/raid1/www/Hosts/bankrupt/TCRAP_Public/030331.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 31 2003, Vol. 6, No. 63
Headlines
* A U S T R A L I A *
AMP LIMITED: Transfers UK Banking Portfolio
ERG LIMITED: Noteholders OK $250M Debt to Equity Conversion
ERG LIMITED: Releases Chairman's Address to Shareholders
MAYNE GROUP: Sale of Soap Business to Symex Completed
NEWCREST MINING: Finalizes $575M Telfer Loan Funding
QLS SUPERANNUATION: Former Director Banned for Four Years
TOWER LIMITED: Discloses AGM Results
UECOMM LIMITED: Posts 2002 Top 20 Shareholders
VOICENET (AUST): Releases February Cashflow Report
* C H I N A & H O N G K O N G *
401 HOLDINGS: Requests Trading Suspension
APPLIED (CHINA): 2002 Net Loss Swells to HK$95.078M
CENTRAL NORTH: Banks Seek Financing Docs Clarification
CIL HOLDINGS: Final Audited Results Publication Further Delayed
DONG FANG: Parallel Trading Commences Tuesday
JARDINE STRATEGIC: S&P Affirms 'BBB+' Rating; Outlook Negative
QUALITY HEALTHCARE: MeesPierson Firmly Rejects Conditional Offer
SHANG HUA: Trims 2002 Operations Loss to HK$1.762M
* I N D O N E S I A *
ASTRA AGRO: Super CPO Auction Up by 17.5%
INDOFOOD SUKSES: Moody's Revises 'B1' Rating Outlook to Negative
* IBRA Receives Bids From PPAK III Investors
* J A P A N *
CHIYOSEI KOSAN: Golf Course Enters Rehabilitation Proceedings
HANKYU CORPORATION: JCR Downgrades Rating to BBB+/BBB/J-2/
JAPAN AIRLINES: Moody's Reviews Rating for Possible Downgrade
NEC CORPORATION: Establishes TFT LCD JV in China
NEC CORPORATION: New President Faces Turnaround Challenge
TOKYO ELECTRIC: Warns of Serious Power Shortage in Summer
* K O R E A *
CHOHUNG BANK: Sees FY03 W500B Net Profit
HYUNDAI GROUP: Prudential to Acquire Two Units
KOREA ELECTRIC: Unit Auction Hit by Bid Withdrawals
KOREA THRUNET: Undertakes Court Receivership Steps
* M A L A Y S I A *
ABRAR CORPORATION: Proposed Offer for Sale Modification
BUKIT KATIL: Releases Feb Oil Palm Production Figures
EKRAN BERHAD: Provides Defaulted Credit Facilities Status Update
EPE POWER: Proposed Shareholders' Mandate Additional, Renewal
GENERAL LUMBER: FIC Extends Time for MIB to Up Bumiputera Equity
MALAYSIAN AIRLINE: Inks Sale, Leaseback Agreement With AGN
MYCOM BERHAD: SC OKs Proposed Variations, Proposed Extension
PAN MALAYSIA: SC Grants Proposed Revision Approval
RENONG BERHAD: Unit Prolink Reaches Settlement Agreement W/ PLB
SILVERSTONE CORPORATION: Consolidated Shares Trading Resumes
TAT SANG: Updates Defaulted Banking Facilities Status
TRANS CAPITAL: BNM Conditionally Approves Proposes Acquisition
UNIPHOENIX CORP.: Appoints Nomination, Remuneration Committees
UNIPHOENIX CORPORATION: Elects Chan Seng Chow as Director
UNITED ENGINEERS: Enters Proposed Restructuring Agreement
* P H I L I P P I N E S *
BALABAC RESOURCES: Saturn May Acquire 25% Stake
MANILA ELECTRIC: S&P Cuts Rating to 'B-'; Outlook Negative
NATIONAL POWER: Meralco Demands P8.314B Payment
NEGROS NAVIGATION: Seeking Strategic Partner
PHILIPPINE LONG: SC Upholds Tax Ruling
QUEZON POWER: S&P Lowers Rating to 'B'; Outlook Negative
* S I N G A P O R E *
EXCEL MACHINE: Issues Update on Judicial Management Order
ICO INVESTMENT: Enters Voluntary Liquidation
PAN-UNITED CORP.: Unit Enters Voluntary Liquidation
PRESSCRETE HOLDINGS: Changes Composition of Audit Committee
* T H A I L A N D *
ABICO HOLDINGS: Resolves Non-Distribution of Dividend
NATURAL PARK: Omits Dividend Payment, April 28 AGM Set
SIAM AGRO: Releases Revised SGM Agenda
THAIBENGUN COMPANY: Business Reorganization Petition Filed
=================
A U S T R A L I A
=================
AMP LIMITED: Transfers UK Banking Portfolio
-------------------------------------------
AMP Limited on Friday entered into an agreement to transfer its
UK Banking portfolio to Newcastle Building Society, in the
latest step to significantly restructure the operations of AMP
Banking.
The UK Bank's mortgage portfolio of around A$950 million (GBP360
million), deposit portfolio of around A$160 million (GBP60
million) and loans on policy totaling around A$30 million (GBP12
million) will be transferred to Newcastle Building Society.
The transaction will result in a small net premium to book value
after transfer costs.
Subject to regulatory approval and contractual obligations, the
transfer is expected to complete within three months. The final
purchase price is dependent on account balances at the date of
completion.
The transfer is one of a series of transactions to restructure
AMP Banking, as announced on 14 November 2002. It follows the
sale of the Australian and New Zealand credit card portfolio to
American Express, announced on 23 December 2002. The goal of the
restructuring programmed is to release around A$500 million
(GBP190 million) in capital by the end of 2003.
ERG LIMITED: Noteholders OK $250M Debt to Equity Conversion
-----------------------------------------------------------
Holders of ERG Limited listed convertible notes agreed on Friday
to convert their notes into ordinary shares at a conversion
price of 15 cents.
The conversion, if subsequently approved by shareholders at a
meeting to be held on 30 April 2003, will eliminate $250 million
in liabilities from the Company's balance sheet and extinguish
the associated $18.75 million annual interest payments to
noteholders. The notes, which mature on 1 October 2005, have a
face value of $13.50 and are currently convertible at the option
of noteholders for three ordinary shares each.
Noteholders also approved the satisfaction of the $9.375 million
interest payment due to listed noteholders on 1 April 2003 by
the issue of ordinary shares at 15 cents per share. This
conversion does not require shareholder approval, although
shareholders will be asked to ratify the share issue at their
meeting.
The conversions are a critical part of restructuring ERGs
balance sheet to support its growing success in winning large-
scale urban transit ticketing technology contracts. Such
contracts, while lucrative, require significant capital strength
to finance long tender periods and large performance bonds to be
placed with transit authorities. ERGs current debt to equity
ratio, with the listed notes, means its ability to contest major
tenders would be heavily constrained should the conversion not
proceed.
According to ERG Chairman Mr Sandy Murdoch, "The Company is
making good progress in strengthening its financial position and
this was reflected in the noteholders strong support for the
capital restructure.
"By bringing forward the conversion of the notes we are
eliminating this future $250 million liability and the almost
$19 million in annual interest payments attaching to them. We
hope that shareholders will also see both the value and the
imperative of the restructure and the significant benefits
bolstering the balance sheet will have on the Companies future
and on potential returns to investors.
"Following our recent wins in Sydney, Seattle and Washington DC
it would be bitterly disappointing to see us miss out on winning
further large scale contracts, for which we have the best
technology, due to a balance sheet that cannot support the size
of projects we will be bidding for.
"In addition, the conversion of the more than $9 million April
interest payment into equity has an immediate positive impact on
the Company's cash position and reflects the clear commitment of
noteholders to the Companies future.
"These initiatives combined with the sale of Proton World
finalized this week, which alone returns a net $60 million to
the Company upon settlement, will see the cash position of the
Company improve dramatically. In addition, the Proton World sale
and conversion of listed notes, once finalized, will remove a
combined $34 million in expenses moving forward through the
elimination of amortization and interest charges.
"ERG shareholders can expect to receive the Notice of Meeting
for the April meeting along with an Explanatory Memorandum and
an Independent Experts report in the week commencing 31 March
2003."
BACKGROUND INFORMATION
ERG GROUP
The ERG Group is a world leader in the development and supply of
integrated fare management and software systems for the transit
industry, and for its smart card systems and services. ERG has
15 offices across 11 countries and employs approximately 900
people. ERG's customer list includes automated fare collection
projects in more than 200 cities, including Brussels, Hong Kong,
Melbourne, Rome, San Francisco, Singapore, Sydney and Toronto.
Throughout the world, the ERG Group has systems supporting more
than 15 million smart cards in circulation. ERG is an
Australian-based company, listed on the Australian Stock
Exchange.
The following information is provided to Australian Stock
Exchange Limited in relation to resolutions passed by
convertible noteholders at a meeting held on 28 March 2003.
RESO- DES- THE PROXY THE PROXY THE PROXY THE LUTION PROXY
LU- CRIP- IS TO VOTE IS TO VOTE IS TO MAY VOTE
TION TION FOR THE AGAINST ABSTAIN AT THE
# RESOLUTION THE ON THE PROXYS
RESOLUTION RESOLUTION DISCRETION
1 Approval of amendments
to the Trust Deed 13,883,969 79,001 11,590 331,072
2 Approval of April
Interest Capitalization
provision 12,590,931 1,387,437 8,222 319,042
3 Approval of Listed
Note Conversion
provision 13,488,285 480,933 17,372 319,042
4 Approval of Future
Interest Capitalization
provision 13,526,141 453,227 7,222 319,042
ERG LIMITED: Releases Chairman's Address to Shareholders
--------------------------------------------------------
ERG Limited released the address of Chairman A S Murdoch to the
Shareholders at the Meeting of Convertible Noteholders held on
March 28, 2003:
"Ladies and gentlemen, in my capacity as Chairman, I welcome you
all to this meeting of Listed Convertible Noteholders. As there
is a quorum present I now declare the meeting open.
"Before we proceed to the formal business I would like to
highlight briefly the importance of your support for the
resolutions being considered today to the future success of ERG
and consequently, to returns to you as investors.
"Over the past months the Board has, with the assistance of
global investment bank Babcock & Brown, been assessing a wide
range of options for the Company to address the significant
financial constraints created by ERG's debt dominated balance
sheet.
"In recent months you have seen ERG begin to clear away the
delays which have held us back from revenue growth with trophy
contracts like Sydney, Seattle and Washington DC. ERG has begun
to pile on the runs in terms of new contract wins around the
globe and we have convincingly won the debate about who has the
best automated ticketing technology in the world.
"A critical piece of the jigsaw that remains to be put in place
to secure a reliable growth path for this Company is to
transform our balance sheet so that it can properly underpin our
operations. This depends on your decision today and subsequently
all of our shareholders at the general meeting on 30 April 2003.
"The key elements of the recapitalization proposal, which were
outlined at the Company's Annual General Meeting last November,
are:
* conversion of the $250 million in listed convertible notes
into equity at 15 cents per share;
* April Noteholder interest capitalization;
* the restructure of some of ERG's other existing debt
obligations;
* possible renounceable rights issue of up to $50 million of
preference shares with free attaching Listed Options; and
* ten for one share consolidation.
"The resolutions being considered today are part of this plan to
build a solid capital base for the Company upon which it can
exploit its technological advantage.
"If noteholders and shareholders approve the resolutions:
* the interest payment of over $9 million due to noteholders
on 1 April this year will be made by the issue of ERG shares;
* the conversion of $250 million in listed noteholder debt
will be converted to equity at a conversion rate of 15 cents per
share compared with $4.50 per share under the current terms of
conversion; or, if this resolution is unsuccessful;
* the satisfaction of all future interest payments to
noteholders will be made through the issue of ERG shares.
"Each of these resolutions represents vital elements in the
recapitalization process. These proposals, I believe, represent
the best, fairest and most balanced outcome for noteholders and
shareholders alike.
"Certainly, Ernst and Young Corporate Finance, the Independent
Experts engaged by the Board, have concluded it is in the best
interests of noteholders that the resolutions before today's
meeting be fully supported.
"The Directors further believe that the steps being undertaken
to strengthen the Company's financial position, including the
conversion of the notes, are in the best interest of all ERG
stakeholders.
"Despite the uncertainty and volatility that has characterized
global markets over recent weeks, on any analysis, the pricing
and conversion ratios for the conversion of your notes represent
a significant premium. In addition, they offer the opportunity
for you to share in any up side in the value of ERG shares above
15 cents, rather than the $4.50 threshold that noteholders
currently face.
"Importantly, the Board and the Independent Expert both agree
there are clear, compelling imperatives for supporting the
resolutions today.
"ERG's technology is proven and operating successfully
worldwide. Increasingly, ERG is seen in the market as the global
leader with the unique capability of integrating its systems for
use by multiple transit operators. With a significant
technological lead on its competitors, ERG has excellent
immediate prospects to secure further automated fare collection
tenders and so build on the projects delivering long-term
annuity like revenues.
"However, there are currently significant barriers to continued
growth which the recapitalization proposal hopes to remove.
"The Company's balance sheet is overwhelmed by the convertible
note liability. Its cash flow and profitability are severely
impacted by high levels of interest charges relating to the
notes. The recapitalization proposal will eliminate $250 million
in liabilities from the balance sheet and extinguish $18.75
million of annual interest burden. It will create a balance
sheet with a dramatically improved net asset position and we
expect this to lead to tangible commercial benefits for the
Group.
"The pro forma balance sheet demonstrates the dramatic impact
the recapitalization proposal would have had on the ERG balance
sheet had it occurred in full as at 31 December 2002.
"This recapitalization is critical at a time when ERG's
customers continue to demand large, fully cash backed
performance bonds despite the dramatic changes to the
international insurance markets where these bonds were
traditionally sourced. Clearly, a much stronger balance sheet
than now exists will be required to source bonds through
alternative means.
"It is in this context the Directors are strongly recommending
that the meeting support the resolutions to convert the listed
notes to equity and to capitalize the $9 million April interest
payment.
"What is being put before you today is one part of an integrated
plan of action undertaken by the Board and management to improve
the Company's position and provide a solid financial foundation
for future growth. Apart from the recapitalization proposal we
have put to you today:
1 We are reducing costs without sacrificing our R&D and
service edge. Operating savings so far are in the vicinity of
$30 million pa.
2 We are focusing on core strengths by exiting non-core
assets and redeploying cash to core activities. As you know we
have sold Ecard and as we announced earlier this week, we have
sold our interest in Proton World while retaining global access
to key Proton technologies for 20 years. Combined, these sales
will allow us to redeploy $65 million to core operations.
3 We are clearly securing market leadership with what I think
is already an impressive win rate and portfolio of high profile
transport system contracts in Asia, Australia, Europe and the
United States.
"The current projects we have been awarded alone, are expected
to contribute an average of $230 million per year in revenue for
the next five years. And these are mostly projects that run for
up to ten years or more, and so will continue to contribute
operating and maintenance revenue once the systems are
installed.
"Operationally, your Directors are satisfied that the Company is
well placed following the tumultuous crash and re-evaluation of
the technology sector. There is every reason to believe ERG has
the products, the expertise and a clear growth path.
"However, and despite the disappointments of recent years, it
needs your backing for the recapitalization proposal to get
there. The recapitalization is critical to completing ERG's
return to reliable and sustainable earnings.
"Your Directors, as well as the Independent Expert, have
concluded that voting in favor of the resolutions to be
considered by this meeting are in the best interests of
noteholders.
"We have made every effort to ensure the recapitalization meets
the needs of shareholders and noteholders, as well as the
commercial needs of the Group.
"It is important to note that the two largest noteholders,
representing 46.5% of the notes on issue, have indicated they
fully support the recapitalization proposal and the conversion
of the notes. We have received proxies representing
approximately 77% of the notes on issue, and they have strongly
supported all resolutions."
MAYNE GROUP: Sale of Soap Business to Symex Completed
-----------------------------------------------------
Mayne Group Limited advises it has completed the sale of its
soap business to Symex Holdings Limited.
Symex Holdings Ltd signed on December 19, 2002 an unconditional
contract with Mayne Group Ltd to acquire its Pental soap
business (Pental) for $21 million. The acquisition will be
funded under existing debt facilities available to Symex.
Mid this month, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services lowered its
ratings on Australian private health company Mayne Group Ltd. to
'BBB-/A-3' from 'BBB/A-2'. The rating outlook is negative. This
rating action reflects Mayne's continued weak performance in the
six months to Dec. 31, 2002, and limited prospects for a
significant improvement in the short term.
NEWCREST MINING: Finalizes $575M Telfer Loan Funding
----------------------------------------------------
Newcrest Mining Limited finalized on Friday its loan funding for
the Telfer gold mine development with the signing of a $575M
syndicated loan note facility with the four major Australian and
two international banks.
The completion of this corporate loan facility follows a
detailed due diligence process by all participating banks,
including provision of an independent technical review and
report by Behre Dolbear Australia.
The loan facility is scheduled to be fully repaid by June 2009
with the first repayment in December 2005 coinciding with the
expected completion and commissioning of the Telfer underground
operation.
With the debt and equity components of the Stage 1 Telfer
funding now completed the table below summarizes the funding
sources. The finance leases are at an advanced stage of
negotiation.
FUNDING SOURCE $M
Debt 575
Finance leases 150
Equity (2002 Issue) 250
With the recent strength of the Australian dollar, the cost of
US dollar denominated Telfer capital items has been fixed at 60
cents resulting in a lower debt funding requirement than
previously anticipated.
The Stage 2 underground development will be funded from internal
cashflows.
In addition to the funding package the Company has also put in
place part of the planned gold hedging program to ensure the
ability of the Company to repay the Telfer debt.
This hedging covers 1Moz of production at an average price of
$575/oz on a spot deferred basis. These hedges will be converted
to a combination of forwards and put options over the next few
months.
HEDGE RESTRUCTURE
In order to provide certainty of income from existing production
prior to the commencement of the Telfer project the gold hedge
book has been restructured for the period of March 2003 to June
2004 to achieve an average gold price of $601/oz.
The following table outlines the minimum quarterly gold price
outcomes incorporating the Company's gold loan repayments which
are settled in the March and September quarters.
QUARTER ENDING ACHIEVED GOLD PRICE (A$/oz)
Mar-03 571
Jun-03 613
Sep-03 580
Dec-03 613
Mar-04 595
Jun-04 636
Average 601
The finalization of this loan facility and the associated
hedging restructure is a milestone for Newcrest Mining Limited
and a strong endorsement of the Telfer project which will allow
development of Telfer Stage 1 to proceed with an October 2004
completion target.
CONTACT INFORMATION: Peter Reeve
GENERAL MANAGER, CORPORATE AFFAIRS
Telephone: (61 3) 9522 5339
Facsimile: (61 3) 9510 3416
Email: reevep@newcrest.com.au
PASMINCO LIMITED: Court Grants Injunction to Restrain Resolution
----------------------------------------------------------------
Aquila Resources Limited advises that the Federal Court granted
Aquila an injunction to restrain the Administrators of the
Pasminco Group from putting forward, at a meeting to be held in
Melbourne on Thursday, a resolution to creditors of Savage
Resources Limited and Savage EHM Finance Pty Ltd, two companies
within the Pasminco Group against whom Aquila has a claim for
damages arising out of its proposed acquisition in January 2001
of the Pasminco Group's 49% interest in the Ernest Henry mine in
North Queensland.
The resolution sought to vary the Deeds of Company Arrangement
applicable to the Savage companies to permit those companies to
enter into a Deed of Cross Assumption of Claims which would make
the companies liable for the debts of other companies in
the Pasminco Group.
Aquila has commenced proceedings in the Federal Court
challenging the validity of the Deeds of Company Arrangement
applicable to the Savage companies. Aquila has taken this action
to protect its position with respect to its underlying claim
against Pasminco Limited and the Savage companies and because
Aquila believes there was no legal basis for placing the Savage
companies (as distinct from the remainder of the Pasminco Group)
into voluntary administration in September 2001.
Aquila will be proceeding with its substantive claim against
Pasminco Limited and the Savage companies, as well as its
application to set aside the Deeds of Company Arrangement
entered into by the Savage companies.
QLS SUPERANNUATION: Former Director Banned for Four Years
---------------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC) noted Thursday the decision of the
Federal Court of Australia in Brisbane, against Mr Gerald
Leonard Parker, a former director of QLS Superannuation Pty Ltd
(QLSS), the trustee of the Law Employees Superannuation Fund
(the Fund).
Mr. Knott said:
"The Federal Court has found that Mr Parker failed to exercise
the requisite degree of care and diligence in approving a loan
which ASIC believes caused the Fund to suffer losses of more
than $1 million.
"The court has banned Mr Parker from managing a corporation for
four years due to his failure to act honestly, and his improper
use of his position as a director of QLSS.
"This is an important reminder that directors of corporate
trustees of superannuation funds have duties of care under the
Corporations Act and are subject to ASIC regulation in that
respect.
"Today's result finalizes proceedings which had already resulted
in ASIC receiving $1 million compensation from the insurers of
the trustee. Taken together, we regard these as very positive
outcomes."
BACKGROUND
QLSS (now known as LESF Pty Ltd) was the trustee of the Law
Employees Superannuation Fund (the Fund) at the time when the
four former QLSS directors approved a loan to a Gold Coast
childcare center.
The loan of $2.5 million was made by QLSS to the operator of a
Gold Coast childcare business in July 1997. At that time it
comprised approximately 14 per cent of the total funds of the
Fund. In November 1999 QLSS appointed a receiver and manager
over the childcare center, which was later sold for $1.8
million.
The loan later went into default and the Fund suffered losses as
a result.
On 22 November 2001 ASIC commenced proceedings in the Federal
Court of Australia against Mr Parker and three other former
directors of QLSS, Ms Mercedes Barrie, Mr Brendan Matthew
Frankcombe and Dr Anthony Ashton Tarr.
ASIC alleged that the four former directors had failed to
exercise the requisite degree of care and diligence in approving
the loan. ASIC sought declarations and other relief including
compensation orders against the former directors who authorized
the loan, and other orders against Mr Parker.
In February 2002, Dr Tarr, Mr Frankcombe and Ms Barrie made an
unsuccessful application to the Court to have the ASIC claims
against them dismissed.
On 16 July 2002, ASIC secured $1 million compensation, inclusive
of costs, in the part settlement of the civil penalty
proceedings. On receipt of the $1 million compensation from the
insurer for the four former directors, who neither accepted nor
denied liability, ASIC discontinued its proceedings seeking
compensation from them.
Mr Frankcombe and Ms Barrie resigned as directors of QLSS,
effective 30 June 2002. Mr Parker resigned in December 1998 and
Dr Tarr resigned in March 1999.
On February 5, the Troubled Company Reporter - Asia Pacific
reported that the Company booked A$74.9 million loss for the
year to September 2002. It has undergone a number of one-off
costs including restructuring, IT write-downs, redundancy costs
and the re-evaluation of Bridges, which along with weak
international investments markets, contributed to the 2002 loss.
TOWER LIMITED: Discloses AGM Results
------------------------------------
In accordance with the ASX Listing Rules, TOWER Limited
disclosed the outcome of its Annual General Meeting held
Thursday, in respect of each resolution, as follows:
MOTION OUTCOME
That the Board investigates the feasibility
of the company being converted to a
co-operative company under the New
Zealand Co-operative Companies Act 1996. Not Passed
That the company's constitution be Not Passed
altered with effect from the day
after this meeting, by deleting
Regulation 5.30 and substituting the
following:
"5.30 this Regulation 5 shall remain in
force commencing on the date that the
ordinary shares of the company are first
officially quoted by the NZSE".
To elect Mr Donald James Baskerville
as director. Not Passed
To elect Mr Anthony Ian Gibbs as director. Passed
To elect Mr Hutton David Peacock as director. Not Passed
To elect Mr Gary Hilton Weiss as director. Passed
That PricewaterhouseCoopers be appointed to
replace Deloitte Touche Tohmatsu as auditor
of the company to audit the Company and Group
financial statements for the financial year
ending 30 September 2003, and to authorize
the directors to fix the auditors remuneration. Passed
To delete Regulation 11.1(a) of the company's
constitution and replace it with the following
"(a) - the minimum number of directors (other than
alternate directors) is six. The maximum number
of directors (other than alternate directors)
is nine. At least two directors must be ordinarily
resident in New Zealand. The shareholders may
increase the maximum number of directors by an
ordinary resolution. Subject to these Passed
limitations the number of directors to hold
office may be fixed from time to time by the
board."
To amend the Company's Constitution with effect
from the day after the annual meeting, in the
manner detailed in Item 8 in the Notice of
Meeting. The general nature of the amendments is
to:
* comply with conditions of the Australian
Stock Exchange's approval to TOWER's
conversion to a full ASX listing;
* update the Constitution in line with the
enactment of the Takeovers Code and changes
to the New Zealand Stock Exchange's Listing
Rules and New Zealand Companies Act 1993;
* remove typographical errors. Passed
UECOMM LIMITED: Posts 2002 Top 20 Shareholders
----------------------------------------------
Uecomm Limited posted its top 20 shareholders for the year 2002:
DISTRIBUTION OF SHAREHOLDERS AND SHAREHOLDINGS AS AT 28/02/2003
SHAREHOLDERS SHARES
RANGE OF HOLDINGS NUMBER % NUMBER %
1 - 1,000* 2,872 17.61 2,798,568 0.55
1,001 - 5,000* 8,979 55.07 22,936,705 4.53
5,001 - 10,000 1,961 12.03 16,363,006 .23
10,001 - 100,000 2,304 14.13 68,586,775 13.55
100,001 and over 189 1.16 395,504,046 78.13
TOTAL 16,305 100.00 506,189,100 100.00
* Includes a total of 10,065 shareholders holding less than the
marketable parcel of 3,572 shares
TOP TWENTY SHAREHOLDERS AS AT 28/02/2003
NAME NUMBER %
United Energy Ltd 335,000,000 66.18
John Steven Lundgren 4,000,000 0.79
Mount Beauty Properties Pty Ltd 2,200,000 0.43
Gordon Terrace Pty Ltd (Jenkins Super Fund A/C) 2,000,000 0.40
UEC Share Plans Custodian Pty Ltd (Share Acquis 1,699,000 0.34
Loan Plan A/C)
Leonard Peter Shore 1,400,000 0.28
UEC Share Plans Custodian Pty Ltd (Ex Employee1,323,200 0.26
SALP Holding A/C)
Fairclough Investment Ltd 1,250,000 0.25
KKW Nominees Pty Ltd 1,050,000 0.21
KKW Nominees Pty Ltd 1,050,000 0.21
Ronald John Hendel 1,030,000 0.20
Commonwealth Custodial Services Ltd 887,400 0.18
J P Morgan Nominees Australia 850,000 0.17
Andrew Roy Newbery Sisson 811,000 0.16
Grady Enterprises Pty Ltd (Grady Family No 1 A/C) 810,000 0.16
Adrian Keith Probert 763,500 0.15
Tower Trust Ltd 755,060 0.15
Total Peripherals Pty Ltd (Super Fund A/C) 750,000 0.15
Alexander Llievski 700,000 0.14
Damien Edward Brady & Wendy Joy Brady 633,333 0.13
TOTAL 358,962,493 70.94
At the end of 2002, Uecomm Limited had negative working capital,
as current liabilities were A$17.50 million while total current
assets were only A$13.88 million, Wrights Investors' Service
reported.
VOICENET (AUST): Releases February Cashflow Report
--------------------------------------------------
Voicenet (Aust) Limited posted below its consolidated cashflow
report for the month ended 28 February 2003.
The receipt from borrowings of $1,250,000, which had been
expected to occur in February 2003, is now expected to occur in
March 2003.
2002-2003 MONTHLY CONSOLIDATED CASHFLOWS
VOICENET (AUST) LTD AND CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD 01/02/2003 -
28/02/2003
CURRENT YEAR TO
MONTH DATE
(1 MONTH)
$A'000 $A'000
CASH FLOWS RELATED TO OPERATING ACTIVITIES
1.1 Receipts from customers - -
1.2 Payments for
(a) staff costs (11) (15)
(b) advertising and marketing - -
(c) research and development - -
(d) leased assets - -
(e) other working capital (71) (137)
1.3 Dividends received - -
1.4 Interest and other items of a
similar nature received 1 1
1.5 Interest and other costs of
finance paid - -
1.6 Income taxes paid - -
1.7 Other (provide details if material) - -
NET OPERATING CASH FLOWS (81) (151)
1.8 Net operating cash flows (carried forward) (81) (151)
CASH FLOWS RELATED TO INVESTING ACTIVITIES
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.1 Proceeds from disposal of:
(a) businesses (item 5) - -
(b) equity investments - 437
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.11 Loans to other entities (25) (355)
1.12 Loans repaid by other entities - -
1.13 Other - Loss of cash holdings on loss
of control of subsidiaries (42) (42)
NET INVESTING CASH FLOWS (67) 40
1.14 TOTAL OPERATING AND INVESTING CASH FLOWS (148) (111)
CASH FLOWS RELATED TO FINANCING ACTIVITIES
1.15 Proceeds from issue of shares, options, etc - 340
1.16 Proceeds from sale of forfeited shares - -
1.17 Proceeds from borrowings - -
1.18 Repayment of borrowings - -
1.19 Dividends paid - -
1.2 Other (provide details if material) - -
NET FINANCING CASH FLOWS - 340
NET INCREASE (DECREASE) IN CASH HELD (148) 229
1.21 Cash at beginning of month/year to date 482 111
1.22 Exchange rate adjustments to item 1.20 (1) (7)
1.23 Cash at end of month 333 333
================================
C H I N A & H O N G K O N G
================================
401 HOLDINGS: Requests Trading Suspension
-----------------------------------------
401 Holdings Limited requested trading in its shares to be
suspended with effect from 9:30 a.m., Friday (28/March/2003)
pending the release of an announcement regarding the increase in
the price of the shares of the company on 27/March/2003 and the
update on the financial position and the status of the
litigation of the company and its subsidiaries.
According to Wrights Investors' Service at the end of 2002, the
Company had negative working capital, as current liabilities
were HK$84.35 million while total current assets were only
HK$36.23 million. It has paid no dividends during the previous 6
fiscal years and also reported losses during the previous 12
months.
APPLIED (CHINA): 2002 Net Loss Swells to HK$95.078M
---------------------------------------------------
Applied (China) Limited announced disclosed its interim
financial statement with a year-end date of 30/June/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/07/2002 from 01/07/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 37,751 75,272
Profit/(Loss) from Operations : (93,704) (4,227)
Finance cost : (1,753) (2,635)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (95,078) (7,335)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.083) (0.013)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (95,078) (7,335)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) GROUP REORGANISATION
The Company was incorporated as an exempted company with limited
liability in Bermuda under the Companies Act 1981 of Bermuda (as
amended) on 4 April 2001. Pursuant to a scheme of arrangement
sanctioned by the High Court of The Hong Kong Special
Administrative Region which became effective on 20 December
2001, the Company issued its shares to the shareholders of
iQuorum Cybernet Limited (iQuorum), the former holding company
of the Group, in exchange for the entire issued share capital of
iQuorum.
iQuorum then became a wholly owned subsidiary of the Company and
its listing status on the Stock Exchange of Hong Kong Limited
(Stock Exchange) was withdrawn. The shares of the Company were
listed on the Stock Exchange on the same day. Details of the
Group Reorganization are set out in note 2 to the audited
financial statements for the year ended 30 June 2002.
(2) LOSS PER SHARE
The calculation of the basic loss per share is based on the loss
attributable to shareholders of HK$95,077,919 (2001:
HK$7,335,472) and on the weighted average of 1,149,261,820
(2001: 574,630,910) shares that would have been in issue during
the period as if the Group Reorganization had been completed on
1 July 2000.
The weighted average number of shares for the purpose of
calculation of loss per share for the six months ended 31
December 2001 had been adjusted for the effect of the Company's
shares exchange as a result of the redomicile of the Group.
No diluted loss per share has been presented as the exercise
prices of the Company's outstanding share options and warrants
were higher than the average market price of the shares of the
Company for both periods.
CENTRAL NORTH: Banks Seek Financing Docs Clarification
------------------------------------------------------
Fletcher Challenge Forests advised Thursday that the Bank of New
Zealand, in its capacity as lead bank for Central North Island
Forest Partnership (CNIFP) banking syndicate, applied to the
High Court seeking clarification of certain provisions in the
CNIFP financing documents which may allow the banks to force
Fletcher Challenge Forests to terminate the CNIFP Management
Agreement.
Fletcher had previously advised the market that prior to any
termination of the Management Agreement, there were certain
legal and commercial issues that would need to be resolved.
CNIFP is a joint venture between China International Trust &
Investment Corp. (CITIC) and Fletcher Challenge's forest
division.
CIL HOLDINGS: Final Audited Results Publication Further Delayed
---------------------------------------------------------------
Further to the announcements made on 31st October 2002, 21st
November 2002, 31st December 2002 and 10th February 2003, the
directors of CIL Holdings Limited and its subsidiaries (Group)
announced that the final audited results of the Group for the
year ended 30th June 2002 will be a further delay to a date
which will be on or before 19th May 2003 and the dispatch of the
annual report to approximately three weeks thereafter.
Pursuant to the Listing Rules, the annual report for the year
ended 30th June 2002 including its audited annual accounts must
be published and sent to share holders within four months from
the end of the financial year. The accounting records of the
Group could not be finalized as the amount of provisions for
certain contingent liabilities (including but not limited to
disputed claims with creditors of the Group) to be made in the
accounts could not be fixed until the Scheme has been completed.
Pursuant to the hearing of the Petition for the sanctioning of
the Scheme in Hong Kong will take place on or around 2nd April
2003, the final audited results will be further delayed.
Delay in the publication of the interim results of the Group
Due to the incompletion of the final audited results of the
Group of the year ended 30th June 2002, the announcement of the
interim results of the Group for the six months ended 31st
December 2002 will be postponed to be published on or before
30th June 2003 and the dispatch of the interim report to
approximately three weeks thereafter.
Breaches of Listing Rules
The delay in the publication of the audited consolidated final
results for the year ended 30th June 2002 and the delay in the
dispatch of the annual report of the Company constitute a breach
paragraphs 8(1), and 11(1) of Appendix 7b of the Listing Rules.
The delay in the publication of the interim results for the six
months ended 31st December 2002 and dispatch of the interim
report of the Company constitute a breach paragraphs 10(1) and
11(6) of Appendix 7b of the Listing Rules. In this regard, the
Stock Exchange of Hong Kong Limited reserves its rights to take
appropriate action against the Company and/or its Directors.
The Directors have not dealt in the shares of the Company since
1st June 2002 and will be undertaken to the Stock Exchange that
they will not deal in the shares of the Company until the
audited final results for the year ended 30th June 2002 and
interim results of the six months ended 31st December 2002 are
released and published.
Shareholders and investors are reminded to exercise caution when
dealing in the shares of the Company.
DONG FANG: Parallel Trading Commences Tuesday
---------------------------------------------
Dong Fang Gas Holdings Limited requested market participants to
note the parallel trading in the ordinary shares of the Company
will commence at 9:30 a.m. on Tuesday, 01/April2003 under the
following particulars:
Stock Code Stock Short Name Board Lot Certificate Colour
---------- ---------------- --------- -----------------
432 DONGFANGGAS-NEW 5,000 shares New Peach
2917 DONGFANGGAS-OLD 50 shares Beige
Settlement of trading at each counter shall be in respect of the
shares traded at the respective counters.
According to Wrights Investors Service, at the end of 2002, Dong
Fang Gas had negative working capital, as current liabilities
were HK$454.90 million while total current assets were only
HK$156.86 million. The company also reported losses during the
previous 12 months and has not paid any dividends during the
previous 2 fiscal years.
JARDINE STRATEGIC: S&P Affirms 'BBB+' Rating; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said Wednesday that it had
affirmed its 'BBB+' corporate credit rating on Jardine Strategic
Holdings Ltd. Despite an improvement in the group's operating
performance, the negative outlook continues to reflect
the company's relatively weak cash flow protection measures for
the rating category.
"The ratings on Jardine Strategic reflect the company's
ownership of above-average quality operating assets, its diverse
product portfolio, and its strong liquidity. However, these
attributes are partly offset by challenging market conditions
affecting some of its core operations, and relatively thin
profitability and cash flow protection measures," said
Standard & Poor's associate, Renee Lam.
"Should cash flow protection measures fail to improve, the
rating on the company could be lowered," said Ms. Lam.
QUALITY HEALTHCARE: MeesPierson Firmly Rejects Conditional Offer
----------------------------------------------------------------
Quality HealthCare Asia Limited has been informed by CLSA
Capital Limited (CLSA) that CLSA is interested in approximately
15.84% of the Shares in issue and Mr. Gary Coull, chairman of
CLSA, is interested in approximately 4.43% of the Shares in
issue. CLSA issued a press release dated 26 March 2003 stating
that CLSA and Mr. Gary Coull "firmly reject" the Offer on the
basis that the Offer "does not represent appropriate value for
shareholders".
The Company has also been informed by MeesPierson Private Equity
(Far East) Limited (MeesPierson) that MeesPierson is the
investment manager of a number of funds which hold Shares in
aggregate representing approximately 2.75% of the Shares in
issue. MeesPierson has stated on behalf of these funds that it
will "firmly reject" the Offer "as the offer does not reflect
the true valuation of the Company".
Shareholders should also note that SHK, which is indirectly
interested in approximately 28.53% of the shares in issue of the
Company, stated in its announcements dated 14 February 2003 and
19 March 2003 that it will not accept the Offer. SHK has
confirmed to the Company that its position remains unchanged.
Wrights Investors Service reports that as of the end of 2001,
the company's long-term debt was HK$67.35 million and total
liabilities were HK$259.55 million. Its long-term debt to equity
ratio of the company is 1.52.
SHANG HUA: Trims 2002 Operations Loss to HK$1.762M
--------------------------------------------------
Shang Hua Holdings Limited posted its unaudited financial
statement with a year end date of 30/June/2003:
Auditors' Report: N/A
Review of Interim Report by: Both Audit Committee and Auditors
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/07/2002 from 01/07/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 43,056 14,439
Profit/(Loss) from Operations : (1,762) (4,649)
Finance cost : (25) (9)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (1,818) (4,658)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0022) (0.007)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (1,818) (4,658)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. SEGMENT INFORMATION
Six months ended 31st December, 2002
Trading of
computer
Trading of related
telephones products Consolidated
HK$'000 HK$'000 HK$'000
TURNOVER
External sales 1,660 41,396 43,056
----------------------------------------
SEGMENT RESULT (615) (524) (1,139)
------------------------
Other operating income 103
Unallocated corporate expenses (726)
Finance costs (25)
-------
Loss before taxation (1,787)
=======
Six months ended 31st December, 2001
Trading of
computer
Trading of related
telephones products Eliminations Consolidated
HK$'000 HK$'000 HK$'000 HK$'000
TURNOVER
External sales 9,914 4,525 -- 14,439
Inter-segment
sales 792 -- (792) --
----------------------------------------------
Total 10,706 4,525 (792) 14,439
----------------------------------------------
SEGMENT RESULT (471) 73 (792) (1,190)
-------------------------------
Other operating income 61
Unallocated corporate expenses
(3,520)
Finance costs (9)
-------
Loss before taxation (4,658) (4,658)
=======
2. LOSS FROM OPERATIONS
Six months ended
31.12.2002 31.12.2001
HK$'000 HK$'000
Loss from operations has been arrived at after charging:
Depreciation of property, plant and equipment
299 360
Loss on disposal of property, plant and equipment
78 --
and after crediting:
Bank Interest income
35 61
-----------------------------
3. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss
for the period of approximately HK$1,818,000 (six months ended
31st December, 2001: HK$4,658,000) and on the weighted average
of 816,233,533 (six months ended 31st December, 2001: on
664,018,995) shares in issue throughout the period.
No diluted loss per share is presented because the exercise
price of the Company's share options is higher than the average
fair value per share for the current period. No diluted loss per
share is presented for the period ended 31st December, 2001 as
the computation of diluted loss per share has not assumed the
exercise of outstanding share options since their exercise would
reduce the loss per share.
=================
I N D O N E S I A
=================
ASTRA AGRO: Super CPO Auction Up by 17.5%
-----------------------------------------
During January - February 2003, PT Astra Agro Lestari Tbk
(AALI)'s auction successfully disposed 61,250 tons crude palm
oil units (CPO), including 18,000 tons or 29.4 percent of "Super
CPO". The average price of CPO auctioned during this period went
up by 17.5 percent, from Rp3.185 per kg in the same period last
year to Rp3.744 per kg (gross price).
By the same comparison, "Super CPO" auction volume jumped from
2,000 tons in the first two months last year to 18,000 tons.
"Super CPO" by AALI's own definition is oil with a Free Fatty
Acid (FFA) content of less than 3 percent.
Wrights Investors' Service reports that 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 The fact that the company has negative working
capital could indicate that the company will have problems in
expanding.
INDOFOOD SUKSES: Moody's Revises 'B1' Rating Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service on Wednesday revised the rating
outlook for PT Indofood Sukses Makmur Tbk's (Indofood) B1 local
currency issuer rating to negative from stable. The ratings
agency has also affirmed the B3 foreign currency rating of
Indofood's US$280M guaranteed Eurobonds. The outlook for the B3
foreign currency rating remains positive, which reflects the
positive outlook for Indonesia's sovereign rating.
The negative outlook for the B1 local currency rating reflects
the fact that the increasingly competitive environment in
Indonesia, and increased operating costs, have continued to
erode the profit margin of Indofood, as reflected in the drop in
its EBIT margin to 11.4 percent in fiscal year 2002 from last
year's 13.9 percent. As a result financial measures of credit
have deteriorated below management's targeted ratios as
previously outlined to Moody's. RCF/debt and EBIT/interest were
lowered to 13 percent and 2.2x respectively in FY02 from 24% and
2.5x in FY01.
Moody's says that further rating pressure could evolve if
Indofood is unable to demonstrate its ability to pass on its
increased costs to end users while maintaining its dominant
market share in its key product lines.
PT Indofood Sukses Makmur Tbk, the country's largest processed
foods company, is headquartered in Jakarta, Indonesia and is
listed on The Jakarta and Surabaya Stock Exchanges.
* IBRA Receives Bids From PPAK III Investors
--------------------------------------------
The Indonesian Bank Restructuring agency (IBRA) has received on
Thursday offering bids from 127 investors for the loan assets
offered in the Loan Asset Sales Program III (PPAK III).
The investors consist of 101 local investors and 26 foreign
investors. As has been announced, PPAK III offers 135,424 loan
assets (both the restructured and un-restructured) as well as
treasury assets worth Rp76 trillion (based on the asset transfer
kit figures to IBRA).
In fact PPAK III has drawn response from 136 investors who have
expressed their interest on the loan assets on offer. However,
following an evaluation, the number of eligible investors for
participation in this program is 127 investors. All the eligible
investors have submitted their enveloped bids on Thursday. IBRA
will send notification to the winners in early April 2003. To
the investors who raised offering bids under the floor price,
IBRA will provide them with an opportunity for a rebid.
Just as in the previous PPAK program, IBRA expects that PPAK III
can expedite the industrial sector recovery as well as
reinvigorate the banking intermediatory function so as to
accelerate national economic recovery.
After the completion of PPAK III, IBRA will continue asset
disposal programs to put them back to the banking system through
the Strategic Asset Sales Program (PPAS). In this program will
be offered loan assets each worth above Rp750 billion.
=========
J A P A N
=========
CHIYOSEI KOSAN: Golf Course Enters Rehabilitation Proceedings
-------------------------------------------------------------
Chiyosei Kosan K.K., which has total liabilities of 7.2 billion
yen against a capital of 10 million yen, recently applied for
civil rehabilitation proceedings, according to Tokyo Shoko
Research. The golf course is located in Ichikawa-shi, Chiba,
Japan.
HANKYU CORPORATION: JCR Downgrades Rating to BBB+/BBB/J-2/
----------------------------------------------------------
Japan Credit Rating Agency (JCR) has downgraded the ratings of
Hankyu Corporation's preliminary A- and #J-1 ratings on the
following shelf registration, bonds, bonds without negative
pledge clause and CP program to preliminary BBB+, BBB and J-2
ratings respectively, removing them from Credit Monitor.
Shelf Registration Maximum: Y200 billion Valid: two years from
March 19, 2002
Issues Amount (bn) Issue Date Due Date Coupon
Bonds no.22 Y8 / May 19, 1999 / May 19, 2004 / 1.35%
Bonds no.23 Y5 / May 19, 1999 / May 19, 2004 / 1.35%
Bonds no.24 Y5 / May 19, 1999 / May 19, 2006 / 1.79%
Bonds no.25 Y10 / Aug. 30, 1999 / Aug. 28, 2009 / 2.23%
Bonds no.26 Y10 / Aug. 30, 1999 / Aug. 28, 2009 / 2.23%
FRN no.27 Y15 / Sep. 28, 2000 / Sep. 30, 2010 / floating
FRN no.28 Y10 / Jun. 28, 2001 / Jun. 28, 2011 / floating
Bonds no.29 Y10 / Nov. 19, 2001 / Nov. 19, 2007 / 0.96%
Bonds no.30 Y7 / Nov. 14, 2002 / Nov. 14, 2012 / 1.00%*
Issues (No Negative Pledge)
Bonds no.20 Y10 / Sep. 18, 1998 / Sep. 16, 2005 / 1.86%
Bonds no.18 Y20 / Jul. 24, 1998 / Jul. 24, 2008 / 2.23%
Bonds no.19 Y10 / Sep. 18, 1998 / Sep. 17, 2010 / 2.46%
CP Maximum: Y80 billion Backup Line: 0%
*step-up bonds: 1.00 percent for period after Nov. 14, 2002
through Nov. 14, 2005, 1.60 percent for period after Nov.
14,2005 through Nov. 14, 2008 and 2.55 percent for period after
Nov. 14, 2008 through Nov. 14, 2012.
RATIONALE
Hankyu Corporation publicly announced on February 21 that it
would record extraordinary loss of 105 billion yen for fiscal
2002 ending March 31, 2003, writing down the land used for
development on a parent- only basis. It would also write down
the land for the sales purpose held by the subsidiary. As a
result, it revised downward the earnings forecast from the
previously forecasted net loss of 13.3 billion yen to a net loss
of 89.2 billion yen. The write-downs would decrease the capital
ratio to 12 percent while increasing the interest-bearing debt
to 1,122.1 billion yen. Hankyu is expected to incur loss with
respect to financial support for the leisure business in fiscal
2003.
The extraordinary loss due to the write-downs is unexpectedly
large. There would be strong limit on improvement in the cash
flow generation capability, given the expected financial burden
to be borne in sell-offs of the idle properties in the future.
It will take time for the weakened financial structure to
recover. JCR downgraded the rating for the Company, taking into
account the above.
JAPAN AIRLINES: Moody's Reviews Rating for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the Ba1 senior unsecured long-
term ratings of Japan Airlines Co., Ltd. (JAL) and the Ba1
senior unsecured long-term ratings of All Nippon Airways Co.,
Ltd. (ANA) under review for possible downgrade. The review was
prompted by Moody's growing concern that the Japanese airline
companies' profitability and financial profile could be under
significant pressure over the intermediate term due to the war
in Iraq and the weak business environment in Japan.
An increasingly harsh market environment may further deteriorate
the profitability of the two airlines. Moody's is concerned that
high fuel cost and a decline in traffic volume may last for a
while, depending on the impact and the length of the war.
Moody's is also concerned that the downward industry cycle could
prove to be deeper and longer in an already weak operating
environment.
In its review, Moody's will assess the ability of the Japanese
airlines to restore their profitability under the current
difficult environment. The review will also focus on, first, the
speed of their implementation of cost savings and debt
reduction, second, the ability to pass on increased costs to
consumers, and, third, their liquidity management.
Japan Airlines Co., Ltd., headquartered in Tokyo, is the largest
airline Company in Japan in terms of revenue. All Nippon Airways
Co., Ltd., headquartered in Tokyo, is the second largest airline
Company in Japan in terms of revenue.
NEC CORPORATION: Establishes TFT LCD JV in China
------------------------------------------------
NEC Corporation and SVA (Group) Co., Ltd. (SVA) have signed an
agreement to establish a TFT LCD joint venture Company in June
2003 in Shanghai, China. The venutre between NEC and SVA is the
first national project to be approved by China's new ruling
Communist Party, which is led by China's newly appointed
President, Mr. Hu Jintao.
The China-based joint venture company will plan, develop and
manufacture TFT LCD panels and modules for PCs, monitors and
TVs, while focusing on China's huge market as its main sales
target. The company will become the first facility in China
capable of handing every aspect of TFT LCD manufacturing from
the initial array and cell process to the final production line
phase.
Under the terms of the agreement, the new company will be
capitalized at 50 billion yen, with 75 percent contributed by
SVA and 25 percent from NEC.
At a planned capital expenditure of 85 billion yen, a state-of-
the-art fifth-generation production line (glass base: 45
thousand sheets per month) with a large-size glass substrate of
1,100mm x 1,300mm, is scheduled to begin operation in October,
2004. The facility will employ an initial workforce of
approximately 1200 staff.
SVA is a leading company in China's electronics and IT
industries, especially for communication equipment, home
communication terminals, household electric appliances and
display devices. SVA has established many joint ventures with
major Japanese companies, and recently, formed strategic
alliances with IBM and Microsoft.
In Japan, from April, NEC will separate its LCD business and
establish a new Company called NEC LCD Technologies Ltd.(NEC LCD
Technologies). NEC LCD Technologies will develop, design,
manufacture and sell color LCDs and LCD technologies and target
the industrial market by providing value-added, specialized
customization for display products. The company will focus its
business model to concentrate on the development of ultra-wide
viewing angle technologies and high-resolution display modules
that are in demand for high-end monitors. For mass production
products, NEC will aim to strengthen its business model by
carrying out product development, production and sales through
the new joint venture Company in China.
With establishment of NEC LCD Technologies, NEC continues its
worldwide sales and distribution of LCD products. NEC
Electronics America, Inc. is the sales supplier of NEC active-
matrix LCD and PDP modules in North America, and NEC Electronics
(Europe) GmbH markets and sells NEC thin film transistor (TFT)
active-matrix LCD and PDP modules in Europe.
Outline of New Joint Venture Company
Company name: to be decided
Location: Shanghai, China
Capital: 50 billion yen (SVA 75 percent, NEC 25
percent)
* The investment will be made by SVA and two of its subsidiary
companies that were established for this project.
Established: June 2003 (exact date to be decided)
Start of operation: October 2004 (exact date to be decided)
Employee number: 1200 (at start of operation)
Major Operations: Product planning, development, manufacturing
and sales of TFT color LCD modules
Outline of SVA (Group) Co., Ltd. (SVA)
Company name: SVA (Group) Co., Ltd. (SVA)
Location: Shanghai, China
Capital: 2.09 billion RMB
Sales: 38.3 billion RMB (574.5 billion yen)
Established: 1995
Employee number: 26,400
Major Operations: Holding Company for companies that perform
product development, manufacturing and sales of household
electric appliances, home communication terminals and CRT, PDP,
STN LCD displays
About SVA (Group) Co., Ltd.
SVA (Group) Co., Ltd. (SVA) was founded in 1995. Today, SVA is
the largest electronics group in China. It has over 20,000
employees worldwide, R&D in US, China, and Taiwan, and
production facilities in China, Argentina, and South Africa.
International Corporate Partnerships with fortune 500 companies
include Hughes, InFocus, JVC, Kenwood, Motorola, National,
Samsung, Sharp, Siemens, SONY, Toshiba, and VDO. For more
information, please visit the SVA home pages at:
http://www.sva.com.cn
About NEC Corporation
NEC Corporation is one of the world's leading providers of
Internet, broadband network and enterprise business solutions
dedicated to meeting the specialized needs of its diverse and
global base of customers. Ranked as one of the world's top
patent-producing companies, NEC delivers tailored solutions in
the key fields of computer, networking and electron devices,
through its three market-focused, in-house companies: NEC
Solutions, NEC Networks and NEC Electron Devices. NEC
Corporation employs more than 140,000 people worldwide and had
net sales of approximately $39 billion in the fiscal year ended
March 2002. For further information, please visit the NEC
Corporation home page at: www.nec.com
Contact:
Japan
Daniel Mathieson
NEC Corporation
+81-3-3798-6511
d-mathieson@bu.jp.nec.com
NEC CORPORATION: New President Faces Turnaround Challenge
---------------------------------------------------------
NEC Corporation's new President Akinobu Kanasugi will now take
charge in the reorganization plan of the company after posting a
record loss last year and whose shares have fallen to an eighth
of their peak, Bloomberg reports. NEC also faces a souring
business environment because of the war in Iraq.
Kanasugi needs to pay down debt, refocus the company on its most
profitable businesses and outline how he will implement a new
corporate structure announced this month if he is to restore
confidence in NEC's prospects, investors say. Kanasugi, who
succeeds Koji Nishigaki, was formerly head of NEC's computer-
software unit.
After posting a loss of 312 billion yen in the year ended March
2002, NEC has forecast net income of 10 billion yen in the year
ending this month. It posted a 4.5 billion yen net loss for the
third quarter, down from 155 billion yen a year earlier.
TOKYO ELECTRIC: Warns of Serious Power Shortage in Summer
---------------------------------------------------------
Tokyo Electric Power Co. (TEPCO) said Thursday that the
company's power supply capacity could be short by 9.5 million
kilowatts in the summer if the metropolitan area is hit by a
heat wave and if all the reactors remain closed, Kyodo News said
Friday, citing TEPCO President Tsunehisa Katsumata.
The utility has closed down 14 of the 17 for safety checkups in
a bid to help restore the confidence of local residents
following revelations last summer that it falsified safety
reports to cover up defects at the reactors. The remaining three
will be closed by April 15. The company will "try desperately"
to avoid power blackouts, and will try to obtain approval from
local governments in the two prefectures before resuming the
reactors' operations, Katsumata added.
=========
K O R E A
=========
CHOHUNG BANK: Sees FY03 W500B Net Profit
----------------------------------------
Chohung Bank expects a net profit of 500 billion won this year,
after it has recouped all its 5.9 trillion won in losses
stemming from the 1997 financial crisis over the past five
years, AFX Asia said Thursday. During the past five years, the
bank has provisioned a total of 7.6 trillion won against bad
loans, which was covered by its 5.4 trillion won recurring
profit and public funds.
HYUNDAI GROUP: Prudential to Acquire Two Units
----------------------------------------------
The Financial Supervisory Commission (FSC) has reached an
agreement with Prudential Financial Inc. to sell Hyundai group's
two ailing financial units to the latter worth 500 billion won
(US$400 million) in principle, Digital Chosun reports. The units
are Hyundai Investment and Securities Co., Ltd. (HITC) and
Hyundai Investment Trust Management Co., Ltd. (HIMC). The sale
agreement is likely to undergo a series of revisions and
refinements through negotiations, and could still collapse.
According to the MOU, Prudential is to acquire the majority
ownership interest, 80 percent, of HITC for W500 billion won.
The price may change in accordance with the terms of the
agreement and is to be determined at the closing pursuant to the
definitive agreement. As HITC owns a 95.9 percent stake in HIMC,
Prudential will acquire HIMC automatically if the deal goes
through. The MOU does not include any put-back option, the
agency said.
KOREA ELECTRIC: Unit Auction Hit by Bid Withdrawals
---------------------------------------------------
The public auction to sell Korea South-East Power Co., a unit of
Korea Electric Power Corporation, has stalled after most of the
four final bidders withdrew their bids due to worsening business
conditions, Yonhap and AFX Asia reported, citing an unidentified
government official. In January, POSCO, SK Corp, Korea
Independent Energy Corp, and a Japanese firm submitted
preliminary proposals for Korea South-East Power Co.
According to Wright Investor's Service, at the end of 2001,
Korea Electric Power Corporation (KEPCO) had negative working
capital, as current liabilities were 9.29 trillion Korean Won
while total current assets were only 5.37 trillion Korean Won.
DebtTraders reports that Korea Electric Power Corp.'s 8.250
percent bond due in 2005 (KORE05KRN1) trades between 112.504 and
113.066. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=KORE05KRN1
KOREA THRUNET: Undertakes Court Receivership Steps
--------------------------------------------------
Korea Thrunet is now undertaking formal procedures for court
receivership, Digital Chosun and AFX Asia reported Wednesday.
The Company, a subsidiary of TriGem Computer, submitted itself
for court-mediated liquidation on March 3.
The broadband Internet service provider said that with the court
receivership demanding the freeze of all claims, the company is
now able to channel funds into operations and improvement of
service quality, to gain more market share. The company will
also continue to seek a merger and acquisition deal with
financially strong investors.
===============
M A L A Y S I A
===============
ABRAR CORPORATION: Proposed Offer for Sale Modification
-------------------------------------------------------
On behalf of Abrar Corporation Berhad (Special Administrators
Appointed), Public Merchant Bank Berhad announced that ACB and
Oil-Line Engineering & Associates Sdn Bhd proposed to further
modify the Proposed Offer for Sale (Proposed OFS Modification),
as follows:
As approved by the Securities Commission:
"The Proposed Offer for Sale shall involve an offer for sale of
43,900,000 ordinary shares of RM1.00 each in OilCorp Berhad
(OilCorp Shares) by the Creditors and Oil-Line Vendors at an
offer price of RM1.10 per share. The Proposed Offer for Sale
shall be to the following parties:
1,800,000 OilCorp Shares to the existing shareholders of ACB
7,580,000 OilCorp Shares to the Directors and employees of the
OilCorp Group
19,520,000 OilCorp Shares by way of private placement
15,000,000 OilCorp Shares to Bumiputera investors to be approved
by MITI"
Proposed Revision:
"The Proposed Offer for Sale shall involve an offer for sale of
44,161,000 OilCorp Shares by the Creditors and Oil-Line Vendors
at an offer price of RM1.10 per share. The Proposed Offer for
Sale shall be to the following parties:
1,800,000 OilCorp Shares to the existing shareholders of ACB
8,671,000 OilCorp Shares to the Directors and employees of the
OilCorp Group
18,690,000 OilCorp Shares by way of private placement
15,000,000 OilCorp Shares to Bumiputera investors to be approved
by MITI"
An application with regard to the variation to the Proposed OFS
Modification will be made to the SC in due course.
BUKIT KATIL: Releases Feb Oil Palm Production Figures
-----------------------------------------------------
In accordance with Paragraph 9.29 of Part L of the KLSE Listing
Requirements, Bukit Katil Resources Berhad announced the
production figures for the month of February 2003 in respect of
the Group's plantation production as follows:
Current Preceeding Yr Current Yr to Date Preceeding Yr
Month Corresponding Month (Feb 2003) Corresponding Period
(Feb 2003) (Feb 2002) (February 2002)
FFB(mt) 565.69 614.30 5,421.74 6,315.89
Last month, the Troubled Company Reporter - Asia Pacific
reported that further to the on-going negotiations with OCBC
Bank (Malaysia) Berhad, a meeting was held on 22 February 2003.
A revised settlement proposal was forwarded for the bank's
consideration. To see updated details of all facilities
currently in default, go to
http://www.bankrupt.com/misc/TCRAP_Bkatil0228.pdf.
EKRAN BERHAD: Provides Defaulted Credit Facilities Status Update
----------------------------------------------------------------
Pursuant to the Practice Note 1/2001 of the Listing
Requirements, Ekran Berhad provided the status report in respect
of the default in payment of the credit facilities of Ekran
Group, which can be found at
http://bankrupt.com/misc/TCRAP_Ekran0331.doc.
COMPANY PROFILE
The company was set up principally to carry out the business of
an investment holding company for Group companies involved in
activities such as timber extraction and trading, property
development and oil palm plantation.
In 2001, Ekran was awarded the turnkey contract for the
construction of civil buildings in Teluk Sapangar, Sabah valued
at RM168.3m and the contract for the upgrading of Miri Airport,
Sarawak at RM200m.
The company also proposed to acquire Mashyur Mutiara Sdn Bhd,
Accruvest Hotel Management Sdn Bhd, Home and Hotel Holding Sdn
Bhd and Vital Orient Sdn Bhd. Mashyur Mutiara and Accruvest are
the owners of Sheraton Langkawi Resort and Delima Beach Resort
(now leased to Kolej Lagenda) respectively, which are situated
in Langkawi. Home and Hotel Holding and Vital Orient are owners
of Santubong Kuching Resort and Manikar Beach Resort
respectively which are situated in Kuching and Labuan
respectively.
The acquisition of 60% equity interest in Langkasuka Marina
Development Sdn Bhd (LMD) was approved by the FIC on 17.9.2001.
LMD is a JVC in which the Langkawi Development Authority (LADA)
holds the other 40% equity interest. The principal activity of
LMD is to develop the Port Langkasuka Marina Project in
Langkawi.
CONTACT INFORMATION: 2nd Floor, Wisma Ekran
Jalan Parlimen
50480 Kuala Lumpur
Tel : 03-2693 6111;
Fax : 03-2694 6096
EPE POWER: Proposed Shareholders' Mandate Additional, Renewal
-------------------------------------------------------------
At the Extraordinary General Meeting of EPE Power Corporation
Berhad held on 20 June 2002, the Company had obtained the
mandate of its shareholders to enter into recurrent related
party transactions of a revenue or trading nature with related
parties on the terms as set out in the Circular to Shareholders
dated 5 June 2002 (Mandate). The Mandate is expected to expire
at the conclusion of the forthcoming Annual General Meeting of
the Company.
On behalf of the Board of Directors of EPE, PM Securities Sdn
Bhd wishes to announce that the Company intends to seek the
approval of its shareholders for the following:
(a) proposed renewal of the Mandate, excluding certain
recurrent related party transactions which are now exempted
under the Practice Note No. 14/2002 and subject to certain
variation to certain recurrent related party transactions; and
(b) proposed additional shareholders' mandate for a new
recurrent related party transaction.
The Circular to Shareholders containing information on the
Proposed Mandate will be despatched to the shareholders of the
Company in due course.
Early this March, the Troubled Company Reporter - Asia Pacific
reported that the Company has further defaulted in the payment
of monthly interest of RM676,358.86 due to several financial
institutions (FIs) under its revolving credit (RC) facilities.
GENERAL LUMBER: FIC Extends Time for MIB to Up Bumiputera Equity
----------------------------------------------------------------
PM Securities Sdn Bhd (PM Securities), on behalf of the Board of
Directors of General Lumber Fabricators & Builders Bhd announced
that GLFB has received the approval from the Foreign Investment
Committee (FIC) vide a letter dated 26 March 2003, approving the
extension of time for a period of three (3) years after the
listing of Maxtral Industry Berhad (MIB) on the KLSE for MIB to
comply with the minimum 30% Bumiputera equity content
requirement as imposed by the FIC as per its letter dated 31
December 2002.
In addition, pursuant to the announcement released on 12 March
2003, PM Securities, on behalf of the Board of Directors of GLFB
wishes to announce that the KLSE has issued a letter dated 26
March 2003 to the company noting that GLFB has obtained all the
regulatory approvals necessary for the implementation of the
regularization plan on 28 January 2003, save and except for the
Securities Commission's (SC) approval for the Proposed Exemption
on Mandatory Take-Over Obligation. The KLSE further notes that
GLFB is required to implement its regularization plan by 27
January 2004. Accordingly, the company must proceed to implement
its plan to regularize its financial condition expeditiously
within the prescribed timeframe, failing which the KLSE may
commence de-listing procedures in respect of the securities of
the Company.
The KLSE also stated that the company must take expeditious
steps to obtain the SC's approval for the Proposed Exemption on
Mandatory Take-Over Obligation in order to complete the
implementation of the said plan within the prescribed period. As
at to date, the SC has not approved the Proposed Exemption on
Mandatory Take-Over Obligation.
MALAYSIAN AIRLINE: Inks Sale, Leaseback Agreement With AGN
----------------------------------------------------------
On behalf of the Board of Directors of Malaysian Airline System
Berhad, Commerce International Merchant Bankers Berhad announced
that MAS has on 26 March 2003 entered into the following
agreements in relation to the Sale and Leaseback of Properties
with AGN:
(i) a conditional reimbursement agreement for the
Reimbursement of KLIA Complex Buildings and a conditional sub-
lease agreement for the Sub-lease of KLIA Complex.; and
(ii) a conditional reimbursement agreement for the
Reimbursement of Subang Complex A Buildings.
MAS and AGN will only sign the conditional sub-lease agreement
for the Sub-lease of Subang Complex A upon completion of the
Surrender and Re-alienation of the Subang Complex A Land.
Appropriate announcement will be made in due course upon signing
of the conditional sub-lease agreement for the Sub-lease of
Subang Complex A.
However, MAS and AGN have mutually agreed not to proceed with
the following:
(i) Sale of Bangunan MAS and the Lease of Bangunan MAS; and
(ii) Sale of Kelana Jaya Complex and the Lease of Kelana Jaya
Complex.
Wrights Investors' Service reports that at the end of 2002,
Malaysian Airline had negative working capital, as current
liabilities were RM8.84 billion while total current assets were
only RM2.44 billion. The company has paid no dividends during
the last 12 months and reported losses during the previous 12
months.
MYCOM BERHAD: SC OKs Proposed Variations, Proposed Extension
------------------------------------------------------------
Reference is made to the earlier announcement made by Alliance
Merchant Bank Berhad (Alliance), on behalf of the Board of
Directors of Mycom Berhad (Board), on 6 February 2003 in
relation to the proposed variations to the Proposed
Restructuring Scheme (Proposed Variations) and the announcement
made by Mycom on 20 February 2003 on the proposed extension of
time to implement the Proposed Restructuring Scheme (Proposed
Extension), respectively.
Alliance, on behalf of the Board, wishes to announce that the
Securities Commission (SC), had vide its letter dated 25 March
2003 (Approval Letter), which was received by Alliance on 26
March 2003, approved both the Proposed Variations and Proposed
Extension as set out below.
DETAILS OF THE PROPOSED VARIATIONS
The SC has approved, as proposed by Mycom, the Proposed
Variations as follows:
(a) Proposed Share Premium Account Reduction
As previously approved
The reduction of the entire amount outstanding in the share
premium account as at 30 June 2001 of RM134,488,604, being set
off against the accumulated losses of Mycom.
As varied
The reduction of the entire amount outstanding in the share
premium account as at 30 June 2002 of RM134,488,604, being set
off against the accumulated losses of Mycom.
(b) Proposed Revaluation Reserve Account Reduction
As previously approved
The reduction of RM105,037,000 in the revaluation reserve
account as at 30 June 2001, being set off against the
accumulated losses of Mycom.
As varied
The reduction of RM98,485,000 in the revaluation reserve account
as at 30 June 2002, being set off against the accumulated losses
of Mycom.
(c) Proposed OIB Acquisitions
The Proposed OIB Acquisitions, in summary, entail the proposed
acquisition by Mycom of the following seven (7) companies and
properties from Olympia Industries Berhad (OIB) and certain of
its subsidiaries:
(a) 100% equity interest in Olympia Land Berhad together with
its selected subsidiaries, namely MB Properties Sdn Bhd, Olympia
Leasing Sdn Bhd, Bakti Jati Sdn Bhd, Olympia Property Services
Sdn Bhd, Olympia Waterfront Sdn Bhd and Guya Management Sdn Bhd;
(b) 100% equity interest in Olympia Plaza Sdn Bhd;
(c) 100% equity interest in Rambai Realty Sdn Bhd;
(d) 100% equity interest in Salhafa Sdn Bhd;
(e) 100% equity interest in City Properties Development Sdn Bhd;
(f) 100% equity interest in Mascon Construction Sdn Bhd (MCSB)
together with one (1) unit factory situated at Lot 14, Jalan
Perusahaan 1, Beranang Industrial Estate, 43700 Beranang,
Selangor Darul Ehsan and one (1) unit 4-storey shop/office
situated at Lot 050, Taman Shamelin Perkasa, Phase 1A, Jalan
Cheras, 56000 Kuala Lumpur, Wilayah Persekutuan;
(g) 70% equity interest in Maswarna Colour Coatings Sdn Bhd; and
(h) one (1) parcel of land measuring approximately five (5)
acres situated at District of Kota Kinabalu, Sabah.
As previously approved
Mycom is to undertake the Proposed OIB Acquisitions for a total
purchase consideration of RM51,683,000 which is to be satisfied
by the novation of debts from OIB and its subsidiaries to Mycom
totaling RM42,696,000 and a cash consideration totaling
RM8,987,000, which acquisition, entails amongst others, a total
of 200,000 ordinary shares of RM1.00 each, representing 100%
equity interest in MCSB.
As varied
Mycom is to undertake the Proposed OIB Acquisitions for a total
purchase consideration of RM56,377,660, which is to be satisfied
by the novation of debts from OIB to Mycom totaling RM47,390,660
and a cash consideration totaling RM8,987,000, which
acquisition, entails amongst others, a total of 1,000,000
ordinary shares of RM1.00 each, representing 100% equity
interest in MSCB.
(d) Proposed Revision in SC's Condition
As previously approved
With respect to the Proposed OIB Acquisitions, the latest
adjusted audited net tangible assets (NTA) for each of the
acquiree company on the final acquisition date shall not be less
than the NTA value of the respective acquiree companies as at 30
June 2001. In addition, the latest adjusted audited NTA for each
acquiree company shall not be later than four (4) months from
the final acquisition date.
As varied
With respect to the Proposed OIB Acquisitions, the latest
adjusted audited NTA for each of the acquiree company on the
final acquisition date shall not be less than the NTA value of
the respective acquiree companies as at 30 June 2002. In
addition, the latest adjusted audited NTA for each acquiree
company shall not be later than four (4) months from the final
acquisition date.
The other terms of approval of the Proposed Restructuring Scheme
in the SC's letter dated 8 March 2002 and as announced on 11
March 2002, remain enforced. The Proposed Restructuring Scheme
(which reflects the Proposed Variations) is still subject to the
approval of the shareholders of Mycom at an extraordinary
general meeting to be convened and any other relevant
authorities.
DETAILS OF THE PROPOSED EXTENSION
Further to the earlier announcement made by the Board on 20
February 2003 in relation to the proposed extension sought from
the SC for a further twelve (12) months from 8 March 2003 up to
7 March 2004 to implement the Proposed Restructuring Scheme,
Alliance, on behalf of the Board, wishes to announce that the
SC, had vide its Approval Letter, granted an extension of time
for one (1) year, from 8 March 2003 to 7 March 2004, for the
implementation of the Proposed Restructuring Scheme.
PAN MALAYSIA: SC Grants Proposed Revision Approval
--------------------------------------------------
Reference is made to the announcements dated 7 August 2000 and
25 August 2000 in relation to the Proposed Revision on the
Utilization of Proceeds from the Disposal of the Cement-Based
Associated Companies (Proceeds) (Utilization of Proceeds)
(Proposed Revision).
Commerce International Merchant Bankers Berhad, on behalf of the
Board of Directors of Pan Malaysia Corporation Berhad, is
pleased to announce that the Securities Commission (SC) has vide
its letter dated 24 March 2003 approved the Proposed Revision.
Pursuant to the Proposed Revision, instead of allocating RM133.0
million of the Proceeds (Conversion Proceeds) to subscribe for
the ordinary shares of RM0.50 each in Pan Malaysian Industries
Berhad (PMI) arising from the conversion of PMI's warrants as
approved by the SC on 1 August 2000, the SC's approval has been
obtained for PMC to utilize part of the Conversion Proceeds
amounting to RM103.0 million for the purpose of subscribing to
the proposed rights issue of PMI and the balance amounting to
RM30.0 million for the working capital purpose of PMC.
The Company is required to make appropriate disclosures of the
status of the Utilization of Proceeds and the steps taken to
obtain a core business in its quarterly reports and annual
reports until the Proceeds have been fully utilized and a core
business established.
RENONG BERHAD: Unit Prolink Reaches Settlement Agreement W/ PLB
---------------------------------------------------------------
Renong Berhad announced that on 27 March 2003, its 64%-owned
subsidiary Prolink Development Sdn. Bhd. (Prolink) entered into
a settlement agreement (Settlement Agreement) with Pengurusan
Lebuhraya Berhad (PLB), a wholly-owned subsidiary of Kinta
Kellas Public Limited Company (Kinta Kellas), for a partial
settlement amounting to RM4,752,836.00 out of an agreed total
indebtedness due to PLB of RM10,343,023.85 (Agreed
Indebtedness).
The Agreed Indebtedness arose from certain services rendered by
PLB to Prolink in the ordinary course of its business.
DETAILS OF THE PROPOSED SETTLEMENT
The Proposed Settlement involves a partial settlement amounting
to RM4,752,836.00 (Settlement Sum) out of the Agreed
Indebtedness due from Prolink to PLB against the transfer to PLB
of fourteen (14) units of freehold bungalow lots held under PTD
101855, PTD 101885, PTD 101901, PTD 101902, PTD 101903, PTD
101912, PTD 101925, PTD 102033, PTD 102035, PTD 102119, PTD
102146, PTD 102147, PTD 102279 and PTD 102309 located in Bandar
Nusajaya, Mukim of Pulai, District of Johor Bahru, Johor Darul
Takzim (Properties) valued in the amount of Settlement Sum.
The Properties shall be transferred to PLB and/or PLB's nominees
by way of sale and purchase agreements (SPA) made at the times
and in the manner and subject to, inter-alia, the terms and
conditions mentioned below. The consideration for each SPA
(Agreed Price) is based on the standard selling prices of the
Properties.
The Properties are presently free from encumbrances.
Prolink and PLB also agreed, covenanted and undertook to and
with each other that the Settlement Sum shall be settled in the
following manner:
(i) Prolink shall procure the proprietor and vendor companies
in respect of the development and sale of each of the Properties
to enter (as proprietor and vendor respectively), and PLB shall
enter as purchaser, into a SPA in respect of each of the
Properties, each of the Properties to be sold to and purchased
by PLB at the respective Agreed Price and deem each Property to
have been paid in full by PLB; and
(ii) PLB shall effect payment of the respective Agreed Price
by way of a set off against, and deduction from the amount due
under the Settlement Sum, and shall, forthwith upon such set off
and deduction as provided in the Settlement Agreement, deem an
equivalent part of the Settlement Sum to have been paid in full
by Prolink to PLB upon the execution of the Settlement Agreement
and the sale and purchase agreements for the Properties.
Subject to the full compliance by PLB with the terms of each SPA
and the Settlement Agreement, Prolink agreed to procure the
execution of the various instruments of transfer in respect of
the Properties in favor of PLB and to deliver or procure the
delivery of the said instruments of transfer together with the
relevant issue documents of title and any other relevant or
necessary documents to PLB, and to ensure that the transfer of
the Properties is made free from encumbrances to PLB at the time
of delivery of the instruments of transfer.
Both Prolink and PLB further agreed that the remaining
indebtedness due and payable to PLB would be RM5,590,187.85
after completion of the Proposed Settlement.
The Properties were developed by Prolink Nusajaya Sdn. Bhd., a
wholly-owned subsidiary of Prolink.
RATIONALE FOR THE PROPOSED SETTLEMENT
Prolink is engaged in the business of property development and
PLB had rendered certain services for Prolink. The Agreed
Indebtedness of Prolink to PLB has been long outstanding and the
Proposed Settlement is in the best interest of Prolink as it
reduces Prolink's liabilities without affecting its cashflow.
FINANCIAL EFFECTS OF THE PROPOSED SETTLEMENT
Based on Renong audited consolidated accounts financial
statements of Renong for the financial period ended 31 December
2002, the Proposed Settlement is expected to result in a profit
after taxation and minority interests of approximately RM0.94
million at Renong Group level.
The Proposed Settlement will not have any effect on the share
capital of Renong and its substantial shareholders'
shareholding. The Proposed Settlement will not have any
significant effects on the Group's net tangible assets and
earnings per share.
CONDITIONS OF THE PROPOSED SETTLEMENT
The Proposed Settlement is not subject to or conditional upon
any approvals.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Renong is a major shareholder of AMRA Resources Sdn. Bhd. (AMRA)
by virtue of its 80% equity interest in AMRA, which in turn is a
major shareholder of Prolink by virtue of its 80% equity
interest in Prolink.
United Engineers (Malaysia) Berhad (UEM) is a major shareholder
of Renong and Kinta Kellas, a holding company of PLB, by virtue
of its 49% and 62.4% direct and indirect equity interest in both
companies respectively. UEM is also a major shareholder of
Prolink and PLB by virtue of its substantial shareholding in
Renong and Kinta Kellas.
TIME Engineering Berhad (TIME), by virtue of UEM's 49% direct
and indirect equity interest in Renong, which in turn has 48.6%
equity interest in TIME, which in turn has 14.8% equity interest
in Renong, is deemed as a person connected to UEM. Accordingly,
UEM and TIME are deemed interested in the Proposed Settlement.
Khazanah Nasional Berhad (Khazanah) and Syarikat Danasaham Sdn.
Bhd. (Danasaham) on the other hand is also a major shareholder
of Renong, Kinta Kellas, Prolink and PLB by virtue of its 100%
direct and indirect equity interest in UEM. Accordingly,
Khazanah and Danasaham are deemed interested in the Proposed
Settlement.
YBhg Tan Sri Dato' Mohd Sheriff Kassim is a director of
Khazanah, Danasaham, Renong, UEM and Prolink. Encik Abdul Wahid
Omar is a director of Renong and UEM. Puan Salmah Sharif is a
director of TIME, Renong and Danasaham. YBhg. Dato' Izham Mahmud
is a Director of Renong and Kinta Kellas.
Accordingly, the abovementioned directors (Interested Directors)
are deemed interested in the Proposed Settlement. The Interested
Directors have abstained and shall continue to abstain from
voting at the relevant meeting(s) of the Board to consider the
Proposed Settlement.
Save as disclosed above, none of other directors and substantial
shareholders of Renong or person connected to them have any
interest, direct or indirect, in the Proposed Settlement.
DIRECTORS' STATEMENT
The Directors of Renong, after careful deliberations on the
Proposed Settlement, are of the opinion that the terms of the
Proposed Settlement is in the best interest of the Company.
DOCUMENT FOR INSPECTION
A copy of the Settlement Agreement is available for inspection
at the Registered Office of Renong at 2nd Floor, Bangunan MCOBA,
42, Jalan Syed Putra, 50460 Kuala Lumpur between 9.00 a.m. and
5.00 p.m. from Monday to Friday (except for public holidays) for
a period of three (3) months from the date of this announcement.
SILVERSTONE CORPORATION: Consolidated Shares Trading Resumes
------------------------------------------------------------
Silverstone Corporation Berhad (SILSTON) has undertaken a
Corporate and Debt Restructuring Exercise, which comprises,
inter-alia, the following:
(i) Capital reconstruction exercise involving a capital
reduction of RM0.70 in each existing ordinary shares of RM1.00
each and thereafter a capital consolidation on the basis of ten
(10) ordinary shares of RM0.30 each into three (3) ordinary
shares of RM1.00 each in SILSTON. (Capital Reconstruction
Exercise);
(ii) Acquisition of 100% equity interest in Silverstone
Berhad for a total purchase consideration of RM255.68 million
satisfied partial by the issuance of 174,308,340 new ordinary
shares at an issue price of RM1.05 per share and 65,834,826 new
ordinary shares at an issue price of RM1.00 per share in
SILSTON. The balance of RM6.82 million is satisfied by netting-
off against the net inter-company indebtedness owing by Lion
Corporation Bhd and its subsidiary and associated companies
(Acquisition);
(iii) Debt restructuring exercise involving the issuance of
54,156,914 new ordinary shares of RM1.00 each as part of the
settlement of indebtedness owed to the local and foreign scheme
creditors (Debt Restructuring Exercise).
In this respect, kindly be advised of the following:
(a) The trading of SILSTON's 44,235,330 Consolidated Shares
pursuant to the Capital Reconstruction Exercise will resume with
effect from 9.00 a.m., Monday, 31 March 2003.
(b) SILSTON's additional 294,300,080 new ordinary shares of
RM1.00 each issued pursuant to the Acquisition and Debt
Restructuring Exercise will be granted listing and quotation
with effect from 9.00 a.m., Monday, 31 March 2003.
The reference price for SILSTON 's ordinary shares is RM1.00 and
the trading limit will be 500%.
TAT SANG: Updates Defaulted Banking Facilities Status
-----------------------------------------------------
Tat Sang Holdings Berhad provided an update on the details of
all banking facilities, which are currently in default, as
tabled at http://bankrupt.com/misc/TCRAP_TatSang0331.pdf
The Company inform that the hearing date of the following legal
suits are fixed as follow:
1. Standard Chartered Bank (M) Berhad - VS - Mercuries & Muar
Wooden Furniture Mfg Sdn. Bhd. (MMWF) at Kuala Lumpur High Court
Suit No. : D5-23-1051-2001
Decision : The above suit case which came up for Decision of the
Plaintiff's Application for Summary Judgement on the 1 August
2002. The Senior Assistant Registrar allowed the Plaintiff's
application and recorded Summary Judgement against all the
defendants. The Solicitors have filed an Appeal to the Judge in
Chambers. On 14 March 2003, the learned Judge has dismissed the
Appeal with costs. The Solicitors have to within 30 days from 14
March 2003 to lodge its Appeal against the decision to the Court
of Appeal.
2. Malayan Banking Berhad (MBB) - VS - MMWF at Muar High Court
Suit No. : 23-108-2001
Decision : Base on the outcome of the hearing on 10 October
2002, the solicitors have managed to set aside the aforesaid
Summary Judgement against all the Defendants. As the dispute is
on the amount claimed by MBB, Interlocutory Judgement was
instead entered by consent with amount to be assessed before the
Senior Assistant Registrar based on the rate as specified in the
letter of offer dated 19 August 2000. MBB will not be enforce or
execute the aforesaid interlocutory Judgement until the amount
to be calculated is agreed upon by the parties. The Senior
Registrar of the Muar High Court will fixed the assessment of
the actual amount due to the Plaintiff on 9 May 2003.
3. Bumiputra-Commerce Bank Berhad - VS- MMWF at Muar High Court
Suit No. : 23-76-2001
Hearing date : An application to amend the Writ of Summons and
Statement of Claims dated 16 May 2002 and application for
Summary Judgement which was fixed for hearing of the Order 14
Application on 20 June 2002 has fixed for decision on 23 August
2002.
Decision : The Judgement was obtained on 23 August 2002, the
plaintiff's application for Summary Judgement against the
defendants were allowed by the Senior Assistant Registrar.
Notice of Appeal was filed and the hearing date was fixed on 9
December 2002. The next hearing date for the appeal which was
fixed on 6 February 2002 has postponed to 19 May 2003.
4. Bank Pembangunan & Infrastruktur Malaysia Berhad ("BPIMB") -
VS - MMWF & TSHB
Suit No. : 23-54-2002
Status of the suit : Memorandum of Appearance was filed on 25
July 2002 and the solicitors had filed in defense on 8 August
2002. Hearing date was fixed on 28 November 2002. The BPIMB had
filed an application for Summary Judgement under Order 14 of the
Rules of the High Court 1989 together with the necessary
affidavit in support of application for the aforesaid sum. The
next hearing date has been postponed from 15 January 2003 to 20
February 2003 and subsequently to 20 March 2003.
Decision : Base on the outcome of the hearing dated 20 March
2003, Judgement in default has been obtained against MMWF &
TSHB. The Solicitors have to file in the appeal within 14 days
to the Judge in Chambers.
TRANS CAPITAL: BNM Conditionally Approves Proposes Acquisition
--------------------------------------------------------------
Further to the announcement made on 31 July 2002 in relation to
the Proposed Corporate and Debt Restructuring Scheme, which
comprises the following:
- 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.
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of Trans Capital Holding Berhad
and AWC Facility Solutions Berhad (AWC), announced that Bank
Negara Malaysia (BNM) has vide its letter dated 21 February 2003
(which was received on 25 March 2003) approved the proposed
acquisition of 49% of the issued and paid-up share capital of
M&C Engineering & Trading (S) Pte Ltd (M&C(S)) comprising
245,000 shares of SGD1.00 each for a purchase consideration of
RM4,165,000 to be wholly satisfied by the issue of 6,941,667 new
Shares in AWC, at an issue price of RM0.60 per Share. The
approval is subject to the following conditions:
(a) AWC is to repatriate back to Malaysia all dividends,
profits or interest and proceeds from the sale of investments,
once the dividends, profits or interest are paid or when the
investments are sold and to inform the Foreign Exchange Control
Department (FECD) of such occurrence;
(b) AWC is to furnish the FECD with a quarterly statement on
its foreign investments sum and loans to non-residents (if any).
The quarterly statement must be received by the FECD within one
(1) month after the end of each reporting quarter; and
(c) AWC is to furnish the FECD with a copy of the annual
financial statements of AWC and M&C(S) once such financial
statements are available.
UNIPHOENIX CORP.: Appoints Nomination, Remuneration Committees
--------------------------------------------------------------
The Board of Directors of Uniphoenix Corporation Berhad wishes
to announce the appointment of both Datuk Jaafar Bin Abu Bakar
and Mr. Chan Seng Chow as members of both the Nomination and
Remuneration Committees with immediate effect.
The two (2) aforesaid committees will be reconstituted as
follows:
(1) Encik Azri Bin Ahmad - Chairman (Independent & Non
Executive)
(2) Datuk Jaafar Bin Abu Bakar (Executive)
(3) Chan Seng Chow (Independent & Non Executive)
The Troubled Company Reporter - Asia Pacific reported early this
year that the Company has entered into a conditional
Restructuring Agreement with Irama Spektrum Sdn Bhd (ISSB) to
undertake the following proposals:
(i) Proposed Acquisitions);
(ii) Proposed Revaluation Exercise;
(iii) Proposed Bonus Issue;
(iv) Proposed Capital Reduction and Consolidation;
(v) Proposed Share Exchange;
(vi) Proposed Debt Restructuring;
(vii) Proposed Restricted Offer for Sale;
(viii)Proposed Transfer of Listing Status; and
(ix) Proposed Exemption.
Go to http://www.bankrupt.com/misc/TCRAP_UCP0121.docfor further
information on the Proposals.
UNIPHOENIX CORPORATION: Elects Chan Seng Chow as Director
---------------------------------------------------------
Uniphoenix Corporation Berhad posted this Change in Boardroom
Notice:
Date of change : 27/03/2003
Type of change : Appointment
Designation : Director
Directorate : Independent & Non Executive
Name : Chan Seng Chow
Age : 36
Nationality : Malaysian
Qualifications : Member of the Malaysian Institute of Accountant
and the Malaysian Institute of Certified Public Accountant since
1992.
Working experience and occupation :
Mr. Chan is presently a chartered accountant and also a director
of a corporate consultancy firm. He has 15 years of working
experience in the field of finance and accounting as well as
audit experience in a big five audit firm. He was a General
Manager, Finance Division of a property based company and Group
Finance Manager of a manufacturing company, both listed on the
KLSE.
Directorship of public companies (if any) : EKOVEST BERHAD and
KNUSFORD BERHAD
Family relationship with any director and/or major shareholder
of the listed issuer : No
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
UNITED ENGINEERS: Enters Proposed Restructuring Agreement
---------------------------------------------------------
AmMerchant Bank Berhad, on behalf of the Board of Directors of
Intria Berhad (Intria), announced that on 27 March 2003, Intria
has entered into a heads of agreement (Agreement) with United
Engineers (Malaysia) Berhad (UEM), Global Converge Sdn Bhd
(Newco) and Renong Berhad (Renong) (Parties). The Agreement aims
to confirm the general understanding of the parties involved and
to summarize their discussions on a group wide restructuring
scheme of UEM, which includes, amongst others, the consolidation
of the group's construction and engineering business (Proposed
Corporate Restructuring of UEM).
The Proposed Corporate Restructuring of UEM shall consist of
proposals that fall under 2 phases, namely, Phase One and Phase
Two (as detailed below) which will be effected concurrently.
However, this announcement focuses on the restructuring scheme
for Intria, which is embodied in the Phase One proposals.
PHASE ONE
(a) the proposed scheme of arrangement between UEM, Intria,
Projek Penyelenggaraan Lebuhraya Berhad (Propel) and the
shareholders of Propel under section 176 of the Companies Act,
1965 to take Propel private (Proposed Propel Scheme);
(b) the proposed internal restructuring scheme between UE
Construction Sdn Bhd (UEC) and UEM to streamline the engineering
and construction core business of UEC (Proposed UEC
Restructuring) and the proposed acquisition of UEC by Intria
(Proposed Acquisition of UEC); and
(c) the renaming of Intria to UEM Builders Berhad or such other
name as may be determined by the parties involved (Proposed Name
Change)
(collectively referred to as "Phase One Proposals" or the
"Proposed Intria Scheme").
PHASE TWO
(a) the proposed partial settlement of the Renong SPV Bond which
includes the proposed restructuring of the outstanding balance
of the same (Proposed Settlement of the Renong SPV Bond);
(b) the proposed scheme of arrangement with the shareholders of
Renong under section 176 Companies Act,1965 to take Renong
private which involves Newco; and
(c) the proposed transfer by way of a scheme of arrangement by
UEM of its interest in certain companies to Newco (Proposed
Acquisition of Core Businesses and Designated Investments)
(collectively referred to as "Phase Two Proposals" or "Proposed
Renong Scheme).
THE PHASE ONE PROPOSALS
The Proposed Intria Scheme consists of the following:
Proposed Propel Scheme
The purpose of the Proposed Propel Scheme is for the
privatization of Propel by a reorganization of the capital of
Propel resulting in Intria becoming the owner of all the issued
ordinary shares of Propel with a view of creating a significant
construction and engineering group of companies with Intria at
the helm. The Proposed Propel Scheme will be carried out by way
of a scheme of arrangement pursuant to section 176 of the
Companies Act, 1965 between Intria, UEM, Propel and the
shareholders of Propel.
Details of the Proposed Propel Scheme
The Proposed Propel Scheme shall inter alia comprise:
(a) the cancellation of all of the issued share capital of
Propel of 70,000,000 ordinary shares of RM1.00 each pursuant to
section 64 of the Companies Act, 1965 and forthwith and
contingent upon such cancellation taking effect and the
completion of the steps set out in paragraphs (b) (i) and (ii)
below, the issue to Intria by Propel of 70,000,000 new ordinary
shares of RM1.00 each in Propel credited as fully paid up,
resulting in Propel becoming a wholly owned subsidiary of
Intria;
(b) the settlement to the existing shareholders of Propel other
than UEM through:
(i) a cash payment by Intria of RM1.00 and the issue by
Intria of two (2) new ordinary shares of RM1.00 each at an issue
price of RM1.00 each which shall be credited as fully paid up to
the shareholders of Propel for every one (1) existing Propel
share held (Settlement Option 1); or
(ii) a cash payment by UEM of RM0.70 and the transfer by UEM
of one (1) Plus Expressways Berhad ordinary share to such
shareholders of Propel for every one (1) existing Propel share
held (Settlement Option 2);
(c) the settlement by Intria to UEM:
(i) in respect of the existing shares in Propel currently
held by UEM, on the basis set out in paragraph (b)(i) above; and
(ii) in respect of shares in Propel of the other shareholders
of Propel who have elected to accept settlement in the manner
set out in paragraph (b)(ii) above, on the basis set out in
paragraph (b)(i) above and UEM shall be deemed to have
beneficial interest in the Propel shares.
(d) Propel shall thereafter be de-listed from the Main Board of
Kuala Lumpur Stock Exchange (KLSE) in accordance with the KLSE
Listing Requirements.
The Parties recognize that the Proposed Propel Scheme as
finalized between the Parties shall be subject to the
shareholders of Propel approving the Proposed Propel Scheme and
the High Court of Malaya confirming the finalized Proposed
Propel Scheme pursuant to section 176 of Companies Act, 1965.
Based on the audited consolidated financial statements of Propel
for the financial year ended 31 December 2002, the net tangible
asset value (NTA) of Propel was RM166.7 million or RM2.38 per
share and the profit after taxation and minority interest (PAT)
of Propel was RM26.5 million.
Therefore, the purchase consideration of RM210 million or
approximately RM3.00 per share represents a premium of RM43.3
million or RM0.62 per share or 26% over the audited consolidated
NTA of Propel as at 31 December 2002.
In addition, the purchase consideration of approximately RM3.00
per ordinary share of Propel represents a premium of RM0.69 or
29.9% over the 5 day weighted average price of Propel shares as
traded on the KLSE ended 25 March 2003 (being the last full
trading day of Propel shares preceding the date of the
Agreement) of RM2.31.
The weighted average market price of Intria shares for the 5
market days prior to 25 March 2003, the date of the Agreement,
was RM0.79.
Pursuant to the Proposed Propel Scheme, Intria will not be
assuming any liability.
The original cost of investment of UEM in Propel was RM13.2
million, which shares were acquired between 1988 and 1994.
The issue price of RM1.00 per Intria share for the Proposed
Propel Scheme is proposed after considering, amongst others, the
par value of Intria Shares of RM1.00 each.
Proposed UEC Restructuring
As part of the Proposed Intria Scheme, there will be an internal
restructuring scheme between UEC and UEM which aims at
streamlining and consolidating the construction and engineering
core business of UEM. This would involve the following:
(a) the acquisition by UEM from UEC of the entire effective
interest in Kualiti Alam Holdings Sdn Bhd (KAH) free from all
claims, charges, liens, encumbrances and equities together with
all rights attached thereto on the basis of the carrying value
of KAH in UEC as at 31 December 2002 at an indicative purchase
consideration of RM83,700,000 (Proposed Acquisition of KAH by
UEM) which will, upon completion, result in KAH becoming a
wholly owned subsidiary of UEM; and
(b) the acquisition by UEC from UEM of the remaining
3,500,003 ordinary shares of RM1.00 each representing fifty
percent (50.0%) of the issued and paid up share capital of Pati
Sdn Bhd (PSB) not already owned by UEC free from all claims,
charges, liens, encumbrances and equities together with all
rights attached thereto on the basis of the NTA of PSB as at 31
December 2002 at an indicative purchase consideration of
RM55,000,000 (Proposed Acquisition of PSB by UEC), which will,
upon completion, result in PSB becoming a wholly owned
subsidiary of UEC.
The proposals relating to the internal restructuring of the
construction and engineering business of UEM which include the
Proposed Acquisition of KAH by UEM and the Proposed Acquisition
of PSB by UEC shall collectively be referred to as the Proposed
UEC Restructuring.
Proposed Acquisition of UEC
Intria and UEM shall enter into a sale and purchase agreement
for the acquisition by Intria from UEM of the entire equity
interest in UEC, free from all claims, charges, liens,
encumbrances and equities together with all rights attached
thereto, save for net dividends totaling RM28.5 million declared
in respect of the financial year ended 31 December 2002, at an
indicative purchase consideration of RM156.3 million. This will
be satisfied as follows:
(a) the issue by Intria to UEM of 45.6 million new ordinary
shares of RM1.00 each at par; and
(b) the balance in cash which amount will, on the basis that
the Proposed Propel Scheme is completed, be satisfied through
the assumption by Intria of the inter-company debt of RM110.7
million currently owing by UEM to Propel as at 31 December 2002.
Based on the audited financial statements as at 31 December
2002, the proforma PAT and NTA of UEC pursuant to the Proposed
UEC Restructuring were RM20.3 million and RM112.3 million
respectively. The purchase consideration of RM156.3 million
represents a premium of RM44.0 million or 39.2% over the
proforma NTA of UEC.
The cost of investment of UEM in UEC which was invested in 1986
and 1991 amounted to RM1.2 million (This excludes the cost of
the Proposed Acquisition of PSB by UEC as detailed in Section
2.2 (b)).
Pursuant to the Proposed Acquisition of UEC, save as disclosed
above, Intria will not be assuming any liability.
The issue price of RM1.00 per Intria share for the Proposed
Acquisition of UEC is proposed after considering, amongst
others, the par value of Intria Shares of RM1.00 each.
Proposed Name Change
Upon completion of the Proposed Acquisition of UEC, Intria shall
be renamed UEM Builders Berhad (UEM Builders) or such other name
as may be determined by the Parties.
Ranking of the New Intria shares
The new Intria ordinary shares to be issued pursuant to the
Proposed Propel Scheme and the Proposed Acquisition of UEC will,
upon issue and allotment, rank pari passu in all respects with
the then existing ordinary shares of Intria in issue except that
they shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date of which is
prior to the date of allotment of the new Intria ordinary shares
issued pursuant to the Proposed Propel Scheme and Proposed
Acquisition of UEC.
Source of Funding
The cash payment by Intria of RM1.00 for every one (1) existing
Propel share held as detailed in section 2.1 will be raised from
internally generated funds.
RATIONALE OF THE PROPOSED INTRIA SCHEME
The Proposed Intria Scheme is a part of the UEM Group wide
restructuring scheme which, amongst others, involves the
consolidation of UEM's engineering and construction (E & C)
business within a corporate structure involving Intria, Propel
and UEC. The Proposed Intria Scheme serves to substantially
eliminate the current duplication of activities in relation to
construction related businesses within the UEM Group. The
consolidated business represented by the restructured Intria
Group i.e. UEM Builders would be the E & C flagship of UEM
Group. This flagship would be well placed to capitalize on the
resultant synergistic values.
The Proposed Intria Scheme is expected to improve the financial
performance and cash flow of the Intria Group. Intria Group's
earnings base would be enhanced and broadened with the inclusion
of expressways maintenance and construction businesses via
Propel and UEC respectively.
INFORMATION ON INTRIA, UEC, PROPEL, KAH, PSB AND UEM
Information on Intria
Intria was incorporated on 7 October 1976 in Malaysia as a
private limited company under the name of Acidchem (Malaysia)
Sdn Bhd and subsequently converted into a public limited company
on 28 August 1989 under the name of Acidchem (Malaysia) Bhd. It
was officially listed on the KLSE on 1 November 1990 and adopted
its present name on 16 May 1996.
The authorized share capital of Intria as at 31 December 2002 is
RM2,000,000,000 comprising 2,000,000,000 ordinary shares of
RM1.00 each, of which 778,268,902 ordinary shares of RM1.00 each
have been issued and fully paid-up.
The Intria group is principally involved in civil engineering
and construction, management services and toll-road management,
maintenance and operation.
For the financial year ended 31 December 2002, Intria achieved
an audited consolidated PAT of RM30.6 million and NTA of RM385.6
million.
Information on UEC
UEC was incorporated in Malaysia on 15 November 1985 as a
private limited company.
The authorized share capital of UEC as at 31 December 2002 is
RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each,
of which 1,200,000 ordinary shares of RM1.00 each have been
issued and fully paid-up.
The principal activity of UEC is to act as contractors for the
execution of construction and engineering works. Through its
subsidiaries, UEC is involved in scheduled waste management as
well as the construction and maintenance of expressway.
UEC is a wholly owned subsidiary of UEM. Its subsidiaries
currently include UEM (Mauritius) Co. Ltd., Finwares Sdn Bhd, UE
Development India Pvt. Ltd, Kualiti Alam Holdings Sdn Bhd and
Kualiti Alam Sdn Bhd. Pursuant to the completion of the Proposed
UEC Restructuring, the UEC Group will comprise UEC, PSB, UEM
(Mauritius) Co. Ltd., Finwares Sdn Bhd and UE Development India
Pvt. Ltd.
No consolidated financial statements have been prepared for UEC
Group. For the financial year ended 31 December 2002, UEC
achieved an audited PAT of RM19.2 million and NTA of RM134.7
million. A final net dividend of RM28.5 million in respect of
the financial year ended 31 December 2002 has been declared and
is payable during the financial year ending 31 December 2003
prior to the completion of the Proposed Acquisition of UEC.
Further information on UEC is set out in Tables 1, 2 and 3.
Information on Propel
Propel was incorporated in Malaysia on 2 July 1988 as a private
limited company under the name of Projek Penyelenggaraan
Lebuhraya Sdn Bhd. It was converted to a public limited company
and assumed its present name on 9 November 1993. Propel was
officially listed on the KLSE on 15 August 1994.
The authorized share capital of Propel as at 31 December 2002 is
RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00
each, of which 70,000,000 ordinary shares of RM1.00 each have
been issued and fully paid-up.
The principal activities of Propel are to carry on the business
of construction, maintenance and repair of civil, mechanical and
electrical works of roads, infrastructures and expressways. The
principal activities of its subsidiaries consist of, amongst
others, soil and land investigation and laboratory testing
works.
For the financial year ended 31 December 2002, Propel achieved
an audited consolidated PAT of RM26.5 million and its
consolidated audited NTA was RM166.7 million.
Further information on Propel is set out in Tables 4, 5 and 6.
Information on KAH
KAH was incorporated in Malaysia on 29 January 1996 as a private
limited company.
The authorized share capital of KAH as at 31 December 2002 is
RM100,000,000 comprising 50,000,000 ordinary shares of RM1.00
each and 50,000,000 redeemable cumulative preference shares of
RM1.00 each, of which 20,000,000 ordinary shares of RM1.00 each
and 44,307,740 redeemable cumulative preference shares of RM1.00
each have been issued and fully paid-up.
KAH is currently a wholly owned subsidiary of UEC. UEC will
cease to have an equity interest in KAH pursuant to the Proposed
UEC Restructuring.
The principal activity of KAH is investment holding. KAH has a
wholly owned subsidiary, Kualiti Alam Sdn Bhd (KASB) which is
involved in the collection, transportation, treatment and
disposal of scheduled waste.
No consolidated financial statements have been prepared for KAH
since the financial year ended 31 December 2000. For the
financial year ended 31 December 2002, KAH achieved an audited
PAT of RM1.6 million and NTA of RM64.3 million. For the
financial year ended 31 December 2002, KASB's audited PAT and
NTA were RM6.5 million and RM70.6 million respectively.
Information on PSB
PSB was incorporated in Malaysia on 27 August 1988 as a private
limited company.
The authorized share capital of PSB as at 31 December 2002 is
RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00
each, of which 7,000,006 ordinary shares of RM1.00 each have
been issued and fully paid-up.
UEM currently has a 50% equity interest in PSB, whilst the
balance 50% is held by UEC. Pursuant to the Proposed UEC
Restructuring, PSB will become a wholly owned subsidiary of UEC.
The principal activity of PSB is that of civil engineering works
and building construction. Its subsidiaries are involved in
quarrying, manufacturing and distribution of pre mix and related
products.
For the financial year ended 31 December 2002, PSB achieved an
unaudited consolidated PAT of RM3.8 million and NTA of RM111.8
million.
Further information on PSB is set out in Tables 7, 8 and 9.
Information on UEM
UEM was incorporated in Malaysia on 10 March 1966 under the
Companies Ordinance 1940-1946 as United Engineers (Malaysia)
Limited and on 15 April 1966 changed its name to United
Engineers (Malaysia) Sdn Bhd. On 3 June 1975, it was converted
to a public limited company and assumed its present name. UEM
was officially listed on the KLSE on 10 July 1975 and
subsequently removed from the Official List of the KLSE on 15
October 2001 following the takeover by Syarikat Danasaham Sdn
Bhd.
The authorized share capital of UEM as at 31 December 2002 is
RM500,000,000 comprising 1,000,000,000 ordinary shares of RM0.50
each, of which 817,088,621 ordinary shares of RM0.50 each have
been issued and fully paid-up.
The principal activities of UEM is that of project design,
management and contracting in the fields of civil, electrical
and mechanical engineering, the undertaking of turnkey projects
and investment holding.
The UEM Group is principally engaged in the following activities
through its subsidiaries and associates is involved in
expressways operations; engineering and construction;
healthcare; environmental services; hotel and property
development; project management; cement manufacturing;
transportation and technology; investment holding;
telecommunication, power and other related engineering services;
and oil and gas support services.
The directors and substantial shareholders of UEM are set out in
Tables 10 and 11.
For the financial year ended 31 December 2002, UEM achieved an
audited consolidated PAT of RM3,586.3 million and NTA of
RM5,229.6 million.
INTER-CONDITIONALITY
The Proposed UEC Restructuring and the Proposed Acquisition of
UEC (collectively referred as Proposed UEC Consolidation) shall
be conditional upon each of the said components becoming
unconditional and becoming capable of completion in accordance
therewith except that at point of completion, the Proposed UEC
Restructuring shall be completed before completion of the
Proposed Acquisition of UEC.
The Proposed Propel Scheme is not interconditional with the
Proposed UEC Consolidation. Intria and UEM shall, in the event
the Proposed Propel Scheme does not proceed towards completion,
enter into such further and other agreements to streamline the
engineering and construction business so as not to depart from
the principal objectives of the Parties.
The Proposed Propel Scheme, the Proposed UEC Consolidation and
the Phase Two Proposals (being the Proposed Renong Scheme) are
not interconditional with one another. For the avoidance of
doubt, the Proposed Propel Scheme, the Proposed UEC
Consolidation and the Proposed Renong Scheme will each
independently proceed towards completion notwithstanding that
the other phase is not completed for any reason whatsoever.
EFFECTS OF THE PHASE ONE PROPOSALS
The effects of the Proposed Intria Scheme on Intria are as
follows:
Share Capital
Please refer to Table 12.
Shareholding Structure
The shareholding structure of Intria will vary according to the
settlement options elected by Propel shareholders, as set out in
Table 13.
NTA
Please refer to Table 14.
Earnings
The Proposed Intria Scheme is not expected to have a material
impact on the earnings of Intria for the financial year ending
31 December 2003. The Proposed Intria Scheme is expected to
contribute positively to the earnings of Intria for the
financial year ending 31 December 2004 and thereafter.
The Proposed Intria Scheme is envisaged to bring synergistic
values from the complementary businesses through the combined
track record of the engineering and construction activities.
Dividend
For the financial year ended 31 December 2002, no dividend was
declared and paid by Intria. The future dividend policy of
Intria will depend on the financial position of the Company at
the relevant time, taking into account the performance and cash
resources of the Intria Group.
WAIVER FROM THE MANDATORY TAKE-OVER OFFER
UEM's shareholding in Intria as a result of the Proposed Intria
Scheme will increase by more than 2% of the issued and paid-up
share capital of Intria over a six (6) month period, the exact
increase will vary according to the settlement options elected
by Propel shareholders.
Depending on whether Settlement Option 1 or Settlement Option 2
is elected by Propel shareholders, upon the completion of the
Phase One Proposals, UEM will increase its shareholdings in
Intria from the existing 347.5 million shares or 44.6% to
between 471.8 million shares (48.9%) and 533.1 million shares
(55.3%).
Pursuant to Part II of the Malaysian Code on Takeover and
Mergers 1998 (the Code), UEM and parties acting in concert will
be required to extend an unconditional mandatory take-over offer
to acquire remaining shares of Intria. UEM will be seeking a
waiver pursuant to the Code from the abovementioned take-over
obligation (Proposed Waiver).
PROSPECTS
In the fourth quarter of 2002, the momentum of growth in the
Malaysian economy was sustained, with real GDP on an annual
basis increasing by 5.6% (3Q: 2002: 5.8%). The main impetus to
growth emanated from stronger growth in private consumption and
continued recovery in exports and investment. Growth was also
broad-based and expansion was recorded in all sectors of the
economy, with growth in the services and mining sectors
accelerating, whilst output growth in the manufacturing sector
remained favorable.
For the year 2002 as a whole, real GDP expanded by 4.2%,
supported by strong domestic and improved external demand
conditions. The improved economic performance was attained
amidst a low inflation environment and stable labor market
conditions. The improved fundamentals would enable the private
sector to resume the role in leading growth. Malaysia's
strengthened fundamentals have enhanced the economy's resilience
to any development emanating from the external sector. (Source:
Bank Negara Malaysia - Economic & Financial Developments in the
Malaysian Economy in the Fourth Quarter of 2002).
Growth in the construction sector continued to be bolstered by
projects implemented under the fiscal stimulus programmed and
housing development, thus contributing to a stronger growth of
3.8% in 2002. The construction sector is envisaged to record a
higher growth of 4.5% in 2003. Public sector infrastructure
projects in health and education sub-sectors in particular, as
well as for rural development, will continue to drive the
sector. Housing development is also expected to contribute
significantly to growth in the sector in view of the increasing
demand, especially for low and medium cost houses. (Source:
Economic Report 2002/2003)
UEM Builders, being the new flagship of the E & C division
within the UEM Group (New E & C Flagship) pursuant to the Phase
One Proposals, will focus in the construction and engineering
businesses. Pursuant to the Phase One Proposals, UEM Builders in
seeking new opportunities, will be able to capitalize on
synergies derived from the combined entities which have
substantial resources and expertise. UEM Builders will continue
to bid for projects and strive for greater market share. UEM
Builders intends to improve the overall operational efficiency,
strengthen networking and marketing efforts and leverage and
build upon the experience and expertise of the group.
The prospects of UEM Builders moving forward will largely be
dependent on the performance of the Malaysian economy, which
will be to an extent affected by the global and regional
economy. With the Malaysian Government's emphasis on
infrastructure development, the E & C industry as a whole is
expected to benefit with increased activities. UEM Builders will
be in a strong position to capitalize on these opportunities.
RISK FACTORS IN RELATION TO THE PHASE ONE PROPOSALS
The Proposed Intria Scheme is subject to various risks
associated with the businesses of UEC and Propel, which include
but are not limited to the general risks inherent in the
industries of UEC and Propel, economic, political and regulatory
considerations, project risks, competition, fluctuations in
selling prices and materials costs etc. Further details on the
risks factors will be set out in the circular to shareholders of
Intria to be issued in due course.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
To the best knowledge of the directors of Intria, save as
disclosed below, none of the directors, substantial shareholders
of Intria or any other persons connected with them has any
interest, direct or indirect, in the Phase One Proposals.
The following directors of Intria are deemed to have an interest
by virtue of being UEM- nominated director and/ or common
directorships held:
(a) Datuk Abu Hassan bin Kendut who is the Chairman/ Non In
dependent director of Intria, and a director of UEM and UEC;
(b) En. Aminuddin Yusof Lana who is the Managing Director of
Intria;
(c) En. Abdul Wahid bin Omar who is a director of Intria, UEM
and Propel;
(d) Dato' Anwarrudin Ahamad Osman who is a director of Intria
and UEC;
(e) En. Badrul Feisal bin Abdul Rahim who is a director of
Intria and UEC; and
(f) Dato' Mohd Nor bin Idrus who is a director of Intria and
UEC.
None of the directors of Intria has any equity interest in UEC
or Propel.
UEM currently owns 347.5 million ordinary shares of RM1.00 each
in Intria representing 44.6% of the Company. UEM wholly owns UEC
and also owns 39.3 million ordinary shares of RM1.00 each
(56.2%) in Propel.
Details of the directors of Intria and their shareholdings are
set out in Table 15.
BOARD OF DIRECTORS' RECOMMENDATION
The interested Directors as disclosed in Section 10 above have
abstained and will continue to abstain from participation at the
Intria Board of Directors' deliberation and voting on the
Proposed Intria Scheme.
Save as disclosed above, the Board of Directors of Intria, are
of the view that the Proposed Intria Scheme would be in the best
interest of Intria.
APPROVALS REQUIRED
The Proposed Intria Scheme is subject to the approvals/sanction
of the following:
(a) the Securities Commission in respect of the Proposed
Propel Scheme, the Proposed Acquisition of UEC and Proposed
Waiver;
(b) the Foreign Investment Committee in respect of the
Proposed Propel Scheme, the Proposed UEC Restructuring and the
Proposed Acquisition of UEC;
(c) the KLSE in respect of the listing of and quotation for
the new ordinary shares of Intria issued pursuant to the
Proposed Propel Scheme and Proposed Acquisition of UEC;
(d) the approval of the shareholders of Propel in respect of the
Proposed Propel Scheme;
(e) the shareholders of Intria for the Proposed Propel
Scheme, the Proposed Acquisition of UEC, Proposed Name Change
(if applicable) and the Proposed Waiver;
(f) the orders of the High Court of Malaya under Section 176
of the Companies Act, 1965 in respect of the Proposed Propel
Scheme; and
(g) any other relevant authorities or parties.
ESTIMATED TIME FRAME FOR COMPLETION AND SUBMISSION TO THE SC
The application to the SC in relation to the Proposed Intria
Scheme will be made within three (3) months from the date of
this announcement.
Barring unforeseen circumstances, the Proposed Intria Scheme is
expected to be completed during the financial year ending 31
December 2003.
DEPARTURE FROM SC'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES
The Board is not aware of any departure from the SC's Policies
And Guidelines On Issue/Offer Of Securities in undertaking the
Proposed Intria Scheme.
ADVISERS
The Board of Directors of Intria has appointed AmMerchant Bank
Berhad as the Adviser to the Proposed Intria Scheme.
Further to that, in respect of Section 10 above, the Proposed
Intria Scheme is deemed to be related party transactions as per
Part E of Chapter 10 of the KLSE Listing Requirements and
accordingly independent advisers are required to advise the
minority shareholders of Intria on the Proposed Intria Scheme.
Southern Investment Bank Berhad has given its consent to act as
Independent Adviser for the minority shareholders of Intria.
DOCUMENTS AVAILABLE FOR INSPECTION
The Agreement is available for inspection at the Registered
Office of the Company during normal office hours from Monday to
Friday (except public holidays) for a period of two weeks
commencing from the date of this announcement.
Go to http://bankrupt.com/misc/TCRAP_UEM0331.docfor Tables 1 to
15.
=====================
P H I L I P P I N E S
=====================
BALABAC RESOURCES: Saturn May Acquire 25% Stake
-----------------------------------------------
Saturn Holdings Inc., a member company of the Lucio Tan Group,
has executed a formal deal to acquire 25 percent of the shares
of Balabac Resources & Holdings Co. Inc. worth 1.231 billion
pesos, the Philippine Star reports. The closing of the is still
subject to an exemption from the tender offer rule from the
Securities and Exchange Commission, along with the increases in
its capital stock to 5 billion pesos. The agreement requires the
Company to wipe out its deficit of 391.629 pesos million and to
cancel subscription receivables worth 55.463 million pesos.
Balabac was incorporated to primarily engage in oil exploration
and mineral development projects but later, in 1997, diversified
and changed its primary purpose to that of a holding company,
making real estate development and oil exploration among its
secondary purposes.
MANILA ELECTRIC: S&P Cuts Rating to 'B-'; Outlook Negative
----------------------------------------------------------
Standard and Poor's Ratings Services had lowered its foreign
currency corporate credit rating on Manila Electric Co.
(Meralco) to 'B-' from 'B+'. The rating was also removed from
CreditWatch where it was placed with negative implications in
November 2002. The outlook on the rating is negative. The rating
action primarily reflects growing liquidity pressures on Meralco
and a very difficult business environment.
Commenting on a decision by the Energy Regulatory Commission on
March 21, 2003 on a rate unbundling application prepared by the
company, Standard & Poor's noted that the 5.4 centavo base rate
increase awarded by the commission falls significantly below the
Philippine peso (PhP) 1.12 requested by the company. "With this
level of increase Meralco is unlikely to materially improve its
weak business position," said Standard & Poor's director, Mary
Ellen Olson. Furthermore, the prospects for immediate cash flow
relief have diminished as a result of the relatively long
recovery period mandated for the collection of PhP5.8 billion in
deferred and unbilled revenue.
Meralco has about PhP9 billion in short-term debt maturing over
the next 12 months and PhP5 billion of long-term debt due before
the end of 2003. In addition, the company's capital expenditure
is expected to rise to PhP10 billion in 2003. "With limited cash
flow, a portion of this capital spending will either have to be
put on hold or financed through debt. Neither option will help
Meralco improve its business position," said Ms. Olson.
Standard & Poor's negative outlook on Meralco also reflects
uncertainty about Meralco's future operating performance. Major
concerns include the amount and timing of customer refunds
mandated by the Supreme Court in November 2002-estimated at
between PhP8 billion and PhP 28 billion-and the outcome of a
PhP15 billion dispute currently in progress with National Power
Corp. Also in question is Meralco's ability to finance unfunded
pension liabilities, which were estimated at PhP5 billion in
December 2002.
"Given the many pressures facing Meralco, it is possible that
the Company will look to restructure debt that matures over the
next 18 months," said Ms. Olson. Also of concern is Meralco's
failure to publish its 2002 financial accounts, which will be
delayed until June 2003. The recent appointment of Citibank NA
and Bank of the Philippine Islands to perform a financial review
of Meralco also highlights the financial uncertainty surrounding
the Company.
NATIONAL POWER: Meralco Demands P8.314B Payment
-----------------------------------------------
Manila Electric Co. has submitted a demand letter to the
National Power Corp. seeking payment of claims worth 8.314
billion pesos, AFX Asia reports.
Meralco said its claim covers penalties for Napocor's failure to
provide services to Meralco's independent power producers, a 50
percent penalty for excess imbalance and other charges, and the
failure to turn over directly connected customers. The claim
also includes compensation of US$26.964 million for Napocor's
delayed commissioning of Quezon Power Corp's transmission line.
Officials of Napocor were not immediately available to comment.
NEGROS NAVIGATION: Seeking Strategic Partner
--------------------------------------------
Metro Pacific Corp unit Negros Navigation Co Inc (Nenaco) is
seeking a strategic partner to finance its expansion plan,
Malaya Newspaper and AFX Asia reported, quoting Nenaco's Chief
Adviser to the President Seumas Gallacher.
Nenaco is currently in talks with several foreign and local
investors, some of whom are offering an outright partnership.
Gallacher said another prospective investor is offering hard
assets such as ships. Metro Pacific also intends to keep a 51-67
percent stake in Nenaco, against the current 98 percent.
Gallacher said Nenaco is seeking to raise 600 million-3 billion
pesos for capital expenditure this year.
PHILIPPINE LONG: SC Upholds Tax Ruling
--------------------------------------
The Supreme Court upheld an earlier decision holding that
Philippine Long Distance Telephone Co. (PLDT) must pay a
franchise tax of 3.681 million pesos owed to Davao City, the
Manila Bulletin reports.
In 1999, PLDT applied for a mayor's permit to operate the Davao
Metro Exchange, but it was first required to pay the franchise
tax. PLDT challenged the city government's assessment and
demanded a refund of its franchise tax payments in 1997 and the
first three quarters of 1998.
In the ruling, the Supreme Court rejected with finality PLDT's
claim that it was exempt from the local government franchise tax
following the passage of RA 7925. PLDT claimed that the Republic
Act, which took effect in 1995 and liberalized the telecom
sector, authorized tax exemptions for telcos. The Supreme Court
ruled, however, that "tax exemptions should be granted by clear
and unequivocal provision of law expressed in language too plain
to be mistaken."
QUEZON POWER: S&P Lowers Rating to 'B'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services had lowered its corporate
credit rating on Quezon Power (Philippines) Ltd. Co. (Quezon
Power) to 'B' from 'B+'. The rating was also removed from
CreditWatch where it was placed with negative implications in
November 2002. The outlook on the rating is negative.
The rating action follows a downgrade on Manila Electric Co.
(Meralco; foreign currency rating, B-/Negative/--) on Thursday
because of growing liquidity pressures. Meralco is an offtaker
for Quezon Power's electricity under a long-term power purchase
agreement (PPA).
Quezon Power owns a 470-megawatt (net) base load, pulverized
coal-fired power plant and a 31-kilometer (km) transmission line
on the southeast coast of Luzon Island, about 150km southeast of
Manila. The company launched commercial operations in May 2000.
Quezon Power is a limited partnership owned indirectly by
affiliates of InterGen, Covanta Energy Corp. (D/--/--), Global
Power Investments LP, and PMR Ltd.
"Standard & Poor's is concerned that the liquidity pressures on
Meralco may eventually result in reduced payments to Quezon
Power, especially under the current power oversupply situation
in the Philippines," said Standard & Poor's director, Raymond
Woo. Despite the growing liquidity pressures on Meralco, as at
Feb. 28, 2003, Quezon Power had sufficient liquidity to meet its
debt service obligations for a further 12 months. Furthermore,
Meralco has been making timely, monthly payments to Quezon
Power.
DebtTraders reports that Quezon Power's 8.860 percent bond due
in 2017 (QUEZ17PHR1) trades between 71 and 75. For real-time
bond pricing, go
http://www.debttraders.com/price.cfm?dt_sec_ticker=QUEZ17PHR1
=================
S I N G A P O R E
=================
EXCEL MACHINE: Issues Update on Judicial Management Order
---------------------------------------------------------
The Board of Directors of Excel Machine Tools Ltd announced that
the joint petition for judicial management order (the Petition),
has been fixed to be heard before the High Court of Singapore on
14 April 2003. The Board will make an announcement immediately
upon the outcome of the hearing of the Petition.
FLEXTECH HOLDINGS: Enters Sale Agreement With Bernett Leung
-----------------------------------------------------------
On 23 September 2002, Flextech Holdings Limited announced that
it was conducting a comprehensive review and restructuring of
its business, operations and borrowings. The following agreement
is one of the company's initiatives pursuant to the
restructuring.
The Board of Directors of Flextech Holdings Limited announced
that Logicom Holdings Inc. LHI, its wholly-owned subsidiary, has
entered into a sale and purchase agreement with Mr Bernett Leung
Hing Yan (the Purchaser) on 28 February 2003, (the Sale
Agreement) in relation to the sale by LHI of its 7920 shares of
HK$1.00 each (the Sale Shares) in the capital of Bona Fide
(Holding) Company Limited Bona Fide HK, a company incorporated
in Hong Kong. Currently, LHI owns 11,220 shares, amounting to 51
percent of the total issued capital of Bona Fide HK. Upon
completion of the sale, LHI will own 3300 shares, amounting to
15 percent of the issued capital of Bona Fide HK. Bona Fide HK
will therefore, on completion, cease to be a subsidiary of the
Company.
Bona Fide HK is an investment holding company. Its subsidiaries
are engaged principally in the businesses of trading in
electronic components, marking and assembling of electro-optical
testing equipment, trading and contract manufacturing of LCD
panels and modules, DRAM and electric components trading.
Under the terms of the Sale Agreement, the total consideration
for the Sale Shares is HK$792,000, was arrived at on a willing
buyer and willing seller basis and is payable by installments.
Both LHI and the Purchaser also agreed that the sale when
completed should, for all intent and purposes, be deemed to be
effective from 1st October 2002.
The net tangible asset value of the Sale Shares as at 30
September 2002 is HK$925,000.
The company is the guarantor of certain bank borrowings of Bona
Fide HK. In connection with the sale of the Sale Shares, the
Purchaser and Bona Fide HK have also given written undertakings
to the company and LHI to, inter alia, (i) repay an overdraft
facility according to an agreed schedule, (ii) execute such
other security documentation as may be required by the lender to
secure letters of credit facility granted and (iii) procure that
the company be discharged as a guarantor by a specific date.
Bona Fide HK has also agreed to repay certain inter company
loans due to LHI in monthly installments.
The Sale Agreement is not expected to have a material effect on
the earnings and net tangible asset per share of the Flextech
Group for the financial year ending 31 December 2002.
None of the Directors or controlling shareholders of the company
has declared to the company that they have any interest, direct
or indirect, in the above transaction.
A copy of the Sale Agreement will be made available for
inspection at the company's registered office at 10 Collyer Quay
#19-08 Ocean Building, Singapore 049315 for a period of 3 months
from the date of this announcement.
ICO INVESTMENT: Enters Voluntary Liquidation
--------------------------------------------
Singapore Telecommunications Limited (SingTel) announced that
ICO Investment (Singapore) Pte Ltd (ICO), a wholly-owned
subsidiary of SingTel, and ST Mobile Investments Pte Ltd (ST
Mobile Investments), an indirect wholly-owned subsidiary of
SingTel, are in voluntary liquidation and have each appointed Ms
Yvonne Choo and Mr Tan Cher Liang of Lim Associates (Pte) Ltd as
their liquidators.
The principal activity of both ICO and ST Mobile Investments is
that of an investment holding company.
PAN-UNITED CORP.: Unit Enters Voluntary Liquidation
---------------------------------------------------
The Board of Directors of Pan-United Corporation Ltd announced
that the voluntary liquidation of Xinlong Cast Iron Pte Ltd XCI,
a wholly owned subsidiary of the Company. XCI was incorporated
in 1994 as an investment holding Company to invest in an
overseas joint venture. XCI had since divested its sole
investment. As such, the Company has decided to voluntarily wind
up XCI.
Messrs Chan Ket Teck, Timothy James Reid and Goh Thien Phong of
PricewaterhouseCoopers have been appointed liquidators to
conduct the voluntary liquidation of XCI. The above transaction
will not have a material impact on the consolidated net tangible
assets per share and earnings per share of the PUC Group for the
financial year ending 31 December 2003.
None of the Directors or substantial shareholders of the company
have any interest, direct or indirect, in the transactions.
PRESSCRETE HOLDINGS: Changes Composition of Audit Committee
------------------------------------------------------------
The Board of Directors of Presscrete Holdings Ltd announced the
following:
(i) Change in composition of Audit Committee
In compliance with Note 11 of the Code of Corporate Governance,
Mr. Wong Meng Khoon, Executive Director has stepped down as a
member of the Audit Committee. Mr. Gurbachan Singh, independent
director has been appointed as a member of the Audit Committee
in place of Mr. Wong Meng Khoon.
Subsequent to the above change, the Audit Committee comprises
the following members with effect from 26 March 2003:-
Mr. Soh Gim Teik (Chairman and independent director)
Assoc. Prof (Dr) Toh See Kiat (member and independent director)
Mr. Gurbachan Singh (member and independent director)
(ii) Formation of Nominating Committee
In compliance with Note 4.1 of the Code of Corporate Governance,
the Nominating Committee has been formed on 26 March 2003 with
the following members to ensure a formal and transparent process
for the appointment and re-election of directors:
Mr. Gurbachan Singh (Chairman and independent director)
Mr. Soh Gim Teik (member and independent director)
Assoc. Prof (Dr) Toh See Kiat (member and independent director)
Dr. Neo Roland Bah (member and executive director)
(iii) Formation of Remuneration Committee and Share Option
Committee
In compliance with Note 7.1 of the Code of Corporate Governance,
the Remuneration Committee and Share Option Committee have been
formed on 26 March 2003 with the following members to provide a
greater degree of objectivity in setting of remuneration:-
Mr. Gurbachan Singh (Chairman and independent director)
Mr. Soh Gim Teik (member and independent director)
Assoc. Prof (Dr) Toh See Kiat (member and independent director)
Dr. Neo Roland Bah (member and executive director)
Mr. Khoo Boo Tat (member and executive director)
===============
T H A I L A N D
===============
ABICO HOLDINGS: Resolves Non-Distribution of Dividend
-----------------------------------------------------
ABICO Holdings Public Company Limited informed the resolutions
of the Board of Directors Meeting of the Company No. 1/2003,
held on March 24, 2003, as follows:
1. It was resolved that the 2003 Annual General Meeting of
Shareholders be held on April 29, 2003 at 9:00 a.m. at Abico
Bldg., 6th Floor 401/1 Moo 8 Phaholyothin Road, Lumlookka,
Pathumthani 12130 to consider the agenda as follows:
1. To consider and certify the Minutes of the 2002 Annual
General Meeting of Shareholders.
2. To acknowledge and certify the operating results of the
Company during the year of 2002 financial statement for
the year ended 31 December 2002 and to approve the
Directors Report.
3. To consider and approve the non-distribution of dividend
in respect of the year 2002.
4. To consider and approve the directors who retire by
rotation and the directors remuneration.
5. To consider and approve the appointment of the auditors
and their remuneration.
6. To consider and certify loan and guarantee to the
subsidiaries and affiliated companies in the year of 2002.
7. To consider and approve loan to the subsidiaries and
affiliated companies not over Bt100 million and guarantee
to the subsidiaries and affiliated companies not over
Bt200 million in the year of 2003.
8. Other business (if any).
2. It was resolved that the share register book of the company
be closed from April 8, 2003 at 12:00 noon, until the conclusion
of the 2003 Annual General Meeting of Shareholders in order to
determine the shareholders entitlement to attend the meeting.
NATURAL PARK: Omits Dividend Payment, April 28 AGM Set
------------------------------------------------------
Natural Park Public Company Limited notified the resolutions of
the Board of Directors Meeting No. 1/2003, held on 25 March
2003, as follows:
1. Unanimous adoption and approval of the Balance Sheet and
Profit and Loss Accounts of the Company for the fiscal year
ended 31 December 2002.
2. Unanimous approval for submission to the Shareholders Meeting
for consideration and approval of increasing the registered
capital of the Company from the existing amount of
Bt201,428,715,270 to Bt402,857,430,540; namely, to increase the
registered capital by another Bt201,428,715,270 by issuing
20,142,871,527 new ordinary shares, par value of Bt10 per share,
and said whole newly issued ordinary shares shall be allotted as
follows:
(1) 20,142,871,527 ordinary shares, par value of Bt10 per
share, to be allotted and offered to the existing
Shareholders at the ratio of 1 existing share to 1 new
share, priced at Bt0.10 per share; being the offer price
with a discount of Bt9.90 per share from the par value
of the share. And fixing the date of subscription and
payment for the capital increase ordinary shares on 12-
14, 16 and 19 May 2003, during 9:00-3:30 pm.
(2) In case the existing Shareholders do not fully subscribe
for the said allotted ordinary shares or there are
fractions of shares, the Board of Directors shall be
authorized to allot and offer, at its sole discretion,
the said remaining shares in entirety or in lots to be
offered from time to time, as it may deem appropriate,
to investors in private placement and/or institutional
investors categorized under the Notification of the
Securities and Exchange Commission, No. Kor. Jor.
12/2543; Re : the Application and Permission for
Offering Newly Issued Shares.
And the Company shall, from time to time, effect the
registration to change its paid up capital to the Public
Companies Registrar, based on each payment of the subscribers.
3. Unanimous approval for submission to the Shareholders
Meeting for consideration and approval of an amendment of Clause
4 of the Memorandum of Association to be in line with the
increase of the registered capital as follows:
"Clause 4. Registered capital is Bt402,857,430,540
Divided into 40,285,743,054 Shares
With a par value of Bt10 each.
Shares are classified into:
Ordinary Shares of 40,285,743,054 Shares
Preference Shares --- Shares"
4. Unanimous approval for submission to the Shareholders Meeting
for consideration and approval of an amendment to the Articles
of Association of the Company to be in line with the
Notification of the Securities and Exchange Commission No.
Kor.Jor.12/2543; Re: Application and Permission for Offering
Newly Issued Shares, by adding Article 53, as follows:
"Article 53. In case the Company or its subsidiary agrees to
enter into a connected transaction or a transaction related to
the acquisition or disposal of the important assets of the
Company or of its subsidiary as defined under the notifications
of the Stock Exchange of Thailand governing the entering into a
connected transaction of listed companies or acquisition or
disposal of the important assets of the listed companies, as the
case may be, the Company is required to comply with the said
respective rules and procedures as prescribed by the said
notification."
And unanimous approval for the case that the Company has a
subsidiary(ies), the Articles of Association of the said
subsidiary(ies) shall also be amended to contain the following
in the Articles of Association of the subsidiary(ies):
"In case the Company agrees to enter into a connected
transaction or a transaction related to the acquisition or
disposal of the important assets of the Company as defined under
the notifications of the Stock Exchange of Thailand governing
the entering into a connected transaction of listed companies or
acquisition or disposal of the important assets of the listed
companies, as the case may be. If the said notifications require
the Company as a subsidiary of the listed company to comply with
any requirement, then the Company is required to comply with the
said respective rules and procedures as prescribed by the said
notification mutatis mutandis."
5. Unanimous approval for setting the date of the Ordinary
General Meeting of Shareholders No.1/2003, to be held on 28
April 2003, at 8:00 a.m at SHANGRI-LA HOTEL, BALLROOM 3 BANGRAK
BANGKOK and fixing the agenda for the Ordinary General Meeting
of Shareholders No.1/2003 to be, as follows:
Agenda 1. To acknowledge the performance results of the
Board of Directors for the previous year and the
Annual Report.
Agenda 2. To approve the balance sheet and the profit
and loss accounts of the Company for the fiscal year
ended 31 December 2002.
Agenda 3 To acknowledge the non-payment of dividends
for the performance resulted of the fiscal year 2002
Agenda 4. To appoint the new directors and fix their
remuneration.
Agenda 5. To consider the change of the names and
number of directors who can sign to bind the
Company.
Agenda 6. To appoint auditor(s) for the fiscal 2003 and
fix the remuneration.
Agenda 7. To consider for approval of the registered
capital increase of the Company and the allotment of
the capital increase ordinary shares.
Agenda 8. To consider for approval of an amendment to
Clause 4 of the Memorandum of Association regarding
the increase of the registered capital.
Agenda 9. To consider for approval of an amendment to
the Articles of Association by adding Article 53.
Agenda 10. Other businesses (if any)
6. Unanimous approval for fixing the closing date of share
registration from 9 April 2003, at 12.00 hrs. until the Ordinary
General Meeting of Shareholders No.1/2003 will adjourn,
whereupon the Shareholders whose names appear in the Share
Register during the closing period will be entitled to attend
the Ordinary General Meeting of Shareholders No.1/2003 and to
subscribe for capital increase shares.
7. Unanimous approval for the Company to invest in Siri Phuket
Limited with the details of the investment as follows:
7.1 Date, Month, Year of Transaction: 28 March 2003
7.2 Related Parties and Relationship with Listed Company
Buyer : Natural Park Public Company Limited
Seller : Sansiri Public Company Limited
Relationship between the Parties: Natural Park Public
Company Limited is a shareholder holding 120 million
shares in Sansiri Public Company Limited; being
approximately 13.84% of the paid up capital of Sansiri
Public Company Limited.
7.3 General Characteristics : Natural Park Public Company
Limited will of Transaction purchase 49,000 ordinary
shares in Siri Phuket Limited, priced at Bt782 per
share, amounting to Bt38,318,000; being equivalent to
49% of the paid up capital of Siri Phuket Limited, with
the size of the transaction being approximately
equivalent to 3.02 % of the Net Tangible Assets Value of
the Listed Company.
7.4 Details of the Purchased Assets
(1) Name of Company : Siri Phuket Limited
(2) Date of Establishment : 3 January 2003
(3) Nature of Business Operations: Real Estate Development
for sale or lease.
(4) Registered Capital : Bt1,000,000, divided into
100,000 ordinary shares, par value of 10 Baht each, fully paid
up.
(5) Members of Board of Directors: as at 25 March 2003
1. Mr. Apichart Chutrakul
2. Mr. Sedtha Taweesin
3. Mr. Wanchak Buranasiri
7.5 Total Value of Consideration and Conditions of Payment
Total Value of Transaction : Bt38,318,000, as agreed
for the purchase of 49,000 shares, priced at Bt782 per
share.
Payment Term : Payable in full on the Transaction
Date of share transfer
7.6 Value of Assets Purchased : 49,000 ordinary shares of
Siri Phuket Limited, priced at Bt782 per share, making
the total value of the acquired assets in the amount of
Bt38,318,000.
7.7 Criteria for determining the : Net Assets Value
under the internal financial Value of Consideration
statements of Siri Phuket Limited as of 24 March 2003,
amounting to Bt78,226,728.31; or Net Share Value being
approximately Bt782 per share. On said date, Siri Phuket
Limited had the shareholders equity of Bt799,021.81 plus
The difference between the market price of the land which
Siri Phuket Limited has entered into an agreement to buy
and to sell, which value is higher than the purchase
price as agreed with the land seller in an amount of
Bt76,756,250 (the market price of the land has been
appraised by Thai Property Appraisal Vigers (Thailand)
Co., Ltd.), and plus the related costs and expenses of
the said land in the amount of Bt671,456.50, which have
been advanced by Sansiri Public Company Limited.
7.8 Benefits expected to be derived by : Dividends and
creating business alliance for the Company.
7.9 Sources of Fund for the Transaction: From the capital of
the Company.
8. Unanimous approval for the Company to render financial
assistance by providing loan in proportion to Siri Phuket
Limited with the following particulars :
8.1 Date, Month, Year of Transaction : 28 March 2003
8.2 Related Parties and Relationship with Listed Company
Lender : Natural Park Public Company Limited
Borrower: Siri Phuket Limited
Relationship between the Parties: The Company will be a
shareholder holding 49,000 shares in Siri Phuket Limited
being 49% of the paid up capital of Siri Phuket Limited
8.3 The general characteristics of transaction: The Company
will be the shareholder in Siri Phuket Limited at the
ratio of 49% of the paid up capital of Siri Phuket
Limited. And Sansiri Public Company Limited, a
shareholder of Siri Phuket Limited at the ratio of
approximately 51% of the paid up capital of Siri Phuket
Limited, will jointly provide loans to Siri Phuket
Limited in proportion.
8.4 Loan Amount : Not exceeding Bt245 Million; being
equivalent to 49% of the loan amount not exceeding Bt500
million
8.5 Interest Rate: The interest rate will be fixed each
time, based on the cost of fund of the Company but not
less than the interest rate which Siri Phuket Limited
shall pay to Sansiri Public Company Limited.
8.6 Loan Term: approximately 24 months, to be drawndown,
from time to time, as needed by Siri Phuket Limited.
8.7 Repayment of Loan : Installation payment from the
operation cash flow of Siri Phuket Limited.
8.7 Objective of Loan : To be used as working capital of
Siri Phuket Limited in the business operation of real
estate development for lease and/or for sell.
8.8 Source of Funds: From the capital of the Company.
SIAM AGRO: Releases Revised SGM Agenda
--------------------------------------
The Siam Agro Industry Pineapple and Others Public Company
Limited, in relation to the BOD Meeting No. 1/2003 held on 25
March 2003, provided herewith the revised agenda of the Ordinary
General Meeting of shareholder No. 1/2003 with the opinion of
the board of directors, as follows:
5. That the Ordinary General Meeting of Shareholders No. 1/2003
to consider the following agenda:
5.1 To certify the Minutes of the Ordinary General Meeting
of Shareholder No. 1/2002 held on 29 April 2002.
Board of directors' opinion: The Board of directors consider
that it is appropriate for the meeting to certify the said
minutes.
5.2 To receive the company's annual report as to the
operation of the Company for the financial year ended 31
December 2002.
5.3 To receive and approve the Company's financial
statements and auditor's report for the financial year
ended 31 December 2002.
Board of directors' opinion: The Board of directors consider
that it is appropriate for the meeting to approve the company's
financial statements and auditor's report for the financial year
ended 31 December 2002.
5.4 To acknowledge that there will be no dividends
declared and no appropriation to the reserve fund for the
financial year ended 31 December 2002 in accordance with the law
and the Articles of Association of the Company.
5.5 To consider and re-elect those directors retiring
under the terms of the Company's Articles of Association and fix
their remuneration for the financial year ending 31 December
2003.
Board of directors' opinion: The Board of directors considers
that it is appropriate for the meeting to re elect Mr. Samarn
Siriphatra Mr. Boonlert Cheanyoo and Mr. Wacharin Piyarat
those directors retiring and fix the directors' remuneration
that the company will pay all reasonable out of profit expenses
incurred by outside directors for attending meeting announced
during the financial year ending 31 December 2003.
5.6 To consider and approve the appointment of the auditor
and fix their remuneration for the financial year ending 31
December 2003.
Board of directors' opinion: The Board of Directors consider
that it is appropriate for the meeting to approve the
appointment of KPMG Audit (Thailand) Limited to be the auditor
and fix their remuneration for the financial year ending 31
December 2003 as proposed by the Audit Committee.
5.7 To consider and approve the extension of the Maturity
Date from 9 August 2003 to 8 August 2006 for the Transferable
Warrants issued on 10 August 2000 as follows:
Category: Warrants with named certificate with the right to
purchase ordinary shares of the Company at the Exercise Price.
Size of Issue : 26 645 704 Units
Purchaser : Del Monte Group Limited and /or its
designee(s)
Offering Price : Baht 10 per share
Maturity : 3 years
Exercise Ratio : 1 Warrant to 1 Ordinary share
Board of directors' opinion: The Board of directors considers
that it is appropriate for the meeting to approve the extension
of Maturity Date for the said Transferable Warrants.
5.8 To transact such other business as may be transacted at
the Ordinary General Shareholder's Meeting.
THAIBENGUN COMPANY: Business Reorganization Petition Filed
----------------------------------------------------------
The Petition for Business Reorganization of Thaibengun Company
Limited (DEBTOR), engaged in pipe manufacturing, distribution
and sale of pipe accessories, was filed to the Central
Bankruptcy Court:
Black Case Number 1693/2544
Red Case Number 4/2545
Petitioner: THAIBENGUN COMPANY LIMITED BY MISS VIRAWAN
MALERTRUTAI, THE AUTHORITY
Planner: T.B. PLANNER COMPANY LIMITED
Plan Administrator: T.B. PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor : 823,031,378.11Baht
Date of Court Acceptance of the Petition : December 6, 2001
Date of Examining the Petition: January 14, 2002 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner : January 14, 2002
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: January 29, 2002
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : February 12,
2002
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: May 12, 2002
Planner postponed the Date to submit the Business Reorganization
Plan to Official Receiver #1st : June 12, 2002
Court Order for Accepting the reorganization plan : September
10, 2002 and T.B. Planner Company Limited to be the Plan
Administrator
Announcement of Court Order for Accepting the Reorganization
Plan in Matichon Public Company Limited and Siam Rath Company
Limited: September 26, 2002
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette : October 17, 2002
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette : November 19, 2002
Deadline for creditors to submit Applications for Payment in
Business Reorganization : December 19, 2002
Court had issued the Order for Canceling the reorganization of
Thai Bengun Company Limited since December 2, 2002
Announcement of Court Order for Canceling the Reorganization in
Matichon Public Company Limited and Siam Rath Company Limited:
December 11, 2002
Announcement of Court Order for Canceling the Reorganization in
Government Gazette : January 7, 2003
Contact : Ms. Umaporn Tel, 6792525 ext. 142
*************
S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2003. All rights reserved. ISSN: 1520-9482.
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