/raid1/www/Hosts/bankrupt/TCRAP_Public/030424.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
Thursday, April 24 2003, Vol. 6, No. 80
Headlines
A U S T R A L I A
ALL PRO: Court Orders Sperrer to Compensate Creditor
ANACONDA NICKEL: CEO Comments on March Quarter Results
ANACONDA NICKEL: Discloses Third Quarter Activities Report
ANACONDA NICKEL: Posts Quarterly Report on Commitments Basis
GOODMAN FIELDER: BPC Implements Baking Manufacturing Review
UECOMM LIMITED: Releases AGM Results
UECOMM LIMITED: Reveals Possible Shareholder Changes
UNITED ENERGY: Enters Agreement With Alinta, AMP Henderson
UNITED ENERGY: Ratings Remain on CreditWatch Negative
UNITED ENERGY: Signs Implementation Agreement With Alinta, AMPH
C H I N A & H O N G K O N G
CHINA RICH: Trims 2002 Operations Loss to HK$16.367M
CHUANG YE: Winding Up Hearing Scheduled May 7
ESUN HOLDINGS: 2002 Net Loss Reduced to HK$68.799M
EMPEROR (CHINA): Sees No Reason for Share Price Decrease
GLORY SENSE: Winding Up Sought by Ricker Investment
SHOUGANG CONCORD: Cuts 2002 Operation Loss to HK$2.820M
SOFTBANK INVESTMENT: 2002 Net Loss Widens to HK$497.464M
I N D O N E S I A
BAHANA PEMBINAAN: IBRA Obtains FSPC Approval to Sell Bonds
SINAR MAS: Pefindo Withdraws `idD' Bond Rating
* IBRA Launches CPP Ex-Bank Loan Collateral
J A P A N
JAPAN AIRLINES: Cutting More International Flights
JUNTENDO CO.: R&I Upgrades Rating to BB-
MARUBENI CORPORATION: JCR Assigns BBB+ Rating
SEIYU LIMITED: Posts Y90.84B Net Loss
TAIHEIYO CEMENT: R&I Assigns BBB Prelim
TOSHIBA CORPROATION: Enters Alliance With Mitsubishi
TOSHIBA CORPORATION: Unveils Principal Shareholders
* Shinhan, Chohung Banks Ratings Remain on CreditWatch, Says S&P
K O R E A
HYNIX SEMICONDUCTOR: Elpida Joins Legal Battle Against Chipmaker
JINRO CORP.: Challenges Goldman's Move For Receivership
SK CORPORATION: Rating Remains on CreditWatch Negative, S&P
SK GLOBAL: Estimates Overseas Debts at W2.4Tr
SK GLOBAL: Fate Depends on Due Diligence, Hana Bank
M A L A Y S I A
ABRIC BERHAD: Voluntary Winds-Up e-Locked Group
EPE POWER: Seek Proposed Shareholders' Mandate Approval
HO HUP: Enters SPA With KLS Realty for RM97M
KRAMAT TIN: KLSE Grants RA Time Extension
OCEAN CAPITAL: Incurs RM3.854M Shareholders' Funds Deficit
OCEAN CAPITAL: Proposes Corporate Restructuring Exercise
PENAS CORPORATION: EGM Fixed on May 17
RENONG BERHAD: Proposed Disposal Completed
SELOGA HOLDINGS: Executes RM24M ICULS Trust Deed With Bumiputra
SIN KEAN: Strikes Off Wholly Owned Sub-Subsidiary
TAT SANG: Ceases Major Operations, Business
TECHNO ASIA: Explains 2002 Unaudited, Audited Accounts Variance
TECHNO ASIA: Posts March Production Figures
TRANSWATER CORPORATION: SC OKs Proposed Acquisition Application
ZAITUN BERHAD: Winding-Up Petition Hearing Scheduled in July
P H I L I P P I N E S
MANILA ELECTRIC: SC Says Ruling Final
PHILIPPINE LONG: Clarifies BSP's $87-M Loan Approval Report
PHILIPPINE LONG: S&P Affirms 'BB' Rating
S I N G A P O R E
ASIA PULP: Restructuring Shows Progress
HUA KOK: Posts Notice of Shareholder's Interests
LKN-PRIMEFIELD: Auditor Issues Report
TRANSMARCO LIMITED: Sri Lanka Unit Restructures Debt
T H A I L A N D
MEDIA OF MEDIAS: Court OKs Amended Business Rehabilitation Plan
NATURAL PARK: Posts BOD Meeting No. 3/2003 Resolutions
PICNIC GAS: Changes Registered Address
SIAM SYNTECH: Undertakes Bt46.83M Debt to Equity Conversion
TANAYONG PUBLIC: Creditors Approve Rehabilitation Plan
THAI PETROCHEMICAL: Creditors Electing New Debt Planner May 12
- - - - - - - -
=================
A U S T R A L I A
=================
ALL PRO: Court Orders Sperrer to Compensate Creditor
----------------------------------------------------
Following an application by the Australian Securities and
Investments Commission (ASIC), the Northern Territory Supreme
Court has ordered Mr Derreck Franz Sperrer, a former company
director from Darwin, to pay $13,000 to a creditor of his former
company, All Pro Parts (NT) Pty Ltd.
The Court also ordered Mr Sperrer to pay ASIC's costs in the sum
of $5,000. Mr Sperrer consented to the orders.
The orders were made after the Court declared that Mr Sperrer
had made improper use of his position as a director of All Pro
Parts (NT).
All Pro Parts was a motor vehicle repair business in Darwin,
which ceased trading in 1998.
ASIC alleged that Mr Sperrer had caused All Pro Parts (NT) to
transfer its assets to another company, Redline Automotive (NT)
Pty Ltd (Redline) to avoid the payment of a judgment debt owed
to a creditor, Mr Michael John Murphy.
Mr Murphy had obtained a court judgment against All Pro Parts
(NT) shortly before it ceased trading.
Redline also operated a vehicle repair business at the same
premises formerly occupied by All Pro Parts (NT).
Mr Murphy passed away before the proceedings could be concluded.
Prior to the hearing, ASIC reached an agreement with Mr Sperrer
regarding the payment of compensation. The Court ordered ASIC to
hold the compensation money on trust for Mr Murphy's mother, the
sole beneficiary of his estate.
"The corporate structure cannot be used improperly to avoid
paying creditors. ASIC will take action to ensure company
directors of a company can not transfer company assets to
another company merely to defeat or frustrate the claims of
creditors", Northern Territory Regional Commissioner, Mr Anthony
Beven said.
ANACONDA NICKEL: CEO Comments on March Quarter Results
------------------------------------------------------
Anaconda Nickel Limited CEO Peter Johnston released the
Company's 2003 March Quarter Report on Wednesday, describing the
results as "encouraging".
During the March quarter, Anaconda extinguished over $775
million in debt, closed-out all foreign currency hedging
positions, completed a major recapitalization via a fully
underwritten renounceable rights issue, and satisfied all
remaining obligations under WA Supreme Court-approved Schemes of
Arrangement. A takeover offer was also received during this
period.
"For Anaconda to have survived such a tumultuous period is a
major achievement, which should not be underestimated" said
Johnston.
"We have been in a perilous financial position throughout the
past twelve months but have emerged with a minimal debt
position, a clean balance sheet, cash in the bank and an
improving operational performance. With the financial position
secure, we can now concentrate on ramping up nickel production
at Murrin Murrin and completing the capital program."
"Production of 7,006 tonnes of nickel and 521 tonnes of cobalt
was below budget for the quarter due to lower head grades,
batten strip failures and autoclave bogging resulting from poor
quality ore being fed into the plant. In addition there was a
four-day shut to commence work on rectifying the power
generation circuit, which had been a major cause of unplanned
shutdowns in the past. While nickel production continues to be
erratic, we are still in a ramp-up phase, and are yet to
establish a stable production profile," said Johnston.
Anaconda is now half way through a fully funded $100 million
capital expenditure program at Murrin Murrin to address long-
term plant reliability, capacity and integrity issues. The
capital program is expected to be complete by December 2003, and
the plant is expected to be operating at its design capacity
rate of 40,000 tonnes of nickel per annum by March Quarter 2004.
"Given everything that has happened lately, I think we have
reached a watershed. With the Company virtually debt-free and in
a secure financial position, we can concentrate our efforts on
improving the operational performance at Murrin Murrin and
creating value and growth for our shareholders," said Johnston.
CONTACT INFORMATION: John Quayle
COMPANY SECRETARY
+61 8 9212 8400
ANACONDA NICKEL: Discloses Third Quarter Activities Report
---------------------------------------------------------
Anaconda Nickel Limited released its Quarterly Report for the
period ended 31 March 2003. Below is the results summary:
HEALTH & SAFETY
* Lost Time Injury Frequency Rate (LTIFR) increased from 5.88
in December to 6.02 in March.
* No Lost Time Injuries (LTI) in March.
* "Back to Basics" safety program developed to improve site
safety practices.
CORPORATE
* Court approved Creditors Schemes of Arrangement successfully
completed.
* Secured Creditors paid out in full and recapitalization
process completed.
* MP Global becomes 35.02% equity shareholder following takeover
bid for shares and rights
* Anglo American directors resign following Anglo's sell down of
equity holding to MP Global.
* 6,461,031,402 new Anaconda ordinary shares issued from Rights
Issue.
* A$300 million Phase 2 arbitration claim against Fluor
progressing
PRODUCTION
* Production for the March quarter was 7,006 tonnes of nickel
and 521 tonnes of cobalt.
* Rectification works on power generation circuit commence
during 4-day planned shutdown.
* Plant recovery continues to improve as plant reliability and
process optimization continues.
* Major statutory 21-day shutdown scheduled for May 2003.
FINANCIAL
* Successful completion of A$323 million Rights Issue.
* US$465.5 million (A$775.1 million) debt due to Senior Secured
Creditors, including foreign currency positions, extinguished
After completion of Rights Issue.
* A$88.7 million cash on hand at 31 March 2003.
* Net sales revenue of A$107.7 million at Murrin Murrin (ANL
60%), up 12% on previous quarter.
* 12 month A$100 million capital program to be fully funded by
proceeds from Rights Issue.
* A$5.3 million post-capital expenditure operating cash flow
deficiency at Murrin Murrin in March quarter due to below
budget production.
MANAGEMENT
* Stephen Dennis has been appointed CFO following the
resignation of Paul Chapman.
* Neil Meadows has been appointed General Manager Operations at
Murrin Murrin following the resignation of Joc O'Rourke.
MARKET CONDITIONS
* Nickel prices increased by almost US40c/lb in the March
quarter to close at US$3.60/lb.
* Cobalt prices have strengthened throughout the quarter.
* The Australian dollar has firmed against the US dollar.
Details of the Quarterly Report can be found at
http://bankrupt.com/misc/TCRAP_ANL0424.pdf.
ANACONDA NICKEL: Posts Quarterly Report on Commitments Basis
------------------------------------------------------------
Anaconda Nickel Limited posted its Commitments Test Entity -
Third Quarter Report:
APPENDIX 4C
QUARTERLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
Anaconda Nickel Limited
ABN Quarter ended (current quarter)
23 060 370 783 31/03/2003
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (9 months)
AUD'000 AUD'000
1.1 Receipts from customers 72,521 195,340
1.2 Payments for
(a) staff costs (7,470) (22,071)
(b) advertising & marketing - -
(c) research & development - -
(d) leased assets - -
(e) other working capital (52,783) (151,027)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 430 853
1.5 Interest and other costs of
finance paid (3,900) (5,342)
1.6 Income taxes paid - -
1.7 Other (provide details if material) - -
1.8 Net Operating Cash Flows 8,798 17,753
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets (7,085) (20,379)
(e) other non-current assets - -
(f) acquisition of tenements (650) (800)
1.10 Proceeds from disposal of:
(a) businesses - -
(b) equity investments - 2,500
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
(f) exploration, evaluation and 60 360
development
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - -
1.13 Other (provide details if material)
(a) payments for exploration, evaluation
and development (73) (202)
(b) payments to term deposits (18,173) (20,726)
(c) proceeds from term deposits 40 1,826
Net investing cash flows (25,881) (37,421)
1.14 Total operating and
investing cash flows (17,083) (19,668)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. 323,050 323,050
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings
(a) Senior Secured Priming Loan
Facility - Glencore - 10,189
1.18 Repayment of borrowings
(a) Senior Secured Priming Loan
Facility Glencore (9,418) (9,418)
(b) Continuing Obligations Agreement -
Glencore (13,048) (13,048)
1.19 Dividends paid - -
1.20 Other (provide details if material)
(a) payments to Senior Secured Creditors (188,306) (188,306)
(b) payments for debt restructure costs (8,819) (17,196)
(c) payments for share issue costs (671) (916)
(d) payments for finance leases (89) (2,563)
(e) proceeds from Fluor Daniel Interim
Award 5,553 5,553
Net financing cash flows 108,252 107,345
Net increase (decrease) in cash held 91,169 87,677
1.21 Cash at beginning of quarter/
year to date 2,339 5,630
1.22 Exchange rate adjustments to item 1.20 (4,809) (4,608)
1.23 Cash at end of quarter 88,699 88,699
(net of bank overdraft)
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
AUD'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 647
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Anaconda sells a portion of nickel-finished product and all
cobalt-finished product to Glencore International AG (Glencore)
under nickel and cobalt offtake agreements. Glencore receives a
4% discount on the market sale price under the offtake
agreements.
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows - N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest - N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
(See AASB 1026 paragraph 12.2)
Amount Amount
available used
AUD'000 AUD'000
3.1 Loan facilities
(a) Glencore Loan 68,426 68,426
3.2 Credit standby arrangements - -
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) AUD'000 AUD'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 88,699 3,008
4.2 Deposits at call - -
4.3 Bank overdraft - (669)
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 88,699 2,339
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity - -
5.2 Place of incorporation
or registration - -
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business - -
GOODMAN FIELDER: BPC Implements Baking Manufacturing Review
-----------------------------------------------------------
Burns, Philp & Company Limited announces that it commenced on
Wednesday the implementation of the first phase of its review of
Goodman Fielder Limited's Baking operations.
Three regional bakeries will be ceasing production from 16 May
2003. The bakeries affected are Geraldton Bakery, Kalgoorlie
Bakery, and Mount Gambier Bakery.
From 24 April 2003 the Broken Hill Bakery will be ceasing
production.
In each of these regional areas, depots will be established to
ensure that there is no impact on supply to customers and
consumers. It is anticipated that the staffing of the depots
will be from existing employees.
Daily deliveries will continue uninterrupted, and bread products
will continue to be of the highest quality and freshness.
Over the course of the following months the baking manufacturing
and customer service review will continue, specifically focusing
on the medium to long term manufacturing strategy; in particular
the relationship between capacity and demand across all baking
sites.
UECOMM LIMITED: Releases AGM Results
------------------------------------
As required by section 251AA(2) of the Corporations Act, Uecomm
Limited provided the following statistics in respect to each
motion on the agenda. In respect to each motion the total number
of votes exercisable by all validly appointed proxies was:
RE-ELECTION OF A DIRECTOR - MR LEIGH HALL
* Votes where the proxy directed to vote 'for' the motion
343,775,477
* Votes where the proxy was directed to vote 'against' the
motion 725,924
* Votes where the proxy may exercise a discretion how to vote
2,297,386
In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was 0.
The results of voting on each motion is as follows:
The motion was carried on a show of hands as an ordinary
resolution.
RE-ELECTION OF A DIRECTOR - MR ROBERT STEWART
* Votes where the proxy directed to vote 'for' the motion
343,430,587
* Votes where the proxy was directed to vote 'against the motion
960,166
* Votes where the proxy may exercise a discretion how to vote
2,408,034
In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was 0.
The results of voting on each motion is as follows:
The motion was carried on a show of hands as an ordinary
resolution.
RE-ELECTION OF A DIRECTOR - MR DOUGLAS P EVANSON
* Votes where the proxy directed to vote 'for' the motion
343,821,916
* Votes where the proxy was directed to vote 'against' the
motion 581,823
* Votes where the proxy may exercise a discretion how to vote
2,395,048
In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was 0.
The results of voting on each motion is as follows:
The motion was carried on a show of hands as an ordinary
resolution.
RE-ELECTION OF A DIRECTOR - MR L PETER SHORE
* Votes where the proxy directed to vote 'for' the motion
343,655,591
* Votes where the proxy was directed to vote 'against' the
motion 733,110
* Votes where the proxy may exercise a discretion how to vote
2,410,086
In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was 0.
The results of voting on each motion is as follows:
The motion was carried on a show of hands as an ordinary
resolution.
APPOINTMENT OF KPMG AS AUDITOR
* Votes where the proxy directed to vote 'for' the motion
344,099,508
* Votes where the proxy was directed to vote 'against' the
motion
243,160
* Votes where the proxy may exercise a discretion how to vote
2,456,119
In addition, the number of votes where the proxy was directed
to abstain from voting on the motion was 0.
The results of voting on each motion is as follows:
The motion was carried on a show of hands as an ordinary
resolution.
UECOMM LIMITED: Reveals Possible Shareholder Changes
----------------------------------------------------
Uecomm Limited was notified on Wednesday by its major
shareholder, United Energy Limited (UEL), that an agreement has
been reached with AlintaGas Limited, AMP Henderson Global
Investors Limited and Power Partnership Pty Limited (PPL) to
pursue a proposal for UEL to be acquired by PPL, an unlisted
Australian company.
If UEL shareholders and the Supreme Court of Victoria approve
the proposal, and if certain other conditions are satisfied, UEL
will become a wholly owned subsidiary of PPL. Uecomm has been
informed by UEL that PPL intends to transfer its shareholding in
Uecomm to AlintaGas.
The Board of Directors of Uecomm is currently considering the
detail of the announcements made by UEL and AlintaGas on
Wednesday in relation to the proposal. Once this information has
been considered, Uecomm commenting on the proposal as it relates
to the interests of Uecomm shareholders will make a further
announcement.
CONTACT INFORMATION: Melissa Frost
Investor Relations Manager
Phone: 03 9941 4521
Mobile: 0412 153 145
e-mail: mfrost@uecomm.com.au
UNITED ENERGY: Enters Agreement With Alinta, AMP Henderson
----------------------------------------------------------
United Energy Limited (UEL) on Wednesday reached an agreement
with AlintaGas Limited (Alinta), AMP Henderson Global Investors
Limited (AMPH) and Power Partnership Pty Limited (PPL) to pursue
a proposal for UEL to be acquired by PPL, an unlisted Australian
company.
The agreement means that UEL's shareholders will be able to
consider and vote on the proposal, which, if various conditions
are satisfied, would involve a cash amount of $3.15 per UEL
share being paid by PPL to each UEL shareholder in exchange for
transferring their UEL shares to PPL. The proposal would be
effected by a Scheme of Arrangement, which requires the approval
of UEL shareholders and the Supreme Court of Victoria. PPL will
not vote on the Scheme.
UEL's agreement with Alinta, AMPH and PPL was reached following
the decision by one of UEL's cornerstone investors, Aquila, Inc.
(Aquila), to sell its Australian assets. UEL's Independent
Directors, Ms Tina McMeckan and Mr John Clark, have commissioned
Deloitte Corporate Finance as the Independent Expert to
prepare a report to UEL shareholders on whether the proposal is
in shareholders' best interests.
The proposal for PPL to acquire UEL is part of a larger
transaction being pursued by Alinta and AMPH involving, amongst
other things:
* Alinta and AMPH buying Aquila's interest in PPL at $3.15
per share;
* Aquila selling its interests in its other Australian assets
to Alinta and AMPH;
* AMPH creating a new infrastructure fund to be called "AMP
Henderson Utilities Fund"; and
* reorganizing assets between Alinta, UEL and the AMP
Henderson Utilities Fund.
PPL currently holds 57.16 percent of UEL's issued capital. PPL
is owned 59.1 percent by Aquila (effectively a 33.78 percent
indirect interest in UEL) and 40.9 percent by AMPH (effectively
a 23.38 percent indirect interest in UEL).
In addition to Aquila's 33.8 percent indirect interest in UEL,
held through PPL, Aquila holds a 22.5 percent indirect interest
in Alinta through WA Gas Holdings Pty Ltd and a 50 percent
economic interest in the Multinet Gas business.
The Independent Directors, who make up the Committee appointed
by the UEL Board to consider and negotiate the proposal, have
concluded that the proposal is in the best interests of UEL
shareholders and recommend to shareholders that the proposal be
approved. UEL Board members who have been nominated by, or have
a present or past association with, Aquila, AMPH or Alinta, have
not been involved in the process leading to agreement of the
proposal.
The Independent Directors will continue to be bound by their
fiduciary duties to UEL shareholders and will act in accordance
with these duties if a better proposal arises.
The proposal is a positive outcome for UEL shareholders. The
Independent Directors have taken into consideration various
factors, including the price offered by PPL for the remaining
UEL shares, the tax and structuring complexities arising from
the ownership of Aquila's Australian assets, and Aquila's wish
to sell those assets.
John Clark intends to vote all UEL shares controlled by him in
favor of the Scheme. Tina McMeckan does not control any UEL
shares. Open proxy votes assigned to Mr Clark and Ms McMeckan
would be voted in favor of the proposal.
In addition to shareholder and court approval, the proposal is
subject to other conditions including:
* no material adverse change to UEL's business before the
Court approves the proposal;
* UEL's net external debt not being above $645.036 million
before the Court approves the proposal;
* Alinta and AMPH obtaining funding for the proposal and
related transactions, and the satisfaction of certain conditions
relating to that financing; and
* no insolvency or bankruptcy event interfering with the
parties' obligations relating to the proposal (including the
sale of Aquila's interest in PPL to Alinta and AMPH) before the
share acquisition.
All of the conditions, and the parties' respective obligations
regarding the proposal, are set out in the Implementation
Agreement, a copy of which will be released to the ASX.
Under the Implementation Agreement, UEL has agreed to certain
solicitation restrictions in relation to proposals that would
compete with the current proposal. UEL has also agreed to
reimburse certain expenses incurred by AMPH and Alinta after 1
December 2002 in connection with the current proposal, up to a
cap of $10 million, in circumstances where a competing party
obtains an unconditional interest in UEL shares of more than 50%
at a price not less than $3.15. These provisions are set out in
full in the Implementation Agreement.
Full details regarding the proposal, including the
Implementation Agreement and the conditions to the proposal,
will be set out in a Scheme Booklet to be prepared by UEL, which
will be sent to shareholders in late May 2003.
The Independent Expert's Report, which will set out the
Independent Expert's conclusions regarding the proposal and its
reasons, will be included in full in the Scheme Booklet.
An Extraordinary General Meeting, at which shareholders will
consider and vote on the proposal, will be held immediately
following UEL's AGM, which is expected to be held in late June
2003.
PROPOSED TIMETABLE OF EVENTS (SUBJECT TO CHANGE)
* 23 April - ASX Release announcing signing of Implementation
Agreement
* Mid to late May - Supreme Court hearing
* Late May - Proposed mailing of Scheme documentation to all UEL
shareholders
* Late June - Annual General Meeting and Extraordinary General
Meeting
* Late June/early July - Second Supreme Court hearing#
* Early to mid July - UEL shares cease trading on the Australian
Stock Exchange#
* Mid to late July - Payment of Scheme consideration to UEL
shareholders#
# Subject to conditions and shareholder approvals.
ANALYST CONFERENCE CALL
United Energy Independent Directors, Ms Tina McMeckan and Mr
John Clark conduct a conference call for analysts and
shareholders on Wednesday commencing at 12:00 noon to discuss
the proposed Scheme of Arrangement. Dial in numbers are: 1800
555 616 (Australia-wide toll free) and (+613) 9221 9755
(International). No PIN is required. Please note that questions
will only be taken from analysts. Shareholders with further
questions should contact United Energy's Shareholder Hotline on
1300 303 039 or for international callers +612 9240 7544.
A brief presentation was spoken to (not webcast) which will be
available for viewing and/or downloading from United Energy's
website www.ue.com.au/investor approximately one hour prior to
the commencement of the analyst conference call.
For those unable to participate in the analyst/shareholder
conference call, a dial-in replay (including the question and
answer session) will be accessible for 30 days from the close of
business on Wednesday refer to United Energy's website at this
time for full details.
MEDIA CONFERENCE CALL
A media conference call will follow the analyst conference call
at 1330hrs (AEST). The dial in number is 1800 009 696
(Australia-wide), (+613) 9221 9755 (International). Questions
will be taken from media following the conference call.
CONTACT INFORMATION: Graeme Thompson
INVESTOR RELATIONS MANAGER
Phone: (+61 3) 9222 9138
Mobile: 0412 020 711
Fax: (+61 3) 9222 9161
e-mail: gthom@ue.com.au
UNITED ENERGY: Ratings Remain on CreditWatch Negative
-----------------------------------------------------
Standard & Poor's Ratings Services said Wednesday its 'A-' long-
term and 'A-2' short-term ratings on the Victorian electricity
distributor United Energy Ltd. remain on CreditWatch with
negative implications. This rating update follows the
announcement on Wednesday by potential merger partner AlintaGas
Ltd. (BBB/Stable/A-2) and equity participant AMP Henderson
Global Investors, that they had signed a merger implementation
agreement to complete a possible merger of the United Energy and
AlintaGas Networks businesses, together with the Victorian gas
distributor Multinet. The transaction, scheduled to be
completed by mid July 2003, will require United Energy
shareholder and court approval. The most significant impact of
the proposed restructure for United Energy will be a change in
its capital structure, including new owners, the delisting of
the company from the ASX, a material increase in debt
commitments, and lower financing flexibility than the company
currently enjoys.
"Although the business risk of United Energy will remain largely
unaffected by the transaction, the financial profile of the
wider United Energy group will be weaker, which suggests that a
credit rating of about 'BBB' is a most likely rating outcome,"
said Laurie Conheady, associate director, Corporate &
Infrastructure Finance Ratings. "While we expect the transaction
to proceed, the number of regulatory hurdles to be negotiated
before the transaction can be consummated means a downgrade of
the rating on United Energy at this point in time would be
premature."
A clearer picture of United Energy's longer-term
creditworthiness is likely to be known prior to financial close;
however, the rating on the company is likely to remain subject
to uncertainty as a significant amount of short-term bridging
finance involved in the transaction is refinanced.
UNITED ENERGY: Signs Implementation Agreement With Alinta, AMPH
---------------------------------------------------------------
United Energy Limited refers to the announcement regarding its
agreement to a proposal with AlintaGas Limited (Alinta) and AMP
Henderson Global Investors (AMPH).
In connection with that proposal, United Energy discloses a copy
of the form of Implementation Agreement signed by the parties on
22 April 2003. A copy of the Implementation Agreement can be
found at http://bankrupt.com/misc/TCRAP_UEL0424.pdf.
CONTACT INFORMATION: Andrew Gould
GENERAL MANAGER CORPORATE DEVELOPMENT
Phone: (+61 3) 9222 8559
Mobile: 0404 009 427
Fax: (+61 3) 9222 9161
e-mail: agould@ue.com.au
================================
C H I N A & H O N G K O N G
================================
CHINA RICH: Trims 2002 Operations Loss to HK$16.367M
----------------------------------------------------
China Rich Holdings Limited released its results announcement
summary for the year-ending date July 31, 2003:
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited ) Last
Current Corresponding
Period Period
from 1/8/2002 from 1/8/2001
to 31/1/2003 to 31/1/2002
Note ('000) ('000)
Turnover : 22,380 107,266
Profit/(Loss) from Operations : (16,367) (27,742)
Finance cost : (3,243) (10,068)
Share of Profit/(Loss) of
Associates : (8,140) 460
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (27,789) (37,483)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.012) (0.017)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (27,789) (37,483)
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
CHUANG YE: Winding Up Hearing Scheduled May 7
---------------------------------------------
The High Court of Hong Kong will hear on May 7, 2003 at 9:30 in
the morning the petition seeking the winding up of Hong Kong
Chuang Ye International Investment Group Limited.
Bank of China (Hong Kong) Limited, the successor corporation to
The Yien Yieh Commercial Bank Limited pursuant to Bank of China
(Hong Kong) Limited (Merger) Ordinance (Cap. 1167)) of 14/F.,
Bank of China Tower, No. 1 Garden Road, Central, Hong Kong filed
the petition on March 20, 20032. Tsang, Chan & Wong represents
the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tsang, Chan &
Wong, which holds office on the 16th Floor, Wing On House, 71
Des Voeux Road Central, Hong Kong.
ESUN HOLDINGS: 2002 Net Loss Reduced to HK$68.799M
--------------------------------------------------
Esun Holdings Limited released its results announcement summary
for the year-end date of December 31, 2002:
Currency: HKD
Auditors' Report: Qualified
(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 : 176,278 84,376
Profit/(Loss) from Operations : (27,579) (129,250)
Finance cost : (1,708) (4,141)
Share of Profit/(Loss) of
Associates : (31,530) (7,216)
Share of Profit/(Loss) of
Jointly Controlled Entities : (2,113) (2,658)
Profit/(Loss) after Tax & MI : (68,799) (181,688)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.1204) (0.3236)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (68,799) (181,688)
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. LOSS PER SHARES
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the year of HK$68,799,000
(2001: HK$181,688,000), and the weighted average of 571,184,927
(2001: 561,493,823) ordinary shares in issue throughout the
year.
The diluted loss per share for the years 31st December, 2002 and
2001 has not been shown because the options outstanding during
these years had no dilutive effect on the basic loss per share
for these years.
2. SUMMARY OF AUDITORS REPORT
Scope limitations
(a) Due from Furama Hotel Enterprises Limited
Included in the consolidated balance sheet of the Group as at
31st December, 2002 is an amount of HK$1,500,040,000 (the Debt)
owed to Golden Pool Enterprise Limited (GPEL), an indirect
wholly-owned subsidiary of the Company, by Furama Hotel
Enterprises Limited (FHEL), a wholly-owned subsidiary of Lai Sun
Development Company Limited (LSD), which is a substantial
shareholder of the Company. LSD guarantees the repayment of the
Debt.
The Debt was interest-bearing at 5% per annum and was repayable
on or before 31st December, 2002. The Directors have discussed
the repayment of the Debt with the management of FHEL and LSD
and obtained an understanding that LSD is currently working
closely with its legal and financial advisors to formulate a
plan for the settlement and/or repayment of the Debt due to the
Group, the Exchangeable Bondholders and the Convertible
Bondholders, and the other borrowings. Pending the outcome of
the LSD debt-restructuring program, the Group is uncertain as to
the extent of the recovery of the Debt. However, although the
Directors of the Company consider that the recoverable amount of
the Debt is currently uncertain, in the absence of any reliable
information, the Directors are unable to estimate the amount of
any specific provision against such balance at the current time.
The auditors consider that they have been unable either to
obtain sufficient reliable information, or to carry out
alternative auditing procedures to satisfy themselves as to the
recoverability of the Debt as included in the consolidated
balance sheet of the Group. Included in the Company's balance
sheet as at 31st December, 2002 is an amount of HK$1,500,040,000
due from Glynhill International Limited, a wholly-owned
subsidiary of the Company, which in turn advanced the same
amount to GPEL and they have also been unable either to obtain
sufficient reliable information, or to carry out alternative
auditing procedures to satisfy themselves as to the
recoverability of such amount due from the subsidiary as
included in the Company's balance sheet.
(b) Film rights
Included in the consolidated balance sheet of the Group as at
31st December, 2002 are film rights with a carrying amount of
HK$113,109,000. The Directors engaged an independent third
party (the Valuer) to perform a valuation of the Group's all
rights, titles and interests to 96 films (the 96 Film Rights) as
at 31st December, 2002 in order to provide them with a reference
to assess if there is any impairment in value of the Group's
film rights as at that date. Having regard to the valuation
performed by the Valuer and the current market conditions, the
Directors are of the opinion that there is no impairment in the
value of the Group's film rights, which include the 96 Film
Rights and the television rights to another 20 films (the 20
Film Rights) amounting to HK$93,606,000 and HK$19,503,000,
respectively, as at 31st December, 2002.
The auditors consider that they have been unable to obtain
sufficient reliable information to carry out the auditing
procedures required by the Statement of Auditing Standards 520
"Using the Work of an Expert" (SAS 520), issued by the Hong Kong
Society of Accountants, to satisfy themselves as to (i) the
competence and objectivity of the Valuer; and (ii) the adequacy
of the scope of the Valuer's work, as to the 96 Film Rights and
they have also been unable to obtain sufficient reliable
information, or to carry out alternative auditing procedures to
satisfy themselves as to the Directors' assessment in connection
with the carrying amount of the 20 Film Rights. Accordingly,
they have been unable to carry out adequate auditing procedures
as concerns the carrying amount of the Group's film rights as at
31st December, 2002.
The auditors consider that any adjustments that might have been
found necessary in respect of each of (a) and (b) above would
have a consequential impact on the net assets of the Group and
the Company as at 31st December, 2002 and the net loss
attributable to the shareholders for the year then ended.
The auditors consider that in forming their opinion they also
evaluated the overall adequacy of the presentation of
information in the financial statements. The auditors believe
that their audit provides a reasonable basis for their opinion.
Disclaimer of opinion
The auditors consider that because of the significance of the
possible effects of the scope limitation in the eviance
available to them as set out under (a) above, they are unable to
form an opinion as to whether the financial statements give a
true and fair view of the state of affairs of the Company and of
the Group as at 31st December, 2002 and of the loss and cash
flows of the Group for the year then ended and as to whether the
financial statements have been properly prepared in accordance
with the disclosure requirements of the Hong Kong Companies
Ordinance.
The auditors consider that had there been no limitation in
eviance available to them as set out under (a) above they would
have reported that except for any adjustments that might have
been found to be necessary had they been able to obtain
sufficient eviance relating to the matters discussed in (b)
above, in their opinion the financial statements give a true and
fair view of the state of affairs of the Company and of the
Group as at 31st December, 2002 and of the loss and cash flows
of the Group for the year then ended and have been properly
prepared in accordance with the disclosure requirements of the
Hong Kong Companies Ordinance.
The auditors consider that in respect alone of the limitations
on their work as set out above, they have not obtained all the
information and explanations that they considered necessary for
the purpose of their audit.
3. COMPARATIVE AMOUNTS
In order to conform with current year's presentation,
HK$3,168,000 and HK$32,990,000, which related to impairment of
an investment in an associate and impairment of goodwill arising
on acquisition of associates and a jointly-controlled entity,
respectively, were reclassified from other operating expenses to
separate line disclosure after the loss from operating
activities for the year ended 31st December, 2001.
Due to the adoption of certain new and revised SSAPs in the
Group's audited financial statements during the year, the
accounting treatment and presentation of certain items and
balances in the financial statements have been revised to comply
with the new requirements.
Accordingly, certain comparative amounts have been reclassified
to conform with the current year's presentation.
During the year, the directors considered it a fairer
presentation to include in the cost of sales, certain costs
incurred directly for television programmers production and the
operation of satellite television channel (television cost),
which in the previous years were classified as administrative
expenses. Consequently, approximately HK$9,824,000 representing
the aforesaid direct cost of operations, was reclassified
from the administrative expenses to cost of sales for the year
ended 31st December 2001.
EMPEROR (CHINA): Sees No Reason for Share Price Decrease
--------------------------------------------------------
Emperor (China Concept) Investments Limited has noted the recent
decreases in the price of Company shares and wishes to state
that it is not aware of any reasons for such decreases.
The Company confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of
the Listing Agreement, which is or may be of a price-sensitive
nature.
Last month, the Troubled Company Reporter - Asia Pacific
reported that Emperor (China Concept) proposed the Capital
Reorganization, under which the par value of each issued Share
will be reduced from HK$0.50 to HK$0.0001, all unissued Shares
in the capital of the Company will be subdiviad into 5,000
shares of HK$0.0001 each and thereafter every 10 shares of
HK$0.0001 each in the issued and unissued share capital of the
Company will be consolidated into one New Share of HK$0.001
each.
GLORY SENSE: Winding Up Sought by Ricker Investment
---------------------------------------------------
Ricker Investment Limited is seeking the winding up of Glory
Sense International Limited. The petition was filed on April 3,
2003, and will be heard before the High Court of Hong Kong on
May 28, 2003 at 10:00 in the morning.
Ricker Investment holds its registered office at 19th Floor,
Causeway Bay Commercial Building, Nos. 1-13, Sugar Street,
Causeway Bay, Hong Kong.
SHOUGANG CONCORD: Cuts 2002 Operation Loss to HK$2.820M
-------------------------------------------------------
Shougang Concord Grand (Group) Limited posted a summary of the
financial statement for the year end date December 31, 2002:
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2002 from 1/1/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 15,661 22,028
Profit/(Loss) from Operations : (2,820) (39,142)
Finance cost : (3,251) (5,627)
Share of Profit/(Loss) of
Associates : 12,045 (27,878)
Share of Profit/(Loss) of
Jointly Controlled Entities : (2,554) 2,399
Profit/(Loss) after Tax & MI : 2,380 (72,782)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : 0.0029 (0.0879)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : 2,380 (72,782)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) Turnover represents rental and management fee income but
excludes intra-group transactions.
(2) The Group's loss from operating activities is arrived at
after (charging) / crediting :
2002 2001
HK$'000 HK$'000
Costs incurred in the provision of rental
and management services (2,854) (2,925)
Loss on disposal of a subsidiary - (2,816)
Provisions for doubtful debts - (23,065)
Deficit on revaluation of investment
properties (3,800) (22,405)
Unrealized holding loss on
short term investments (28) (193)
Depreciation (97) (132)
Profit on disposal of listed
investments - 1,077
Profit on disposal of an investment
property - 142
Dividend income from listed
investments 49 49
Interest income from bank deposits 237 458
======= =======
(3) The calculation of basic earnings/(loss) per share is based
on the net profit attributable to shareholders of HK$2,380,000
(2001: loss of HK$72,782,000) and 827,867,914 shares in issue
during the year.
Diluted earnings/(loss) per share amounts for the years ended 31
December 2002 and 2001 have not been disclosed, as the share
options outstanding for the year ended 31 December 2002 (2001:
Nil) had an anti-dilutive effect on the basic earnings per
share.
SOFTBANK INVESTMENT: 2002 Net Loss Widens to HK$497.464M
--------------------------------------------------------
Softbank Investment International (Strategic) Limited posted a
summary on its result announcement for the year end date
December 31, 2002:
Year end date: 31/12/2002
Currency: HKD
Auditors' Report: Unqualified
(Audited)
(Audited) Last
18-Month 12-Month
Period Period
from 01/07/2001 from 01/07/2000
to 31/12/2002 to 30/06/2001
Note ('000) ('000)
Turnover 3 : 334,296 187,473
Profit/(Loss) from Operations : (486,895) (95,083)
Finance cost : (10,250) (9,988)
Share of Profit/(Loss) of
Associates : 1,994 (58)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (497,464) (97,186)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) 4 : (0.21) (0.05)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (497,464) (97,186)
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 Annual
General Meeting : 20/05/2003 to
22/05/2003bdi.
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Change of financial year end
The Company changed its financial year end from 30 June to 31
December commencing from the year of 2002. The new financial
year end was adopted to coincide with the year ends of the
Company's various PRC subsidiaries which have a common year end
of 31 December. In consequence, the comparative figures are not
directly comparable. Certain comparative figures have been
reclassified to conform with the current period's presentation.
2. Loss per share
The loss per share is calculated based on the loss attributable
to shareholders of HK$497,464,000 (12-months ended 30 June 2001:
HK$97,186,000) and on the weighted average number of
2,380,208,728 (12-months ended 30 June 2001: 1,971,781,974)
ordinary shares in issue during the period.
The diluted loss per share is not shown as the effect of the
assumed conversion of the Group's outstanding convertible notes
and the exercise of the share options granted by the Company
would be regarded as anti-dilutive.
=================
I N D O N E S I A
=================
BAHANA PEMBINAAN: IBRA Obtains FSPC Approval to Sell Bonds
----------------------------------------------------------
The Financial Sector Policy Committee (FSPC) has given approval
to the Indonesian Bank Restructuring Agency (IBRA) to sell PT
Bahana Pembinaan Usaha Indonesia (BPUI)'s bonds worth Rp3
trillion, though no formal talks were held on the matter so far,
Bisnis Indonesia reports, quoting FSPC Secretary Lukita D. Tuwo.
"IBRA could just put BPUI bond on sales though it asked for FSPC
opinion at last as it sees strategic thing," Tuwo said, adding
that IBRA also asked for FSPC opinion regarding other credit
sales plan.
IBRA never ask for FSPC opinion for the sales of assets under
its control before but this time it does, as too many
consideration proposed. The agency could even cancel the bond
sales plan if it wants to.
"IBRA has made several cancellation to assets sales anyway."
IBRA is reportedly to put the bond on Credit Assets Portfolio
Sales program (P3AK) commencing early this year.
Prospective buyers are likely to resort to loan swap and set off
mechanism with Bahana big debtors - Prajogo Pangestu, Peter
Sondakh, MS Hidayat, and Agus Anwar with total debt of Rp3
trillion.
Bahana, which has debt to IBRA of around Rp3.5 trillion, has
agreed in restructuring agreement to make cash settlement of
Rp300 billion despite loan to equity swap of Rp250 billion, of
which has made IBRA owner to the company 99 percent share. The
remaining Rp3 trillion debt would be paid with zero coupon bond.
SINAR MAS: Pefindo Withdraws `idD' Bond Rating
----------------------------------------------
Credit Rating Indonesia PT Pefindo has withdrawn its rating on
PT Sinar Mas Multifinance (SMMF) and PT Sinar Mas Multiartha
(SMMA) due to insufficient data and information provided for the
rating process while SMMF has successfully restructured its
Bonds I Year 1997 totaling Rp163.6 billion guaranteed by SMMA
that the "idD" bond rating and "idSD" for SMMA's company rating
- both assigned on May 8, 2001 - are no longer applicable.
SMMF is a multifinancing company established in September 1985
whose majority shareholder is SMMA, who conducted as the
guarantor for SMMF Bonds I issued in April 1997 with initial
issuance of Rp500 billion.
Following the withdrawn status, PEFINDO will not review any
information that may affect the companies and the Bonds rating.
However, PEFINDO may update the rating as sufficient data and
information are provided for the process.
* IBRA Launches CPP Ex-Bank Loan Collateral
-------------------------------------------
Indonesia Bank Restructuring Agency has launched Crash Program
Property (CPP) for ex-bank loan collateral with registration
period from 21 April 2003 to 20 May 2003. Registration is open
at IBRA Service Offices throughout Indonesia. This Program is
carried out in bid to optimize the settlement performance of
property assets under IBRA, which formerly were owned by debtors
under the Small & Medium Enterprise (SME) loan category.
CPP is a limited direct sales program in which eligible and
interested prospective buyers (ex-guarantor or debtor) are
allowed to propose for a buyback their former collateral assets
or the Taken Over Collateral Assets (BJDA) which earlier were
transferred to the Bank Under Restructuring (BDP) as payment to
the obligations.
CPP is valid only to property assets, which by the time of
handover/transfer to BDP, the Total Final Principal is at the
maximum of Rp5 billion or equivalent to USD750 thousand or
equivalent in other foreign currencies.
The property assets offered in CPP are in the form of land plots
along with the building presently under ownership of IBRA and
will be offered by IBRA in their current physical and document
conditions on 'as is' basis. Excluded from the asset offering
list are the BLBI assets and the attorney office Seizure List
assets.
CPP is open for individuals and legal institutions who are
former guarantors or debtors along with the former guarantors
(or the heirs) who handed over the Property Assets to BDP in
payment to the obligations in consequence of the loan
facilities.
Whenever the Prospective Buyers (former debtors different from
former guarantors), the registration process and document
submission must be conducted at the same time. The prospective
buyers must be able to show the legal proof of ownership of the
assets as evianced with the statement of the prospective buyer's
name in the proof of ownership.
Whenever the prospective buyers still owe obligations to IBRA -
with total principal not exceeding Rp5 billion -- or equivalent
to USD 750 thousand or equivalent in other foreign currencies,
the obligations must be settled first before registration into
the crash program.
IBRA does not charge Prospective Buyers in this program any cost
at all. The mechanism / Terms of Reference (TOR) is available
for free at the nearest BPPN Center office. Prospective Buyers
in need of detailed information should call IBRA Hotline
Property Telp. (021) 57982288 and 5772776 ext. 4285 & 4292 or
toll-free IBRA Customer Care No. Telp. 0800-1200-200 Fax 0800-
277-6885 or visit http://www.bppn.go.id.
=========
J A P A N
=========
JAPAN AIRLINES: Cutting More International Flights
--------------------------------------------------
Japan Airlines System Corporation will cut more international
flights in May, especially those bound for Asia, due to the
United States-led war on Iraq and the outbreak of severe acute
respiratory syndrome (SARS), Kyodo News said on Wednesday. As a
result, the seating capacity on international flights will be
about 20 percent below that under the original plan.
The airline expects a group operating loss of two billion yen
($16.63 million) for the business year ending in March, the
Troubled Company Reporter-Asia Pacific reported recently. 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.
JUNTENDO CO.: R&I Upgrades Rating to BB-
----------------------------------------
Rating and Investment Information, Inc. (R&I), has upgraded the
senior long-term credit rating and L-T bonds of Juntendo Co. Ltd
to BB- from B+.
RATIONALE:
Juntendo Co., Ltd., is a home center operator with a territory
covering the Shimane and Hiroshima Prefectures in the Chugoku
region. It is pressing ahead with the closure of unprofitable
outlets and the reduction of selling, general and administrative
expenses, and there is a trend towards recovery in
profitability. It has enhanced its product range by increasing
the size of outlets mainly in urban areas, where competition is
intense, and to some extent its strength in the face of
competition with other companies is improving. The business
environment is difficult, however, with a prolonged slump in
personal consumption and an intensification of competition from
other companies in the same industry and supermarkets. It will
not be easy to drastically improve the continuing low level of
earnings.
Taking into account quasi-debt such as un-expired rental
balances on long-term lease contracts and lease liabilities, for
which early cancellation penalties apply, the level of debt in
relation to cash flows and net assets is somewhat excessive.
However, prospects have improved with regard to the largest
pending issue, the redemption of convertible bonds in February
2004, and funds for repayment have generally been secured thanks
to the establishment of a commitment line in addition to cash
flows. There is also an increasing sense of stability in its
business relationships with financial institutions.
Taking all of these points into consideration, R&I has upgraded
the Senior Long-term Credit Rating for Juntendo and the rating
of its Unsecured Convertible Bonds No. 2 from B+ to BB-.
MARUBENI CORPORATION: JCR Assigns BBB+ Rating
---------------------------------------------
Japan Credit Rating Agency (JCR) has assigned a BBB+ rating to
the bonds of Marubeni Corporation.
RATIONALE:
Marubeni improved the earnings power through withdrawal from
unprofitable businesses and cutback in expenses while it reduced
the total assets and interest-bearing debt. However, Marubeni's
risk assets including many securities and real estate assets
remain large against the risk buffer. The Company plans to
improve the earnings and financial structure further. It plans
to allocate the resources to core business areas. Given the
large risk assets as well as severe external environment
surrounding the Company, JCR considers it necessary to watch
carefully the going of the plan.
SEIYU LIMITED: Posts Y90.84B Net Loss
-------------------------------------
Seiyu Limited booked a group net loss of 90.84 billion yen in
the business year ending February 28 in a sharp reversal from a
profit of 5.2 billion yen the previous year, due mainly to heavy
appraisal losses on its shareholdings, according to Kyodo News
on Tuesday.
Meanwhile, AFP Online reported that it plunged into the red in
the last year to February due to restructuring costs under an
alliance with US giant Wal-Mart and losses on its share
portfolio.
TAIHEIYO CEMENT: R&I Assigns BBB Prelim
---------------------------------------
Rating and Investment Information, Inc. (R&I), has assigned the
following ratings of Taiheiyo Cement Corporation.
Long-term Debt
Preliminary Rating for the Shelf Registration scheme
ISSUE: Bonds to be Rated: Str. Bonds
Issue Amount (mn): Yen 130,000
Issue Period: Two years from Oct 26, 2002
Preliminary Rating for the Shelf Registration scheme
R&I RATING: BBB
Long-term Debt
New Issue (issued under the Shelf Registration scheme)
RATIONALE:
As Japan's largest cement manufacturer, Taiheiyo Cement
Corporation has a large share of the domestic market. The
Company is also taking the lead in initiatives in the eco-cement
business and in the positive use of industrial waste and general
waste as recycled material and fuel. The cement market has been
slow to rebound but the pick-up in cement prices since 2002 is
gradually becoming more widespread. Overseas business, mainly in
the United States and China, has been holding firm and cash flow
generation is heading for a recovery. On the other hand, the gap
between supply and demand in the domestic market remains wide. A
further decrease in demand is unavoidable and whether price
stability can be maintained in the mid- to long-term remains
uncertain.
The Company reviewed its 2004 Midterm Business Plan in October
2002 and announced that it would slash its consolidated interest
bearing debt, equal to 90 percent of its net sales, by 200
billion yen by the March 2005 term. Since then, the Company has
been actively engaged in debt reduction activities by selling
off and liquidating real estate holdings and keeping a check on
capital spending. Nevertheless, in spite of efforts to reduce
its debt burden, the Company's interest bearing debt compared to
its ability to generate a satisfactory cash flow is enormous and
R&I sees the Company's rating prospects are negative. In the
current severe business environment, it is necessary for the
Company to carry out its midterm business plan without delay in
order to maintain creditworthiness.
TOSHIBA CORPROATION: Enters Alliance With Mitsubishi
----------------------------------------------------
Mitsubishi Electric Corporation (President and CEO: Tamotsu
Nomakuchi) and Toshiba Corporation (President and CEO: Tadashi
Okamura) announced that they would establish a new joint venture
Company integrating their businesses in industrial electric and
automation systems, including industrial supervisory control
systems, drive systems and power distribution systems. From
October 1, 2003, the new Company will start business by offering
customers worldwide advanced capabilities in industrial electric
and automation systems, covering industries as diverse as metal
processing, pulp and paper, petrochemicals, automobiles and
foods.
The new joint venture will bring together all key functions in
the partners' respective businesses, including development,
manufacturing and engineering, sales, installation and services.
It will integrate the assets of the relevant divisions of each
partner, Toshiba GE Automation Systems Corporation, a Toshiba
subsidiary in Japan, and TMA Electric Corporation, an equally
owned joint venture of Mitsubishi Electric and Toshiba for large
capacity motors, ands Toshiba GE Automation Systems Corporation,
a Toshiba subsidiary in Japan. The combined operations of the
new Company are expected to promote overall competitiveness and
a global presence, and to support an operating structure that
will position the new entity as a leading system integrator in
industrial electric and automation systems.
The global market outlook for industrial electric systems
remains severe. In Japan, manufacturers continue to cut back on
capital investment. While overseas markets are characterized by
stable demand they are also witnessing intensified competition.
Mitsubishi Electric and Toshiba decided to integrate their
businesses to enhance competitiveness and promote their presence
in the overseas markets for industrial electric and automation
systems.
This integration is expected to benefits to three key areas:
1. Enhanced product competitiveness.
Reorganizing development and manufacturing facilities and
promoting product line integration will achieve this.
Centralized product development activities will lead to faster
product development. Review and realignment of product lines and
reorganized manufacturing will improve cost competitiveness.
2. Reinforced market presence.
A reinforced market presence in both Japan and overseas will
follow complementary customer and market integrations in Japan
based on the partners' strengths. A more global sales network
will boost visibility overseas.
3. Enhanced operating efficiency.
This will be achieved through business integration and a new
management structure will promote speedy decision-making.
Reinforced market presence, both in Japan and overseas, will
follow complementary integration of customers and markets in
Japan, according to the partners' strengths, while a globalized
sales network will boost overseas visibility.
Enhanced-operating efficiency will be achieved through
business integration, and a new management structure will
promote speedy decision-making.
Outline of New Company
-Company name: TBA
-Start of operations: October 1, 2003
-Capitalization and capital reserve:
-Approximately 35 billion yen (planned)
-Shareholding: Toshiba 50 percent, Mitsubishi Electric 50
percent
-President: TBA
-Headquarters: Tokyo, Japan (planned)
-Business area:
1) Sales, engineering, installation and servicing of industrial
electric and automation systems for wide range of industrial
manufacturing plants.
2) Development and manufacturing of power electronic apparatus,
large capacity electric motors and automation systems for
industrial applications.
-Sales Target: Approximately 160 billion yen in fiscal year
2006
-Manufacturing Facilities:
1). Supervisory control systems for manufacturing plant:
Fuchu (part of Toshiba Fuchu Complex); Kobe and Nagasaki (parts
of Mitsubishi Electric facilities)
2). Power electronics equipment: Fuchu (part of Toshiba Fuchu
Complex); Kobe and Nagasaki (parts of Mitsubishi Electric
facilities)
3). Large capacity electric motors: Keihin, Mie, Nagasaki
(currently handled by TMA Electric Corporation)
-Employees: Approximately 2,300 (at initial operation)
According to Wright Investor's Service, at the end of 2002,
Toshiba had negative working capital, as current liabilities
were 2.87 trillion yen while total current assets were only 2.67
trillion yen.
About Mitsubishi Electric Corporation
With over 80 years of experience in providing reliable, high-
quality products to both corporate clients and general consumers
all over the world, Mitsubishi Electric Corporation (TSE: 6503)
is a recognized world leader in the manufacture, marketing and
sales of electrical and electronic equipment used in information
processing and communications, space development and satellite
communications, consumer electronics, industrial technology,
energy, transportation and building equipment. The Company has
operations in 35 countries and recorded consolidated group sales
of 3,649 billion yen (US$27.4 billion) in the year ended March
31, 2002. For more information about Mitsubishi Electric visit
http://global.mitsubishielectric.comAbout Toshiba Corporation
Toshiba Corporation, a world leader in high technology, is a
diversified manufacturer and marketer of advanced electronic and
electrical products, spanning information and communications
equipment and systems, internet-based solutions and services,
electronic components and materials, power systems, industrial
and social infrastructure systems, and household appliances. The
Company's integration of these wide-ranging capabilities assures
its position as a leading Company in all aspects of industrial
electric and automation systems.
Visit Toshiba's web site at http://www.toshiba.co.jp/index.htm
TOSHIBA CORPORATION: Unveils Principal Shareholders
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Toshiba Corporation's principal shareholders and their
approximate ratio of voting right, as of March 31, 2003, as
follows:
Shareholder Voting Right (%)
1. The Master Trust Bank of Japan, Limited 5.3
2. The Dai-ichi Mutual Life Insurance Company 3.6
3. Japan Trustee Services Bank, Limited 3.6
4. Nippon Life Insurance Company 3.2
5. Sumitomo Mitsui Banking Corporation 2.3
6. State Street Bank and Trust Company 1.8
7. Toshiba Employees Stocks Ownership Plan 1.6
8. The Chase Manhattan Bank, N.A. London 1.6
9. NIPPONKOA Insurance Company, Limited 1.5
10.Shinsei Bank, Limited 1.5
The Troubled Company Reporter-Asia Pacific reported that Toshiba
in the three months to December 31 had a loss of 84.9 billion
yen ($636 million) versus a net income of Y11.1 billion in the
year- earlier period. Consolidated sales fell 14 percent to Y1.2
trillion from Y1.39 trillion.
Shinhan, Chohung Banks Ratings Remain on CreditWatch, Says S&P
--------------------------------------------------------------
Standard & Poor's Ratings Services said Wednesday that its
ratings on Chohung Bank (BB+/WatchPos/B) remained on CreditWatch
with positive implications, and its long-term rating on Shinhan
Bank (BBB+/WatchNeg/A-2) remained on CreditWatch with
negative implications.
The ratings on the two banks remain on CreditWatch due to delays
in negotiations between the Korean government and Shinhan
Financial Group Co. Ltd. (SFG) over the purchase of Chohung. The
outcome of the negotiations is expected in May at which time the
CreditWatch status should be resolved.
POTENTIAL FOR FURTHER DELAYS
Possible disagreement on the sale price of Chohung is likely to
delay the negotiation process between the government and SFG. In
mid February 2003, Korea's Public Money Management Committee
(PMMC) appointed an accounting firm to address a claim from some
Chohung employees and the government for a higher sales price.
It is expected that the accounting firm will recommend to Korea
Deposit Insurance Corp. (KDIC) a sales price higher than Korean
won (W) 6,150 per share, SFG's current bid price.
SLIGHT RISE IN DEAL COLLAPSE RISK
The strategic importance of Chohung to SFG and the government's
desire to avoid damage to its privatization initiatives should
motivate both parties to avoid a collapse in the deal. However,
if the government and SFG have significantly divergent opinions
on the terms of the sale, the negotiations could be at risk. The
financial advisor to the government had reported a price per
share range of W4,800-W6,400 on Dec. 11, 2002. But, since the
initial valuation, the asset quality of Chohung has deteriorated
due to rising credit costs from the bank's exposure to SK Global
and households. SFG is likely to push for a lower sales price
than W6,150, while the government could argue for a higher price
based on intangible values such as the right to manage Chohung,
the bank's low cost deposit base, and smaller potential
nonperforming assets than estimated by SFG.
Ratings Prospects for Shinhan and Chohung
Standard & Poor's will resolve the CreditWatch placements of the
ratings on the two banks after the terms and conditions of the
acquisition are finalized or if negotiations fall through. If
the deal proceeds, the important ratings factors will be the
progress of the integration process, the terms and conditions of
the acquisition, and the impact of SFG's funding scheme on its
financial structure. Despite SFG's plan to maintain Chohung as a
separate subsidiary for the next two years, it cannot isolate
Shinhan from the typical convergence of business risks that
occur among the subsidiaries of a common holding company.
Should the ratings on Chohung be raised, the upgrade is likely
to be within two notches, while any change to the rating on
Shinhan is likely to be within one notch. If the deal collapses,
the outlook on Shinhan's long-term counterparty rating is likely
to return to stable. For Chohung, the outlook on its long-term
counterparty rating might not return to positive due to the
damage to its reputation and its weakened financial profile.
SFG'S BID TERMS
PMMC officially designated SFG as an exclusive bidder for
Chohung Bank on Jan. 23, 2003. SFG's bidding included:
-- Cash payment of W6,150 per Chohung share for about half of
KDIC's ownership in Chohung;
-- Common equity swap at a ratio of 1: 0.3428 between SFG and
Chohung shares for about a quarter of KDIC's ownership in
Chohung;
-- Issuance of equity securities to KDIC at a ratio of 1:
0.3428 between SFG and Chohung shares for the rest of KDIC's
ownership in Chohung; and
-- A potential downward adjustment of pricing within a 10%
limit of W6,150.
Chohung is currently 80% owned by Korea Deposit Insurance Corp.,
after receiving a capital injection from the government in
January 1999 during the Asian financial crisis. SFG is the
holding company that owns 100% of Shinhan Bank.
=========
K O R E A
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HYNIX SEMICONDUCTOR: Elpida Joins Legal Battle Against Chipmaker
---------------------------------------------------------------
Elpida Memory, Inc. is considering joining Infineon, Micron and
Taiwanese DRAM makers in a suit against the struggling Hynix
Semiconductor, X-bit Laboratories reported Tuesday. If the
Company decides to ask Japanese government to propose higher
tariffs on Hynix's imports in Japan and the government approves
this move, the Korean DRAM maker may lose this market.
Just like European, American and Taiwanese memory manufacturers,
Elpida accuses Hynix of receiving illegal subsidies from the
government. Elpida has a number of reasons to act against the
chipmaker. Primarily, the Japanese memory maker is interested in
higher prices for memory and if Hynix is not able to sell its
production, the prices will rise. Also Elpida may be concerned
that Hynix may try to sell its memory in Japan, competing with
local DRAM producers, after the US, European and Taiwanese
markets will be practically closed to the Korean company.
Although all memory makers now collaborate against Hynix
Semiconductor, the possible results of this action are not so
clear.
JINRO CORP.: Challenges Goldman's Move For Receivership
-----------------------------------------------------
Jinro Corporation said the petition for court receivership by
Senna Investment was invalid since it was a paper Company set up
by Goldman Sachs, reports the Korea Times. Jinro's claim came
after Goldman Sachs unveiled a plan to complete the Company's
reorganization proceedings by early 2004 through the sale of its
assets at an open bidding in line with court rules. Senna
Investment, based in Ireland, holds 87 billion won ($71 million)
or 5 percent of Jinro's total debt worth 1.75 trillion won ($1.4
billion).
``Goldman petitioned for court receivership of Jinro through
Senna to evade the possibility of getting sued and therefore the
petition itself is not valid," the distillery said. However,
Goldman said an open bid under court reorganization proceedings
was the best solution to revitalize Jinro as soon as possible.
On Sunday, Jinro filed a petition to seize Goldman's holdings of
its debts and also planned to file a compensation claim for
damages worth 150 billion won against the investment firm.
Goldman and other foreign creditors including Morgan Stanley,
hold about 30 percent of the outstanding debt of Jinro, which
failed in 1997 after defaulting on its debt. Goldman purchased
Jinro bonds in 1998 and 1999 during state-backed sales of non-
performing assets.
SK CORPORATION: Rating Remains on CreditWatch Negative, S&P
-----------------------------------------------------------
Standard & Poor's Ratings Services said Tuesday that its 'BBB-'
long-term rating on SK Corporation remains on CreditWatch with
negative implications, where it was placed on March 13, 2003,
following the revelation of accounting fraud at SK Global, the
SK group's trading unit. The CreditWatch placement also reflects
new concerns over the revelation that SK Shipping Co., an
affiliate of SK Corp., had not provided sufficient documentation
for the write-off of Korean won (W) 239.2 billion of CPs in its
fiscal 2002 audit process.
Beyond the operational and financial ties of SK Corp. to SK
Shipping, news of additional irregularities among SK group
companies could further compromise SK Corp.'s access to
liquidity and hurt its credit standing.
SK Shipping's credit profile is weak. The Company posted a net
loss of W220 billion in fiscal 2002 and has a highly leveraged
capital structure, with debt to capital approaching 85 percent
at year-end 2002.
SK Corp.'s exposure to SK Shipping stems from its 47.8 percent
stake in the Company, which is also SK Global own 33.2 percent,
and 19.0 percent-owned by SKC Co. Ltd., another SK group
Company. SK Corp. also has close operational ties with SK
Shipping, which has handled some 70 percent of SK Corp.'s crude
oil imports in the recent past.
Nevertheless, the operational risks from this relationship are
limited, according to Eun Jin Kim, a credit analyst at Standard
& Poor's.
"Other shipping companies could be substituted at little cost if
required, given the spare capacity in the oil shipping industry
and the commodity type of service involved," said Ms. Kim.
SK Corp.'s financial exposure to SK Shipping, while large, is
also manageable, according to Ms. Kim. In addition to a W160
billion-equity investment, this exposure includes W260 billion
in contingent liabilities from a ship financing guarantee and
W2.8 billion of receivables outstanding to SK Shipping.
"Should SK Corp. write off its entire financial exposure to SK
Shipping, the impact on SK Corp.'s capital structure would be
relatively modest, with debt to capital rising from 50 percent
to an estimated 52 percent based on year-end 2002 figures," said
Ms. Kim.
Of more consequence is SK Corp.'s exposure to SK Global. If SK
Corp. were to purchase the service stations currently owned by
SK Global while also writing off equity investments, contingent
liabilities, and receivables from both SK Global and SK
Shipping, the oil Company's debt to capital ratio could rise to
about 65 percent.
The most immediate credit concern for SK Corp. remains its
access to liquidity, specifically, to usance financing for the
continuation of its daily operations. Some creditors are
requesting SK Corp. to provide support to SK Global, and could
also extend that request to cover SK Shipping. Although SK Corp.
has stated that it will not engage in any investment or other
business activities with SK Global that would prove unfavorable
to its own operations, the Company's very high dependence on
these financial institutions for usance financing could limit
its ability to refuse such support.
As such, while Standard & Poor's does not believe the write-off
of SK Corp.'s financial exposure to SK Shipping and SK Global
would result in a material deterioration in the Company's credit
quality, a downgrade will be warranted if SK Corp.'s financing
is curtailed or if it is forced to increase its exposure to SK
group companies to enhance their liquidity.
SK GLOBAL: Estimates Overseas Debts at W2.4Tr
--------------------------------------------
The total debts of SK Global's overseas operations to foreign
creditors were estimated at W2.4 trillion and the firm's capital
has been completely wiped out, Digital Chosun reports. Analysts
said that SK Global is unlikely to be able to stand on its own.
The Company said that of the total W5.5 trillion net worth for
the firm's overseas operations, W3.4 trillion is estimated to
have been lost, leaving only W2.1 trillion in their combined
capital.
SK GLOBAL: Fate Depends on Due Diligence, Hana Bank
---------------------------------------------------
Hana Bank, the main creditor of SK Global Co., responded to a
Chosun Ilbo news report saying that the firm may be put under
court receivership because losses exceeded its capital. Hana
said the fate of the Company would be decided only once due
diligence was completed, Reuters reports. "We will ask SK and
its affiliates to give more detailed and specific restructuring
steps such as capital injection and selling assets in the course
of the due diligence," Hana said.
Creditors said the ailing firm had assured them it did not have
another big hole in its balance sheet after an unnamed executive
appeared to reveal an extra $2.8 billion in losses. SK Global
said the huge sum was reported losses. SK Global is already at
the heart of a $1.2 billion accounting fraud, unearthed last
month.
===============
M A L A Y S I A
===============
ABRIC BERHAD: Voluntary Winds-Up e-Locked Group
-----------------------------------------------
The Board of Directors of Abric Berhad wishes to announce that
the Company has decided to proceed with the voluntary winding up
of e-Locked Group in the United States of America under a
process known in the United States of America as "Assignment for
the Benefit of Creditors".
The e-Locked Group consists of e-Locked Inc., e-Comax, Inc.,
True Dial Technologies, Inc. and Contact Management Solutions,
Inc.. The e-Locked Group is wholly-owned by e-Locked Holdings
Limited (incorporated in British Virgin Islands), which is in
turn wholly-owned by e-Locked Inc. (incorporated in Cayman
Islands). Abric Worldwide Sdn Bhd a wholly-owned subsidiary of
Abric, has a 72.4% equity interest in e-Locked Inc. (Cayman
Islands).
e-Locked Group suffered considerable losses as at 31 December
2002 due to high operational costs and the slowing down of the
US economy. Abric had during the financial year ending 2002
migrated the ICT business of e-Locked Group back to Malaysia and
India as the operating costs are much lower.
Abric's cost of investment in e-Locked Group is US$4,474,000.00
which is equivalent to RM17,001,200.00 and the effect of the
winding-up proceedings will not be significant as the e-Locked
Group had already recorded considerable losses as of the
financial year ended 2002. The proceedings would not therefore
make any significant financial and operational impact on Abric
group for the financial year ending 2003.
EPE POWER: Seek Proposed Shareholders' Mandate Approval
-------------------------------------------------------
EPE Power Corporation Berhad refers to the announcement made on
26 March 2003.
At the Extraordinary General Meeting (EGM) of the Company held
on 20 June 2002, EPE had obtained its shareholders' mandate in
respect of recurrent related party transactions of a revenue or
trading nature (RRPT) on the terms as set out in the Circular to
Shareholders dated 5 June 2002 entered into by among others, the
following parties:
* EPE Powerlink Sdn Bhd (EPE Powerlink), a wholly-owned
subsidiary of EPE, with Projek Usahasama Transit Ringan
Automatik Sdn Bhd (PUTRA);
* EPE Distribution Sdn Bhd (EPE Distribution), a wholly-
owned subsidiary of EPE, with PUTRA; and
* EPE Powerlink with Tenaga Nasional Berhad (TNB).
(a) RRPT between EPE Powerlink and PUTRA and between EPE
Distribution and PUTRA
PUTRA had on 31 August 2002 entered into a Sale and Purchase
Agreement (SPA) with Syarikat Prasarana Negara Berhad (SPNB) for
the latter to purchase all of PUTRA's assets and all of PUTRA's
rights, benefits and entitlements in and under the Concession
Agreement between PUTRA and the Government dated 7 August 1995.
Pursuant to the said SPA, PUTRA and SPNB have further agreed
that they will enter into deeds of novation at a date to be
determined later with the various counterparties to the various
contracts entered into by PUTRA whereby SPNB shall assume all
rights, benefits and obligations of PUTRA in respect of the
same, including the supply of Electricity Agreement dated 14
November 2000 between PUTRA and EPE Distribution and the
Operation and Maintenance Agreement dated 1 January 1998 between
PUTRA and EPE Powerlink.
Ministry of Finance Incorporated is the ultimate major
shareholder of PUTRA, SPNB and EPE.
Since 1 September 2002, EPE Distribution and EPE Powerlink have
respectively commenced undertaking the relevant RRPT with SPNB.
Prior to that, the relevant RRPT were undertaken with PUTRA.
(b) RRPT between EPE Powerlink with TNB
Pursuant to a rationalization exercise of the EPE Group, the
provision of maintenance services for TNB's substation had since
1 July 2002 been undertaken by EPE Trading Sdn Bhd (EPE Trading)
instead of EPE Powerlink. EPE Powerlink will now concentrate on
the provision of operation and maintenance services to SPNB. The
rationalization of activities of EPE Trading and EPE Powerlink
is expected to increase efficiency within the Group and promote
greater focus in servicing their respective customers. Both EPE
Powerlink and EPE Trading are wholly-owned subsidiary of EPE.
On behalf of the Board of Directors of EPE, PM Securities Sdn
Bhd wishes to announce that the Company intends to seek the
approval of its shareholders for the proposed shareholders'
mandate for the abovementioned recurrent related party
transactions entered into by EPE Powerlink with SPNB, EPE
Distribution with SPNB and EPE Trading with TNB (Proposed
Additional Mandate). The Proposed Additional Mandate shall be
effective from the date of approval by the shareholders at the
EGM to be convened and shall expire at the following annual
general meeting of the Company in 2004. Under the Proposed
Additional Mandate, the Board of Directors of the Company is
also seeking the shareholders' approval for the RRPT entered
into with effect from 1 July 2002, in respect of the RRPT
between EPE Trading with TNB, and 1 September 2002, in respect
of RRPT between EPE Powerlink and SPNB and between EPE
Distribution and SPNB, respectively, up to the date of the EGM
to be convened to consider the Proposed Additional Mandate.
The Circular to Shareholders containing information on the
Proposed Additional Mandate together with the proposed renewal
of mandate as set out in the announcement dated on 26 March
2003, will be dispatched to the shareholders of the Company in
due course.
HO HUP: Enters SPA With KLS Realty for RM97M
--------------------------------------------
On behalf of Ho Hup Construction Company Berhad, Alliance
Merchant Bank Berhad (Alliance) is pleased to announce that Ho
Hup Jaya Sdn Bhd (Ho Hup Jaya) has on 17 April 2003 agreed to
the terms and entered into a conditional sale and purchase
agreement (SPA) with Khoo Soon Lee Realty Sdn Bhd (KSL Realty)
for the disposal of two parcels of development land approved for
residential use measuring 52.668 hectares and 39.504 hectares
held under master titles H.S.(D) 257249 No. PTD 71047 (PTD
71047) and H.S.(D) 258295 No. PTD 71065 (PTD 71065)
respectively, both located in Mukim of Pulai, District of Johor
Bahru, Johor Darul Takzim (Land) for a cash consideration of
RM97,000,000.
DETAILS OF THE PROPOSED DISPOSAL
Information on the Land
The Land is located within a township development area known as
Bandar Nusajaya, Johor Darul Takzim and situated close to Taman
Perling and Bukit Indah.
Ho Hup Jaya is currently developing the Land for a proposed
mixed development project known as Taman Nusa Bestari within
Bandar Nusajaya, Johor Darul Takzim (Project). The layout plan
for the mixed development project had been approved by the
Pejabat Pengarah Tanah dan Galian, Johor Darul Takzim on 2
September 1997 as follows:
(a) PTD 71047 has been approved for the development of 145
units double storey terraced houses Type A (22' x 65'), 478
units double storey terraced houses Type B (20' x 65'), 152
units three storey terraced shop-offices, 1 commercial complex
site and 2 petrol station sites; and
(b) PTD 71065 has been approved for the development of 753
units double storey terraced houses Type A (22' x 65'), 73 units
double storey terraced houses Type B (20' x 65'), 194 units
three storey terraced shop-offices and 3 commercial complex
sites.
The development of the Project commenced in May 2002 and a total
of 86 units (including 5 completed showhouse units erected
thereon) of the Project have been launched. Currently, 34% of
the said 86 units of the Project have been completed and the
entire development is expected to be completed by the year 2008.
The Company has estimated that the total development cost of the
Project is approximately RM364 million.
Further details on the Land are set out in Table 1 at
http://bankrupt.com/misc/TCRAP_Hhup0424.gif.
Principal Terms of the Proposed Disposal
The Land will be disposed by Ho Hup Jaya free from all
encumbrances and with possession but subject to the existing
categories of all land use and all restrictions-in-interest and
conditions of title, whether express or implied.
The sale consideration of RM97,000,000 (Sale Consideration) will
be fully settled in cash by KSL Realty in the following manner:
(a) a sum of RM4,850,000 upon signing of the SPA, which has
been paid by KSL Realty to Ho Hup Jaya as part payment of the
Sale Consideration (Deposit); and
(b) the balance of RM92,150,000 (Balance Consideration) will
be paid within three (3) months from the date the SPA becomes
unconditional, failing which KSL Realty will be given a further
three (3) months to pay any remaining purchase price unpaid with
an interest at 8% per annum calculated on a day to day basis
until full payment.
If any of the conditions precedents (Conditions Precedent) in
respect of the SPA are not fulfilled at the expiry of the period
of six (6) months from the date of the SPA (Conditional Period),
there shall be an extension of three (3) months from the expiry
of the Conditional Period (Extended Conditional Period). If
through no fault of any parties, a further extended period of
three (3) months from the Extended Conditional Period will be
granted automatically for the fulfillment of the Conditions
Precedent.
In the event the SPA is terminated prior to the delivery of the
vacant possession for any reasons that are not due to any fault
or omission of either party, Ho Hup Jaya agrees to refund the
Deposit within seven (7) days of a written demand from KSL
Realty, failing which an interest of 8% per annum calculated on
daily basis on the outstanding amount shall be paid by Ho Hup
Jaya until full payment is made. The private caveat lodged by
KSL Realty on the Land shall remain until the Deposit and
interest accrued due are paid to KSL Realty.
Ho Hup Jaya authorizes KSL Realty, at KSL Realty's own costs and
expenses, to execute all documents and take all such actions for
the purposes of continuing the construction of the 81 units of
the Project (excluding the above-mentioned 5 showhouse units)
(81 Units) and the infrastructure works related to the Land.
If for any reason the SPA is terminated, Ho Hup Jaya shall,
within seven (7) days of a written notice of demand from KSL
Realty, reimburse the costs, fees and/or other expenses paid by
KSL Realty to KSL Realty's contractor, for the cost of ongoing
and/or future construction and /or infrastructure works (which
are verified by Ho Hup Jaya). Otherwise, KSL Realty shall charge
Ho Hup Jaya an interest of 8% per annum calculated on daily
basis from the date of payment made by KSL Realty until Ho Hup
Jaya makes full payment.
The following, in respect of the 30 sold units of the Project
(Sold Units), shall belong to Ho Hup Jaya:
(a) progressive payments, which are billed and/or certified
but unbilled prior to the execution of the SPA;
(b) any payments received prior to the execution of the SPA;
and
(c) receivables, for the aforesaid progressive payment billed
and/or certified but unbilled, after the execution of the SPA
(Receivables).
The contractor's costs for the work done on the 81 Units of the
Project prior to the execution of the SPA shall be borne by Ho
Hup Jaya.
All payments in respect of the Sold Units received by Ho Hup
Jaya after the execution of the SPA excluding the Receivables
shall belong to KSL Realty after the completion of the SPA.
In the event of default by Ho Hup Jaya, KSL Realty shall be
entitled under the SPA or at law to seek specific performance of
Ho Hup Jaya's obligations under the SPA. Alternatively, KSL
Realty shall be entitled to terminate the SPA by notice in
writing and to accept a sum of RM4,850,000 as agreed liquidated
damages (LD) from Ho Hup Jaya. Ho Hup Jaya shall refund all
monies received as purchase price and further pay the LD within
fourteen (14) days from the date of the receipt of the said
termination notice, failing which interest of 8% per annum
calculated on daily basis shall be payable on the refundable sum
from the expiry of the fourteen (14) days until the date of the
actual payment thereof. However, the LD will not be payable if
the SPA cannot be completed for any reason not attributable to
Ho Hup Jaya's fault.
In the event of default by KSL Realty, Ho Hup Jaya shall be
entitled to terminate the SPA whereupon, inter-alia:
(a) the Deposit shall be forfeited to Ho Hup Jaya as LD; and
(b) Ho Hup Jaya shall refund free of interest, all monies
paid in excess of the Deposit that has been paid by KSL Realty
to Ho Hup Jaya towards the Sale Consideration within seven (7)
days from the date of the notice of termination by Ho Hup Jaya,
failing which Ho Hup Jaya shall pay interest of 8% per annum
calculated on daily basis from the expiry date of the said
termination notice by Ho Hup Jaya until the date of full
settlement.
KSL Realty will waive Ho Hup Jaya's share of certain common
infrastructure cost owing to KSL Realty. In addition, KSL Realty
shall bear and pay for any levy/fees imposed by the Construction
Industry Development Board Malaysia, the costs of the conversion
premium for the land held under PTD 71047 and the Improved
Services Fund contribution to Majlis Perbandaran Johor Bahru
Tengah on the Project.
Ho Hup Jaya shall renew the banker's guarantee for RM2,179,000
issued in relation to water connection works for the Project as
and when due until the completion of the SPA, failing which Ho
Hup Jaya shall indemnify KSL Realty and its successors up to the
said amount against any loss, damages, costs expenses and
proceedings instituted or brought against, suffered or incurred
by KSL Realty.
In the event Ho Hup Jaya does not pay for the said water
connection works and there is no call for the said guarantee,
KSL Realty shall be entitled to deduct the guaranteed sum from
the Balance Consideration.
Ho Hup shall guarantee the refund of the Deposit and any monies
due and payable to KSL Realty in the event the SPA is terminated
as provided in the SPA.
In addition, Ho Hup shall indemnify and keep KSL Realty
indemnified against all actions, proceedings, claims and
demands, damages, penalties, costs, charges and expenses which
may be brought or made against or incurred by the KSL Realty by
reason of or arising out of any breach or non-compliance of Ho
Hup Jaya's warranties and covenants pursuant to the SPA.
KSL Holdings Berhad (KSL Holdings) shall guarantee all
obligations of KSL Realty pursuant to the SPA.
In addition, KSL Holdings shall at all times keep Ho Hup Jaya
indemnified against all actions, proceedings, claims and
demands, damages, penalties, costs, charges and expenses which
may be brought or made against or incurred by the Ho Hup Jaya by
reason of or arising out of any breach or non-compliance by KSL
Realty of provisions of the SPA.
Basis of the Sale Consideration
The Sale Consideration for the Land was arrived at on a willing-
buyer willing-seller basis after taking into consideration the
valuation on the Land undertaken by Jones Lang Wootton (JLW), a
company of professional valuers, via its letter dated 16 April
2003. JLW, using the comparison method and the residual method
of valuation, ascribed a market value of RM86,000,000 for the
interest in perpetuity in the Land, on the basis of vacant
possession and subject to the titles of the Land being free from
all encumbrances, good, marketable and registrable.
Utilization of Proceeds
The proceeds derived from the Proposed Disposal are expected to
be utilized for the repayment of borrowings obtained to finance
Ho Hup Jaya's initial purchase of the Land and for working
capital of the Company and/or its subsidiaries (Ho Hup Group) as
well as estimated expenses for the Proposed Disposal.
Original Cost and Date of Investment and Net Book Value
Ho Hup Jaya had earlier paid approximately RM51 million pursuant
to a sale and purchase agreement dated 28 June 1996 for the
acquisition of several parcels of land (including the Land).
Subsequently on 2 April 2001, the said agreement was terminated
and Ho Hup Jaya had entered into a new sale and purchase
agreement to acquire the Land for a purchase consideration of
approximately RM81 million which was completed in May 2002. The
said RM51 million was utilized as part of the settlement of the
purchase consideration.
Based on the latest audited financial statements of Ho Hup Jaya
for the financial year ended 31 December 2001, the net book
value of the Land including the development expenditure and
capitalized interest amounted to approximately RM141 million.
Information on KSL REALTY
Information on KSL Realty
KSL Realty was incorporated in Malaysia on 10 January 1981 as a
private limited company under the Companies Act, 1965. KSL
Realty has an authorized share capital of RM5,000,000 ordinary
shares comprising of 5,000,000 ordinary shares of RM1.00 each,
of which RM4,500,000 comprising 4,500,000 ordinary shares of
RM1.00 each have been issued and paid-up. The principal activity
of KSL Realty is property development.
KSL Realty is a wholly-owned subsidiary of KSL Holdings.
RATIONALE
The Proposed Disposal will enable the Group to raise funds for
the repayment of its bank borrowings obtained to finance Ho Hup
Jaya's initial purchase of the Land and for working capital. In
addition, the Proposed Disposal will also allow the Group to
redeploy resources, which would otherwise be tied down to the
Project and thus improving cashflow of the Group.
FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
Share Capital and Major Shareholders' Shareholding
The Proposed Disposal will not have any effect on the share
capital of Ho Hup and the major shareholders' shareholdings in
Ho Hup.
Earnings
The Proposed Disposal is expected to result in a gain on
disposal of approximately RM0.2 million at the Group level for
the financial year ending 31 December 2003 after accounting for
an impairment loss of RM36 million in the financial year ended
31 December 2002. However, the Company expects its consolidated
earnings in the future to be enhanced as the proceeds from the
Proposed Disposal will be utilized mainly for repayment of
borrowings obtained to finance Ho Hup Jaya's initial purchase of
the Land and for working capital of the Group.
Net tangible assets (NTA)
The Proposed Disposal is not expected to have any material
impact on Ho Hup's proforma consolidated NTA per share based on
its audited consolidated financial statements for the financial
year ended 31 December 2001.
APPROVALS REQUIRED
The Proposed Disposal is conditional upon, inter-alia the
following approvals being obtained:
(a) Securities Commission's (SC) approval or exemption from
the SC's approval for the Proposed Disposal (where relevant);
(b) Foreign Investment Committee (FIC);
(c) shareholders of Ho Hup Jaya and KSL Realty;
(d) shareholders of Ho Hup and KSL Holdings at their
respective extraordinary general meeting (EGM) to be convened;
(e) the relevant state authority for the transfer of the
Land; and
(f) other relevant parties/authorities.
KRAMAT TIN: KLSE Grants RA Time Extension
-----------------------------------------
Further to the announcement dated 3 April 2003, the Board of
Directors of Kramat Tin Dredging Berhad (KTD) announces that the
Kuala Lumpur Stock Exchange has, via its letter dated 18 April
2003, granted KTD an extension of one (1) month from 3 April
2003 to 5 May 2003 to make its Requisite Announcement under PN10
to the Exchange for public release.
Early this month, the Troubled Company Reporter - Asia Pacific
reported that Kramat Tin is currently continuing its efforts in
identifying a suitable new core business, the implementation of
which will enable KTD to ensure a level of operations that is
adequate to warrant continued trading and/or listing on the
Official List.
OCEAN CAPITAL: Incurs RM3.854M Shareholders' Funds Deficit
----------------------------------------------------------
The Board of Directors of Ocean Capital Berhad announced that
Ocean is an affected listed issuer pursuant to paragraph 2.1(a)
of PN 4/2001 as Ocean has recorded a deficit in shareholders'
funds of RM3.854 million on a consolidated basis based on the
announced unaudited first quarter results for the financial
period ended 31 March 2003.
OBLIGATIONS OF AN AFFECTED LISTED ISSUER
Ocean as an affected listed issuer shall comply with the
obligations as follows:
(i) to announce the status of the implementation or
development of Ocean's plan to regularize its financial
condition on a monthly basis following the date of the First
Announcement until further notice from KLSE;
(ii) to announce its compliance or failure to comply with a
particular obligation imposed pursuant to PN 4/2001, as and when
such obligation becomes due;
(iii) to submit monthly reports to the KLSE in the manner set
out in Paragraph 4.2 of PN 4/2001, accompanied by statutory
declarations as provided in Paragraph 4.5 of the PN 4/2001
within ten (10) market days from the end of the month reported
upon;
(iv) to announce a detailed plan to regularize its financial
condition within six (6) months from the date of the First
Announcement (Requisite Announcement).
(v) to submit its plan to regularize its financial condition
to the relevant authorities for approval, including the
Securities Commission (where applicable), within two (2) months
from the date of the Requisite Announcement; and
(vi) to obtain all approvals necessary for the implementation
of its plan to regularize its financial condition within four
(4) months from the date of submission of such plan for
approval.
The Company is not required to appoint an independent accounting
firm as a monitoring accountant as it does not fall under the
criteria set out in Paragraph 6.1 of PN 4/2001.
CONSEQUENCES OF NON-COMPLIANCE OF PN 4/2001
Failure to comply with the obligations set out in the PN 4/2001
will result in Ocean being regarded as a listed issuer whose
financial condition does not warrant continued trading and/or
listing of its shares on the KLSE.
THE COMPANY'S PLAN TO REGULARISE ITS FINANCIAL CONDITION
The Company has finalized its plan for a restructuring scheme
with the view of restoring its financial position ("Proposed
Corporate Exercise"). The details of the Proposed Corporate
Exercise will be announced concurrently with this announcement.
OCEAN CAPITAL: Proposes Corporate Restructuring Exercise
--------------------------------------------------------
On behalf of the Board of Directors of Ocean Capital Berhad
(Board), Hwang-DBS Securities Berhad (Hwang-DBS) is pleased to
announce that OCEAN had on 22 April 2003 entered into a
restructuring agreement (Restructuring Agreement or RA) with
Premium Acme Sdn Bhd (PASB) (a special purpose vehicle
incorporated to give effect to the Proposed CRE) and Tat Seng
Fatt Holding Sdn Bhd (SF) (collectively, "Parties to the RA") to
effect a corporate restructuring scheme with the view of
restoring the financial health of OCEAN Group.
In order to give effect to the RA, on 22 April 2003, PASB had
also entered into a conditional Share Sale Agreement (SSA) with
TSF to acquire 20.00 million ordinary shares of RM1.00 each
representing the entire equity interest in PHK.
In furtherance to the above, twelve (12) Assets Lease Agreements
and twelve (12) Sale of Stocks Agreements have been entered into
on 21 April 2003 between PHK and the twelve (12) wholly-owned
subsidiaries of OCEAN that are involved principally in the
business of supermarkets cum departmental stores (Retailing
Subsidiaries).
Pursuant to the RA, the Proposed CRE will entail the following
exercises:
(a) Proposed Capital Reconstruction;
(b) Proposed Warrants Exchange;
(c) Proposed Acquisition of PHK;
(d) Proposed Divestment of Non-Core Assets;
(e) Proposed Rights Issue with Warrants;
(f) Proposed Offer for Sale; and
(g) Proposed Listing Transfer.
Under the Proposed CRE, no creditors' scheme of arrangement will
be entered into with OCEAN's creditors, irrespective of whether
they are secured or unsecured.
Details of the abovementioned Proposed CRE are set out at
http://bankrupt.com/misc/TCRAP_Ocean0424.doc.
PENAS CORPORATION: EGM Fixed on May 17
--------------------------------------
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of Penas Corporation Berhad,
announced the notice for the Extraordinary General Meeting of
Pencorp for the Proposed Restructuring Scheme of the Company to
be held at Meeting Room, Lot PT2539-2548, Langkap Light
Industrial Estate, Jalan Chui Chak, 36700 Langkap, Perak on
Saturday, 17 May 2003 at 9:30 a.m. (or as soon thereafter the
meeting of the holders of ordinary shares of RM1.00 each
(Share(s)) in the capital of Pencorp convened by an order of the
High Court of Malaya (Court) for the purpose of considering and,
if thought fit, approving (with or without modifications) the
Proposed Restructuring Scheme of the Company proposed under
Section 176 of the Companies Act, 1965 (the Act) held on the
same day and at the same place at 9:00 in the morning shall have
been concluded or adjourned).
A copy of the notice of meeting can be found at
http://bankrupt.com/misc/TCRAP_Penas0424.doc.
RENONG BERHAD: Proposed Disposal Completed
------------------------------------------
Renong Berhad refers to the announcement dated 15 January 2003
in relation to the Proposed Disposal by Renong Berhad of its
entire equity interest of 29,222,203 ordinary shares of RM1.00
each in Crest Petroleum Bhd (Crest), representing approximately
38.56% equity interest therein to Sapura Telecommunications
Berhad (Sapura) for a total cash consideration of
RM105,199,930.80.
K&N Kenanga Bhd, on behalf of Renong, is pleased to announce
that the Proposed Disposal has been completed on 21 April 2003.
Pursuant thereto, Crest has ceased to be an associate company of
Renong.
SELOGA HOLDINGS: Executes RM24M ICULS Trust Deed With Bumiputra
---------------------------------------------------------------
Seloga Holdings Berhad refers to the announcement made by
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad) on 7 January 2003 in relation to the
Proposals, which comprises a Two-Call Rights Issue; Restricted
Issue; Settlement of Joint Venture; Debt Settlement Scheme;
Segi-Seloga Jaya Jv; and ESOS.
On behalf of Seloga, AmMerchant Bank announced that the Company
and Bumiputra-Commerce Trustee Berhad had on 18 April 2003
executed the trust deed governing the RM24 million nominal
amount of irredeemable convertible unsecured loan stocks to be
issued by the Company pursuant to the Segi-Seloga Jaya JV.
SIN KEAN: Strikes Off Wholly Owned Sub-Subsidiary
-------------------------------------------------
Sin Kean Boon Group Berhad (SKBG) wishes to announce that it had
on 21 April 2003 received a notification dated 10 April 2003
from Companies Commission of Malaysia (CCM) informing that CCM
shall within one month from 10 April 2003 publish in the Gazette
for the purpose of striking off Feng Te Group Sdn Bhd (FTGSB), a
wholly owned sub-subsidiary of SKBG, from the Register unless
CCM receives notification that FTGSB is carrying on business or
in operation.
The proposed striking-off of FTGSB will not have any significant
effect on the earnings or net tangible assets per share of Sin
Kean Boon Group Berhad for the financial year ending 31 December
2003.
TAT SANG: Ceases Major Operations, Business
-------------------------------------------
Pursuant to the provision of 2.1 of the Practice Note 10/2001,
Tat Sang Holdings Berhad is an affected listed issuer where it
falls within any of the following circumstances, the occurrence
of any one of which, may lead the Exchange to determine a listed
issuer is having inadequate level of operations pursuant to
Paragraph 8.16 of the Listing Requirements:
2.1 (a) Where the assets of the listed issuer on a
consolidated basis consist of 70% or more of cash and/or short
term investments.
2.1 (b) The listed issuer has suspended or ceased:
i) all its business or its major business; or
ii) its entire or major operations
for any reasons whatsoever including among others, due to or as
a result of:
aa) the cancellation, loss or non-renewal of a license,
concession or such other rights necessary to conduct its
business activities,
bb) the disposal of the listed issuer's business or major
business ; or
cc) a court order or judgment against the listed issuer
prohibiting the listed issuer from conducting its major
operations on grounds of infringement of copyright of products
etc.
2.1 (c) the listed issuer has an insignificant business or
operations. For the purpose of this paragraph "insignificant
business or operations" means business or operations which
generates revenue on a consolidated basis which represent 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 Board of Directors of TSHB wishes to announce that the
circumstances under 2.1 (a) above are not applicable to the
Company. However, the Company is an affected listed issuer
pursuant to Practice Note 10 as the Company had fulfilled the
following criteria's set out the same practice note, that is : -
The Company has ceased:
2.1 (b) (i) its major business and;
2.1 (b) (ii) its major operations
2.1 (b) (bb) the proposed disposal of the listed issuer's
major business by Receiver and Managers
Further, based on the latest audited result of TSHB for the
financial year ended 31 July 2002, TSHB has an insignificant
business or operations whereby the remaining subsidiary, Purnama
Prima Sdn. Bhd. (PPSB), generates revenue on a consolidated
basis which represent 4.87% of the issued and paid up capital of
TSHB.
In addition, the Company is also an affected listed issuer
pursuant to Practice Note 4/2001 (PN4) as announced on 17
September 2002 and that the requirements and obligations set out
in PN4 prevail. The Company is therefore required to strictly
comply with the provisions of PN4, particularly the timeframe
prescribed therein for the regulations of its financial
condition.
On 11 April 2003, the Exchange had served a notice to show cause
on de-listing the Company for its failure to make Requisite
Announcement pursuant to the requirements of PN4 and this notice
is issued without prejudice to the Exchange's right to proceed
with the de-listing procedures which have been commenced against
the Company pursuant to the requirements of PN4 and paragraph
8.14 of the Listing Requirements.
TECHNO ASIA: Explains 2002 Unaudited, Audited Accounts Variance
---------------------------------------------------------------
Pursuant to Paragraph 9.19(34) of the Kuala Lumpur Listing
Requirements, the Special Administrators of Techno Asia Holdings
Berhad (Special Administrators Appointed) hereby provide a
reconciliation for the deviation between the audited profit
after tax and minority interest for the financial year ended 31
December 2002 of RM 71.5 million and the unaudited profit after
tax and minority interest of RM 10.2 million for the fourth
quarter ended 31 December 2002 as announced on 28 February 2003,
as tabled at http://bankrupt.com/misc/TCRAP_TECASIA0424.pdf.
The abovementioned audited results represent a deviation of
approximately RM61.4 million from the unaudited accounts
detailed in the fourth quarterly report announced on 28
February, 2003, primarily due to the following:
a) Provision for retrenchment benefits of RM4.01 million;
b) Additional provision for doubtful debts of RM2.06 million;
c) Additional provision for liquidated damages of RM1.24
million;
d) Under provision for taxation of RM2.29 million;
e) Reversal of inter-company transactions amounting to RM5.22
million;
f) Reversal of impairment loss for property, plant and
machinery of RM1.88 million;
g) Revaluation surplus on revaluation of properties under
development of RM55.34 million;
h) Reduction of minority interest in certain subsidiaries and
a sub-subsidiary of RM13.83 million resulting from the
completion of implementation of the sub-subsidiary's
workout proposal;
i) Increase in revenue of a subsidiary amounting to RM4.15
million, as confirmed by a utility authority in the
Dominican Republic.
j) Additional unrealized gain on foreign exchange of RM0.9
million.
The provision for retrenchment benefits, as well as the
additional provision for doubtful debts and liquidated damages,
has been effected in the audited accounts after discussions with
the external auditor. The reversal of impairment losses,
together with the revaluation surplus arose from the valuation
exercise conducted for the purposes of the workout proposals of
the Company and its subsidiary companies placed under special
administration.
Explanation to the Qualifications in the External Auditors'
Report for the Year Ended 31 December, 2002
Pursuant to Paragraph 9.19(35) of the Kuala Lumpur Stock
Exchange Listing Requirements, the Special Administrations
hereby provide an explanation to the qualifications contained in
the Report of the Auditors forming part of the financial
statements of the Company and its subsidiary companies for the
year ended 31 December, 2002:
Qualification No. 1
As mentioned in the auditors' report, the Securities Commission
and Foreign Investment Committee have substantially approved the
Company's proposed restructuring scheme in December 2002.
The proposed restructuring scheme, among others, entail the
following:
* The proposed debt settlement to the secured creditors by
the set-off/transfer of the core operating assets to secured
creditors at the proposed transfer value of the charged assets
with the balance of the debt outstanding if any, remaining as
debts owing by the Company;
* A capital reduction and consolidation of the issued and
paid-up capital from RM209,597,589 to RM5,189,940;
* Proposed acquisition of the Company by Yu Neh Huat Berhad
(YNHB) for a consideration of RM5,189,940 satisfied by the
issuance of 5,189,940 new YNHB 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 YNHB
shares for every one (1) consolidated shares in the Company;
* Proposed transfer of the listing status of the Company to
YNHB for a consideration of RM15 million; and
* After the transfer of the listing status, YNHB will dispose
the Company and its subsidiaries to a special purpose vehicle
for a consideration of RM1.00.
As at the date of the Auditors' Report, even though the
Company's proposed restructuring scheme has been substantially
approved by the relevant authorities, the workout proposals have
not been implemented, save for that of a sub-subsidiary of the
Company. As such, the risk and rewards of the assets to be
transferred to the various financial institutions under the
workout proposals have remained with the Company and its
subsidiary companies during the year ended 31 December, 2002.
Henceforth, after discussions with the external auditor, the
financial statements have been prepared on a going concern
basis. Adjustments to the financial statements relating to the
recoverability and classification of recorded asset amounts and
classification of liabilities may be required once all approvals
have been obtained from the relevant authorities and the workout
proposals have been fully implemented.
Qualification No.2
The investment in unquoted shares relates to the investment in
an associated company, namely Westmont Power (Bangladesh)
Limited. The Company had not received any financial statements
for the year ended 31 December 2002, audited or otherwise, from
the associate company in time for the said financial statements
to be adopted. As such, a determination of the carrying amount
of the said investment could not be ascertained.
Qualification No.3
As at the date of the report, the Company has not received any
notification in writing or otherwise, of the completion of the
performance of the obligations of a former Director under the
settlement agreement with Danaharta. Henceforth, at 31 December,
2002, no provision has been recorded in the Company's accounts
because this liability had yet to crystallize.
Qualification No.4
The qualifications relate to a wholly owned subsidiary, namely
Westmont Power (Kenya) Limited (WPKL):
i. The Local Committee of the Kenya Revenue Authority (KRA)
has ruled in favor of WPKL, which allowed WPKL to claim for
investment deduction allowances on the power barge and fuel
barge. The Directors of WPKL are of the opinion that the demands
issued by the Kenya Revenue Authority relating to unpaid income
taxes for the years 1999, 2000 and 2001 are unlikely to
crystallize.
The penalties and interest for failure to pay installment taxes
for the year of 2002 have not been accrued for in the financial
statements of WPKL because the income tax assessments for the
years 1999, 2000 and 2001 have not been finalized. The directors
of WPKL intend to resolve these tax issues with KRA by
finalizing the income tax assessments for the years 1999, 2000
and 2001 soonest possible and to seek a waiver on the penalties
and interest pertaining to the installment taxes for the year
2002.
ii. As the outcome of the claims cannot be presently
determined, the Directors of WPKL are unable to conclude the
actual liability accruing from the said claims and as such, no
accrual has been made in the financial statements.
iii. In view of the fact that the Power Purchase Agreement
(PPA) between WPKL and the Kenya Power and Lighting Company
Limited (KPLC) is expiring in September 2004, the Directors of
WPKL are presently exploring various options, including the
possibility of recommencing negotiations with KPLC for the
renewal of the PPA.
Qualification No.5
The audited accounts of three subsidiaries, namely Agora Hotel
(Penang) Sdn. Bhd., Ganda Plantations Sdn. Bhd. and Ganda Oil
Industries Sdn. Bhd. had not been finalized by its auditors and
provided to the Company in time for the said accounts to be
adopted.
Qualification No.6
On 2 February 2001, Pengurusan Danaharta Nasional Berhad
(Danaharta) appointed Mr. Lim Tian Huat and Mr. Chew Cheng Leong
of Messrs. Ernst & Young (formerly Messrs. Arthur Andersen &
Co.) as 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 Mr. Lim Tian Huat
and Mr. Chew Cheng Leong as 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.
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 appointments.
The financial information reported in the financial statements
of the Company and the affected subsidiaries for the year under
review are subject to the carry over effects of past events and
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 the affected subsidiaries who held office during
that material time.
TECHNO ASIA: Posts March Production Figures
-------------------------------------------
Techno Asia Holdings Berhad is pleased to announced the March
2003 production figures of the Group, as follows:
MT
Crude Palm Oil 4032
FFB 6248
Palm Kernel 1334
Last week, the Troubled Company Reporter - Asia Pacific reported
that Techno Asia, announced that in compliance with the
obligation imposed under the said practice note, the monthly
report for the month of March 2003 accompanied by the statutory
declaration duly executed by the Special Administrators had been
submitted to the KLSE on 14 April, 2003.
TRANSWATER CORPORATION: SC OKs Proposed Acquisition Application
---------------------------------------------------------------
Based on the share sale agreement dated 30 August 2002 entered
into between Transwater Corporation Berhad and Berjaya Group
Berhad (BGB) for the proposed acquisition of Berjaya Systems
Intergrators Sdn Bhd (BSI), TCB shall allot and issue 51,000,000
new TCB ordinary shares of RM1.00 each (Shares) to BGB and/or
its nominee(s) on the settlement date in full satisfaction of
the amount owing to BGB by BSI. On 9 and 14 April 2003,
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad) (AmMerchant Bank) had, on behalf of TCB,
applied to the Securities Commission (SC) to seek the consent of
the SC to allow BGB to nominate its wholly-owned subsidiary,
Bizurai Bijak (M) Sdn Bhd (Bizurai), to receive the 51,000,000
new TCB Shares to be allotted and issued by TCB (Application).
In this regard, the SC has approved the Application via its
letter dated 21 April 2003.
Pursuant to Section 32 of the Malaysian Code on Take-overs and
Mergers 1998 (Code), AmMerchant Bank, on behalf of TCB, reports
that as far as it is aware from disclosures made by TCB, the
parties acting in concert with TCB and other persons connected
to TCB as defined under Section 32(7) of the Code (Relevant
Parties), there are no dealings in the ordinary shares of
Hyundai-Berjaya Sdn Bhd and TCB by TCB and the Relevant Parties,
save for Bizurai which had on 22 April 2003 acquired the
aforesaid 51,000,000 new TCB Shares via an allotment of shares
by TCB at the issue price of RM1.00 per TCB Share.
The disclosures are as follows:
Date of Dealing: 22 April 2003
Name: Bizurai Bijak (M) Sdn Bhd
Acquisition/Disposal: Acquisition
No. of TCB Shares: 51,000,000
Price Per Share: RM1.00
Total Cumulative Shareholdings: 51,000,000
With the aforesaid acquisition, the shareholdings of TCB and
persons acting in concert with TCB have increased from 1,654,550
Shares to 52,654,550 Shares in TCB, representing an increase
from approximately 12.7 percent to 82.3 percent of the issued
and paid-up share capital of TCB.
Any disclosures made by AmMerchant Bank pursuant to Section 32
of the Code, on behalf of TCB and the Relevant Parties, are
based on the disclosures as furnished to us by TCB and the
Relevant Parties. AmMerchant Bank shall not be responsible for
any omission or error in such disclosures to the relevant
authorities.
ZAITUN BERHAD: Winding-Up Petition Hearing Scheduled in July
------------------------------------------------------------
Zaitun Berhad informed that HSBC Bank Malaysia Bhd (HSBC) has
served a winding-up petition against the Company in the High
Court of Kuala Lumpur.
1. The said petition is in respect of the Judgment sum of
RM3,417,827.90 together with interest at 8.65 percent per annum
due and owing by Zaitun Marketing Sdn Bhd to HSBC for loans
given by HSBC.ZB had given a corporate guarantee to HSBC in
respect of the loans.
2. Events leading to the filing of the said winding-up petition.
* HSBC obtained the Judgment sum of RM3,417,827.90 together
with interest at 8.65 % per annum on 3 December 2001. ZB filed a
stay of execution at the High Court but the stay application has
not been heard. HSBC had given an oral undertaking to the Court
not to execute proceedings against ZB until the stay application
has been heard.
* On 9 January 2003,HSBC served a notice under S218 of the
Companies Act to ZB demanding payment of RM3,417,827.90.
* The said petition was presented to the High Court on 19
March 2003.
* On 9 April 2003,HSBC served the winding-up petition on ZB.
* The hearing of the winding-up petition is fixed at 9:00 am
on 1 July 2003.
3. Based on the audited accounts of Zaitun Berhad @ 31 December
2001,the total cost of investment in ZMSB had been written down
to RM1.00.
4. The Group's financial and operations will not be severely
affected by the said winding-up petition.
5. The estimate losses, if any arising from the said winding up
proceedings would be limited to legal fees expense and would not
be material on the assumption that the said winding-up petition
would not succeed.
6. ZB will be filing an affidavit to oppose the said winding-up
petition and to move the Court to strike out the said petition.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: SC Says Ruling Final
-------------------------------------
Manila Electric Co. (Meralco) has no other option but to
immediately repay the excess estimated charges of 28 billion
pesos it imposed on its consumers, despite filing a motion last
week asking the Supreme Court to rule on its third decision
compelling the utility firm to return the excess collections,
the Inquirer News Service reports.
Philippines President Gloria Macapagal-Arroyo said Meralco must
comply with the court order but hinted her administration may be
open to a settlement. Ms Macapagal said Meralco, which has
warned of possible bankruptcy, "must find a way to meet its
obligations to the public in line with the judicious use of its
own means and resources."
PHILIPPINE LONG: Clarifies BSP's $87-M Loan Approval Report
-----------------------------------------------------------
Philippine Long Distance and Telephone Co. refers to the
Philippine Stock Exchange (PSE) fax letter dated April 21, 2003
requesting for clarification of the news article entitled "Banko
Sentral Ng Pilipinas (BSP) Approves $87M PLDT Borrowing"
published in the April 21 issue of the Philippine Daily
Inquirer.
PLDT continues to pursue financing alternatives to fund part of
its capital expenditures. Presently, Bank of Tokyo-Mitsubishi
Ltd. and Citibank, N.A. are arranging for PLDT at JPY4.6 billion
(approximately US$38 million) syndicated term loan facility
supported by Nippon Export and Investment Insurance, with an
option to increase to JPY7.0 billion (approximately US$58
million). PLDT is likewise in discussions for a US$12 million
loan from DEG of Germany.
For a copy of the press release, go to
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1173_TEL.pdf
DebtTraders reports that Philippine Long Distance Telephone's
11.375 percent bond due in 2012 (TELP12PHS1) trades between
100.5 and 102.5. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1
PHILIPPINE LONG: S&P Affirms 'BB' Rating
----------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' ratings on
Philippine Long Distance Telephone Co. (PLDT). The outlook is
stable. At the same time, it also affirmed its 'B' rating on
PLDT's existing series III preferred stock.
"PLDT's rating is underpinned by its strong market position,
established subscriber base, improved liquidity position, and
reduced near-term refinancing risks. Further improvement in its
operating performance should enable the Company to continue to
generate stable cash flow and maintain adequate cushion for debt
service in the near-to-medium term", said Yasmin Wirjawan,
credit analyst at Standard & Poor's Corporate & Infrastructure
Ratings Group. The Company's stable outlook factors in
expectations that the Company will continue to focus on its
deleveraging program. It also assumes that international traffic
settlement issues between U.S. telecom companies and Philippine
operators will not disrupt PLDT's operations and cash flow.
PLDT is the largest and most diversified telecommunications
provider in the Philippines. PLDT group controls about 68
percent of the fixed-line market and a 57 percent of the
wireless market. Wireless penetration is projected to reach
about 25 percent by 2005 from its current level of 19 percent to
about 20 million subscribers, or 10 percent-15 percent growth
per year. Future growth is expected to come from new products
and services, and prepaid subscribers.
Operations provided consolidated revenue of Philippine peso
(PHP) 80 billion (US$1.5 billion), 14 percent up year-on-year,
supported by strong subscriber growth in the wireless business.
Net profit grew by 10 percent in the same period to PHP3.1
billion.
Nevertheless, PLDT has high leverage, with net debt to net
capital of 66 percent and net debt to EBITDA of 3.9x, and low
cash flow protection measures, with funds from operations to net
debt of 19 percent in 2002. These figures have improved from the
year before, but are still low compared with peers.
PLDT's liquidity profile is adequately supported by cash balance
position of PHP11 billion as at Dec. 31, 2002, positive
projected free operating cash flows in 2003, and undrawn
committed facilities of US$137 million, compared with PHP20
billion debt maturities due in 2003. Following the US$644
million facilities that have been raised in 2002, PLDT does not
face significant near-term refinancing risk as its debt maturity
profile has improved and is well spread for the next four years.
The entry of Digital Telecommunications Philippines Inc.
(Digitel) into the cellular segment this year should heighten
competition in the market. Although the new player is unlikely
to pose a significant competitive threat to PLDT in the near-to-
medium term, pricing competition may emerge as Digitel could
pursue aggressive pricing and promotions in order to build
market share.
About 97 percent of PLDT's PHP168 billion debt and a significant
part of its capital expenditures are exposed to foreign currency
risk. About 36 percent of its consolidated debt is hedged
through foreign currency swap agreements and 45 percent of
revenues are linked to the U.S. dollar.
=================
S I N G A P O R E
=================
ASIA PULP: Restructuring Shows Progress
---------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) and Export
Credit Agencies (ECA) have achieved progress in bid to settle
two problems, which have been hampering the restructuring
process of Asia Pulp and Paper (APP) concerning share in trust
and APP Trading, IBRA said in a statement.
The progress has been achieved after IBRA and 11 representatives
of ECA as well as the senior management of APP conducted
intensive meetings for 2 days (31 March 2003 and 1 April 2003).
The Chairman of IBRA, Syafruddin A. Temenggung, headed the
meeting.
"Alternatives concerning share in trust and APP Trading have
been developed in details together with APP and ECA. In
formulating the proposal, we are assisted by our legal advisor,
Lubis Ganie Surowidjojo. These alternatives will have to go
under a legal review by ECA. We are optimistic that what we have
proposed will be approved in the coming days," said IBRA Deputy
Chairman for AMC, Mohammad Syahrial.
IBRA expects such a progress renders a positive contribution to
the efforts of APP restructuring settlement.
HUA KOK: Posts Notice of Shareholder's Interests
------------------------------------------------
Hua Kok International Ltd posted a notice of changes in
substantial shareholder Tan Holdings Pte Ltd.'s interests:
Date of notice to company: 22 Apr 2003
Date of change of shareholding: 21 Apr 2003
Name of registered holder: Tan Holdings Pte Ltd
Circumstance(s) giving rise to the interest: Open market
purchase
Information relating to shares held in the name of the
registered holder:
No. of shares which are the subject of the transaction: 98,000
% of issued share capital: 0.033
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: $0.04
No. of shares held before the transaction: 67,324,620
% of issued share capital: 22.925
No. of shares held after the transaction: 67,422,620
% of issued share capital: 22.958
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before the transaction: 0 168,564,620
% of issued share capital: 0 57.398
No. of shares held after the transaction: 0 168,662,620
% of issued share capital: 0 57.432
Total shares: 0 168,662,620
67,422,620 shares are hold in the name of Tan Holdings Pte Ltd
101,240,000 shares are hold in the name of Nominees
LKN-PRIMEFIELD: Auditor Issues Report
-------------------------------------
Pursuant to Appendix 7.1 Corporate Disclosure Policy of the
Listing Manual of the Singapore Exchange Securities Trading
Limited, the Directors of LKN-Primefield Limited announced the
following qualified Auditors' Report details to the Members of
the Company:
1. "We have audited the financial statements of LKN-Primefield
Limited and the consolidated financial statements of the Group
for the financial year ended 31 December 2002 set out on pages
17 to 61. These financial statements are the responsibility of
the Company's directors. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with Singapore Standards
on Auditing. Those Standards require that we plan and perform
our audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by the directors, as well as evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
3. The Group and the Company has incurred net losses of
$49,746,000 and $50,199,000 respectively for the financial year
ended 31 December 2002 and had deficits in shareholders' equity
of $56,188,000 and $57,118,000 respectively as at 31 December
2002. Furthermore, the Company was not able to meet the
scheduled bond redemption of $35 million, which was due on 16
March 2003 and is re-negotiating the terms of redemption of the
bonds with the Company's bondholders. As disclosed in Note 2(b)
to the financial statements, the financial statements of the
Group and the Company have been prepared on the going concern
basis, the validity of which depends on the successful outcome
of the negotiation with the Company's bondholders and the
ability to raise additional funding to meet the Group's and the
Company's working capital requirements and other financial
obligations. We have not been able to ascertain the likely
outcome of the Company's negotiation with its bondholders and
the Group's and Company's ability to obtain the necessary
funding to meet their working capital requirements and other
financial obligations. Accordingly, we have been unable to form
a view on whether the going concern basis on which these
financial statements have been prepared is appropriate. If the
Company is not able to re-negotiate the terms of redemption of
the bonds and obtain the necessary funding for the Group and the
Company and are consequently unable to continue their
operations, adjustments would have to be made to reflect the
situation that the assets may need to be realized other than in
the normal course of business and at amounts which may differ
significantly from the amounts at which they are presently shown
in the balance sheet. In addition, the Group and the Company may
have to provide for further liabilities that may arise and to
reclassify non-current assets and liabilities as current assets
and liabilities.
4. We also draw attention to Note 10 to the financial
statements. The carrying value of property, plant and equipment
of a subsidiary of $2,026,000 comprising software and hardware
multimedia at 31 December 2002 is dependent on the realization
of the future revenue stream projected by the directors of the
subsidiary.
5. Because of the uncertainties noted in paragraph 3, we are
unable to ascertain whether the going concern basis on which the
financial statements have been prepared is appropriate.
Accordingly, we are not in a position to, and do not, express an
opinion as to whether the accompanying financial statements of
the Company and consolidated financial statements of the Group
are properly drawn up in accordance with the provisions of the
Singapore Companies Act and the Singapore Statements of
Accounting Standard and so as to give a true and fair view of:
(a) The state of affairs of the Company and of the Group at 31
December 2002, the results and changes in equity of the Company
and of the Group, and the cash flows of the Group for the
financial year ended on that date; and
(b) The other matters required by section 201 of the Act to be
dealt with in the financial statements of the Company and the
consolidated financial statements of the Group.
6. In our opinion, the accounting and other records, and the
registers required by the Act to be kept by the Company and by
those subsidiaries incorporated in Singapore of which we are the
auditors have been properly kept in accordance with the
provisions of the Act.
7. We have considered the financial statements and auditors'
reports of the subsidiaries of which we have not acted as
auditors, being financial statements included in the
consolidated financial statements. The names of these
subsidiaries are stated in Note 33 to the financial statements.
8. We are satisfied that the financial statements of the
subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate
and proper for the purposes of the preparation of the
consolidated financial statements and we have received
satisfactory information and explanations as required by us for
those purposes.
9. The auditors' reports on the financial statements of the
subsidiaries were not subject to any qualification that is
material to the consolidated financial statements. However,
certain subsidiaries (as set out in Note 33 to the financial
statements) which depend on continuing financial support from
the Company had qualified auditors' reports pertaining to the
uncertainty over the availability of continued financial support
from the Company as well as the Group's bankers and that the
financial statements of those subsidiaries did not include any
adjustments that might result from the outcome of this
uncertainty.
10. The auditors' reports on the financial statements of the
subsidiaries incorporated in Singapore did not include any
comment made under Section 207(3) of the Act."
PricewaterhouseCoopers
Certified Public Accountants
Singapore
22 April 2003
TRANSMARCO LIMITED: Sri Lanka Unit Restructures Debt
----------------------------------------------------
The Directors of Transmarco Limited announced that Lanka Bell
has agreed with its creditors to restructure all its significant
debt.
Lanka Bell, an operator of a wireless local loop fixed line
telephone service in Sri Lanka, in which Transmarco has an
interest of 60.04 percent held through its wholly-owned
subsidiary, Transasia Telecom Limited, has been operating under
severe long-term restrictions which significantly impair its
ability to transfer funds to its shareholders Impairment
Conditions. In view of the Impairment Conditions, the investment
in Lanka Bell was written off and its financial accounts
deconsolidated from the group accounts of Transmarco commencing
from 1 October 1999.
The principal terms of the debt restructuring agreement are as
follows:
1. The creditors agree to waive all accrued interest totaling
US$25.6 million.
2. Nortel Networks Group Nortel (the equipment suppliers) and
GTE Telecom International Systems Corporation GTE, (supplier of
staff to establish, operate and management the telecom network)
will each be paid cash of US$1.5m. About 90 percent of the
balance of principal (after the cash payment) will be forgiven
and the remainder (10 percent) converted into new ordinary
shares of Lanka Bell, at a conversion price of US$1.108 per
share. Each of them is allocated 1,137,420 new Lanka Bell
shares. However, GTE has opted to accept an additional cash
payment of US$50,000 in lieu of these shares.
3. The other creditors, namely Miel Investment Corp (which is
the holding Company of Transmarco, owning 67.7 percent of
Transmarco), Transasia Telecom Limited and AIDEC (minority
shareholder of Lanka Bell), are to forgive 70 percent of the
principal outstanding and the balance 30 percent to be converted
into new ordinary shares of Lanka Bell at a conversion price of
US$1.108 per share.
As a result of the restructuring, Transasia's shareholding in
Lanka Bell will be reduced from the current 60.04 percent to
47.87 percent.
As the investment in Lanka Bell has been written off and its
financial accounts deconsolidated from the group accounts of
Transmarco, there shall be no financial impact on Transmarco
arising from the restructuring. In view of the Impairment
Conditions, Transmarco is currently reviewing options to divest
its interests in Lanka Bell. It is anticipated, however, that
such a divestment could be difficult to accomplish and the
number of potential buyers is likely to be very limited given
the ongoing difficulties faced by Lanka Bell.
===============
T H A I L A N D
===============
MEDIA OF MEDIAS: Court OKs Amended Business Rehabilitation Plan
---------------------------------------------------------------
Reference is made to the announcement dated April 10, 2003
regarding the Creditors' approval on the Amendment of the
Business Rehabilitation Plan on April 9, 2003.
K.Y.S. Holding Co., Ltd., the Plan Administrator of Media of
Medias Public Comp any Limited, informed that on April 21, 2003
the Bankruptcy Court granted the order for approval of the
Amended Plan.
The Summary of Amended Business Rehabilitation Plan can be found
at http://bankrupt.com/misc/TCRAP_Medias0424.pdf.
NATURAL PARK: Posts BOD Meeting No. 3/2003 Resolutions
------------------------------------------------------
Natural Park Public Company Limited notified the resolutions of
the Board of Directors Meeting No. 3/2003, held on 18 April
2003, as follows:
1. Unanimous approval for submission to the Shareholders Meeting
for consideration and approval for the change of the par value
of the Company's share after the increase of the registered
capital and the paid up capital of the Company, as the increase
of the registered capital shall be considered at the Ordinary
General Meeting of Shareholder No. 1/2003, from the existing par
value of 10 Baht per share to 100 Baht per share, by combining
10 ordinary shares, par value of 10 Baht per share, to one
share, par value of 100 Baht per share. In case any shareholder
holding the existing shares or the fraction of shares less than
10 shares, the Board of Directors shall be authorized to
proceed, at its sole discretion, for the shareholder to combine
his/her shares as deemed appropriate.
2. Unanimous approval for submission to the Shareholders Meeting
for consideration and approval for the amendment to Clause 4 of
the Memorandum of Association to be in line with the change of
the par value of the share under Clause 1 above.
3. Unanimous approval for the amendment of the agenda of the
Ordinary General Meeting of Shareholders No.1/2003 to be as
follows:
Agenda 1. To acknowledge the performance results of the
Board of Directors for the previous year and the Annual Report.
Agenda 2. To approve the balance sheet and the profit and
loss accounts of the Company for the fiscal year ended 31
December 2002.
Agenda 3. To acknowledge the non-payment of dividends for
the performance results of the fiscal year 2002.
Agenda 4. To appoint the new directors and fix their
remuneration.
Agenda 5. To consider the change of the names and number of
directors who can sign to bind the Company.
Agenda 6. To appoint auditor(s) for the fiscal 2003 and fix
the remuneration.
Agenda 7. To consider for approval of the registered
capital increase of the Company and the allotment of the capital
increase ordinary shares.
Agenda 8. To consider for approval of an amendment to
Clause 4 of the Memorandum of Association regarding the increase
of the registered capital.
Agenda 9. To consider for approval of an amendment to the
Articles of Association by adding Article 53.
Agenda 10. To consider for approval of the change of the
par value of the Company's share from the existing par value of
10 Baht per share to 100 Baht per share.
Agenda 11. To consider for approval of an amendment to
Clause 4 of the Memorandum of Association to be in line with the
change of the par value of the Company's share.
Agenda 12. Other businesses (if any).
PICNIC GAS: Changes Registered Address
--------------------------------------
Ultimate Key Company Limited, the Plan Administrator of
Picnic Gas and Chemicals Public Company Limited, informed that
the Company's address has been changed to:
Floor 10th Dr. Gerhard Link Building
88 Krungthepkreetha Road
Huamark Subdistrict, Bangkapi District
Bangkok, 10240
Early this month, the Troubled Company Reporter - Asia Pacific
reported that Picnic Gas and Chemicals Public Company Limited
(formerly BGES Engineering Systems Public Company Limited),
acquired `Liquid Petroleum Gas (LPG) Trading' business from
Union Gas and Chemicals Company Limited (Union Gas) as part of
its Rehabilitation Plan.
SIAM SYNTECH: Undertakes Bt46.83M Debt to Equity Conversion
-----------------------------------------------------------
Pursuant to the Central Bankruptcy Court's order approving the
Business Reorganization Plan of Siam Syntech Construction Public
COmpany Limited (Syntec) on March 30, 2001.
In accordance with clause 7.8 of the Plan, Siam Syntech Planner
Co., Ltd., as the Plan Administrator of Syntech, informed that
the Company has proceeded to undertake Bt46.83 million debt to
equity conversion and registered the paid-up capital of
Bt350,393,960 to the Ministry of Commerce on 28 January 2002.
In response to Stock Exchange of Thailand's policy of increasing
liquidity of market, increasing number of shares to shareholders
and to ease retails investors getting in the market, Siam
Syntech Planner Co. Ltd. has decreased the par value of SYNTEC's
shares from Bt10 per share to Bt1 per share without decreasing
the paid-up capital and registered to the Ministry of Commerce
on April 17, 2003.
Then, the number of shares of SYNTEC has increased from 40
million shares to 400 million shares which means that the number
of shares increases from every 1 share to 10 shares. These will
not effect the net value of SYNTEC and its shares, because
nothing effects the fundamental of SYNTEC but only the liquidity
increasing.
TANAYONG PUBLIC: Creditors Approve Rehabilitation Plan
------------------------------------------------------
Pursuant to the Business Reorganization Petition filed by
Tanayong Public Company Limited on January 22, 2002 to the
Central Bankruptcy Court, the Courts appointment on February 18,
of Tanayong Planner Company Limited as the Company's Planner.
Accordingly, Tanayong Planner Company Limited notified that that
it has prepared the Rehabilitation Plan and sent it to to the
Official Receiver, as well as to the creditors having voting
rights.
The Official Receiver then called for a meeting of creditors
with voting rights on September 27, 2002 at 9:30 a.m. at YWCA
Building, No. 13 South Sathorn Road, Bangkok, in order to
discuss whether to accept the Plan or how to revise it. Since
there were some material amendments to the Plan, the Planner and
some creditors requested that the meeting be postponed and the
Official Receiver gave an order to postpone the meeting again to
be on November 25, 2002, January 9, 2003, February 14,2003,
March 7, 2003, April 2, 2003 and April 22, 2003 respectively.
At this latest meeting to consider the plan, those at the
creditors' meeting have passed a resolution to approve the plan
with the total votes of 56.66 percent. Furthermore, those at the
meeting also passed a resolution appointing 7 persons as a
committee of creditors to act on behalf of all the creditors in
monitoring the implementation of the plan.
CONTACT INFORMATION: Satida Sritunyatorn
Media Relations Manager
Aziam Burson-Marsteller
Telephone: 0 2252 9871
THAI PETROCHEMICAL: Creditors Electing New Debt Planner May 12
--------------------------------------------------------------
The Central Bankruptcy Court ordered on April 21, 2003 the
removal of Effective Planners Limited from the role of Plan
Administrator of Thai Petrochemical Public Company Limited.
Pending the election by creditors of a permanent replacement
Plan Administrator, the Court appointed the Official Receiver
and TPI (acting through Khun Prachai as Debtor's Executive)
jointly to act as interim Plan Administrator.
The Committee is disappointed by the EPL's removal and the
reasons given for it, and dismayed at the joint appointment of
TPI/the Debtor's Executive with the Official Receiver as Interim
Plan Administrator, because of the disregard which the Debtor's
Executive has previously shown for creditors' interests and
because the appointment of the Debtor's Executive was made in
the face of the Committee's objections.
On Tuesday, the Official Receiver confirmed that a meeting of
creditors to appoint a new permanent Plan Administrator was
scheduled for the 12th of May 2003.
The understanding of the Committee is that, since this is a
joint appointment the Official Receiver will act, together with
Khun Prachai, to preserve and protect the assets of TPI. All
decisions will therefore be taken jointly, and any decision or
action unilaterally taken by Khun Prachai will be illegal and
unenforceable. The understanding of the Committee is that Plan
amendments will not be proposed during the interim period.
As required by the Bankruptcy Act the Committee will continue
monitoring the implementation of the Plan by the joint interim
Plan Administrator.
In view of the change of Plan Administrator, the new working
capital lines provided by certain creditors after the
commencement of the restructuring were suspended until the
appointment of an acceptable Plan Administrator
The Committee looks forward to the election of a replacement
permanent Plan Administrator on the 12th of May so that
implementation of TPI's Reorganization Plan, as approved by the
creditors, may continue.
Committee of Creditors composes of the following:
* Bangkok Bank Public Company Limited;
* Bank of Ayudhya Public Company Limited;
* Citibank, N.A.;
* Export-Import Bank of the United States;
* International Finance Corporation;
* Kreditanstalt fur Wiederaufbau; and
* Sukhumvit Assets Management Company Limited.
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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