing
concessions and contracts held by the AWC Group in the
explanatory statement and circular is subject to the concession
or contracts being considered as confidential.
=====================
P H I L I P P I N E S
=====================
BENPRES HOLDINGS: Directors Expedite Execute Restructuring Talks
----------------------------------------------------------------
Stockholders of Benpres Holdings Corporation on March 13
delegated to the Company's board of directors the authority "to
take all actions necessary and desirable for the (debt)
restructuring."
In a special meeting, Benpres Chairman Oscar M. Lopez said the
board of directors envisages that the final form of Benpres'
plan will require some or all of the following:
- Rescheduling
- Amendment of existing loan and credit agreements
- Taking of actions necessary for the rehabilitation of the
Corporation including the filing a petition for rehabilitation
with the courts and taking other remedies available to a debtor
and/or
- Taking any other action and matters, which may be in the best
interests and necessary for the rehabilitation and protection of
Benpres and its stakeholders.
"The Board's primary fiduciary obligation is to act in the best
interest of the Company's stakeholders. Accordingly, the Board
will only enter into a debt restructuring that not only fulfills
all Benpres' obligations to its creditors but also preserves the
interests of the various stakeholders of Benpres like the
shareholders and employees of the Group," said Lopez.
An agreement has not been reached with creditors but Lopez
expects discussions will intensify over the next few months. The
stockholders meeting proviad the Board of Benpres with the
necessary mandate, authority and flexibility to intensify
ongoing discussions with the creditors on BSMP.
Benpres began a debt restructuring process in June 2002, seeking
creditor approval for its balance sheet management plan (BSMP).
The BSMP treats all creditors pari passu or on equal basis.
Creditors have been in consensual good faith discussions cover
the Plan, except for AIG which recently filed in a New York
court seeking recovery of approximately US$45 million in respect
of its failed investment in Bayantel. The successful enforcement
on AIG's New York lawsuit in a Filipino court, while some time
away, may result in AIG getting a preference for its claim.
Angel S. Ong, Benpres chief financial officer, said, "To protect
the interest of the shareholders and creditors, Benpres will
consider all measures necessary, including filing a corporate
rehabilitation plan as a last resort to protect the principle of
treating our creditors equally and the spirit of good faith in
our consensual debt restructuring discussions with our
creditors."
An informal overall creditor's committee has appointed an
independent accountant to assist in reviewing Benpres' financial
projections. In addition, creditors will soon appoint lawyers to
assist them in negotiations over the Plan.
"These initiatives, originally recommended by Benpres, are now
being adopted by creditors and will serve to ensure that the
debt restructuring reached with creditors is equitable,
credible, supported by the majority of Benpres' creditors and
protects the interests of Benpres' shareholders, employees and
customers that it serves," said Lopez.
For a copy of the press release, go to
http://www.benpres-holdings.com/press-31303.shtml
BENPRES HOLDINGS: May Seek Court Rehab Amid Creditor Tussle
-----------------------------------------------------------
Benpres Holdings Corporation Chairman Oscar Lopez said the
Company is leaving open the option of filing a petition for
rehabilitation with the courts to protect itself from hostile
creditors, AFX Asia reports.
"We'll go to court only if necessary, if a suit (to be possibly
filed by a creditor) cripples our debt restructuring," he said.
The shareholders gave management on Tuesday the mandate to
negotiate with creditors for restructuring of debts totaling
US$554.3 million, with the Company confident of securing a
restructuring deal with creditors by the end of the year.
Benpres officials said their creditors are in "consensual good
faith" discussions except one - AIG Asian Infrastructure Fund.
AIG, whose exposure to Benpres accounts for about 8 percent of
the US$554.3 million debts, is seeking payment for convertible
shares in BayanTel which it bought in 1998, and which were
guaranteed by Benpres. The shares, worth US$44 million, matured
last January 16.
AIG has filed a motion for summary judgment with a New York
court against Benpres and unit Bayan Telecommunications in lieu
of a civil suit it filed earlier.
Benpres Chief Finance Officer Angel Ong said court protection
would be sought only after an agreement had been firmed up with
most of the creditors, describing it as a "defensive strategy."
BENPRES HOLDINGS: Ready to Sell BayanTel, MNTC
----------------------------------------------
Benpres Holdings Corporation is ready to sell BayanTel and
Manila North Tollways Corporation (MNTC) to raise more capital
for its balance sheet rebuilding, the Philippine Star said on
Friday.
Aside from the MNTC stake, Benpres Chairman Oscar Lopez said
they are "prepared to entertain any offers in BayanTel" but
added there are no proposals yet, taking into account BayanTel's
heavy debts as well as the stiff competition in the local
telecommunications sector.
Under Benpres's balance sheet management plan being worked out
with creditors, the parent Company is seeking the restructuring
of BayanTel's $210 million debt, mainly arising from the
convertible preferred shares issuance of which two investor
groups, the Asian Infrastructure Fund of the AIG Group and the
JP Morgan - Chase Manhattan, demanding for their respective
payments.
CAMP JOHN: Tiff Over Rail Project Stalls Restructuring
------------------------------------------------------
The Philippine government halted the restructuring of Camp John
Hay Development Corporation's (CJHDC) back rentals amounting to
1.1 billion pesos, due to its difficulty in negotiating with the
Company on the Metro Railway Transit 3 extension, the Manila
Standard said on Friday.
The restructuring deal on the back rent was supposed to have
been signed last March 5 between the Bases Conversion
Development Authority and Camp John Hay Development Corporation
(CJHDC).
The same people who hold a majority stake in the MRT Corporation
and Fil-Estate Group, all of which are chaired by Robert John
Sobrepe¤a, lead CJHDC. MRTC has been eyeing to extend the MRT-3
from North Avenue in Quezon City to Monumento.
PHILIPPINE LONG: NTC Orders to Reject Traffic From US Carriers
--------------------------------------------------------------
The National Telecommunications Commission (NTC) has ordered
local telecommunications companies to reject calls from United
States carriers who refuse to pay their Philippine counterparts
for services rendered, BPI Securities reports.
NTC said that one of its tasks is to enforce the national policy
"to develop and maintain a viable, efficient and reliable and
universal telecommunications infrastructure" in the country. It
added that the US FCC order is detrimental to the attainment of
this objective as it undermines the very foundation of the
viability and efficiency of the Philippine telecommunications
industry. NTC also directed local carriers affected by the order
to take all measures necessary to collect payments for services
rendered.
=================
S I N G A P O R E
=================
CHARTERED SEMICONDUCTOR: Additional Funding May Not Be Available
----------------------------------------------------------------
Chartered Semiconductor expects to incur substantial capital and
research and development expenditures in connection with our
growth plans and will require additional financing that may not
be available.
Our business and the nature of our industry require us to make
substantial capital expenditures leading to a high level of
fixed costs. The Company expects to incur significant capital
expenditures in connection with our growth plans and technology
upgrades or migrations.
For example, in 2000 and 2001, The Company incurred $964 million
and $490 million in capital expenditures, respectively. Even in
the midst of challenging economic conditions in 2002 The Company
invested approximately $420 million in capital expenditures,
primarily in equipping Fab 6 and for the purchase of equipment
for research and development use, as part of our continuing
strategy of positioning ourselves to serve market needs. The
Company expects to incur approximately $275 million in capital
expenditures in 2003, focused primarily on leading-edge
technologies. In addition, The Company expects to incur
substantial capital expenditures beyond 2003 to fully equip Fab
7. The Company also expects to incur an amount of $120 million
for 2003 for research and development.
The Company also anticipates that from time to time The Company
will expand and add equipment to increase the capacity of our
existing fabs, two of which are jointly owned with third
parties. The Company will require additional financing to
complete such equipping. The foregoing expenditures will be made
in advance of sales. Given the fixed cost nature of our
business, The Company may incur losses if our revenue does not
adequately offset the level of depreciation resulting from our
capital expenditures, as occurred in 1998, 1999 and in 2001 and
2002. Additionally, our actual expenditures may exceed our
planned expenditures for a variety of reasons, including changes
in our growth plan, our process technology, market conditions,
customer requirements, interest rates and other factors.
The Company will require additional financing to fund our future
growth plans and technology upgrades and migrations. There can
be no assurance that additional financing will be available at
all or, if available, that such financing will be obtained on
terms favorable to us or that any additional financing will not
be dilutive to our shareholders or creditors. In addition, our
controlling shareholder, Singapore Technologies Pte, guarantees
a portion of our borrowings
The Company has a high level of debt. If The Company are unable
to make interest and principal payments on our debt, it could
seriously harm our company.
The Company has now and will continue to have a significant
amount of debt. Our high level of debt and the covenants
contained in our financing documents could have important
consequences to you. For example, they could:
- Increase our vulnerability to general adverse economic and
industry conditions;
- Limit our ability to pursue our growth plan and technology
upgrades or migrations;
- Require us to seek the lender's consent prior to paying
diviands on our ordinary shares;
- Require us to dedicate a substantial portion of our cash flow
from operations to payments on our debt, thereby reducing the
availability of our cash flow to fund capital expenditures,
working capital and other general corporate purposes;
- Limit our flexibility in planning for, or reacting to, changes
in our business and the semiconductor industry; and
- Limit our ability to incur additional borrowings or raise
additional financing through equity or debt instruments.
The Company cannot assure you that The Company will be able to
make interest and principal payments on debt incurred in
connection with our growth if the averages selling prices or
demand for our semiconductor wafers are lower than expected.
For more information go to
http://www.shareholder.com/Common/Edgar/1095270/1145549-03-
278/03-00.pdf
CHARTERED SEMICONDUCTOR: Unveils Financial Condition Risk
---------------------------------------------------------
Chartered Semiconductor Manufacturing announced:
The Company has a history of losses and negative operating cash
flows and this may continue.
Since our inception in 1987, The Company has incurred
significant net losses and negative operating cash flows. This
was true even in years in which our revenues increased. For
example, in 1998, 1999 and 2001, The Company incurred net losses
of $190.0 million, $32.6 million and $384.0 million,
respectively. More recently, for the year ended December 31,
2002, The Company incurred a net loss of $417.1 million due
primarily to a reduction in revenues and under-utilization of
capacity at our fabrication facilities.
As of December 31, 2002, The Company had an accumulated deficit
of approximately $834.0 million. The Company cannot assure you
that our net losses or negative operating cash flows will not
continue or increase in the future or that The Company will
become profitable. Please see "Item 3. Key Information --
Selected Financial Data" and "Item 5. Operating and Financial
Review and Prospects" for information regarding our financial
condition.
The Company needs to continuously improve our device yields,
maintain high capacity utilization and optimize the technology
mix of our semiconductor wafer production to achieve our profit
targets.
The key factors that affect our profit margin involve our
ability to:
- Continuously improve our device yields;
- Maintain high capacity utilization; and
- Optimize the technology mix of our semiconductor wafer
production.
The term "device yields" means the actual number of usable
semiconductor devices on a semiconductor wafer in relation to
the total number of devices on the wafer. Our device yields
directly affect our ability to attract and retain customers, as
well as the price of our products. The term "capacity
utilization" means the actual number of semiconductor wafers The
Company are processing at a fabrication facility, or fab, in
relation to the total number of wafers The Company have the
capacity to process. Where The Company refer to capacity
utilization in this document, such capacity utilization includes
the utilization of our allocated capacity with Silicon
Manufacturing Partners Pte. Ltd. or SMP. Our capacity
utilization affects our operating results because a large
percentage of our operating costs are fixed. For example, from
1996 to 1998 and in 2001, a worldwide over-capacity of
semiconductor wafer supply resulted in lower utilization rates
at our fabs. More recently, in 2002, The Company experienced
under-utilization of capacity at our fabs and our average
capacity utilization in 2002 was 37 percent due to lower demand
across all of our market segments. The Company estimate that our
capacity utilization in the first quarter of 2003 will be in the
low 40s percentage range, compared to 39 percent in the fourth
quarter of 2002, as market demand remains weak and the over-
capacity in market supply continues. The weak market demand and
over-capacity have had and may continue to have a negative
effect on our Company. Other factors potentially affecting
capacity utilization rates are the complexity and mix of the
wafers produced, overall industry conditions, operating
efficiencies, the level of customer orders, mechanical failure,
disruption of operations due to expansion of operations or
relocation of equipment and fire or natural disaster.
Because the price of wafers varies significantly, the mix of
wafers produced affects revenue and profitability. The value of
a wafer is determined by the complexity of the device on the
wafer. Production of devices with higher-level functionality and
greater system-level integration requires more manufacturing
steps than the production of less complex devices and commands
higher wafer prices. However, increasing the complexity of
devices that The Company manufacture does not necessarily lead
to increased profitability because the higher wafer prices for
such devices may be offset by higher depreciation and
amortization due to an increase in capital expenditures needed
to manufacture such devices.
If The Company are unable to continuously improve our device
yields, maintain high capacity utilization or optimize the
technology mix of our wafer production, The Company may not be
able to achieve our profit targets in which case the market
price of our securities could fall.
DebtTraders reports that Chartered Semiconductor Mnfg's 2.500
percent convertible bond due in 2006 (CSM06SGN1) trades between
89 and 91. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CSM06SGN1
For more information go to
http://www.shareholder.com/Common/Edgar/1095270/1145549-03-
278/03-00.pdf
SPP LIMITED: Outcome of Arbitration Proceedings
-----------------------------------------------
On July 10, 2002, SPP Limited (SPPL) announced that its wholly
owned Hong Kong incorporated subsidiary BPL (HK) Private Limited
(BPLHK) received in full the payment of HK$14,759,217.98 from a
Hong Kong incorporated Company Chun Wo Foundations Ltd Chun Wo
pursuant to an arbitral award dated 17 May 2002 which was made
in BPLHK's favor (the Award) in an arbitration.
In the announcement, it was mentioned that Chun Wo filed an
originating motion in the Hong Kong Special Administrative
Region Court of First Instance High Court on 6 June 2002 seeking
leave to appeal against the Award (the Leave) Application. Had
the Leave Application been successful, Chun Wo would have
proceeded to an appeal hearing before the High Court seeking
orders that the Award be remitted to the arbitrator for his
reconsideration.
SPPL announced that Chun Wo's Leave Application has been
dismissed by the High Court and they were ordered by the High
Court to pay BPLHK the costs of the application. Chun Wo has now
lodged a notice of appeal in the Hong Kong Court of Appeal
against the High Court decision.
As mentioned in the announcement on 10 July 2002, the Award was
expected to have a positive impact on the SPPL Group's
consolidated net tangible assets and earnings for the financial
year ended 31 December 2002. However, SPPL was not then able to
quantify the final impact of the Award in view of the pending
Leave Application. In the light of the recent dismissal of the
Leave Application by the High Court (though Chun Wo is still
appealing) and the advice from BPLHK's legal advisors that Chun
Wo is unlikely to succeed in its appeal to the Court of Appeal,
SPPL confirms that the Award would have a positive impact on the
SPPL Group's consolidated net tangible assets and earnings for
the financial year ended 31 December 2002.
SPP Limited is a subsidiary of Tuan Sing Holdings Limited. The
Company is a diversified marketing, engineering and industrial
services group with subsidiaries involved in trading and
marketing (SPP Trading Pte Ltd), distribution (Globaltraco
International Pte Ltd), engineering and construction (BPL
Group), environmental and geotechnical (Soil & Foundation Pte
Ltd) and manufacturing (3S Engineering (Shanghai) Co Ltd)
activities throughout the Asia Pacific region.
According to Wright Investor's Service, at the end of 2000, SPP
Limited had negative working capital, as current liabilities
were S$60.34 million while total current assets were only
S$47.74 million.
===============
T H A I L A N D
===============
MEC FAREAST: Reorganization Petition Filed in Bankruptcy Court
--------------------------------------------------------------
The Petition for Business Reorganization of MEC Fareast
International Public Company Limited (DEBTOR), engaged in buy &
Sell and Rental of Heavy Machine for General Building, was filed
to the Central Bankruptcy Court:
Black Case Number 620/2544
Red Case Number 713/2544
Petitioner : Mrs. Sermpich Jarusatirakul
Planner: MEC INTERNATIONAL PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor : 2,588,528,152.94Baht
Date of Court Acceptance of the Petition : July 4, 2001
Date of Examining the Petition: July 30, 2001 at 9.00 AM; the
objection may be filed with the Central Bankruptcy Court not
less than three days prior to the trial date
Court Order for Business Reorganization and Appointment of
Planner : August 29, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: September 7, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : October 2,
2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: January 2, 2002
Planner postponed the Date to submit the Business Reorganization
Plan to Official Receiver #1st : February 2, 2002
Planner postponed the Date to submit the Business Reorganization
Plan to Official Receiver #2nd : March 2, 2002
Appointment date for the Meeting of Creditors to consider the
Reorganization Plan : April 18, 2002 at 9.30 am. Convention Room
1104, 11th Floor, Bangkok Insurance Building, South Sathorn Road
The Meeting of Creditors had a resolution Not accepting the
reorganization plan
Court had issued an Order Cancelled the Order for Business
Reorganization on May 8, 2002
Contact : Mr. Chanin Tel, 6792525 ext. 121
NATURAL PARK: Requests 2002 F/S Submission Extension
----------------------------------------------------
Natural Park Public Company Limited, an affected listed company,
is required to submit the 2002 financial statements to the
Office of the Securities and Exchange Commission on or before 3
March 2003 but the Company so far has not sent the said
financial statements.
The Company's Board of Directors is strongly determined to
comply with the regulations and notifications of the Office of
the Securities and Exchange Commission and to protect the right
and benefits of the shareholders to the best of the Company's
efforts, including to maintain the status as a listed company in
the Stock Exchange of Thailand. However, since the Central
Bankruptcy Court has issued an order terminating the Business
Rehabilitation of the Company on 13 February 2003, the authority
for managing the businesses of the Company is then handed over
to the Board of Directors. Presently, the Plan Administrator is
under the process of delivering of all businesses to the Board,
which the Board needs certain time to examine the accuracy of
all information and events, including the information and events
occurred after the date specified in the financial statements,
which may also affect the financial statements.
In this view, the Company requested for an extension period for
the submission of the financial statements of the fiscal year
2002. As soon as the Company completes the examination of the
accuracy, the Company shall then immediately submit the
financial statements.
PICNIC GAS: Discloses New Telephone, Fax Numbers
------------------------------------------------
Ultimate Key Company Limited, the Plan Administer of Picnic Gas
and Chemicals Public Company Limited, informed that the
Company's telephone and fax numbers have been changed to (Tel) 0
2730 8200 and (Fax) 0 2730 8162. The new numbers have been
effective since March 10, 2003.
Last month, the Troubled Company Reporter - Asia Pacific
reported that the Company incurred a net profit of Bt637.90
million for the twelve months period ended December 31, 2002. It
also reported that the Company's Rehabilitation Plan resulted to
a Bt764.64 million gain.
ROBINSON DEPARTMENT: Tranche 3 CRC Option Share Scheme Details
--------------------------------------------------------------
Reference is made to the Reorganization Plan (the Plan) of
Robinson Department Store Public Company Limited in relation to
the CRC Option shares scheme and our letter to the Stock
Exchange of Thailand (SET) dated 24 February 2003 informing the
pricing period of tranche 1 and 2 of CRC Option shares.
The Company informed that it has met the EBITDA target
requirement for CRC to be eligible to exercise the tranche 3 of
CRC Option shares according to the Plan. The details are shown
in the table below:
Year Tranche No. of EBITDA Target Actual EBITDA % Discount
Option (Million THB) (Million THB) from Market
Shares Price
2002 3 7% 792.9 868.3 30%
Also the Company has submitted its financial statements for
fiscal year 2002 to SET on 28 February 2003. Therefore the
pricing period for the tranche 3 of CRC Option shares will be
the period from 28 February 2003 to 11 April 2003 being 30
trading days commencing on the day the Company announces its
audited annual financial results for the fiscal year 2002
to SET.
Within the next business following the expiry of pricing period
CRC shall have to inform its intention whether to exercise the
option or not and further actions are to be taken accordingly.
The result of such will then be reported accordingly.
Once again, please note according to the condition set forth in
the plan, both CRC and the Unsecured Financial Creditors are
prohibited from trading, either directly or indirectly, in the
Company's shares during the Pricing Period.
TPI POLENE: Memorandum of Association Amended
---------------------------------------------
As TPI Polene Public Company Limited (TPIPL) is under the
Proceedings for Reorganizing Business implemented pursuant to
chapter 3/1 concerning the Proceedings for Reorganizing Business
of the debtors under the Bankruptcy Act B.E. 2483 (as amended)
B.E. 1998 and B.E. 1999, on February 9, 2001, the Central
Bankruptcy Court issued an order approving the Plan of TPIPL and
TPI Concrete and the Court appointed each company, respectively,
as its own Plan Administrator throughout the Debt Restructuring
period.
According to the Proceedings for Reorganizing Business above,
TPIPL needs to amend the Memorandum of Association in respect of
the registered capital by increasing "the registered share
capital of Baht 5,307,000,000.00" to "Baht 24,815,000,000.00"
and to amend article 10 and 56 of the Article of Association
regarding the issue of security holding limit and the principles
and procedures to be complied with, as required by the Stock
Exchange of Thailand, as per details as follows:
Article 10. Ordinary shares in the Company can be freely
transferable without any restrictions. However, non-Thai persons
are entitled to hold ordinary shares in the Company of not more
than 24% of the total issued shares of the Company.
Non-Thai persons may acquire newly issued ordinary shares in
excess of the limited percentage set out in the first paragraph
of this Clause by the exercise of the rights as existing
shareholders to subscribe for newly issued ordinary shares
and/or by the conversion of the debts into equity by the non-
Thai persons being creditors of the Company pursuant the
Business Reorganization Plan in respect of accrued interest
(after application of the proceeds received from subscription of
new shares by existing shareholders for payments for accrued
interest, credit insurance premium and guarantee fees) and/or by
subscription for new shares to be issued an offered through
Private Placement and/or Public Offering as set out in the
Business Reorganization Plan.
Total shareholding by the non-Thai persons combining those
acquired under this paragraph together with ordinary shares held
by non- Thai persons shall not exceed 49% of the then total
issued share capital of the Company.
Following the offering of new shares to existing shareholders,
the conversion of debts into equity and the offering of new
shares to Private Placement and/or Public Offering pursuant to
the second paragraph of this clause, the transfers of shares to
non-Thai persons are allowed proviad that ordinary shares to be
held by the non-Thai persons in the aggregate shall not exceed
49% of the then total issued shares of the Company. This
restriction on the transfers of ordinary shares of non-Thai
persons shall apply to the transfers of ordinary shares by the
non-Thai persons at any times until those ordinary shares are
transferred to Thai persons.
Article 56. In case that the Company or its subsidiaries agrees
to enter into a connected transaction or an acquisition or
disposal of significant assets of the Company or its
subsidiaries in accordance with the definitions set out in the
notifications of the Stock Exchange of Thailand applicable to a
connected transaction or an acquisition of disposal of
significant assets as the case may be, the Company shall comply
with principles and procedures specified on that matter.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***