/raid1/www/Hosts/bankrupt/TCRAP_Public/030401.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Tuesday, April 01 2003, Vol. 6, No. 64
Headlines
* A U S T R A L I A *
AIRTRAIN CITYLINK: Moody's Downgrades Rating to Caa1 From B2
BLACK RANGE: Administrator Appointment Triggers Trading Halt
CHROME GLOBAL: Enters Share Sale Agreement With Key2
CTI COMMUNICATIONS: Foresees Tritton Acquisition Non-Completion
GOODMAN FIELDER: BPC Proceeding Compulsory Shares Acquisition
GOODMAN FIELDER: BPC Provides Info to Subordinated Noteholders
MAYNE GROUP: Posts Share Sale Facility Letter to Shareholders
POWERLAN LIMITED: Unit Clinches Multi-Million-$ Deal With PLDT
TOWER LIMITED: Capital Position Fully Restored
* C H I N A & H O N G K O N G *
DIGITAL WORLD: 2002 Net Loss Widens to HK$41.687M
DYNASTY SOUP: Winding Up Hearing Set for April 9
HK BUILDING: Narrows 2002 Operations Loss to HK$16.333M
KLEINWORT MINKINS: Winding Up Sought by Lee Wai
VISCOUNT DEVELOPMENT: Petition to Wind Up
* I N D O N E S I A *
ASTRA AGRO: Meets 6th Bond Coupon Payment
BANK NISP: In Acquisition Price Negotiation With BPI
* J A P A N *
JAPAN AIRLINES: May See Record Low Soon
KEICHO KOGEN: Golf Course Enters Rehabilitation Proceedings
NEC CORPORATION: May Hold Public Stock Offering to Boost Capital
SHINKO SECURITIES: Wants 7% of Staff to Retire Early
* K O R E A *
HANARO TELECOM: Chairman Offers to Resign
HANARO TELECOM: Opens AGM to Vote on Reelection of Chairman Shin
HYUNDAI INVESTMENT: Gov't May Need to Inject W3Tr
HYUNDAI INVESTMENT: Hyundai Securities May Write Off W200B
HYNIX SEMICONDUCTOR: Adjustment of Warrant Exercise Price
SK GLOBAL: Books FY02 W296.7B Net Loss
* M A L A Y S I A *
ACTACORP HOLDINGS: Issues Change in Audit Committee Notice
FURQAN BUSINESS: Proposes Variations to Proceeds Utilization
FURQAN BUSINESS: Unit Proposes Property Disposal
NAUTICALINK BERHAD: Enters Proposed Restructuring Scheme MOUs
OLYMPIA INDUSTRIES: SC Approves Proposed Variations, Extension
PICA (M): Lenders' Proposed Debt Workout Scheme Approval Pending
PSC INDUSTRIES: Proposed Bonus Issue Completion Time Extended
RENONG BERHAD: Inks HOA to Implement Scheme of Arrangement
SELOGA HOLDINGS: Seeks Proposals Implementation Time Extension
SIN HENG: Unit Excel Served Judgment Filed by Midpack
TAP RESOURCES: Sets ICULS, RCLS Conversion Price Fixing Date
TAT SANG: Changes Company Secretary
TECHNO ASIA: Appoints Lee Cheen as Non-Exec Director
TECHNO ASIA: Posts Special Administrators' Statement
TIME ENGINEERING: Extends Proposed Disposals Cut-Off Date
TONGKAH HOLDINGS: Court Orders Court Convened Meeting Extension
UNIPHOENIX CORP.: Appoints Chan Chow as Audit Committee Member
WAH SEONG: MITI Grants Proposed Acquisition VIII Approval
WEMBLEY I.B.A.E: Seeks Writ of Summon Against Timor Over Arrears
* P H I L I P P I N E S *
BAYAN TELECOMMUNICATIONS: In Sale Talks With US Investors
BENPRES HOLDINGS: Extend Gains on Restructuring Report
MANILA ELECTRIC: Postpones ASM on June 24
PHILIPPINE LONG: May Sell Minority Stake in Smart to Pay Debt
VICTORIAS MILLING: Tanduay Holdings Submits Best Bid
* S I N G A P O R E *
CHARTERED SEMICONDUCTOR: Pays CEO Chia Song Hwee S$4.75M in 2002
LOW KENG: Completes Voluntary Liquidation of Units
METRO HOLDINGS: Liquidates Subsidiary
VIKAY INDUSTRIAL: Response to SGX Queries
* T H A I L A N D *
EMC PUBLIC: Clarifies Auditor's Outlook on Financial Statement
EMC PUBLIC: Securities Trading Still Suspended
SIKARIN PUBLIC: Cancels 2002 Dividend Distribution
SUN WOOD: Liquidates European Subsidiary
THAI CANE: BOD Resolved Debt Restructuring, Capital Increase
THAI DURABLE: Omits Dividend Payment, AGM Set for April 30
=================
A U S T R A L I A
=================
AIRTRAIN CITYLINK: Moody's Downgrades Rating to Caa1 From B2
------------------------------------------------------------
Moody's Investor's Service on Friday lowered the rating of
Airtrain Citylink Limited (Airtrain) to Caa1 from B2. The
outlook remains negative.
The ratings agency notes that revenue continues to be
significantly below that which was forecast for the rail link
when the rating was originally assigned. In addition, ramp up
has been slower than anticipated and operating costs are higher
than projected. While Airtrain has been working on a number of
operating initiatives aimed at reducing cash operating expenses
and improving passenger numbers, the result of such initiatives
to date has been poor. The impact of war in Iraq on the
passenger numbers for Brisbane Airport remains uncertain and
this will also affect the patronage for Airtrain.
Moody's said that the negative outlook rating reflects its
concerns that there is unlikely to be a material improvement in
patronage so that operations are likely to remain cash flow
negative. In the absence of any further restructuring of
operating costs or markedly increased revenue Moody's
anticipates that the bonds will encounter serious difficulties
either later this year or early next year.
BLACK RANGE: Administrator Appointment Triggers Trading Halt
------------------------------------------------------------
Black Range Minerals Limited requested for a trading halt in
accordance with Listing Rule 17.1. In requesting a trading halt
under Listing Rule 17.1 the company is required to provide
certain information. This is set out below:
* The reason for the trading halt
The Board of Black Range Minerals Limited resolved to appoint an
administrator pursuant to Section 436A of the Corporations Act.
The company entered into an agreement with its banker to extend
the maturity date of its borrowings by a further year until June
2004. The extension is conditional on the company raising an
additional $1.5 million of capital by 31 March 2003. The ability
of the company to continue as a going concern is dependent upon
the raising of the additional capital by the due date. As at 31
March 2003 the company raised $531,000 through its Share
Purchase Plan.
The company also received two proposals for additional finance
that would meet this condition. The company's bankers opted for
one of these proposals, although this would require certain
changes to the company's debt obligations. However these
changes, which are still the subject of negotiation, will only
be provided on terms currently unacceptable to the selected
financier.
* The company requests a trading halt of 24 hours while it
continues to discuss with its banker, CIBC Australia, an
extension of the maturity data of its financing facility.
* The event it expects to happen that will end the trading halt
The company would request an end to the trading halt after
agreeing with its banker an extension of its financing facility
and arranging financial accommodation to provide additional
working capital.
* The company is not aware of any reason why the trading halt
should not be granted.
* There is no other information that the company is aware of
that is necessary to inform the market about the trading halt.
CHROME GLOBAL: Enters Share Sale Agreement With Key2
----------------------------------------------------
Chrome Global LImited has entered into the Key2 Share Sale
Agreement to acquire all of the issued capital of Key2 Rental
Management, a residential investment property management and
services company. It is making offers to each existing Key2
Shareholder by way of a prospectus issued on the same date as
this Prospectus (described as the Key2 Offer).
In order to raise capital to pursue its stated objectives, the
Company is seeking to raise at least $2,200,000 (with the
capacity to accept oversubscriptions of up to $300,000).
Pursuant to this Prospectus, it is inviting investors to apply
for Shares to raise this amount (described as the Placement
Offer) and also offering Existing Shareholders with less than
10,000 Shares the opportunity to round up their shareholding to
at least this number (described as the Round Up Offer).
Set out below is a summary of the proposed impact of the
acquisition of Key2 Rental Management and the Placement Offer
and Round Up Offer on the capital structure of the Company.
Placement Offer price $0.20 per
Share
Existing Shares 4,695,750
Number of Shares offered to public
under the Placement Offer* 11,000,000
Number of Shares offered to Key2
Shareholders under the Key2 Offer 28,540,000
Number of Shares offered to Existing
Shareholders under the Round Up Offer** 2,000,000
Number of Shares on issue following
Placement Offer,Key2 Offer and Round
Up Offer 46,235,750
Capital raised ** $2,600,000
Market capitalization of Company based
on Placement Offer and Round Up
Offer price*** $9,247,150
* Assumes full subscription of Placement Offer and no
oversubscriptions accepted
** Assumes full subscription of Round Up Offer
*** Based on Share price of 20 cents and calculated on an
undiluted
basis
The Company also has the following Options on issue:
(a) 40,000 Options are exercisable at 20 cents each if
exercised on or before 31 December 2003 and 40 cents each
thereafter and expire on 30 June 2004;
(b) 7,000 Options are exercisable at $10.00 each on or before
31 October 2004;
(c) 3,500 Options are exercisable at $12.50 each on or before
31 October 2005;
(d) 3,500 Options are exercisable at $12.50 each on or before
31 October 2006;
(e) 600,000 Options are exercisable at 25 cents each if
exercised on or before 26 April 2004 and 50 cents each if
exercised thereafter and expire on 26 April 2005; and
(f) 120,000 Options are exercisable at 25 cents each if
exercised on or before 26 April 2003 and 50 cents each if
exercised thereafter and expire on 26 October 2003.
INDICATIVE TIMETABLE
Date for determining entitlement to
Round Up Shares 28 March 2003
Lodgment of Prospectus with ASIC 28 March 2003
Opening Date 4 April 2003
Closing Date for the Key2 Offer and
the Placement Offer (5pm WST) 28 April 2003
Dispatch of Holding Statements 14 May 2003
Expected date for listing on ASX 18 May 2003
Closing Date for the Round Up Offer 8 May 2003
* The above dates are indicative only and may change without
notice.
USE OF PROCEEDS
The Company intends to apply funds raised from the Placement
Offer and Round Up Offer as follows:
DESCRIPTION AMOUNT ($)
Expansion and marketing of Key2
Business in Perth 800,000
Business Development -Victoria,
New South Wales and Queensland 595,000
Acquisition of Cairns Rent Roll 205,000
Existing commitments of Key2 Business
(including staff, maintenance of
plant and equipment) 200,000
Expenses of Key2 Offer, Placement Offer
and Round Up Offer 240,000
Working Capital 160,000
Total 2,200,000
Business development costs refer to funding requirements of the
Key2 Business to market and expand its business of residential
investment property management. The Company will seek
opportunities to expand the Key2 Business in Western Australia,
Victoria, New South Wales and Queensland by review and
acquisition of appropriate rent rolls and through organic
growth. The Company has developed a stringent set of criteria
through the development of its financial model, which will
be used to identify suitable rent rolls to acquire. The
Directors and key management staff have experience in the
acquisition of rent rolls, having acquired seven rent rolls over
the past 2 years.
Key2 Rental Management has entered into an agreement for the
supply of a rent roll with Cairns, which is summarized in
Section 10.5 of this Prospectus. Other than the Cairns Rent
Roll, there are no other agreements for the acquisition of rent
rolls by Key2 Rental Management in place as at the date of this
Prospectus. The Company will continue to review further
opportunities.
If reasonable opportunities do not arise for acquiring further
rent rolls within six months of the raising of funds pursuant to
this Prospectus, the funds will be applied to the maintenance
and enhancement of the existing Key2 Business and increasing its
market presence in Perth.
The application of funds (refer to above) assumes that
$2,200,000 will be raised pursuant to the Placement Offer and
Round Up Offer. If funds in excess of $2,200,000 are raised
pursuant to the Offers, those funds will be appropriated equally
between the expansion and marketing of Key2 Business in Perth
and Business Development (in Victoria, New South Wales and
Queensland). If the minimum subscription is not fully subscribed
the funds will be dealt with in accordance with the Corporations
Act.
CTI COMMUNICATIONS: Foresees Tritton Acquisition Non-Completion
---------------------------------------------------------------
CTI Communications Limited advises that it does not expect to
complete the acquisition of Tritton Resources Limited as
announced to the market on 13 September 2002 (Tritton
Acquisition). The Company has serious concerns regarding the
circumstances that have resulted in the anticipated non-
completion of the Tritton Acquisition and, as a result, believes
that it has been denied a valuable business opportunity.
The Company, in conjunction with its legal advisers and other
interested parties, is currently considering its position in the
matter with a view to taking all necessary action to bring about
a positive result for shareholders. This may include litigation
against some or all of the parties to the transaction, however,
the directors are pursuing all available means to achieve a
successful resolution of this matter.
PROPOSED CONSOLIDATION AND BONUS ISSUE
The Company intends holding in abeyance the proposed
consolidation and bonus issue pending a resolution of the issues
surrounding the anticipated non-completion of the Tritton
Acquisition.
GOODMAN FIELDER: BPC Proceeding Compulsory Shares Acquisition
-------------------------------------------------------------
For the purposes of ASX Listing Rule 3.3, Burns, Philp & Company
Limited (Burns Philp) hereby gives notice that:
1. the off-market takeover bid made by its wholly owned
subsidiary, BPC1 Pty Limited, for all the ordinary shares in
Goodman Fielder Limited (Goodman Fielder) closed at 7:00pm
(Sydney time) on 28 March 2003;
2. Burns Philp and its associates have a relevant interest in
93.74% of the ordinary shares in Goodman Fielder; and
3. Burns Philp intends to proceed with the compulsory
acquisition of the remaining shares in Goodman Fielder in
accordance with Chapter 6A.1 of the Corporations Act 2001. A
copy of the compulsory acquisition notice will be given to ASX
in accordance with section 661B of the Corporations Act 2001
this week.
GOODMAN FIELDER: BPC Provides Info to Subordinated Noteholders
--------------------------------------------------------------
Goodman Fielder Limited discloses a copy of "Current Information
Regarding the Acquisition of Goodman Fielder Limited" required
to be lodged with each of the trustees under the Indentures for
the 9(3/4)% Senior Subordinated Notes due 2012 and the 10(3/4)%
Senior Subordinated Notes due 2011:
ACQUISITION OR DISPOSITION OF ASSETS.
On December 13, 2002, Burns, Philp & Company Limited (Burns
Philp) announced that Burns Philp had (through a wholly owned
subsidiary) acquired approximately 14.9% of the ordinary shares
of Goodman Fielder Limited (Goodman Fielder) for an aggregate
purchase price of approximately A$326 million. (In this
document, references to 'A$' are to Australian dollars and
references to 'NZ$' are to New Zealand dollars.) On January 3,
2003, Burns Philp made an offer for all of the ordinary shares
of Goodman Fielder for cash, at a price of A$1.85 per share
(Offer). The bidder's statement for the Offer was lodged with
the Australian Securities and Investments Commission on
December 19, 2002 (Bidder's Statement).
On February 12, 2003, Goodman Fielder announced to the
Australian Stock Exchange a dividend of A$0.035 per ordinary
share held of record on February 21, 2003. On February 19, 2003,
Goodman Fielder announced to the Australian Stock Exchange a
special dividend of A$0.20 per ordinary share held of record on
March 7, 2003. To reflect the value of the dividend and special
dividend, the effective Offer price was adjusted, in accordance
with the terms of the Offer, to A$1.615 per share.
On March 13, 2003, Burns Philp announced that it had increased
the effective Offer price from A$1.615 to A$1.635 per ordinary
share of Goodman Fielder, waived all remaining conditions and
declared the effective Offer price final.
Thereafter, on March 13, 2003, the Goodman Fielder board
announced that it had recommended to its shareholders that they
accept the revised Offer.
On March 19, 2003, four Burns Philp nominees were appointed as
directors of Goodman Fielder, constituting a majority of the
Goodman Fielder board of directors, with Mr Alan McGregor
appointed as Chairman of the Goodman Fielder board.
As disclosed in the Bidder's Statement, the aggregate amount
BurnsPhilp expected to pay for 100% of the ordinary shares of
Goodman Fielder was approximately A$2 billion, which includes
the amounts Burns Philp had already paid and assumed the
exercise of all Goodman Fielder options. All in-the-money
options have now been exercised. On March 28, 2003 Burns Philp
dispatched a letter to optionholders advising that Burns Philp
intends to make a separate offer to the Goodman Fielder
optionholders whose options are out-of-the money.
Based on information provided by ASX Perpetual Registrars
Limited, as at 7:00 pm (Sydney time) March 28, 2003, Burns Philp
has a relevant interest in approximately [93]% of Goodman
Fielder's ordinary shares. As Burns Philp's voting power is more
than 90%, Burns Philp is entitled, and shall proceed, to
compulsorily acquire all remaining Goodman Fielder shares.
Burns Philp has agreed to pay shareholders within 5 business
days after they accept, using existing cash reserves, which
include the proceeds of US$210 million 10(3/4)% senior
subordinated notes due 2011, and the proceeds of drawings under
the A$1.35 billion secured share acquisition Senior Bridge
Facility dated March 4, 2003 among Burns, Philp & Company
Limited, the entities listed in schedule 1 thereto, Credit
Suisse First Boston, Melbourne Branch, BOS International
(Australia) Limited, Rabo Australia Limited, Australia and New
Zealand Banking Group Limited, and the restated Subordinated
Bridge Facility dated March 4, 2003 among Burns, Philp & Company
Limited, BPC1 Pty Limited, and Credit Suisse First Boston,
Melbourne Branch.
Goodman Fielder manufactures and markets bread and breakfast
cereals, edible oil, snack foods, meal components (such as pasta
sauce) and food ingredients. According to its 2002 Annual
Report, Goodman Fielder derived approximately 66% of its
revenues in Fiscal 2002 from its Australian operations,
approximately 18% of its revenues in Fiscal 2002 in New Zealand
and the remainder mostly from its operations in the Asia-Pacific
region. Burns Philp presently intends to continue to use the
plant, property and equipment assets of Goodman Fielder for the
same general purpose as they were used by Goodman Fielder.
FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
(a) FINANCIAL STATEMENTS
The financial statements of Goodman Fielder Limited will be
provided pursuant to the terms of the indentures as soon as
possible but no later than 60 days after the date hereof.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information will be provided pursuant to the
terms of the indentures but no later than 60 days after the date
hereof.
MAYNE GROUP: Posts Share Sale Facility Letter to Shareholders
-------------------------------------------------------------
Mayne Group Limited posted its letter to the shareholders in
relation to the Share Sale Facility:
"Mayne Group Limited, as part of the company's ongoing drive to
minimize administrative costs, has established a Share Sale
Facility aimed at reducing the number of shareholdings. This
program is entirely elective. It allows Mayne shareholders who
hold 1000 shares or less and whose investment objectives may
have changed since the shares were acquired, to sell all their
shares at market value in a cost effective manner.
If you elect to take advantage of this Share Sale Facility,
Mayne Group Limited will meet all transaction costs, including
brokerage and GST, for a flat rate of 1.65% of the value of your
shareholding. This is a discount to standard industry brokerage
rates on offer.
If you do not wish to sell your shares, please disregard this
letter. If you choose to sell all your shares now to take
advantage of the discounted transaction costs:
* Shareholders should sign, date and return the attached pink
form in the enclosed envelope, to reach ASX Perpetual Registrars
before 5:00pm (Melbourne time) on Tuesday 13 May 2003 to appoint
Mayne Group Limited as your agent to arrange for the sale of
your shares through JBWere Limited.
* Shares to be sold under this sale facility will be
aggregated and sold in larger parcels on market by JBWere
Limited. You will receive current market value for your shares,
determined by the volume-weighted average price for Mayne Group
Limited shares sold on the Australian Stock Exchange as part of
this sale facility on the date your shares are sold.
* The proceeds from the sale, less 1.65% brokerage (inclusive
of GST), will be paid to you by cheque within 10 days of your
shares being sold.
Your eligibility to participate in this sale facility is
determined by your shareholding as at 11 March 2003. To
participate in this facility your form must be received by ASX
Perpetual Registrars before 5:00pm (Melbourne time) on Tuesday
13 May 2003.
If you have any questions about how to respond to this letter,
please contact our Share Registry on 1300 727 265 (within
Australia) and 61 3 9615 9128 (outside Australia) For advice on
whether you should participate in this sale facility, please
consult your financial advisor."
POWERLAN LIMITED: Unit Clinches Multi-Million-$ Deal With PLDT
--------------------------------------------------------------
Clarity International Limited, a leading supplier of carrier-
grade operational support system (OSS) products and a subsidiary
of Powerlan Limited (ASX: PWR), has clinched a multi-million-
dollar deal with Philippine Long Distance Telephone Company
(PLDT) to extend the telecommunications company's Clarity OSS
platform.
PLDT is the leading telecommunications company in the
Philippines for both domestic and international services. The
company is listed on the Philippine Stock Exchange with PLDT
American Depository Receipts listed on the New York Stock
Exchange (NYSE: PHI) and the Pacific Exchange. Based in Manila,
PLDT's strategy is to provide its customers with effective
solutions combining modern telecommunications and information
technology delivered by three business streams: fixed line,
wireless and ePLDT.
"PLDT expects it will now be able to provide aggressive service
levels to our customers since the Clarity OSS provides network
engineers with a single, end-to-end view of the entire network,"
said Ricardo Zarate, PLDT's Executive Vice-President. "As a
result, we expect that PLDT will be able to identify, diagnose
and fix problems more quickly than ever before."
A Clarity customer for more than two years, the Clarity OSS
currently supports PLDT's business operations by configuring
telecommunications equipment to provide new and modified
services for PLDT's fixed line data services customers.
Clarity's OSS also provides rapid recovery from circuit and
system failure by providing PLDT operators with the
ability to quickly reconfigure customer circuits to avoid
damaged areas.
PLDT has now decided to further leverage its proven Clarity
infrastructure by extending the system to include PLDT's
backbone network. This extension will provide a business view of
PLDT's major network links so that PLDT staff will be able to,
for example, quickly understand which customers would be
affected by urgent maintenance on a particular major
communications link and proactively contact them to advise them
of the issue.
PLDT also expects its Clarity OSS to provide significantly
faster responses to new customer orders and network changes as
well as more efficient network management.
"In December 2002 we completed the first phase of implementing
Clarity OSS across PLDT's network," said Theo Baker, Chairman of
Clarity and Powerlan Limited. "That phase, which was worth A$20
million and covered PLDT's fixed line customers, was delivered
on time and within.2 budget. This new deal recognizes the
success of that initial implementation and extends the
implementation to cover PLDT's transmission equipment. It also
bears testimony to PLDT's innovative approach to the expanded
use of the technology to further improve its competitive
position."
ABOUT CLARITY AND POWERLAN
Clarity International provides leading-edge software that
optimizes management of mission-critical platforms such as
telecommunications networks and power distribution. Clarity's
products integrate disparate technical systems to provide an
integrated business view that delivers competitive advantage and
operational efficiency.
Clarity is a subsidiary of Powerlan Limited, an Australian
software vendor that develops and implements vertical solutions
for enterprises both locally and internationally. It also
provides managed network and security services.
Powerlan's other businesses include Portfolio Manager which is
aimed at investment managers, IMX which offers international
monetary systems focused on travel money and foreign exchange,
Office Converter which enables large businesses to cheaply,
quickly and automatically scan and convert Microsoft Office
files which contain Visual Basic code, and Zento, a provider of
managed services in the IT security and communications areas.
Each of the Powerlan businesses provides a range of
complementary specialist implementation and maintenance services
such as consulting, business analysis, project management and
software engineering. Powerlan's diverse customer base includes
high-profile organizations from Australia and overseas such as
Macquarie Bank, Reliance Infocom (India), Sri Lanka Telecom,
Perpetual Trustees, American Express (globally), Commerze Bank
(Germany), Philippines Long Distance Telephone company, Optus,
and MyTravel (a major UK-based travel services provider).
According to Wrights Investors' Service, at the end of 2002,
Powerlan Ltd had negative working capital, as current
liabilities were A$106.24 million while total current assets
were only A$61.38 million. The company also reported losses
during the previous 12 months and has not paid any dividends
during the previous 4 fiscal years.
TOWER LIMITED: Capital Position Fully Restored
----------------------------------------------
TOWER Limited advised Monday that based on the latest financial
estimates the capital position of TOWER Australia Ltd now
exceeds its internal target surplus levels and fully satisfies
both TOWER and APRA solvency requirements. This follows a $A30m
capital restructuring which has just been completed.
The loss in TOWER Australia last year resulted in its capital
position falling $A29m below its internal target surplus level.
TOWER Limited announced in January 2003 that steps would be
taken to restore the capital position of TOWER Australia to its
target surplus level by 31 March 2003. APRA had also requested
this action.
The capital movement has been funded using internal TOWER Group
funds. TOWER Insurance funds held in Australia, relating to a
closed book of business, have been used. Those funds in turn
have been replaced in TOWER Insurance by other funds transfers
within TOWER New Zealand.
As part of the capital restructuring, TOWER has removed one of
the strategic assets (the one-third portion of TOWER Trust
Australia) held in the statutory funds of TOWER Australia Ltd
and replaced it with cash. This provides the TOWER Group with a
more appropriate and efficient capital structure and is
consistent with APRA's preference that strategic assets should
not be held in statutory funds.
Jim Minto, Chief Executive Officer of TOWER Australia Limited
said that the completion of this transaction was excellent news.
"TOWER Australia Ltd now has a fully restored capital and target
surplus position. TOWER Australia was always in excess of
regulatory solvency levels, even after the loss last year. This
transaction, we believe gets us right back to, and slightly
above, our own internal target surplus. We are implementing
strategies to further enhance our capital position over the
year, in line with the TOWER Group policy and practice of
maintaining a target surplus level to provide an extra tier of
security for our customers and investors," he said.
"TOWER Australia Ltd recorded a profit for the three months to
31 December 2002. We have implemented major change programmers
including cost reductions and redundancies. In March we have
launched a new set of risk products in the market and have also
developed and launched a new Superannuation Mastertrust which
for the first time allows retail clients to access a range of
external fund managers by choice. We are pleased with our
progress to date."
CONTACT INFORMATION: Jim Minto,
CHIEF EXECUTIVE OFFICER,
Tower Australia
+61 403 277 244
William Giesbers,
GROUP CFO,
TOWER Limited
+64 4 498 7906 / +64 21 435 981
DETAILS ON TOWER'S CAPITAL RESTRUCTURING - 31 MARCH 2003
The capital restructuring impacts on TOWER Group Companies as
follows:
TOWER Life (NZ) Ltd (TLNZ) Subscribes for NZ$30m convertible
preference shares in TOWER Insurance (TI), as part of its
investment portfolio. The investment in TI will represent
approximately 3% of its total investment assets.
TOWER Insurance (TI) Receives NZ$30m capital injection from
TLNZ. Pays A$27.5m dividend to TOWER Financial Services Group
(TFSG) - its sole shareholder and ultimate parent of TOWER
Australia Ltd (TAL) - from cash held in Australia. TI's total
capital position is
unchanged.
TOWER Financial Services Group (TFSG) Receives A$27.5m dividend
from TI. Advances A$27.5m to TOWER Holdings Australia (THA). THA
also receives A$4.4m - being surplus funds from Bridges. THA
purchases TAL's shares in TOWER Trust Australia (TTA) for
A$31.9m. THA now directly owns 100% of TTA.
TOWER Australia Ltd (TAL) Receives A$31.9m capital in cash.
Ownership of (1/3)rd TTA is sold to THA.
OTHER STRATEGIC ASSETS
TOWER understands APRA's preference that ideally strategic
assets should not be held in statutory funds. However TOWER has
made no commitments on removing/ replacing the strategic assets
that are still held in TOWER Australia's statutory funds.
TOWER GROUP'S CAPITAL POSITION
The internal reallocation of capital has no material effect on
the Group's capital position, its ability to service its debt or
meet its debt maturity obligations.
There are a number of other strategies, some internal to TOWER
Australia and others dealing with Group capital allocation that
are being considered to further enhance TOWER's capital
position.
STANDARD & POOR'S RATINGS
No adverse impact is expected from the restructuring on the
Group's or subsidiary companies Standard & Poor's ratings.
================================
C H I N A & H O N G K O N G
================================
DIGITAL WORLD: 2002 Net Loss Widens to HK$41.687M
-------------------------------------------------
Digital World Holdings Limited posted below its financial
statement summary announcement:
Year-end date: 30/06/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 1/7/2002 from 1/7/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 22,762 33,175
Profit/(Loss) from Operations : (41,132) (37,315)
Finance cost : (129) (213)
Share of Profit/(Loss) of
Associates : (426) (604)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (41,687) (38,132)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.4) (4.69)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (41,687) (38,132)
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:
LOSS PER SHARE
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the period of approximately
HK$41,687,000(2001: HK$38,132,000) and on the weighted average
of 103,417,683 (2001: 8,123,663) ordinary shares in issue
adjusted for the effect of the Company's consolidation of shares
on 9th September 2002.
Diluted loss per share for the period ended 31st December 2002
has not been calculated as no diluting events existed during the
period. No diluted loss per share for the period ended 31st
December 2001 has been presented as the conversion of warrants,
which lapsed during the period, would result in a decrease in
loss per share.
DYNASTY SOUP: Winding Up Hearing Set for April 9
------------------------------------------------
The High Court of Hong Kong will hear on April 9, 2003 at 10:00
in the morning the petition seeking the winding up of Dynasty
Soup Limited.
Wong Yuen Kwan of Flat B, 25/F., Block 49, City One, Shatin, 7
Tak Yi Street, Shatin, New Territories, Hong Kong filed the
petition on February 26, 2003 Tam Lee Po Lin, Nina represents
the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
HK BUILDING: Narrows 2002 Operations Loss to HK$16.333M
-------------------------------------------------------
The Hong Kong Building and Loan Agency Limited announced
released its financial statement for the year-end date
December 31, 2002:
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 90,476 74,154
Profit/(Loss) from Operations : (16,333) (33,208)
Finance cost : N/A N/A
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 : (16,333) (32,116)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.073) (0.143)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (16,333) (32,116)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final 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. TURNOVER
Turnover represents interest income on mortgage loans and gross
income on treasury investments which includes sales proceeds
from securities trading and interest income on bank deposits and
held-to-maturity securities.
2. LOSS PER SHARE
(a) Basic loss per share
Basic loss per share is calculated based on (i) the net loss
from ordinary activities attributable to shareholders of
HK$16,333,000 (2001 - HK$32,116,000); and (ii) the number of
225,000,000 shares (2001 - 225,000,000 shares) in issue during
the year.
(b) Diluted loss per share
No diluted loss per share is presented for the years ended 31st
December, 2002 and 2001 as there were no dilutive potential
ordinary shares.
KLEINWORT MINKINS: Winding Up Sought by Lee Wai
-----------------------------------------------
Lee Wai Yip is seeking the winding up of Kleinwort Minkins Asset
Management Limited. The petition was filed on February 25, 2003,
and will be heard before the High Court of Hong Kong on April 9,
2003 at 9:30 in the morning.
Lee Wai Yip holds its registered address at Room 914, 9th Floor,
Tin Kin House, Tin Wan Estate, Aberdeen, Hong Kong.
VISCOUNT DEVELOPMENT: Petition to Wind Up
----------------------------------------
The petition to wind up Viscount Development (HK) Limited is set
for hearing before the High Court of Hong Kong on April 9, 2003
at 10:00 in the morning.
The petition was filed with the court on February 26, 2003 by
Lau Kwok Lai of Room 2502, 25/F., Yan Lam House, Tsui Lam
Estate, Tseung Kwan O, Hong Kong.
==================
I N D O N E S I A
==================
ASTRA AGRO: Meets 6th Bond Coupon Payment
-----------------------------------------
On March 15, 2003, PT Astra Agro Lestari Tbk (AALI) paid its 6th
bond coupon interest, totaling Rp44.25 billion. The distribution
of the payment was undertaken by ABN AMRO, as AALI's bond
trustee and payment agent.
The 7th bond coupon payment is scheduled for September 15,
2003. As a result of a gradual decline in SBI rate and the
upgrading of the bond rating, the market index of AALI's bond
went up to 107.55.
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.
BANK NISP: In Acquisition Price Negotiation With BPI
----------------------------------------------------
The Bank of the Philippine Islands (BPI) is said to have
completed the due diligence process for the acquisition of the
publicly listed bank PT Bank NISP and has begun to negotiate
on a price with the bank's owner, Bisnis Indonesia
reports, quoting the bank's President and Chief Executive
Officer Pramukti Surjaudaja.
"It's been a month since the process completion. They had even
asked for data but I myself didn't even know for sure when the
acquisition is accomplished," Surjaudaja said.
NISP shareholders releasing their ownership to BPI are Moore
Investment Limited with 83,51 million shares (4,12%), Hurst
Investment Limited with 158,01 million shares (7,80%), and
Stiles Investment Limited with 158,01 million shares (7,80%).
Pramukti expressed a warm welcome to BPI's joining NISP, as he
is convinced it would create synergy in the future.
"We really don't make a problem out of parties joining as
shareholder as long as they share the same vision with us," he
said, adding that the distribution of ownership has so far been
good with most of the share falling under public ownership.
It is estimated that the sale of NISP 20% share wouldn't
generate more than US$20 million in proceeds and BPI has no
plans to hire a financial advisor for the acquisition.
Regent Pacific offered the share double than market price,
about Rp380-Rp400 per share. There are still other investors
interested in acquiring the bank share, but BPI emerged as
the only one conducting due diligence.
"As far as we know, BPI is the only one making due diligence,"
he said.
Credit Rating Indonesia, PT Pefindo assigned an `idBBB' rating
to the proposed Rp250 billion subordinated bond issued by Bank
NISP Tbk., (NISP) due in 2013, while Fitch, the international
rating agency, has assigned a rating of 'B-' to the same bonds.
=========
J A P A N
=========
JAPAN AIRLINES: May See Record Low Soon
---------------------------------------
Japan Airlines System could be in for a bumpy session due to the
prolonged Iraqi conflict, Dow Jones and Nikkei Financial Daily
reports, citing unnamed analysts. The report said higher fuel
costs and fewer travelers would make it hard for the airline to
reach the goals defined in its midterm business plan.
Japan Airlines expects a second straight annual operating loss
after a slowdown in international flight reservations due to
worries over the Iraq war, TCRAP reports. The airline expects a
group operating loss of two billion yen ($16.63 million) for the
business year ending in March. The group aims to cut an
additional 600 jobs, or 2.8 percent of its workforce, by March
2006. To reduce costs and overlap from the merger, it said last
year it would reduce its workforce by 3,000.
Japan Airlines (JAL) and Japan Air System (JAS) merged to form
Japan Airlines System in October 2002.
KEICHO KOGEN: Golf Course Enters Rehabilitation Proceedings
-----------------------------------------------------------
Keicho Kogen Resort Haihatsu K.K., which has total liabilities
of 7.9 billion yen against a capital of 100 million yen, recently
applied for civil rehabilitation proceedings, according to Tokyo
Shoko Research. The golf course is located in Shioya-gun, Ibaraka,
Japan.
NEC CORPORATION: May Hold Public Stock Offering to Boost Capital
----------------------------------------------------------------
NEC Corporation will consider holding a public stock offering to
boost its capital, Kyodo News said on Saturday, citing new
President Akinobu Kanasugi.
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, according to TCRAP. It posted a 4.5 billion
yen net loss for the third quarter, down from 155 billion yen a
year earlier.
SHINKO SECURITIES: Wants 7% of Staff to Retire Early
----------------------------------------------------
Shinko Securities Co. will seek the departure of its 350
employees, or 7 percent of its current workforce, as part of its
retirement program to be implemented soon, Kyodo news reports.
The second-tier brokerage house will book about 4.3 billion yen
in extra losses for the current fiscal year ending next March
31, as it offers extra allowances to induce employees to leave.
Shinko Securities Co discloses a consolidated net loss of Y13.93
billion in the first three quarters of fiscal 2001, a sharp
reversal from a profit of 8.01 billion yen a year earlier, the
Troubled Company Reporter-Asia Pacific reported. The company,
which was created through the merger in April 2000 of New Japan
Securities Co and Wako Securities Co, attributed the unfavorable
showing in the April-December period of last year to stock
market adjustments resulting from weak economic activity and
corporate earnings.
=========
K O R E A
=========
HANARO TELECOM: Chairman Offers to Resign
-----------------------------------------
Shin Yun-sik, Chairman of Hanaro Telecom Inc., offered to resign
on Friday, bowing pressure from shareholders to bear the
responsibility for its financial losses, according to Reuters.
LG Group, which owns a 13 percent stake in the company, has
demanded Shin be held accountable for poor business performance
during his six-year tenure.
The Internet service provider posted a net loss of 123.1 billion
won ($98 million) in 2002 after a 244.1 billion won loss a year
earlier. Hanaro said it aimed for a 14.8 billion won net profit
for 2003 based on targeted sales of 1.58 trillion won.
At the end of 2001, Hanaro Telecon Inc. had negative working
capital, as current liabilities were 904.82 billion Korean Won
while total current assets were only 642.77 billion Korean Won,
Wright Investor's Service reports.
HANARO TELECOM: Opens AGM to Vote on Reelection of Chairman Shin
----------------------------------------------------------------
The LG Group, Samsung Group, SK Group and other major
shareholders of Hanaro Telecom participated in the company's
Annual General Meeting (AGM) on March 27 to vote on the
reelection of Hanaro Chairman Shin Yun-sik, AFX Asia reports.
Dacom Corporation and other LG Group units said they will vote
against the reelection of Shin, who should be held responsible
for the company's losses over the last couple of years.
HYUNDAI INVESTMENT: Gov't May Need to Inject W3Tr
-------------------------------------------------
The South Korean government may need to inject some 3 trillion
won into ailing Hyundai Investment & Securities Co. before the
planned sale of the company's majority stake to U.S.-based
Prudential Financial Inc. (PRU), the Korea Economic Daily and
Dow Jones reported. The report added that the company had a
negative net worth of 1.42 trillion won at the end of 2002.
Last week, Prudential signed a $400 million contract to acquire
a majority stake in two Hyundai Group units, Hyundai Investment
& Securities and Hyundai Investment Trust Management Company.
South Korea's Financial Supervisory Commission has been
negotiating with Prudential since last year.
HYUNDAI INVESTMENT: Hyundai Securities May Write Off W200B
----------------------------------------------------------
Hyundai Securities Co. may have to write off 200 billion won
($159 million) to cover bad debt at affiliate Hyundai Investment
& Securities Co., Korea Economic Daily and Bloomberg said on
Monday. Hyundai Securities will have to buy bad debt from
Hyundai Investment & Securities at higher than market prices,
the report said, without saying where it obtained the
information.
The South Korean government will provide public funds to Hyundai
Investment & Securities to cover some of its debts, which exceed
assets by 1.4 trillion won. Hyundai Investment & Securities
posted a 109.8 billion won loss for the nine months through
December, and Hyundai Investment Trust posted nine-month profit
of 8.7 billion won.
HYNIX SEMICONDUCTOR: Adjustment of Warrant Exercise Price
---------------------------------------------------------
Hynix Semiconductor Inc. announced the details of adjustment of
its warrant exercise price as follows:
1. Details of Adjustment
Series no. of bond - 2
Class of bond - Zero Coupon Bonds with Warrant
Exercise price before adjustment (won)- 20,160
Exercise price after adjustment (won)- 423,360
2. Formula for adjusting exercise price
Exercise price before adjustment (KRW 20,160) ни 21 =
Exercise price after adjustment (KRW 423,360)
3. Method of adjustment - Exercise price before adjustment ни 21
(Method of capital reduction: Reverse stock split, 21
registered common stocks will be merged with the share of
equivalent par value)
4. Reasons for adjustment - Since the Capital Reduction will be
effective as of March 31, 2003, the adjustment which is
stipulated on the contract of Warrant Issuance should be
reflected
5. Effective date of adjusted price - 2003.03.31
6. Scheduled announcement date of the adjusted exercise price
2003.04.02
The press release is located at
http://www.kse.or.kr/webeng/index.jsp
SK GLOBAL: Books FY02 W296.7B Net Loss
--------------------------------------
SK Global posted a net loss of 296.7 billion won in 2002 after
booking 476.8 billion won in un-collectible debt repayment
guarantees as losses in its balance sheet, AFX Asia reports,
citing a disclosure note to the Korea Stock Exchange. Its
irregular bookkeeping and bad assets completely eroded its
capital, which was negative 212.8 billion won at the end of
2002.
Accounting firm Young Wha Consulting Corporation said it could
not fully account for the Company's overseas debt, as the SK
Global did not provided sufficient documents to this end.
===============
M A L A Y S I A
===============
ACTACORP HOLDINGS: Issues Change in Audit Committee Notice
----------------------------------------------------------
Actacorp Holdings Berhad posted this notice:
Date of change : 27/03/2003
Type of change : Appointment
Designation : Others
Directorate : Non Independent & Non Executive
Name : RUSLI HAJI IDRIS
Age : 42
Nationality : MALAYSIAN
Qualifications :
MBA (Finance), Hull University, United Kingdom, BSC
(Investment) Drake University, Iowa, USA and Diploma in
Banking, Institute Technologi Mara.
Working experience and occupation : More than 20 years of
working experience in finance.
Directorship of public companies (if any) : Saship Holding
Berhad
COMPANY PROFILE
The Actacorp Group is a construction concern. Flagship company
V-Pile Sistem Sdn Bhd undertakes construction and engineering
activities.
The Group started out as manufacturers and distributors of
agricultural chemicals and organic fertilizers. In 1991,
activities were enhanced through diversification into
engineering and construction. Participation in property
development followed in 1994.
The Group is currently in an advanced stage of negotiation for a
restructuring exercise. The proposed restructuring exercise is
intended to revitalize the Group's financial position.
CONTACT INFORMATION: 68A, Jalan SS21/62,
Damansara Utama
47400 Petaling Jaya, Selangor
Tel : 03-7727 4881
Fax : 03-7727 4911
FURQAN BUSINESS: Proposes Variations to Proceeds Utilization
------------------------------------------------------------
The renounceable rights issue of 18,827,536 ordinary shares of
RM1.00 each in Furqan Business Organisation Berhad (Shares)
(Rights Issue) as well as a restricted issue of 45,000,000
Shares to Forad Management Sdn Bhd (FMSB) (Restricted Issue)
undertaken by FBO and completed on 30 December 2002 raised a
total gross proceeds of RM63.8 million. The utilization of
proceeds of RM63.8 million, as approved by the Securities
Commission (SC) in its approval letter dated 16 April 2001 is
subject to the compliance of, amongst others, the following
conditions:
(a) the approval from the SC is required for any change in
the utilization if the said change involve the utilization for
purposes other than for the core business of the FBO Group; and
(b) the approval from the shareholders of FBO is required for
any change in the utilization of the proceeds where the
deviation is 25% or more from the original utilization. If the
deviation is less than 25% from the original utilization,
appropriate disclosures must be made to the shareholders of FBO.
Pursuant to the announcements made by Alliance Merchant Bank
Berhad (Alliance), on behalf of the Company, on 17 January 2003
and 21 January 2003, FBO had proposed to vary the utilization of
proceeds as approved by the SC by advancing up to RM15.75
million from the funds earmarked for the working capital
requirement of the FBO Group and the development of the core
assets to Wilayah Leasing Sdn Bhd (WL), a wholly owned
subsidiary of FBO. WL would utilize these advances for the
disbursements of new leases/ hire purchases and to repay the
arrears of certain existing revolving credit facilities of the
company for the purpose of reactivating these facilities for
further drawdown by the company (Advances to WL). The variation
to the utilization of proceeds, as announced on 17 January 2003
and 21 January 2003, is set out in Table 1 at
http://bankrupt.com/misc/TCRAP_FBO0401.pdf.
As the advance is for the core business of the FBO Group and the
amount is less than 25% of the total proceeds raised from the
Restricted Issue and Rights Issue, the prior approvals from the
SC and the shareholders of FBO were not required. The Advances
to WL was completed on 27 January 2003.
Based on the FBO Group's current working capital requirements as
well as the increase in the restructuring expenses, the Board of
Directors of FBO (Board) is proposing to further vary the
utilization of proceeds. The details on the variation to the
utilization of proceeds are set out in Section 2.1 below.
Moratorium Condition
Pursuant to the injection of the entire equity interests in
Eastern Biscuit Factory Sdn Bhd (EBF) and WL undertaken by FBO
in conjunction with the reverse take over of Austral Amalgamated
Berhad (AAB), the vendors of EBF and WL are required to adhere
to the moratorium condition as provided in Chapter 18 of the
SC's Policies and Guidelines on Issue/ Offer of Securities (SC's
Guidelines) which stipulates that a moratorium shall be imposed
on 50% of the new Shares to be received by the vendors, whereby
the vendors will not be allowed to sell, transfer or assign
their shareholdings for one (1) year from the date, the new
Shares issued for the injections of EBF and WL into FBO, are
listed on the Kuala Lumpur Stock Exchange (KLSE).
Thereafter, the vendors are allowed to sell, transfer or assign
only up to a maximum of one-third per annum on a straight line
basis of their shareholdings under moratorium.
The details of the vendors and the number of new Shares under
moratorium are set out in Table 2 below at
http://bankrupt.com/misc/TCRAP_FBO0401.pdf.
FBO was listed on the Main Board of KLSE in place of AAB on 30
December 2002. Thus, the moratorium condition as provided in
Chapter 18 of the SC's Guidelines commenced on 30 December 2002
and shall be entirely uplifted after 30 December 2005.
With the recent press release from the SC dated 11 March 2003
pertaining to the relaxation of the moratorium condition on the
disposal of moratorium shares after one (1) year from the date
the said moratorium shares are listed on the KLSE, the abovesaid
vendors have sought Friday the SC's approval for the variation
of the existing moratorium condition to be in line with the
recent flexibilities granted by the SC.
Details on the Proposed Variations
Proposed Variations to the Utilization of Proceeds
Proposed Advances to EBF
Approximately RM24.21 million from the Rights Issue and
Restricted Issue have been earmarked for the working capital of
FBO Group and for the development of core assets (as per revised
utilization announced on 21 January 2003). These funds were
initially intended for the redevelopment of the Danau Kota
Development Sdn Bhd's (DKD) projects after the completion of the
restructuring exercise. With the availability of these funds for
project financing, FBO would reduce its reliance on borrowings
for its operations.
However, due to the protracted time taken to complete the
restructuring exercise that had taken approximately one and a
half (1л) years since the approval from the SC and the change in
the demand for such development, there is no immediate need to
utilize the said funds for the development of DKD's property
projects. The Company is currently reviewing the development of
the current projects that are in hand.
FBO, through its wholly owned subsidiary, EBF, is also involved
in the property investment and management and the ownership of
an integrated hotel, shopping and retail complex known as Kota
Sri Mutiara Complex in Kota Bharu, Kelantan. The hotel is
operating under the name of "Renaissance" and comprises 21
levels with a capacity of 298 rooms, of which 142 rooms are
opened for occupancy to date. The remaining 156 rooms have not
been completed.
EBF plans to complete the remaining 156 rooms and to make them
available for occupancy by the second quarter of 2003. The
contractual sum estimated by the contractor for the completion
of the remaining rooms is valued at RM7.87 million.
EBF is currently in the midst of applying for a banking facility
from Bank Industri (M) Bhd (Bank Industri) to finance this
contract. The outcome on the facility is expected to be known by
April 2003.
Hence, FBO proposes to advance to EBF a sum of RM7.3 million to
complete the remaining rooms (Proposed Advances to EBF), in the
event that the said banking facility from Bank Industri could
not be obtained or could not be drawn down on a timely basis.
The balance of the estimated contracted sum shall be funded from
internally generated funds of EBF. The Proposed Advances to EBF
does not require the approval from the SC as it is for the core
business of the FBO Group.
FBO can only proceed with the Proposed Advances to EBF upon the
receipt of approval from the shareholders of FBO for the same,
as detailed in Section 5 below. At that juncture, FBO will
proceed with the Proposed Advances to EBF if the banking
facility has yet to be obtained or could not be drawn down for
any reason whatsoever. The Proposed Advances to EBF will carry
an interest rate of 7.5% per annum until such time the advances
are repaid by EBF to FBO. However, if the banking facility has
been procured and available for drawdown at the time
shareholders have approved the Proposed Advances to EBF, FBO
will not proceed with the Proposed Advances to EBF.
Proposed Increase in Restructuring Expenses
The expenses relating to the restructuring exercise were
initially estimated at RM4.0 million, on the assumption that the
second half of 2001 would complete the restructuring exercise.
However, due to certain circumstances and the various revisions
to the restructuring exercise that led to the delay in the
completion of the restructuring exercise, which was only
completed on 30 December 2002, additional expenses relating to
the completion of the restructuring exercise were inevitably
incurred.
The Board proposes to vary the expenses incurred in relation to
the restructuring exercise from the original RM4.0 million to
RM5.5 million reflecting the actual expenses incurred due to the
delay in the completion of the restructuring exercise (Proposed
Increase in Restructuring Expenses).
Taking into consideration the Proposed Advances to EBF and the
Proposed Increase in Restructuring Expenses, the variation to
the utilization of proceeds, since the last variation as
announced on 21 January 2003, is set out in Table 1.
Proposed Variation to the Moratorium Condition
In conjunction with the implementation of the restructuring
exercise, Teong Hoe Holdings Sdn Bhd (THSB), FMSB, Chong Ching
Siew Holdings Sdn Bhd (CCSH) and Tong Yoong Fatt (collectively
known as White Knights) had undertaken various placement and
financing exercises for the full redemption of the financing
facilities taken by EBF for the development of Kota Sri Mutiara
Complex.
These included placement and pledging of Shares which are under
the moratorium condition, for which, the approvals from the SC
had been obtained vide its letters dated 29 April 2002, 11
November 2002 and 12 December 2002, subject to the condition
that all the recipients of the said moratorium Shares are
required to provide the undertakings:
(i) that the beneficial ownership of the moratorium Shares
remains unchanged throughout the moratorium period, and
(ii) that the sale, transfer or assignment of the said
moratorium Shares shall not be undertaken without the prior
approval from the SC. As such, the moratorium condition imposed
on the said Shares shall continue to be enforced notwithstanding
that these Shares were pledged to third parties.
As such, referring to the latest press release issued by the SC
dated 11 March on Friday on the new moratorium requirement, the
White Knights have on Friday sought the SC's approval to uplift
the moratorium condition on 50% of the Shares received by them
pursuant to the injections of EBF and WL, one (1) year from the
date the Shares are listed on the KLSE (Proposed Variation to
the Moratorium Condition). With the Proposed Variation to the
Moratorium Condition imposed on the Shares held by the White
Knights, the White Knights will no longer need to seek the SC's
approval for the pledging or release of pledges on the
moratorium Shares, one (1) year from the listing of the said
Shares.
Rationale
The completion of the restructuring exercise took a longer time
frame than expected. The completion of the restructuring
exercise was delayed due to the numerous revisions to the
exercise as well as implementation issues faced by FBO/ White
Knights.
It was in FBO's initial plan to allocate funds for the
redevelopment of DKD's property projects. As a result of a delay
in the completion of the corporate exercise and the change in
the demand for such development, there is no immediate need to
utilize the said funds for the development of DKD's property
projects.
Furthermore, EBF plans to complete the remaining 156 rooms and
to make them available for occupancy by the second quarter of
2003. EBF is in the process of applying for a banking facility
to finance this contract and the outcome is expected to be known
in April 2003. Should the financing facility from Bank Industri
be delayed or not approved, the Proposed Advances to EBF
addresses the immediate funding requirement of EBF to complete
and launch the remaining 156 rooms as scheduled. This is
critical because there is demand for additional rooms in
Renaissance Hotel, Kota Bahru.
The Company has also incurred additional expenses relating to
the corporate exercise, from the initial estimated expenses of
RM4.0 million to RM5.5 million. Therefore, the Proposed Increase
in Expenses aims to address the settlement of these additional
expenses.
Notwithstanding the Proposed Variation to the Moratorium
Condition, the White Knights have a long-term commitment to
spearhead the future of FBO. With the Proposed Variation to the
Moratorium Condition, the White Knights would no longer require
the SC's approval each time they pledge or release the pledge on
the moratorium Shares in respect of their respective financing
facilities, one (1) year from the listing of the said Shares.
This will give the White Knights greater flexibility and
expediency in meeting the security margin of their respective
financing facilities. The Proposed Variation to the Moratorium
Condition will also improve the liquidity of the Shares in the
market.
Financial Effects of the Proposed Variations
Issued and paid-up share capital and shareholding structure
The Proposed Variations have no effect on the issued and paid-up
share capital and shareholding structure of FBO.
Net Tangible Assets (NTA)
The Proposed Variations have no effect on the NTA of FBO Group
as at 31 December 2002.
Earnings
The Proposed Advances to EBF is not expected to have any impact
on the earnings of the FBO Group for the financial year ending
31 December 2003 because it is between FBO and its wholly owned
subsidiary EBF.
The Proposed Increase in Expenses and Proposed Variation to the
Moratorium Condition has no impact on the earnings of FBO Group
for the financial year ending 31 December 2003.
Approvals Sought
The Proposed Variations shall be subject to the approvals of:
· The SC for the Proposed Increase in Restructuring Expenses
and Proposed Variation to the Moratorium Condition; and
· The shareholders of FBO on the Advances to WL, Proposed
Advances to EBF and Proposed Increase in Expenses, collectively
(Proposed Variation in the Utilization of Proceeds) at an
extraordinary general meeting to be convened. The Proposed
Variation in the Utilization of Proceeds amounts to RM24.55
million in aggregate, which is a deviation of more than 25% from
the original utilization as approved by the SC vide its letter
dated 16 April 2001.
Director's Opinion On The Proposed Variations
The Board of Directors of FBO is of the opinion that the
Proposed Variations are in the best interest of FBO and its
shareholders.
FURQAN BUSINESS: Unit Proposes Property Disposal
------------------------------------------------
The Board of Directors Furqan Business Organisation Berhad
announced that the company's wholly owned subsidiary, Austral
Amal Properties (PJ) Sdn Bhd (AAPJ) has on 28 March 2003,
entered into a MOU with the Nauticalink Berhad (NBL) for the
disposal of an industrial cum warehouse building located in a
semi-industrial area in Petaling Jaya (the Property) to NLB (the
Proposed Disposal).
THE PROPOSED DISPOSAL
The Proposed Disposal involves the disposal of an industrial cum
warehouse building located in a semi-industrial area in Petaling
Jaya to NLB for a purchase consideration to be agreed upon and
subject to the terms contained in the MOU and such other terms
and conditions as the parties may mutually agree upon.
SALIENT TERMS OF THE MOU
The salient terms of the MOU are as follows:
(a) The MOU is conditional upon the execution of the MOU
between NLB and the vendors of Hexariang Sdn Bhd (Hexa) for the
acquisition of 100% shareholding and interest in Hexa.
(b) The parties to the MOU have mutually reached a broad
understanding that AAPJ will sell and NLB will purchase the
Property at a purchase consideration to be agreed upon between
the said parties.
(c) The parties will take all necessary actions to execute an
Acquisition Agreement (Conditional AA) upon the terms and
subject to the conditions as may be mutually agreed upon by the
parties before expiry of the MOU.
(d) The acquisitions of the Property and Hexa by NLB are
interconditional upon each other.
(e) The conditional AA shall, inter alia, be conditional upon
the following conditions having been fulfilled:
(i) satisfactory results of the due diligence on the
Property;
(ii) satisfactory results of the due diligence on NLB
Group;
(iii) the approval of the Securities Commission;
(iv) the approval of the Foreign Investment Committee (if
required);
(v) the approval of the Kuala Lumpur Stock Exchange;
(vi) the approval of the Board of Directors and
shareholders of NLB, subject to the terms and conditions of the
AA;
(vii) the approval of the Board of Directors of AAPJ,
subject to the terms and conditions of the AA; and
(viii) all other requisite approvals including but not
limited to any approval of regulatory bodies being obtained in
connection with the Proposed Disposal and Proposed Restructuring
Scheme of NBL.
(f) During the period between the date of the execution of
the MOU until its expiry 6 months later, (Exclusivity Period),
AAPJ and NBL will refrain from selling, transferring or
disposing the Property or any part thereof to any person other
than NLB and will also refrain from negotiating, initiating or
taking any step with a view to negotiate with any third party
for any purpose in relation to the sale and purchase of the
Property. Notwithstanding this, either party may terminate the
MOU if an agreement in principle with NBL's creditors is not
reached within 60 days from the date of execution of the MOU.
(g) The MOU shall be deemed to have no effect if AAPJ fail to
comply with their obligation during the Exclusivity Period
and/or the conditional AA is not executed within the Exclusivity
Period.
The MOU merely sets out the general understanding of the
proposed structure of the negotiations to be carried out between
the parties in relation to the conditional AA and is subject to
its execution. The MOU is not intended to have a legal force or
binding effect until all parties mutually agree upon all terms.
EFFECTS OF THE PROPOSED DISPOSAL
The Proposed Disposal does not have any material effect on the
NTA and earnings of the FBO Group for the financial year ending
31 December 2003.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the directors nor the substantial shareholders of FBO or
persons connected with them has any interest, direct or
indirect, in the Proposed Disposal.
DIRECTORS' OPINION
The Directors of FBO are of the opinion that the Proposed
Disposal is in the best interest of the FBO Group.
DOCUMENTS FOR INSPECTION
The MOU will be available for inspection at FBO's registered
office during normal business hours for a period of three (3)
months from the date of this announcement.
NAUTICALINK BERHAD: Enters Proposed Restructuring Scheme MOUs
-------------------------------------------------------------
On 5 March 2003, Nauticalink Berhad announced that NLB and its
advisors are working on a fresh proposal for the company's revised
restructuring scheme, which will also entail a composite scheme of
arrangement with the creditors of NLB and its subsidiaries. (Proposed
Restructuring Scheme).
Further to the announcement, the company would like to announce
that on 28 March 2003, NLB has entered into the following MOUs:
(i) An MOU with Nor Hamzah Nordin (NHN) and Mohd Azham Mohd
Nor (MAN) for the proposed acquisition of the entire issued and
paid-up capital of Hexariang Sdn Bhd (HEXA).
(ii) An MOU with Austral Amal Properties (P.J.) Sdn Bhd (AAP)
for the proposed acquisition of a building in Petaling Jaya,
Selangor (PJ Property)
The MOUs were entered with the above Vendors with a view to
commence negotiations and subsequently, finalize and conclude
the terms of the Proposed Acquisitions for the purposes of the
Proposed Restructuring Scheme.
NHN, MAN and AAP shall collectively be referred to as Vendors.
THE PROPOSED ACQUISITIONS
The Proposed Acquisitions involve the acquisition of the entire
issued and paid-up capital of HEXA (Sale Shares) and PJ Property
by NLB from the Vendors for a purchase consideration to be
agreed upon and subject to the terms contained in the MOU and
such other terms and conditions as the parties may mutually
agree upon.
HEXA is principally involved in the manufacture of components
for the automotive industry. The company has a paid up capital
of RM2 million. HEXA's main production facilities are located in
Shah Alam.
The PJ Property is an industrial cum warehouse building located
in a semi-industrial area in Petaling Jaya.
SALIENT TERMS OF THE MOU
The salient terms of the MOU are as follows:
(a) The parties to the MOU have mutually reached a broad
understanding that the Vendors will sell and NLB will purchase
the Sale Shares and the properties at a purchase consideration
to be agreed upon between the said parties.
(b) The purchase consideration of the Proposed Acquisitions
shall be satisfied by the issuance of such number of new
ordinary shares in NLB at an issue price of RM1.00 or such other
price as the parties may mutually agree upon, as well as such
other instruments as may be mutually agreed upon by the
respective parties. The parties will take all necessary actions
to execute a share sale agreement (Conditional SSA) upon the
terms and subject to the conditions as may be mutually agreed
upon by the parties before expiry of the MOU.
(c) The acquisition of HEXA and PJ Property are inter-
conditional upon each other.
(d) The Conditional SSA shall, inter alia, be conditional
upon the following conditions having been fulfilled:
(i) satisfactory results of the due diligence on HEXA and
PJ Property;
(ii) satisfactory results of the due diligence on NLB;
(iii) the approval of the Securities Commission;
(iv) the approval of the Foreign Investment Committee;
(v) the approval of the Kuala Lumpur Stock Exchange;
(vi) the approval of the Board of Directors and
shareholders of NLB, subject to the terms and conditions of the
Conditional SSA;
(vii) the approval of the Board of Directors of the HEXA,
AAP, the chargee of the PJ Property where necessary and subject
to the terms and conditions of the Conditional SSA;
(viii) all other requisite approvals including but not
limited to any approval of regulatory bodies being obtained in
connection with the Proposed Acquisitions and Proposed
Restructuring Scheme.
(e) During the period between the date of the execution of
the MOU until its expiry 6 months later, (Exclusivity Period),
the Vendors and the company will refrain from selling,
transferring or disposing of the Sale Shares or any part thereof
to any person other than NLB and will also refrain from
negotiating, initiating or taking any step with a view to
negotiate with any third party for any purpose in relation to
the sale and purchase of the Sale Shares. Notwithstanding this,
either party may terminate the MOU if an in principal agreement
with the company's creditors is not reached within 60 days from
the date of execution of the MOU.
(f) The MOU shall be deemed to have no effect if the Vendors
fail to comply with their obligation during the Exclusivity
Period and/or the Conditional SSA is not executed within the
Exclusivity Period.
The MOU merely sets out the general understanding of the
proposed structure of the negotiations to be carried out between
the parties in relation to the Conditional SSA and is subject to
the execution of the Conditional SSA. The MOU is not intended to
have a legal force or binding effect until the parties agree
upon all terms.
DETAILS AND EFFECTS OF THE PROPOSED EXERCISE
The details and effects of the Proposed Exercise will be
announced upon finalization of the terms and conditions of the
Proposed Acquisitions and Proposed Restructuring Scheme.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
At present, to the best of the knowledge and belief of the Board
of Directors of NLB, none of the Directors, substantial
shareholders or persons connected with them has any interest,
direct or indirect, in the Proposed Acquisitions.
INSPECTION OF DOCUMENT
The MOU will be available for inspection at the company's
registered office during normal business hours for a period of
two (2) weeks from the date of this announcement.
ANNOUNCEMENT UPON EXECUTION OF AGREEMENT
A detailed announcement will be made by the company's Corporate
Advisors upon the execution of the Conditional SSA in respect of
the Proposed Acquisitions.
OLYMPIA INDUSTRIES: SC Approves Proposed Variations, Extension
--------------------------------------------------------------
Further to the earlier announcement made by Alliance Merchant
Bank Berhad (Alliance), on behalf of the Board of Directors of
Olympia Industries Berhad, on 6 February 2003 in relation to the
Proposed Variations and Proposed Waiver of Condition to the
Proposed Restructuring Scheme (Proposed Variations) and the
announcement made by OIB 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 the Proposed
Variations, Proposed Extension and Proposed Waiver as set out
below.
DETAILS OF THE PROPOSED VARIATIONS
The SC has approved, as proposed by OIB, 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 2000 of RM190,534,826, being set
off against the accumulated losses of OIB.
As varied
The reduction of the entire amount outstanding in the share
premium account as at 30 June 2002 of RM190,534,826, being set
off against the accumulated losses of OIB.
(b) Proposed OIB Disposals
The Proposed OIB Disposals, in summary, entail the proposed
disposal by OIB and certain of its subsidiaries of the following
seven (7) companies and properties to Mycom Berhad (Mycom):
(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
OIB is to undertake the Proposed OIB Disposals for a total sale
consideration of RM51,683,000 which is to be satisfied by the
novation of debts to Mycom totaling RM42,696,000 and a cash
consideration totaling RM8,987,000, which disposal, entails
amongst others, a total of 200,000 ordinary shares of RM1.00
each, representing 100% equity interest in MCSB.
As varied
OIB is to undertake the Proposed OIB Disposals for a total sale
consideration of RM56,377,660 which is to be satisfied by the
novation of debts to Mycom totaling RM47,390,660 and a cash
consideration totaling RM8,987,000, which disposal, entails
amongst others, a total of 1,000,000 ordinary shares of RM1.00
each, representing 100% equity interest in MCSB.
(c) Utilization of Proceeds
The SC has also taken note of the proposed revision to the
utilization of proceeds arising from the proposed special issue,
the details of which are set out in Table 1 at
http://bankrupt.com/misc/TCRAP_OIB0401.pdf.Accordingly, the SC
had approved the revised proposed utilization of proceeds, which
had been earmarked for the non-core business of OIB, as
proposed.
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
(Proposed Extension), 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 and for Jupiter Securities Sdn Bhd (Special
Administrators Appointed), a 60% owned subsidiary of OIB, to
merge with at least one other stock broking firm.
DETAILS OF THE PROPOSED WAIVER
The SC had also approved the proposed waiver of the condition
imposed by the SC in its earlier approval letter dated 8 March
2002, in respect of the proposed acquisitions of the equity
interests in MA Realty Sdn Bhd (MAR), Naturelle Sdn Bhd (NSB)
and Harta Sekata Sdn Bhd (HSSB), whereby the latest adjusted
audited net tangible assets (NTA) for MAR, NSB and HSSB shall
not be less than the NTA value of the respective companies as at
31 December 1999 and the latest adjusted audited NTA shall not
be later than four (4) months from the final acquisition date.
The approval by the SC is subject to the condition that the
respective vendors of MAR, NSB and HSSB are required to retain
all other assets (save for the land in MAR, NSB and HSSB) and
all liabilities in MAR, NSB and HSSB on the aforesaid 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 OIB at an extraordinary general
meeting to be convened and any other relevant authorities.
PICA (M): Lenders' Proposed Debt Workout Scheme Approval Pending
----------------------------------------------------------------
On behalf of Pica (M) Corporation Berhad, Commerce International
Merchant Bankers Berhad wishes to announce that the KLSE had, via
a letter dated 19 March 2003, notified Pica that Pica has been
determined by the KLSE as having an inadequate level of
operations (Affected Listed Issuer) pursuant to Practice Note
10/2001.
DETERMINATION OF ADEQUACY OF LEVEL OPERATIONS
Practice Note 10/2001, which came into effect on 1 July 2001,
states that the level of operations of a listed company must be
adequate to warrant continued trading and/or listing on the
Official List pursuant to paragraph 8.16 of the LR.
The following are some of the circumstances, the occurrence of
any one of which, may lead the KLSE to determine a listed issuer
as having inadequate level of operations pursuant to paragraph
8.16 of the LR:
(a) where the assets of the listed issuer on a consolidated
basis consist of 70% or more of cash and/or short-term
investment.
(b) the listed issuer has suspended or ceased all of its
business or its major business or its entire or major
operations.
For the purpose of this paragraph, 'major' means such proportion
that contributes or generates 70% or more of the listed issuer's
revenue on a consolidated basis based on its latest annual
audited accounts; or
(c) the listed issuer has an insignificant business or
operations i.e. business or operations which generate revenue on
a consolidated basis that represents 5% or less of the issued
and paid-up capital (excluding any redeemable preference shares)
of the listed issuer based on its latest annual audited
accounts.
The KLSE has notified via its letter dated 19 March 2003
(Notice), that Pica is deemed to be an Affected Listed Issuer
pursuant to Paragraph 2.1(c) of Practice Note 10/2001 as
highlighted above.
The operations of Pica had deteriorated significantly mainly due
to the substantial drop in lending activities following the
economic downturn. In addition, income from investment
activities was also adversely affected on the back of weak
market sentiment and unfavorable business climate. Following the
financial crisis beset in 1997, the banking sector had exercised
a more cautious policy in lending activities, which indirectly
affected Pica in terms of procuring additional funds to support
its business. In addition, Pica has adopted a prudent approach
in selecting new investments and conserved its cash flow for its
operating expenses, which resulted in very minimal business
transactions effected during the year 2002.
Pica is also an affected issuer pursuant to Practice Note 4
(PN4), hence the requirements and obligations set out in PN4
will prevail. Pica is therefore required to strictly comply with
the provisions of PN4, particularly the timeframe prescribed in
PN4 for the regularization of Pica's financial condition as
announced by Pica on 28 February 2002.
STATUS OF PICA'S PROPOSED DEBT RESTRUCTURING
SCHEME PURSUANT TO PN4
On 1 March 2002, Pica announced, inter alia, the proposed debt-
restructuring scheme as part of its plan to regularize its
financial condition. Currently, the proposed debt-restructuring
scheme is still pending receipt of approvals from certain
lenders. The Company shall make the necessary announcement in
accordance with the LR.
PSC INDUSTRIES: Proposed Bonus Issue Completion Time Extended
-------------------------------------------------------------
PSC Industries Berhad refers to the announcement dated 17 August
2001 in respect of the Securities Commission's (SC) approval on
the Proposals, which comprises of:
· Proposed Bonus Issue
· Proposed Private Placement
· Proposed Debt Restructuring
· Proposed Restricted Offers for Sale
· Proposed Waivers Of Mandatory General Offers
On behalf of PSCI, Aseambankers Malaysia Berhad is pleased to
announce that the SC had, vide its letter dated 25 March 2003
approved the extension of the completion date for the Proposed
Bonus Issue and the Proposed Private Placement to 15 August
2003.
In the same letter, SC has also indicated that any application
for further extension of time for the implementation of the
Proposed Debt Restructuring and the Proposed Restricted Offers
for Sale will only be considered after the Proposed Debt
Restructuring duly agreed upon by the creditor banks has been
made available to SC for approval.
RENONG BERHAD: Inks HOA to Implement Scheme of Arrangement
----------------------------------------------------------
On behalf of Renong, Commerce International Merchant Bankers
Berhad (CIMB) wishes to announce that Renong had on 27 March
2003 entered into a Heads of Agreement (HOA) with Global
Converge Sdn Bhd (Newco), United Engineers (Malaysia) Berhad
(UEM) and Intria Berhad (Intria) to implement a scheme of
arrangement under Section 176 of the Companies Act, 1965 (SOA)
comprising the following:
(i) The cancellation and exchange by the existing
shareholders of Renong of their respective Renong shares of
RM0.50 each (Renong Shares) with new ordinary shares of RM1.00
each (Newco Shares) in Newco, a newly incorporated investment
holding company, on the basis of one (1) new Newco Share for
every four (4) existing Renong Shares held (Proposed Renong
Share Exchange);
(ii) A reduction in the issued share capital of Renong after
the Proposed Renong Share Exchange from RM1,561.9 million
comprising 3,123.7 million shares of RM0.50 each to RM780.9
million comprising 1,561.9 million shares of RM0.50 each;
(iii) Proposed restructuring and partial settlement of the
entire RM8,197.6 million nominal value zero coupon redeemable
secured and guaranteed bond due in 2006 (SPV Bond) issued by
Renong Debt Management Sdn Bhd, a subsidiary of Renong, with an
accreted value to 28 February 2003 of approximately RM3,695.4
million (Proposed Debt Restructuring);
(iv) The Proposed Acquisitions (as defined in Section 3.3 of
this announcement), which will include shares in Intria
currently held by UEM and/or its subsidiaries, including such
additional new Intria shares that UEM and/or its subsidiaries
will own pursuant to the Intria Scheme as defined below; and
(v) The implementation by Intria of a SOA and acquisition
(Intria Scheme) comprising the following:
(a) The privatization of Projek Penyelenggaraan Lebuhraya
Berhad (Propel) as set out in Section 9.1 of this announcement;
and
(b) The proposed acquisition of the entire equity interest
in UE Construction Sdn Bhd (UEC) for a purchase consideration of
approximately RM156.3 million (Proposed UEC Acquisition).
The Proposed Renong Share Exchange, Proposed Debt Restructuring
and Proposed Acquisitions are hereinafter collectively known as
the "Proposals".
Renong Shares will be delisted from the Main Board of Kuala
Lumpur Stock Exchange (KLSE) upon completion of the Proposals
while Newco Shares will be listed on the KLSE. Thereafter,
Renong shall become a wholly-owned subsidiary of Newco.
The following is only a summary of the Proposals (as defined
herein) and must be read in conjunction with the details as set
out in Sections 2 to 18 of this announcement) Transfer of
listing from Renong to Newco, which will have four distinct core
businesses:
- Engineering and construction activities under Intria
Berhad;
- Healthcare activities under Pharmaniaga Berhad;
- Environmental services under Kualiti Alam Holdings Sdn Bhd;
- Property development activities under Renong;
Disposal of non-core and/or non-performing assets;
Reduction in SPV Bond from approximately RM3.7 billion to RM1.9
billion;
Restructuring of SPV Bond from effective yield-to-maturity of
9.6% per annum to 2.0% per annum and extension of redemption
period to 10 years from completion;
Key financial effects:
- Proforma shareholders' funds of Newco at RM1.1 billion
compared to RM234.2 million for Renong as at 31 December 2002;
- Proforma NTA per share of 67.1 sen for Newco compared to
5.9 sen for Renong as at 31 December 2002;
- Proforma gearing of 3.7 times for Newco compared to 19.0
times for Renong as at 31 December 2002; and
- Interest savings of approximately RM278.6 million per annum
for Renong.
Corporate structure before Proposals (Table 1); and
Corporate structure after Proposals (Table 2).
DETAILS OF THE PROPOSALS
Proposed Renong Share Exchange
Newco shall undertake with the shareholders of Renong for their
respective Renong Shares to be cancelled and exchanged with new
Newco Shares on the basis of one (1) new Newco Share for every
four (4) existing Renong Shares held, the details of which are
as follows:
(i) Cancellation of Renong's entire existing issued and paid-
up share capital of RM1,561.9 million comprising 3,123,729,124
ordinary shares of RM0.50 each; and
(ii) Issuance of 780,932,281 new Newco Shares to Renong
shareholders on the basis of one (1) new Newco Share for every
four (4) existing Renong Shares held.
As an integral part of the Proposed Renong Share Exchange, an
application will be made to the KLSE to delist the Renong Shares
from the Main Board of KLSE upon completion of the Proposals and
to list the entire enlarged issued and paid-up share capital of
Newco (inclusive of the Newco Shares to be issued pursuant to
the Proposed Acquisitions) on the Main Board of KLSE. Upon
completion of the Proposals, Renong shall become a wholly-owned
subsidiary of Newco.
Proposed Debt Restructuring
Renong's entire indebtedness to UEM in relation to the SPV Bond
is proposed to be restructured and partially settled in the
following manner, as detailed in
http://bankrupt.com/misc/TCRAP_Renong0401.pdf.
(ii) The balance of the SPV Bond outstanding at the accreted
value of RM1,865.4 million as at 28 February 2003 (assuming the
redemption takes place on the same day) shall be restructured
and redeemable on the 10th anniversary of the completion of the
Proposed Debt Restructuring.
The Disposal Assets are presently pledged as security for the
SPV Bond held by UEM.
Save as disclosed above, no other liabilities are expected to be
assumed by UEM pursuant to the Proposed Debt Restructuring.
Based on the carrying values of the Disposal Assets as at 31
December 2002 of approximately RM1,558.3 million, the transfer
of the Disposal Assets to UEM will result in a one-off gain of
approximately RM144.9 million to Renong after taking into
consideration the realization of the net revaluation surplus of
approximately RM471.4 million on the CAHB and Camerlin shares.
The original costs of investment of Renong in the Disposal
Assets and the respective dates of investment are disclosed in
Table 3.
Proposed Acquisitions
The proposed acquisitions by Newco from UEM and/or its
subsidiaries are in respect of the entire equity interest in the
following companies:
(a) 30,980,466 ordinary shares of RM1.00 each in Pharmaniaga
Berhad (Pharma), representing 30.98% equity interest therein as
at 28 February 2003 for a purchase consideration of RM124.9
million (Proposed Pharma Acquisition);
(b) 20,000,000 ordinary shares of RM1.00 each and 44,307,740
5% redeemable cumulative preference shares (RCPS) of RM1.00 each
in Kualiti Alam Holdings Sdn Bhd (KAHSB), representing 100.00%
equity interest therein as at 28 February 2003 for a purchase
consideration of RM180.0 million (Proposed KAHSB Acquisition);
(c) 71,194,325 ordinary shares of RM1.00 each in Cement
Industries of Malaysia Berhad (CIMA), representing 53.97% equity
interest therein as at 28 February 2003 for a purchase
consideration of RM170.1 million (Proposed CIMA Acquisition);
(d) 98,795,600 ordinary shares of 25 pence each in Kinta
Kellas Public Limited Company (Kinta Kellas), representing
62.37% equity interest therein as at 28 February 2003 for a
purchase consideration of RM78.0 million (Proposed Kinta Kellas
Acquisition); and
(e) Up to 533,087,605 ordinary shares of RM1.00 each in
Intria (Intria Shares), representing up to 55.31% equity
interest based on the enlarged issued and paid-up share capital
in Intria upon completion of the Intria Scheme for a purchase
consideration of up to RM453.2 million (Proposed Intria
Acquisition);
The up to 533,087,605 Intria Shares to be acquired by Newco from
UEM shall comprise the following:
(i) 347,487,605 Intria Shares representing 44.65% equity
interest held by UEM therein as at 28 February 2003 for a
purchase consideration of RM267.6 million;
(ii) 45.60 million Intria Shares to be issued to UEM pursuant
to the Proposed UEC Acquisition after assuming an inter-company
debt of RM110.7 million owed by UEM to Propel as at 31 December
2002 for a purchase consideration of RM45.6 million;
(iii) 78.68 million Intria Shares to be issued to UEM
pursuant to the privatization of Propel for a purchase
consideration of RM78.7 million; and
(iv) Up to 61.32 million Intria Shares to be issued to UEM
pursuant to Alternative 2 of the privatization of Propel (as set
out in Section 9.1 (ii) herein) for a purchase consideration of
RM61.3 million.
The proposed acquisition of Intria Shares in paragraphs (ii),
(iii) and (iv) above shall hereinafter be known as the "Proposed
Intria Scheme Shares Acquisition."
The Proposed Intria Scheme Shares Acquisition is conditional
upon the Intria Scheme. In the event the Intria Scheme is not
approved or implemented or implemented only in part, Newco shall
purchase UEM's existing equity interest in Intria which
comprises 347,487,605 Intria Shares for a purchase consideration
of RM267.6 million, and such number of new Intria Shares to be
issued to UEM pursuant to the Intria Scheme at the issue price
of RM1.00 per Intria Share.
The Proposed Pharma Acquisition, Proposed KAHSB Acquisition,
Proposed CIMA Acquisition, Proposed Kinta Kellas Acquisition and
Proposed Intria Acquisition shall be collectively referred to as
the "Proposed Acquisitions" whilst the equity interests in
Pharma, KAHSB (including the RCPS in KAHSB), CIMA, Kinta Kellas
and Intria to be acquired by Newco shall be collectively
referred to as the "Acquisition Assets".
The purchase consideration of the Acquisition Assets was
determined on a willing buyer-willing seller basis based on the
five (5)-day WAMP up to 28 February 2003 of the respective
companies, save as follows:
(a) The Proposed Intria Scheme Shares Acquisition shall be at
the issue price of RM1.00 per share; and
(b) The Proposed KAHSB Acquisition is after taking into
consideration the projected future cash flows of Kualiti Alam
Sdn Bhd (KASB), a wholly-owned subsidiary of KAHSB, discounted
to its net present value and the net tangible assets (NTA) of
KAHSB.
The total purchase consideration for the Proposed Acquisitions
of up to RM1,006.2 million shall be satisfied by the issuance of
up to 628.9 million ordinary shares of RM1.00 each in Newco at
an issue price of RM1.60 per share.
The issue price of RM1.60 per Newco Share was arrived at after
taking into consideration the following:
(a) the five (5)-day WAMP of Renong Shares up to 28 February
2003 of RM0.47 per share;
(b) the audited NTA per Renong Share of 5.87 sen as at 31
December 2002;
(c) the swap ratio of four (4) existing Renong Shares for one
(1) new Newco Share; and
(d) the future prospects of the Newco group of companies
(Newco Group).
The Newco Shares to be issued pursuant to the Proposed
Acquisitions shall upon allotment and issue, rank pari passu in
all respects with the existing Newco Shares and the new Newco
Shares to be issued pursuant to the Proposed Renong Share
Exchange.
The Acquisition Assets shall be acquired free from all liens,
charges and encumbrances and with full legal and beneficial
title, together with all rights attaching to them, including
rights to any dividend or other distribution declared, with
effect from the completion date. Other than the Newco Shares to
be issued pursuant to the Proposed Acquisitions, no other
liabilities shall be assumed by Newco.
The UEM group of companies (UEM Group) are principally engaged
in expressways operations, project management, cement
manufacturing, engineering and construction, healthcare,
environmental services, trading, transportation and technology,
hotel and property development, investment holding,
telecommunication, power and other related engineering services.
UEM is a subsidiary of Syarikat Danasaham Sdn Bhd (Danasaham),
which in turn is a wholly-owned subsidiary of Khazanah Nasional
Berhad (Khazanah).
The names of the directors of UEM are disclosed in Table 4.
The original costs of investment of UEM in the Acquisition
Assets and the respective dates of investments are disclosed in
Table 5.
Proposed Employee Equity Scheme (Proposed EES)
In conjunction with the Proposals, UEM shall undertake an
Employee Equity Scheme (EES) comprising of such number of Newco
Shares with the employees of the UEM Group who are eligible,
based on a cut-off date to be determined, to participate in the
Proposed EES (Employees) to meet the 25% public spread
requirement for Newco under the Listing Requirements of the
KLSE.
The principal terms of the Proposed EES are as follows:
(i) The allocation of the entitlements to Employees will be
based on certain performance measurement criteria which
includes, amongst others, position, performance, seniority and
the length of service of the respective Employee; and
(ii) The tenure of the Proposed EES is for a period of five
(5) years commencing from the date of the implementation of the
Proposed EES.
The Proposed Debt Restructuring will result in UEM acquiring
more than 33.0% equity interest in Faber, Park May and TIME. In
addition thereto, upon completion of the Intria Scheme, UEM's
equity interest in Intria will increase by more than 2.0% and
upon the completion of the Proposed Renong Share Exchange and
Proposed Acquisitions, UEM will acquire more than 33.0% equity
interest in Newco. Similarly, the Proposed Acquisitions will
also result in Newco acquiring more than 33.0% but less than the
entire equity interest in Intria, CIMA and Kinta Kellas.
Accordingly, both UEM and Newco will be required to undertake
mandatory general offers (MGOs) to acquire the remaining shares
in the abovementioned companies pursuant to the Malaysian Code
on Take-Overs and Mergers 1998. However, both UEM and Newco will
seek waivers from the Securities Commission (SC) respectively
from having to undertake the respective MGOs (Proposed Waivers).
The salient features of the HOA are as set out above and in
Sections 9 and 12 herein. The parties to the HOA shall enter
into negotiations to finalize the scheme agreements and such
other agreements to be signed in due course. The HOA is
available for inspection on Mondays to Fridays (other than
public holidays) at 2nd Floor, Bangunan MCOBA, 42 Jalan Syed
Putra, 50460 Kuala Lumpur for a period of three (3) months from
the date of this announcement.
INTRIA SCHEME
Privatization of Propel
Intria proposes to take Propel private through the cancellation
and exchange by the existing shareholders of Propel of their
respective Propel shares of RM1.00 each (Propel Shares) with the
following alternatives:
(i) Alternative 1
(a) Cash payment of RM1.00 per Propel Share to the
shareholders of Propel; and
(b) Issuance of up to 140,000,000 new Intria Shares to
Propel shareholders on the basis of two (2) new Intria Shares
for every existing Propel share held
or
(ii) Alternative 2
(a) Cash payment of RM0.70 per Propel Share to the
shareholders of Propel; and
(b) the exchange of Propel Shares by the Propel
shareholders with ordinary shares of RM1.00 each in PLUS
Expressways Berhad (PLUS) held by UEM (PLUS Shares) based on an
exchange ratio of one (1) Propel Share for every one (1) PLUS
Share. Thereafter, Intria will issue two (2) new Intria Shares
and pay RM0.30 cash to UEM in consideration for every one (1)
PLUS Share exchanged.
Proposed UEC Acquisition
Intria shall acquire the entire equity interest in UEC from UEM
for a purchase consideration of RM156.3 million, which shall be
satisfied through the assumption of debt owing by UEM to Propel
of RM110.7 million as at 31 December 2002, with the remaining
balance of RM45.6 million to be satisfied by the issuance of
45.6 million new Intria Shares at an issue price of RM1.00 per
share.
RATIONALE FOR THE PROPOSALS
The Proposals represent a long-term solution to turn around the
prospects, address the earnings and balance sheet position, and
ensure the long-term viability of the Renong group of companies
(Renong Group), which will form part of the Newco Group. Upon
completion, the Newco Group will comprise four distinct core
businesses as follows:
(i) Engineering and construction activities under Intria;
(ii) Healthcare activities under Pharma;
(iii) Environmental services under KAHSB; and
(iv) Property development activities under Renong.
Duplication of activities, particularly in relation to
construction related businesses, will be substantially
eliminated and will all be carried out through the Intria Group.
The Proposed Debt Restructuring would result in the resolution
of the SPV Bond into a more manageable amount, which will be
repaid over an extended period of 10 years at an effective
interest rate of 2.0% per annum. The SPV Bond outstanding is
approximately RM3,695.4 million as at 28 February 2003. Given
the current effective interest rate of 9.6% per annum, the
resolution of this indebtedness would generate interest savings
of approximately RM278.6 million per annum. Furthermore, the
extension of the maturity date from 30 September 2006 to the
10th anniversary of the completion of the Proposed Debt
Restructuring will remove the short to medium term cash flow
pressure otherwise required to redeem the SPV Bond.
The sale of the Disposal Assets enables the Renong Group to
dispose off its non-core and/or non-performing assets at current
market values.
The creation of Newco and the subsequent acquisition of several
of UEM's equity interest in companies with a profit record and
strong growth potential will augur well for Newco as the said
acquisitions will further strengthen the financial position and
improve its financial performance in the foreseeable future.
The completion of the Proposals would enable the management of
Newco to concentrate on building the core businesses and
eventually enhance shareholders' value, instead of being
distracted in restructuring the huge SPV Bond outstanding.
The Proposals would also serve to satisfy one of the conditions
of the SC's approval of the private placement of 800 million
Renong Shares completed on 26 December 2002, which required
Renong to formulate a comprehensive scheme to resolve its
financial difficulties.
EFFECTS OF THE PROPOSALS
Share Capital
The effects of the Proposals on the share capital of Renong and
Newco are shown in Table 7.
Substantial Shareholders' Shareholdings
The effects of the Proposals on the substantial shareholders'
shareholdings in Renong/Newco are shown in Table 8.
Earnings
The Proposals will contribute positively to the earnings of the
Renong/Newco Group in the future as a result of the interest
savings from the restructuring and partial settlement of the SPV
Bond, non-equity accounting of loss making associates disposed,
and the earnings from the Acquisition Assets. In addition
thereto, based on the carrying values of the Disposal Assets as
at 31 December 2002 of approximately RM1,558.3 million, the
transfer of the Disposal Assets to UEM will result in a one-off
gain of approximately RM144.9 million to Renong after taking
into consideration the realization of the net revaluation
surplus of approximately RM471.4 million on the CAHB and
Camerlin shares.
Given the current effective interest rate of 9.6% per annum, the
restructuring and partial settlement of the SPV Bond would
generate interest savings of approximately RM278.6 million per
annum.
NTA and Gearing
The proforma effects of the Proposals on the audited
consolidated NTA per share of the Renong/Newco Group as at 31
December 2002 are shown in Table 9.
CONDITIONS OF THE PROPOSALS
The Proposals are subject to the approvals being obtained from
the following:
(i) SC, including for the Proposed Waivers;
(ii) Foreign Investment Committee;
(iii) Ministry of International Trade and Industry;
(iv) Shareholders of Renong at a Court Convened Meeting (CCM)
to be held;
(v) Such lenders and/or financiers of UEM as may be necessary
for the Proposed Debt Restructuring and Proposed Acquisitions;
(vi) Sanction of the High Court of Malaya for the SOA; and
(vii) KLSE, for the transfer of Renong's listing status to
Newco and the listing of and quotation for the new Newco Shares
to be issued pursuant to the Proposals.
The Proposed Renong Share Exchange, Proposed Debt Restructuring,
Proposed Acquisitions and Proposed Waivers are inter-conditional
upon one another. The Proposals are not conditional upon the
Intria Scheme.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
UEM is a major shareholder of Renong. TIME, an associate of
Renong, is also a major shareholder of Renong. UEM is the holder
of the SPV Bond and the vendor of the Acquisition Assets.
Accordingly, UEM and TIME are deemed interested in the Proposals
by virtue of UEM's interest in the Proposals. In this regard,
UEM and TIME will abstain from voting in respect of their direct
and indirect shareholdings in the company on the resolutions
pertaining to the Proposals at a CCM of Renong to consider the
matter.
Tan Sri Dato' Mohd Sheriff Mohd Kassim is a director of
Khazanah, Danasaham, Renong and UEM. Encik Abdul Wahid Omar is a
director of UEM and Renong. Puan Salmah Sharif is a director of
TIME, Renong and Danasaham. Accordingly, the aforesaid directors
are deemed interested in the Proposals (Interested Directors).
The Interested Directors have abstained and will continue to
abstain from all deliberations and voting at the relevant
meetings of the Board of Directors of Renong to consider the
Proposals. All the aforementioned Directors do not have any
shareholding in Renong, UEM, TIME, Khazanah or Danasaham.
Save as disclosed above and as far as the company is aware, none
of the other Directors or major shareholders of the company or
persons connected to them have an interest, direct or indirect,
in the Proposals.
DIRECTORS' RECOMMENDATION
The Directors of Renong, after careful deliberations and with
the advice of its advisers, are of the opinion that the
Proposals are in the best interest of the company.
ADVISER
CIMB has been appointed as adviser to Renong and Newco for the
Proposals.
INDEPENDENT ADVISER
In compliance with Chapter 10 of the Listing Requirements of
KLSE, the Directors of Renong, except for the Interested
Directors, have appointed Alliance Merchant Bank Berhad as the
independent adviser to the minority shareholders of Renong in
respect of the Proposals.
DEPARTURE FROM THE SC'S GUIDELINES
The Board of Directors of Renong is not aware of any departure
from the SC's Policies and Guidelines on Issue/Offer of
Securities in respect of the Proposals.
TIMING OF SUBMISSION TO THE SC AND ESTIMATED TIME FOR COMPLETION
Submission to the SC for the Proposals is expected to be made
within three (3) months from the date of this announcement.
The Proposals are expected to be completed before the end of
2003.
For Tables 1-8 go to
http://bankrupt.com/misc/TCRAP_Renong0401.doc.
SELOGA HOLDINGS: Seeks Proposals Implementation Time Extension
--------------------------------------------------------------
Seloga Holdings Berhad refers to the announcement made by
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad) on behalf of the company dated 29 October
2002 relating to the approval by the Securities Commission (SC)
of the Proposals vide the SC's letter dated 24 October 2002.
Further thereto, on behalf of the company, AmMerchant Bank
wishes to announce that an application has been made to the SC
to seek its consideration and approval for a proposed extension
of time of two(2) months i.e. up to 24 June 2003, for the
company to implement and complete the Proposals, which consists
of the following:
- Proposed Two-Call Rights Issue;
- Proposed Restricted Issue;
- Proposed Settlement of Joint Venture;
- Proposed Debt Settlement Scheme;
- Proposed Joint Venture; and
- Proposed ESOS.
SIN HENG: Unit Excel Served Judgment Filed by Midpack
-----------------------------------------------------
Sin Heng Chan (Malaya) Berhad announced that Excel Food Sdn Bhd,
a 51% owned subsidiary of SHC had been served with a Judgment on
20 January, 2003, which was received on 24 March, 2003, by
Midpack Industries (M) Sdn Bhd (Midpack) vide Kuala Lumpur
Masjistret Court Summon No. 72-40557.
The claim under the petition amounts to RM13,005.26 together
with interest at the rate of 3% per day on the said sum from 1
October, 1998 till the date of Judgment, and thereafter 8% per
annum on the said sum from the date of Judgment till the date of
final settlement, and costs of RM484.00. The amount claimed by
the petitioner is for unpaid goods sold to Excel.
Excel has been dormant since 1998 and was formerly a
manufacturer of consumer food. i.e. cakes, biscuits etc. The
Judgment served on Excel would not have any financial or
material impact on SHC.
Excel is currently seeking legal advice as to the appropriate
course of action.
Last week, Troubled Company Reporter - Asia Pacific reported
that the company has appointed Messrs Monteiro & Heng as the
independent auditors to carry out an investigative audit on the
company's losses in the previous years, in compliance with one
of the conditions imposed by the Securities Commission in
approving the Proposals via its letter dated 27 December 2002.
TAP RESOURCES: Sets ICULS, RCLS Conversion Price Fixing Date
------------------------------------------------------------
Further to the announcement dated 25 March 2003, Malaysian
International Merchant Bankers Berhad announced on behalf of TAP
Resources Berhad that the company has determined 28 March 2003
as the price fixing date for the following:
(a) issue price for the new shares to be issued pursuant to
the Proposed Rights Issue (Rights Shares); and
(b) conversion price for TAP's Irredeemable Convertible
Unsecured Loan Stocks (ICULS) and Redeemable Convertible Secured
Loan Stocks (RCSLS).
Accordingly, TAP has fixed the issue price of the Rights Shares
and conversion price of the ICULS and RCSLS at RM1.00 per share.
The issue/conversion price of RM1.00 per share represents a
premium of approximately 53.8% over the theoretical ex-rights
price of RM0.65 per share after taking into account the weighted
average market price of TAP shares of RM0.42 for the five (5)
consecutive market days up to 28 March 2003.
The company's Proposals involve Proposed Debt Restructuring,
Proposed Profit Guarantee Waiver and Proposed Rights Issue.
TAT SANG: Changes Company Secretary
-----------------------------------
Tat Sang Holdings Berhad posted this notice:
Date of change : 25/03/2003
Type of change : Appointment
Designation : Joint Secretary
License no. : MAICSA 7029275
Name : Lee Siew May
The Troubled Company Reporter - Asia Pacific reported last month
that the company is still in the midst of negotiations and
evaluating the proposed restructuring scheme with a view of
entering into a Memorandum of Understanding (MOU). The
company anticipates that the deadline for the Requisite
Announcement of 16 March 2003 is unlikely to be met and the
Board of Directors of TSHB had on 11 March 2003 applied to
the KLSE for an extension of time for a period of six months to
make the Requisite Announcement.
TECHNO ASIA: Appoints Lee Cheen as Non-Exec Director
----------------------------------------------------
Techno Asia Holdings Berhad releases Change in Boardroom Notice:
Date of change : 28/03/2003
Type of change : Appointment
Designation : Director
Directorate : Independent & Non Executive
Name : Lee Ai Cheen
Age : 32
Nationality : Malaysian
Qualifications : Bachelor of Commerce
Working experience and occupation: Experience obtained from
internal audit of a main board listed company and finance
experience from various non listed companies
Directorship of public companies (if any): None
Family relationship with any director and/or major shareholder
of the listed issuer: None
Details of any interest in the securities of the listed issuer
or its subsidiaries: None
Remarks: The Board of Directors of Techno Asia Holdings Bhd.
(Special Administrators Appointed) after the appointment of Lee
Ai Cheen will comprise of the following :
Director - Designation
----------------------
Tuan Haji Muhadzir Bin Mohd. Isa - Chairman cum Managing
Director
Chye Kit Choong - Executive Director
Wong Tunk Hing - Independent Non-Executive Director
Lim Ong Kim - Non-Executive Director
Rohaida Bte Abd Rahim - Independent Non-Executive Director
Khairil Ismahafiz Bin Muhadzir - Non-Executive Director
Lee Sieng Meng - Non-Executive Director
Yap Ah Leng - Non-Executive Director
Lee Ai Cheen - Independent Non-Executive Director
TECHNO ASIA: Posts Special Administrators' Statement
----------------------------------------------------
On behalf of Techno Asia Holdings Berhad, Special Administrators
Lim Tian Huat and Chew Cheng Leong are pleased to present the
Annual Report and Financial Statements of the Group and the
Company for the financial year ended 31st December 2001:
APPOINTMENT OF SPECIAL ADMINISTRATORS
On 2 February 2001, Pengurusan Danaharta Nasional Berhad
(Danaharta) appointed Special Administrators to the Company and
a wholly owned subsidiary (affected subsidiary) of the Company,
Prima Moulds Manufacturing Sdn. Bhd.
On 30 April 2001, Danaharta further appointed Special
Administrators to the following subsidiaries (Affected
Subsidiaries) of the Company:
i) Mount Austin Properties Sdn. Bhd.
ii) Cempaka Sepakat Sdn. Bhd.
iii) Ganda Edible Oils Sendirian Berhad
iv) Litang Plantations Sdn. Bhd.
v) Wisma Dindings Sdn. Bhd.
vi) Ganda Plantations (Perak) Sdn. Bhd.
vii) Techno Asia Venture Capital Sdn. Bhd.
The appointments of the Special Administrators were made
pursuant to Section 24 of the Pengurusan Danaharta Nasional
Berhad (Amendment) Act, 2000 (the Danaharta Act) to assume
control of the assets and manage the affairs of the Company.
Upon the appointment of the Special Administrators, the
management powers of the Board of Directors of the Company and
the affected subsidiaries were effectively suspended. The
Special Administrators are entitled to exercise all the
functions of the Board of Directors.
Prior to the appointment of the Special Administrators on 2
February 2001 and 30 April 2001, the Company and the affected
subsidiaries were managed by the then existing Board of
Directors. Therefore, the Special Administrators do not have
personal knowledge of the events and transactions pertaining to
the Company and those affected subsidiaries prior to the date of
their appointment.
The financial information reported in the financial statements
of the Company and those affected subsidiaries for the period
under review are subject to the carry over effects of past
transactions. The Special Administrators are unable to take
responsibility for the completeness or accuracy of the
accounting records in relation to those matters of which the
Special Administrators do not have personal knowledge as such
responsibility remains with the respective Directors of the
Company and those affected subsidiaries who held office during
that material point in time.
The moratorium, which took effect following the appointment of
the Special Administrators has been extended for a further 12-
month period from 2 February 2002 to 1 February 2003 for the
Company and Prima Moulds Manufacturing Sdn. Bhd. and from 30
April 2002 to 29 April 2003 for the Affected Subsidiaries to
enable the completion and implementation of the proposed
restructuring scheme. During this period, no creditors may
initiate or continue proceedings of any nature against the
Company and those affected subsidiaries.
The proposed restructuring scheme has been submitted to the
Securities Commission and Foreign Investment Committee on 29
March 2002 for approval.
The Company is an affected listed issuer pursuant to Practice
Note 4/2001 of the Kuala Lumpur Stock Exchange (KLSE) Listing
Requirements and the trading of the Company's shares on the KLSE
was suspended on 2 February 2001 until further notice.
FINANCIAL REVIEW
For the year under review, the Group recorded a turnover of RM
128 million and a pre-tax loss of RM 381 million compared with a
turnover of RM 309 million and a pre-tax loss of RM 230 million
in the previous financial year. The drop in turnover was mainly
due to a reduction in the revenue from the power generation,
property development and the plantation sectors. The loss was
mainly attributable to the provision for impairment losses on
investment property, property, plant and machinery and
properties under development and provision for doubtful debts.
On the Company level, a turnover of RM12 million and a pre-tax
loss of RM 551 million were recorded compared with a turnover of
RM 21 million and a pre-tax loss of RM171 million for 2000.
The property division recorded a pre-tax loss of RM 131 million
compared to a profit of RM 6 million in the previous year. The
plantation division's performance sustained, recording a pre-tax
loss of RM 4 million. The power division is not performing up to
expectation, recording a pre-tax loss of RM 203 million compared
to a pre-tax loss of RM116 million in the previous year.
REVIEW OF OPERATIONS
The property division's contribution was insignificant as no new
development projects were launched during the financial year
under review.
Although the plantation division's was hit by a further drop in
the palm oil prices, it managed to maintain its' performance
during the financial year ended 31 December 2001.
The poor performance of the power division is mainly attributed
to the reduction in contribution from the operations in
Dominican Republic during the year.
PROSPECTS
The proposed restructuring scheme has been submitted to the
Securities Commission and Foreign Investment Committee on 29
March 2002 for approval.
The proposed restructuring scheme will entail the following:
i) Proposed reduction in share capital
The proposed reduction of share capital will encompass a capital
reduction to reduce the existing issued and paid-up share
capital of the Company from RM207,597,589 comprising 207,597,589
shares of RM1.00 each to RM5,189,940 comprising 207,597,589
ordinary shares of RM0.025 each through the cancellation of
RM0.975 of the par value of each existing share, thereby
reducing the par value to RM0.025 per share.
ii) Proposed consolidation
Upon completion of the proposed reduction of share capital,
forty ordinary shares of RM0.025 each in the Company will be
consolidated into one ordinary share of RM1.00 each
(consolidated share), resulting in the issued and paid-up share
capital of the Company to be RM5,189,940 comprising 5,189,940
consolidated shares.
iii) Proposed acquisition of the Company by Giant Express Bhd
(GEB)
The acquisition of the Company by GEB involves the acquisition
by GEB of 5,189,940 consolidated shares of the Company
representing 100.0% of the issued and paid-up share capital for
a total purchase consideration of RM5,189,940. The purchase
consideration shall be satisfied by the issuance of 5,189,940
new GEB shares to be credited as fully paid-up at an issue price
of RM1.00 per share to the shareholders of the Company on the
basis of one (1) new GEB share for every one (1) consolidated
share in the Company.
iv) Proposed transfer of listing status
Upon completion of the proposed reduction in share capital,
proposed share consolidation, proposed acquisition of the
Company, it is proposed that the Company transfers its listing
status to GEB. The Company will, hence, be delisted from the
Official List of the Main Board of the KLSE. The consideration
for the proposed transfer of the listed status amounts to RM15
million.
The prospect of the Group and the Company is dependent on the
outcome of the proposed restructuring scheme.
APPRECIATION
On behalf of the Company, the Special Administrators expressed
its sincere appreciation to the management and staff for their
continued dedication and loyalty to the Group, despite the
financial state of affairs of the Group.
TIME ENGINEERING: Extends Proposed Disposals Cut-Off Date
---------------------------------------------------------
Further to the announcement on 28 December 2002 on the execution
of the Sale of Securities Agreement (SSA) by Time Engineering
Berhad (TIME) and Ranhill Berhad (Ranhill) in respect of the
Proposed TIME Disposals, Commerce International Merchant Bankers
Berhad wishes to announce, on behalf of TIME, that TIME has
agreed to extend the First Cut-Off Date (as defined in the SSA)
from 26 March 2003 to 28 April 2003.
With the above amendment, the SSA shall be conditional upon the
execution of the debt restructuring agreements in respect of the
debt restructuring exercise of EPE Power Corporation Berhad
(EPE) upon terms and conditions acceptable to Ranhill, TIME and
EPE on or before 28 April 2003.
All other terms and conditions in the SSA remain unchanged.
The Proposed Time Disposals refers to:
* Proposed Disposal of 4,000,000 Ordinary Shares of RM1.00
each in Powertron Resources Sdn Bhd (PRSB), representing 40%
Equity Interest in PRSB and RM11,600,000 Nominal Value of
Convertible Unsecured Loan Stocks (CULS) in PRSB, representing
40% of the Outstanding Nominal Value of CULS in PRSB; and
* Proposed Disposal of 2,940,000 Ordinary Shares of RM1.00
each in Penjanaan Epe-Time Sdn Bhd (PET), representing 60%
equity interest in PET.
TONGKAH HOLDINGS: Court Orders Court Convened Meeting Extension
---------------------------------------------------------------
Further to the announcements dated 30 September 2002 and 6
February 2003, Public Merchant Bank Berhad on behalf of the
Board of Directors of Tongkah Holdings Berhad announced that the
Company had on 27 March 2003 obtained leave from the High Court
of Malaya to convene meetings for its shareholders and scheme
creditors for the purposes of considering and, if thought fit,
approving with or without modification the Proposed Share
Exchange and Proposed Debt Restructuring respectively pursuant
to Section 176 of the Companies Act, 1965 (Court Convened
Meeting).
The Company is required to hold the Court Convened Meeting
within 6 months from 27 March 2003. At this juncture, the
Company is presently in the midst of finalizing the Explanatory
Statement and Circular for the Proposed Restructuring Scheme to
be dispatched to the shareholders and scheme creditors of THB.
UNIPHOENIX CORP.: Appoints Chan Chow as Audit Committee Member
--------------------------------------------------------------
Uniphoenix Corporation Berhad posted this Change in Audit
Committee Notice:
Date of change : 27/03/2003
Type of change : Appointment
Designation : Member of Audit Committee
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
Composition of Audit Committee (Name and Directorate of members
after change) :
1) Encik Azri Bin Ahmad - Chairman (Independent & Non Executive)
2) Datuk Jaafar Bin Abu Bakar (Executive)
3) Mr. Chan Seng Chow (Independent & Non Executive)
On January, the Troubled Company Reporter - Asia Pacific
reported that the Company has, on 15 January 2003, entered into
a conditional Restructuring Agreement with Irama Spektrum Sdn
Bhd (ISSB) to undertake the following proposals:
(i) Proposed 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.
WAH SEONG: MITI Grants Proposed Acquisition VIII Approval
---------------------------------------------------------
Wah Seong Corporation Berhad refers to earlier announcements in
relation to its Proposed Internal Restructuring.
On behalf of Wah Seong Corporation Berhad, Commerce
International Merchant Bankers Berhad is pleased to announce
that the Ministry of International Trade and Industry (MITI)
has, vide its letter dated 26 March 2003, approved the Proposed
Acquisition VIII.
The approval of the MITI is not subject to any conditions.
For further information on the Proposed Acquisition, refer to
the Troubled Company Reporter - Asia Pacific Monday, February
17, 2003, Vol. 6, No. 33 issue.
WEMBLEY I.B.A.E: Seeks Writ of Summon Against Timor Over Arrears
----------------------------------------------------------------
The Board of Directors of Glenealy Plantations (Malaya) Berhad
announced that its wholly owned sub-subsidiary company, Timor
Enterprises Sdn Bhd (Timor or Defendant) had been served with a
Writ of Summons (Writ) on 20 March 2003 in respect of the Suit
by Wembley I.B.A.E Sdn Bhd (In Liquidation) (Plaintiff) which
was Timor's main contractor for its oil mill factory project in
Lahad Datu, Sabah (Oil Mill).
The Plaintiff's claims against Timor which were in respect of
the Oil Mill were as follows:
(i) Judgment for the sum alleged to be in arrears of
RM799,893.17;
(ii) Interest at 8% per annum on the sum of RM799,893.17 from
2 December 1998 (or from other dates or rates that the High
Court deems fit and just) to the date of judgment;
(iii) Interest at 8% per annum on the sum of RM799,893.17
from the judgment date to the date of full settlement;
(iv) Costs of the Suit; and
(v) Any other relief deemed fit and proper by the High Court.
Timor and the Board of Directors of Glenealy are of the view
that there are no such sums due and owing by Timor to the
Plaintiff, and intends to vigorously defend the Suit. Timor has
appointed Messrs. Chooi & Glenealy Plantations as its solicitors
to act in the Suit on its behalf.
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOMMUNICATIONS: In Sale Talks With US Investors
---------------------------------------------------------
Bayan Telecommunications Inc. (Bayantel) is currently in talks
with some U.S.-based institutional investors for a possible
sale of the local carrier, AFX Asia reports, citing BayanTel
Chief Finance Officer Gary Olivar. The names of the foreign
firms were not stated in the report, however.
BayanTel wishes to restructure some US$477 million in debts.
Olivar is optimistic that BayanTel's debt restructuring could be finalized
before the year's end.
Benpres owns around 47 percent of BayanTel. Of Bayantel's total
debts, around US$210 million has become a contingent liability
of Benpres, which guaranteed US$160.7 million worth of
convertible preferred shares and over US$50 million worth of put
option with U.S.-based AIG Asian Infrastructure Fund and JP Chase
Morgan Chase.
BENPRES HOLDINGS: Extend Gains on Restructuring Report
------------------------------------------------------
Benpres Holdings Corporation shares extended gains on
speculation the company will soon reach a deal with creditors to
restructure its debt totaling US$554.3 million, AFX Asia said.
Shares increased 0.03 pesos to 0.29 on volume of 19.11 mln
shares.
Benpres Holdings is pressing the Philippine government regarding
a decision on the Maynilad water concession, according to
DebTraders. It seems that the loss-making water concession is
one of Benpres' bargaining chips for Meralco to deal with the
power industry restructuring. The Philippine government is
forcing Meralco for a refund due to over-charging. In addition,
Meralco has been buying expensive electricity from National
Power Corporation (Napocor).
MANILA ELECTRIC: Postpones ASM on June 24
-----------------------------------------
At the special meeting of the Executive Committee of Manila
Electric Company (Meralco) held on March 26, 2003, the Annual
Stockholders Meeting on May 27, 2003 is postponed to June 24,
2003.
On March 25, 2003, Meralco served its written demand to National
Power Corporation (Napocor) for payment of its claims such as:
failure to provide services to Meralco's IPPs, recovery of 50
percent penalty of excess imbalance charges, imbalance charges
adjustments, back-up energy rates, no-credit over-deliveries,
and failure to turn-over directly-connected customers in the
total amount of P8,314,679,696.59, including the delay in
commissioning the Quezon Power Philippines Limited (QPPL)'s
transmission line amounting to U.S. $26,964,962.00
For more information, go to
http://bankrupt.com/misc/tcrap_meralco0331.pdf
PHILIPPINE LONG: May Sell Minority Stake in Smart to Pay Debt
-------------------------------------------------------------
Philippine Long Distance and Telephone Co. (PLDT) may sell a
minority stake in unit Smart Communications Inc. to a foreign
strategic or financial investor to raise funds to pay off part
of its US$1.3 billion in maturing debts between 2002 and 2004.
The unit contributes to more than 40 percent of PLDT's total
revenues last year, with 33 billion pesos in gross earnings.
Smart also chalked up 6.2 billion pesos in net profit in 2002,
resulting in a dividend payout of at least 3.1 billion that PLDT
could get anytime within the year.
VICTORIAS MILLING: Tanduay Holdings Submits Best Bid
----------------------------------------------------
Tanduay Holdings Inc. of businessman Lucio Tan had submitted the
best bid among the offers made for the right to inject 300
million pesos in fresh capital into Victorias Milling
Corporation, the Philippine Daily Inquirer and AFX Asia
reported. The report did not give details on the terms of Tan's
proposal.
The cash infusion is required under a rehabilitation program
approved by the Securities and Exchange Commission for the
company. If there is no cash infusion by April 15, the milling
firm will be declared in technical default by its creditors who
may initiate foreclosure proceedings.
The creditor-banks of the company are Philippine National Bank,
which is also partly owned by Tan, United Coconut Planters Bank,
Development Bank of the Philippines, Equitable PCI Bank,
Metropolitan Bank and Trust Co, Security Banking Corp, Land Bank
of the Philippines and East West Bank.
=================
S I N G A P O R E
=================
CHARTERED SEMICONDUCTOR: Pays CEO Chia Song Hwee S$4.75M in 2002
----------------------------------------------------------------
Chartered Semiconductor Manufacturing paid its Chief Executive
Chia Song Hwee US$2.68 million (S$4.75 million) in cash and
stock options last year, Channel News Asia reports. As part of
its cost cutting scheme, Chia also accepted a salary 30 percent
lower than his contract calls for.
Other top management has taken 10 percent to 30 percent pay
cuts, and most employees have had their salaries frozen. Chia
earned a salary of US$275,000, a bonus of US$16,000, other
compensation of US$43,000, and options valued at US$2.35
million. The options to buy 2.34 million Chartered shares at
S$1.86 are currently worthless because these shares have not
touched that level since August 29 last year.
DebtTraders reports that Chartered Semiconductor Mnfg's 2.500
percent convertible bond due in 2006 (CSM06SGN1) trades between
94 and 95.2 For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CSM06SGN1
LOW KENG: Completes Voluntary Liquidation of Units
--------------------------------------------------
The Board of Directors of Low Keng Huat (Singapore) Limited
announced the completion of the voluntary liquidation for its'
wholly owned subsidiary companies and its 20 percent owned
associated company.
[a] Wholly-owned subsidiaries liquidation completed on December
30, 2002.
- Oceania Land Investments Pte Ltd,
- Primilia Investments Pte Ltd
- Elders Investments Pte Ltd, and
- Commerc Investments Pte Ltd
[b] 20 percent owned associated company liquidation completed on
November 29, 2002.
- Newton Investments Pte Ltd
The above liquidation is not expected to have any material
effect on the net tangible assets and earnings per share of the
Group for the financial year ending 31 January 2003.
METRO HOLDINGS: Liquidates Subsidiary
-------------------------------------
The Directors of Metro Holdings Limited announced that its
wholly owned subsidiary, Metro Nu-Land (Shanghai) Pte Ltd Metro
Nuland has on 20 March 2003 resolved to be liquidated by way of
a members' voluntary liquidation pursuant to Section 290 of the
Companies Act, Chapter 50.
Metro Nuland, a wholly owned subsidiary of Metro China Holdings
Pte Ltd MCHPL, whose principal activity was that of investment
holding, had been dormant since 2002 when it ceased its
investment activities. Mr Chan Kwang Cheng has been appointed as
Liquidator of Metro Nuland.
The voluntary liquidation of Metro Nuland will have no impact on
the business or affairs of the Group nor have any significant
effect on the consolidated net tangible assets per share and the
consolidated earnings per share of Metro and its subsidiaries
for the year ending 31 March 2003.
VIKAY INDUSTRIAL: Response to SGX Queries
-----------------------------------------
Vikay Industrial Limited responded to the Singapore Exchange
(SGX)'s queries as follows:
We refer to your letter of 27 March 2003.
Question One: We note from the Full Year Results that stocks and
trade debtors of the Group had increased substantially for the
year ended 31 December 2002, despite a 12 percent decline in
turnover. In this regard, kindly provide an explanatory note on
the factors, which contributed to the aforesaid increase;
Stocks
The increase in stocks is attributable mainly to a change in our
basis for estimating stock obsolescence during the year. In the
previous year, provision for obsolescence was made for all
stocks held in the Group for more than 3 months, even for stocks
that were backed by secured sales orders. During the year, the
Group's basis for making provision for stock obsolescence was
revised to be more in line with current mode of operation. The
effect of the change is to increase the Group's stocks as at 31
December 2002 by a total of $1.11 million as compared to the
previous year, most of which represents stocks that are backed
by secured sales orders.
Trade Debtors
The increase in Trade Debtors is due to the following factors:
(a) A write back of $185K to doubtful debts provision made in
prior years by a foreign subsidiary with respect to specific
debts which were subsequently recovered. Refer to the
disclosures in paragraph 1(a) of the Full Year Results and;
(b) The balance of the increase is attributable to a 20 percent
increase in sales for second half of the year ended 31 December
2002 as compared to second half of the previous year. Refer to
paragraph 15 of the Full Year Results.
Question Two: We also note from paragraph 8 of the Full Year
Results that the Company had invested $4.7 million into short-
term investments during the year. In relation to these
investments, kindly provide a confirmation on whether the
Company has complied with the requirements of Rule 704(15)(b).
If it has not, please provide the information as required under
the aforesaid rule.
The Company's short-term investments comprise $4.2m of quoted
equities of 10 SGX-listed companies and $0.5m of convertible
loan issued by an unquoted Company.
We note the applicability of Rule 704(15)(b) to the Company's
acquisitions of quoted equities. To comply with Rule 704(15)(b),
the Company hereby discloses the required information in Annex A
on past acquisitions of quoted securities resulting in the
Company's aggregate cost of investment exceeding each multiple
of 5 percent of the Company's latest audited consolidated net
tangible assets (Group NTA).
===============
T H A I L A N D
===============
EMC PUBLIC: Clarifies Auditor's Outlook on Financial Statement
--------------------------------------------------------------
EMC Power Company Limited, as the Planner of EMC Public Company
Limited, in reference to the company's consolidated financial
statements for the year ended 2002 and the auditor having no
opinion on these financial statements, clarified the reasons as
follows:
1. The Central Bankruptcy Court had an order for the
rehabilitation of the company on August 28, 2000 and the court
also agreed to its rehabilitation plan on May 15, 2001. Up to
present, the liabilities on debt restructuring plan have been
completely recorded in the company's financial statements and
conducted in response to the receiver.
For the liabilities of the company's subsidiaries that the
receiver has not completed an order for 4 creditors: B I P
Engineering and Construction Company Limited has 1 creditor, the
debts of Bt4.1 million; Hydrotek Company Limited has 3
creditors, the debts of Bt14.4 million. Due to discrepancies
between the repayments of creditors' requests and the financial
statements of company's subsidiaries, the liabilities were
recorded based on all creditors' requests.
The financial instructions' debts according to rehabilitation
plan had been recorded in the company's financial statements and
its subsidiaries, which were confirmed by receiving letter from
creditors after the closing date of balance sheet, the recorded
amounts of debts in the financial statements were correct.
2. Non-current liabilities of Bt67 million represented on
consolidated financial statement were the debts unconfirmed by
creditors who did not notify for repayments within the
identified period of restructuring plan, consequently, the
company and subsidiaries could not include these liabilities in
the plan. And in order to avoid any confusion, the companies
would not send confirmation letters to those creditors.
3. The company and subsidiaries had the contract with the
related financial institution to transfer rights on accounts
receivables in the amount of Bt19 million from the construction
contract to the related financial institution. The amount had
been confirmed correctly to the auditor's confirmation letter
after the closing date of balance sheet and was accurate as the
company's record in the financial statements.
4. The company and subsidiaries are currently proceeding in the
rehabilitation plan period and they are able to comply with the
plan and pay off debts. In addition, in the year 2002 the
company had more incomes from operation increased relatively to
the year 2001 and has carried backlog of work projects of Bt304
million over the first quarter of the year 2003. At present, the
business of property development is growing, the company expects
an increase in market share, which enable it to achieve income
in the amount of Bt386.4 million as in the rehabilitation plan,
therefore, the company is able to continue its business.
5. As mentioned in item 5 of financial statement notes, the
three subsidiaries of company must recapitulate debts to
equities swap for creditors who are financial institutions and
trade creditors. Since the receiver has not completed an order
for all requested debts for all creditors, the amount of debts
to recapitalization is still subject to change. However, the
companies expect that the receiver will have completed an order
for all requested debts by the year 2003.
6. The balance of loss on investment in balance sheets and the
allocated loss on investment in profit and loss statements were
accounted by equity method for three subsidiaries of company in
the period of debt restructuring as clause 5 above. Due to the
uncertainty of debt balance according to the debt restructuring
plan and paid-up capitals of the companies which might affect
their interests and incurred uncertainty in investment accounts,
loss of sharing, reversed transaction for reserving loss, and
minority of shareholders' equities in consolidated financial
statements, which were caused by incomplete orders of the
receiver for all creditors.
7,8 and 9 - the clarifications are the same as the auditor's
report according to the rehabilitation plan.
10. Since the company and subsidiaries have been in the process
of rehabilitation plan, all legal cases have been taken into the
process. All creditors, which have submitted the applications
for repayments to the company and subsidiaries, and all such
cases would have been repaid as a portion of their repayments by
conversion of debts into equities, and the remains will be
repaid according to the schedule of the rehabilitation plan.
EMC PUBLIC: Securities Trading Still Suspended
----------------------------------------------
Previously, the Stock Exchange of Thailand (SET) posted the 'SP'
(Suspension) sign on the securities of EMC Public Company
Limited (EMC) from 4 March 2003 because the company has publicly
submitted the SET its audited financial statements for the year
ending 31 December 2002 with the Disclaimer of Opinion on its
financial statements. The SET has been waiting for the
clarification about making financial statements.
EMC has now disseminated financial statements and the
abovementioned clarification to investors through the SET,
therefore, The SET has posted the 'NP' sign on the company's
securities from the first trading session of 31 March 2003 until
such time as the company will submit its amended financial
statements or it is concluded that EMC is not necessary to amend
its financial statements. However, the SET has still suspended
trading all securities of EMC until the causes of delisting are
eliminated.
SIKARIN PUBLIC: Cancels 2002 Dividend Distribution
--------------------------------------------------
The board of directors of Sikarin Public Company Limited at a
meeting 3/2003 held March 27, 2003 passed the following
resolutions:
1. Omit dividend to shareholders for 2002
2. That an ordinary general meting of shareholders # 25 should
be held on April 30,2003 from 9:00 a.m. at Kingpark Hotel 9/999
Soi Supapong 3 Srinakarin Rd. opposite Seacon Square Nongbon
Pravet Bangkok. That the agenda for the meeting will:
1) Certify the minutes of the ordinary general meeting of
shareholder # 24. The board of directors certified the
minutes of the ordinary general meeting of shareholder #
24
2) Acknowledge the Board of Director report on 2002
operation. The board of directors approve to report to
shareholders.
3) Appoint new director to succeed those completing their
term. The board of directors reappoint the following
members of the board of directors after their retirement:
1. Mr. Charun Wiwatjessadawut
2. Dr. Atirat Charoonsri
3. Mr. Sompol Wongurai
4) Approve the company' balance sheets and profit and loss
statement as at December 31 2002 and approve to omit
dividend. The board of directors approve the company's
balance sheets and profit and loss statement as at
December 31,2002 and approve to omit dividend.
5) Appoint an auditor and fix the auditing fee for 2003 Board
of directors appoint old auditor as company auditor of
2003.
6) Consider other issues (if any)
3. That the date for closing the company share register for the
right to attend the meeting be on April 10, 2003 at 12:00 a.m.
until finish the ordinary general meeting of shareholders
4. Appoint Mr. Bantoon Chunhasawaddekul to be the Vice Chairman.
SUN WOOD: Liquidates European Subsidiary
----------------------------------------
Sun Wood Industries Public Company Limited (SWI) submitted the
resolution of the Board of Directors' Meeting 2/2546, which was
held on Wednesday the 26th of March 2003, to liquidate Sun Wood
Industries Europe ApS in Denmark whereas the share held by SWI
International Holdings Co., Ltd., the subsidiary of Sun Wood
Industries Public Company Limited.
Sun Wood Industries Europe ApS (SWIE) established since 1994
with a joint venture between SWI International Holdings Co.,
Ltd. with 50 percent share and SWI' s former Executive Director,
Mr. Michael Andersen 50 percent, SWIE's objective is to be a
servicing arm for SWI through sourcing new customers and after
sales service in Europe, sourcing of special suppliers as
fitting and product accessories to SWI, main income of SWIE
mainly derives from commission.
Pursuant to the resignation of Mr. Michael Andersen, he offered
to sell out his portion of 50 percent share held to SWI. After
the consideration and as SWI is under the process of re-
organization, it is considered that more investment not in line
with the policy. Besides such SWIE activity, SWI can carry out
by herself directly.
Hence the Board of Directors unanimous decided to liquidate Sun
Wood Industries Europe ApS and be approved and propose for
Shareholders' approval in the Ordinary General Meeting of
Shareholders.
THAI CANE: BOD Resolved Debt Restructuring, Capital Increase
------------------------------------------------------------
Thai Cane Paper Public Company Limited reported the resolutions
of the Board of Directors Meeting No. 4/2546 held on March 27,
2003. The meeting resolved as follows:
1. Unanimously resolved to approve the Minutes of the Board of
Directors Meeting No. 3/2546;
2. Unanimously resolved to approve the Company entering into a
Master Restructuring Agreement with the Company's creditors, the
major term of which is that the Company would use the proceeds
derived from the sale of new shares to Siam Pulp and Paper
Public Company Limited to repay debts owed to its unsecured
creditors and, if there remains proceeds available, to its
secured creditors;
3. Unanimously resolved to approve the issuance and offering of
warrants to unsecured creditors of the Company in the total
amount of 10,000,000 units. This issuance and offering of
warrants complies with the resolution of the Extraordinary
General Meeting of Shareholders No. 3/2545 on November 15, 2002,
which was reported to the SET;
4. Unanimously resolved to approve the Company entering into a
Debt Restructuring Agreement with Thai Asset Management
Corporation (TAMC) and Ploy Asset Management Co., Ltd. (Ploy) in
connection with the secured debt, the major term of which is
that the Company agreed to repay debts owed to TAMC and Ploy for
a period of 8 years;
5. Unanimously resolved to terminate the business
reorganization plan as this will become effective after (i) the
Company enters into a Master Restructuring Agreement and Debt
Restructuring Agreement, and (ii) the repayment to unsecured
creditors is made;
6. Unanimously resolved to approve the Company entering into a
Share Subscription Agreement with Siam Pulp and Paper Public
Company Limited in the amount of 100,000,000 shares. The
issuance and offering of newly issued shares complies with the
resolution of the Board of Directors No. 2/2546 on January 31,
2003, which was reported to the SET;
7. Acknowledged the resignation of Mr. Pichit Suntornwarangkana
from the directorship and unanimously resolved to change the
authorized signatory to bind the Company as follows
"Mr. Virapan Pulges, Mr. Chavalit Uttasart, and Mr. Kent M.
Blumburg, two directors of these three directors jointly sign
together with the Company's seal being affixed or one of the
aforementioned directors jointly sign with Mr. Pornsit
Janedittakana, or Mr. Sobhon Dhammapalo, or Pol. Maj. Gen. Urai
See-urai, or Mr. Krisana Sivakrisakul together
with the Company's seal being affixed."
THAI DURABLE: Omits Dividend Payment, AGM Set for April 30
----------------------------------------------------------
The Board of Directors Meeting No. 4/2003 of Thai Durable
Textile Public Company Limited held on March 27, 2003 has
resolved the following:
1. That the operating results of the Company during the year
2002 be acknowledged and the Annual Report, be approved.
2. That the audited balance sheet and profit and loss
statements of the Company for the year ended 31st December ,2002
be approved.
3. That no dividend in respect of the 2002 operating results.
4. That Mr. Chavalit Thonglim, Mr. Kamol Kongthong, being the
Company's directors who retired by rotation, be re-elected as
the Company's directors and that the directors' remuneration of
Bt3,000,000, be approved.
5. That the appointment of Mr. Pisit Chiwaruangroch Certified
Public Accountant No.2803 and/or Miss Wipa Jindanuwat Certified
Public Accountant No.3296, and/or Mr. Methee Ratanasrimetha
Certified Public Accountant No.3425, and/or Miss Kalyarat
Chaivorapongsa Certified Public Accountant No.3460 of KPMG
Phoomchai Audit Co.,Ltd. as the Company's auditor with the
remuneration of not more than Bt1,060,000 be approved.
6. That the 2003 Annual General Meeting of Shareholders be held
on 30th April, 2003 at 11:00 a.m. and Bangkok Panorama 2 The
Imperial Queen's Park 199 Sukhumvit Soi 22, Bangkok 10110 to
consider the following agenda:
1. To certify the Minutes of the Extraordinary General
Meeting of Shareholder, No 1/2003
2. To consider and acknowledge the report of operating
results during the year 2002 and approve the
Annual Report.
3. To consider and approve the balance sheet and profit
and loss statements for the year ended 31st
December 2002.
4. To consider and approve the non-distribution of
dividend.
5. To consider and approve the election of directors
replacing those retired by rotation and to fix
the remuneration of the Board of Directors.
6. To consider and approve the appointment of the auditors
and to fix the auditors' remuneration.
7. To consider any other business.
7. That the share register book be close on 11th April, 2003 at
12.00 noon until the conclusion of the Meeting in order to
determine the shareholders' entitlement to attend the 2003
Annual General Meeting of Shareholders.
************
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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