/raid1/www/Hosts/bankrupt/TCRAP_Public/030519.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, May 19 2003, Vol. 6, No. 97
Headlines
A U S T R A L I A
AM SECURITISED: S&P Lowers Rating Following Action on AMP Life
AMP LIMITED: Discloses AGM Results
AMP SHOPPING: Panel Receives Review Application From AMP Life
CHAOS GROUP: Undertakes Rights Issue to Raise Funds
POWERTEL LIMITED: Funding Agreements Signed
SIRTEX MEDICAL: Clarifies CMS Submission Issue
SIRTEX MEDICAL: Hunter Hall Decides to Accept Cephalon Bid
SIRTEX MEDICAL: Hunter Hall Issues Release Over Cephalon Bid
TRANS RAIL: Potential Tender Offer Lowers RailAmerica's Ratings
VOICENET (AUST): Posts April Cash Reporting
C H I N A & H O N G K O N G
ASIA RESOURCES: Parallel Trading Ends Today
CHINA LOGISTICS: Enters Second Supplemental Settlement Deed
CHINA LOGISTICS: Seeks Circular Dispatch Time Extension
CONSTANT RICH: Petition to Wind Up Scheduled
HUNG FOOK: Winding Up Petition Pending
KEL HOLDINGS: Capital Reorganization Effectuated
KING FOOK: Winding Up Sought by Cheung Fat
SMART WIN: Winding Up Hearing Scheduled on May 28
SUPER WARM: Faces Winding Up Petition
XCREATE COMPANY: Hearing of Winding Up Petition Set
J A P A N
ASAHI GLASS: Cuts 2002 Losses to Y3.92B
COLUMBIA MUSIC: Narrows FY02 Losses to Y1.25B
ISUZU MOTORS: Expects Better Financial Results This Year
KOBE STEEL: Combines Environmental Businesses into New Firm
MATSUSHITA ELECTRIC: Completes Switch to Lead-Free Solder
* Notes Japan's Business Failures, April 2002-March 2003,Teikoku
K O R E A
JINRO CO.: Appeal on Receivership Ruling
JINRO CO.: Union Blocks Off Building
SK SECURITIES: Audit Reports Over 50% Capital Impaired
M A L A Y S I A
CELCOM (MALAYSIA): PwC Replaces Arthur Andersen as Auditors
CELCOM (MALAYSIA): Shareholders Approve All Resolutions at AGM
CONCRETE ENGINEERING: Hires Naaim as Audit Committee Member
COUNTRY HEIGHTS: Proposes Renewal of Shareholders' Mandate
CYGAL BERHAD: Appoints Bin Suliman as Executive Chairman
DAMANSARA REALTY: Hires Alternate Director
DAMANSARA REALTY: Proposes Shareholders' Mandate
FCW HOLDINGS: June 2 EGM Scheduled
FORESWOOD GROUP: Executive Director Ting Kai Hoon Resigns
GADANG HOLDINGS: FIC Conditionally Approves Proposed ICULS
PANGLOBAL BERHAD: Discloses Mining Production Figures
PETALING GARDEN: Units Placed Under Voluntary Winding-Up
SELOGA HOLDINGS: Obtains Proposals Implementation Time Extension
SERISAR INDUSTRIES: Explains Differences in Results
P H I L I P P I N E S
BACNOTAN CONSOLIDATED: Widens 1Q03 Losses to Php43.25M
MANILA ELECTRIC: Blames High Court Ruling For PhP325-M Net Loss
MANILA ELECTRIC: Confident of Getting Another Waiver
MANILA ELECTRIC: S&P Lowers Rating to CCC, Outlook Negative
MANILA ELECTRIC: Widens 1Q03 Net Loss to P325Mln
PHILIPPINE LONG: Tops Earnings Forecast With 58% Growth in Q1
VITARICH CORPORATION: Aims to Restructure P2.5Bln Debts
S I N G A P O R E
DATACRAFT ASIA: Unveils 1HFY03 Results
SEATOWN CORPORATION: Court Rejects Stay Proceedings
T H A I L A N D
PAE (THAILAND): SET Suspends Securities Trading
SAHAMITR PRESSURE: Explains Actual, Projection Variance
SIKARIN PUBLIC: Granting Bt8M Loan to Corporate Partner
THAI CANE: Widens Q103 Net Loss to Bt38.02M
THAI WAH: Explains Decrease of Shareholders' Equity
- - - - - - - -
=================
A U S T R A L I A
=================
AM SECURITISED: S&P Lowers Rating Following Action on AMP Life
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered last week its
counterparty credit rating on the class A1 notes issued by The
AM Securitised Traded Policies Trust No.1 to 'A+' from
'AA-', and removed the rating from CreditWatch Negative. The
rating action follows the lowering of the counterparty credit
rating on AMP Life Ltd. to 'A+' from 'AA-' and its removal from
CreditWatch Negative, and reflects the role of AMP Life Ltd. as
a rating dependent in this transaction. The transaction relies
on cash flows from maturing endowment policies that include
policies issued by AMP Life Ltd.
The rating action on AMP Life Ltd. is the result of an overall
weakening in the AMP group's financial strength. It also
encompasses AMP's announcement on May 1, 2003, of its intention
to legally separate its Australian and U.K. operations, raise up
to A$1.5 billion in capital (proceeds now expected to be A$1.7
billion), pay down debt, and dispose of equity investments held
in its U.K. life operations.
The rating outlook on AMP Life Ltd., AMP Group Holdings, and AMP
Bank is negative and reflects inherent uncertainties surrounding
the execution of AMP's plans and uncertain earnings outlook for
the group.
AMP LIMITED: Discloses AGM Results
----------------------------------
In accordance with Listing Rule 3.13.2, AMP Limited advises that
the resolutions contained in Items 2 and 4 of the Notice of
Meeting (dated 21 March 2003 and lodged with the ASX on 4 April
2003) were passed by the requisite majority of security holders,
all Directors who stood for election or re-election were elected
or re-elected (as applicable) and the proposed resolution for
the election of Stephen Mayne was defeated on a poll.
The resolutions in Item 2 and 4(a) were decided on a poll and
the resolutions in Items 4(b) and 4(c) were decided on a show of
hands. No resolution was withdrawn or amended other than the
proposed resolutions in Items 3(a) and 3(b) of the Notice of
Meeting which were withdrawn prior to the meeting and lapsed at
the meeting.
The information required by section 251AA(2) of the Corporations
Act2001 (Cth) in respect of each resolution passed at the
meeting is set out below.
ITEM 2: ELECTION OF DIRECTORS
(a) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Lord Killearn, a Director retiring in accordance with
clause 64.3 of the Constitution of AMP Limited, being eligible,
is re-elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 276,748,063
Against: 69,273,218
Abstain: 7,205,656
Proxy's Discretion: 23,460,915
Total (excluding Abstain): 369,482,196
Total number of votes cast on the poll:
For: 299,495,263
Against: 70,496,811
Abstain: 7,205,656
Proxy's Discretion: Not applicable
Total (excluding Abstain): 369,992,074
(b) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Peter John Willcox, a Director appointed since the last
Annual General Meeting and ceasing to hold office in accordance
with clause 62.3 of the Constitution of AMP Limited, being
eligible, is elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 343,101,678
Against: 3,617,603
Abstain: 4,440,658
Proxy's Discretion: 23,719,274
Total (excluding Abstain): 370,438,555
Total number of votes cast on the poll:
For: 366,874,589
Against: 4,080,873
Abstain: 4,440,658
Proxy's Discretion: Not applicable
Total (excluding Abstain): 370,955,462
(c) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Roger Philip Yates, a Director appointed since the last
Annual General Meeting and ceasing to hold office in accordance
with clause 62.3 of the Constitution of AMP Limited, being
eligible, is elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 328,267,845
Against: 19,398,922
Abstain: 42,549,498
Proxy's Discretion: 23,782,199
Total (excluding Abstain): 371,448,966
Total number of votes cast on the poll:
For: 352,511,679
Against: 19,454,169
Abstain: 42549,498
Proxy's Discretion: Not applicable
Total (excluding Abstain): 371,965,848
(d) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Richard John Grellman, a Director retiring in accordance
with clause 64.3 of the Constitution of AMP Limited, being
eligible, is re-elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 273,100,911
Against: 64,637,361
Abstain: 15,568,608
Proxy's Discretion: 22,806,803
Total (excluding Abstain): 360,545,075
Total number of votes cast on the poll:
For: 295,303,362
Against: 65,779,449
Abstain: 15,568,608
Proxy's Discretion: Not applicable
Total (excluding Abstain): 361,082,811
(e) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Andrew Max Mohl, a Director appointed since the last
Annual General Meeting and ceasing to hold office in accordance
with clause 62.3 of the Constitution of AMP Limited, being
eligible, is elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 351,955,145
Against: 7,342,554
Abstain: 5,205,615
Proxy's Discretion: 23,774,925
Total (excluding Abstain): 383,072,624
Total number of votes cast on the poll:
For: 362,843,680
Against: 7,353,819
Abstain: 5,205,615
Proxy's Discretion: Not applicable
Total (excluding Abstain): 370,197,499
(f) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Stephen David Mayne, being eligible to hold office as a
Director and having been nominated in accordance with clause 65
of the Constitution of AMP Limited, is elected as a Director of
AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 37,780,819
Against: 293,242,551
Abstain: 19,352,368
Proxy's Discretion: 24,945,567
Total (excluding Abstain): 355,966,937
Total number of votes cast on the poll:
For: 38,253,755
Against: 318,361,581
Abstain: 19,352,368
Proxy's Discretion: Not applicable
Total (excluding Abstain): 356,615,336
(g) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Roger Patrick Handley, a Director appointed since the last
Annual General Meeting and ceasing to hold office in accordance
with clause 62.3 of the Constitution of AMP Limited, being
eligible, is elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 340,631,420
Against: 3,735,223
Abstain: 4,737,757
Proxy's Discretion: 24,290,956
Total (excluding Abstain): 368,657,599
Total number of votes cast on the poll:
For: 364,993,336
Against: 3,735,223
Abstain: 5,180,135
Proxy's Discretion: Not applicable
Total (excluding Abstain): 368,728,559
(h) To consider and, if thought fit, to pass the following
ordinary resolution:
"That Meredith Hellicar, a Director appointed since the last
Annual General Meeting and ceasing to hold office in accordance
with clause 62.3 of the Constitution of AMP Limited, being
eligible, is elected as a Director of AMP Limited."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 339,696,093
Against: 4,370,101
Abstain: 4,699,526
Proxy's Discretion: 24,625,664
Total (excluding Abstain): 368,691,858
Total number of votes cast on the poll:
For: 364,349,722
Against: 4,851,302
Abstain: 4,699,526
Proxy's Discretion: Not applicable
Total (excluding Abstain): 369,201,024
Item 3(a): Equity Components of Remuneration - Andrew Mohl,
Managing Director and Chief Executive Officer
Proposed resolutions lapsed.
Item 3(b): Equity Components of Remuneration - Roger Yates,
Managing Director, Henderson Global Investors
Proposed resolutions lapsed.
Item 4(a): Amendments to Constitution to Allow the Issue of
Preference Shares
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That the Constitution of AMP Limited is amended in the manner
set out in Part 1 of Annexure A to the Explanatory Notes to the
Notice convening this Meeting,"
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 271,166,435
Against: 49,858,308
Abstain: 7,257,794
Proxy's Discretion: 46,065,233
Total (excluding Abstain): 367,089,976
Total number of votes cast on the poll:
For: 371,003,974
Against: 50,008,004
Abstain: 7,257,794
Proxy's Discretion: Not applicable
Total (excluding Abstain): 367,011,978
Item 4(b): Amendments to Constitution to Require the Annual
Re-election of Non-Executive Directors After Nine Years in
Office
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That the Constitution of AMP Limited is amended in the manner
set out in Part 2 of Annexure A to the Explanatory Notes to the
Notice convening this Meeting."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 316,904,059
Against: 5,820,886
Abstain: 5,991,136
Proxy's Discretion: 46,306,863
Total (excluding Abstain): 369,031,808
Item 4 (c): Amendments to Constitution to Accommodate
Legislative Changes
To consider and, if thought fit, to pass the following
resolution as a special resolution:
"That the Constitution of AMP Limited is amended in the manner
set out in Part 3 of Annexure A to the Explanatory Notes to the
Notice convening this Meeting."
Total number of proxy votes exercisable by all proxies validly
appointed:
For: 318,568,563
Against: 3,945,044
Abstain: 6,467,783
Proxy's Discretion: 46,341,554
Total (excluding Abstain): 368,855,161
AMP SHOPPING: Panel Receives Review Application From AMP Life
-------------------------------------------------------------
The Takeover Panel advised that it has received on Thursday an
application for review of the AMP Shopping Centre Trust (No. 1)
(ART) decision in relation to the affairs of ART.
The application from AMP Life Limited (AMP Life) seeks a review
of the decision of the Sitting Panel to make a declaration of
unacceptable circumstances and orders preventing ART's interests
in five major shopping centers being bought out solely because
AMP Henderson Global Investors Ltd. is removed as Responsible
Entity of ART following a successful takeover bid for ART.
AMP Life submits that the orders made by the Sitting Panel are
beyond the power of the Panel, are not appropriate orders for
the Sitting Panel to make and are a manifestly incorrect
decision.
The Sitting Review Panel has not yet sought the views of persons
affected and therefore has not yet formed any views on the
application.
The President of the Panel has appointed Michael Tilley, Karen
Wood and Denis Byrne to be the Sitting Review Panel to consider
the application.
CONTACT INFORMATION: Nigel Morris,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
CHAOS GROUP: Undertakes Rights Issue to Raise Funds
---------------------------------------------------
Chaos Group Limited posted this notice:
APPENDIX 3B
NEW ISSUE ANNOUNCEMENT
APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES AND AGREEMENT
Information or documents not available now must be given to ASX
as soon as available. Information and documents given to ASX
become ASX's property and may be made public.
Introduced 1/7/96. Origin Appendix 5. Amended 1/7/98, 1/9/99,
1/7/2000.
Name of Entity
Chaos Group Limited
ACN or ARBN
96 077 206 583
We (the entity) give ASX the following information.
PART 1 - ALL ISSUES
You must complete the relevant sections (attach sheets if
there is not enough space).
1. Class of securities issued 1. Ordinary Shares
or to be issued 2. Options
2. Number of securities issued 1. 29,410,066
or to be issued (if known) 2. 14,705,033
or maximum number which
may be issued
3. Principal terms of the securities 1. Pari Passue to
(eg, if options, exercise price existing Securities
and expiry date; if partly paid
securities, the amount 2. Exercisable at 4 cents
outstanding and due dates for each and expire on 30
payment; if convertible securities, August 2005
the conversion price and dates
for conversion)
4. Do the securities rank equally Yes
in all respects from the date
of allotment with an existing
class of quoted securities
If the additional securities
do not rank equally, please
state:
* the date from which they do
* the extent to which they
participate for the next
dividend, (in the case of
a trust, distribution) or
interest payment
* the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
5. Issue price or consideration 1. 3 cents per share
2. Free
6. Purpose of the issue (if Rights Issue -
issued as consideration for Fundraising
the acquisition of assets,
clearly identify those
assets)
7. Dates of entering securities TBA
into uncertified holdings
or dispatch of certificates
NUMBER CLASS
8. Number and class of all 44,115,101 Ordinary Shares
securities quoted on (not including the
ASX (including the securities in
securities in clause clause 2)
2 if applicable)
NUMBER CLASS
9. Number and class of all 5,533,333 Options
securities not quoted (not including the
on ASX (including the securities in
securities in clause 2 clause 2)
if applicable)
10.Dividend policy (in the case N/A
of a trust, distribution
policy) on the increased
capital (interests)
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
11. Is security holder approval NO
required
12. Is the issue renounceable Non-renounceable
or non-renounceable
13. Ratio in which the securities 2 for 3
will be offered
14. Class of securities to which Ordinary Shares
the offer relates
15. Record date to determine 26 May 2003
entitlements
16. Will holdings on different N/A
registers (or subregisters)
be aggregated for calculating
entitlements
17. Policy for deciding entitlements N/A
in relation to fractions
18. Names of countries in which the N/A
entity has security holders
who will not be sent new issue
documents
Note: Security holders must be
told how their entitlements
are to be dealt with.
Cross reference: rule 7.7.
19. Closing date for receipt of 17 June 2003
acceptances or renunciations
20. Names of any underwriters N/A
21. Amount of any underwriting fee Placement fee $53,000
or commission pro-Rated to acceptances
received
22. Names of any brokers to the N/A
issue
23. Fee or commission payable to N/A
the broker to the issue
24. Amount of any handling fee N/A
payable to brokers who
lodge acceptances or
renunciations on behalf
of security holders
25. If the issue is contingent N/A
on security holders'
approval, the date of
the meeting
26. Date entitlement and acceptance 29 May 2003
form and prospectus or Product
Disclosure Statement will be
sent to persons entitled
27. If the entity has issued options, 26 May 2003
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to
option holders
28. Date rights trading will begin N/A
(if applicable)
29. Date rights trading will end N/A
(if applicable)
30. How do security holders sell N/A
their entitlements in full
through a broker
31. How do security holders sell N/A
part of their entitlements
through a broker and accept
for the balance
32. How do security holders dispose N/A
of their entitlements (except
by sale through a broker)
33. Dispatch date -
PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for
quotation of securities
Items 34 to 37 are Not Applicable
Entities that have Ticked Box 34 (b)
Items 38 to 42 are Not Applicable
ALL ENTITIES
QUOTATION AGREEMENT
1. Quotation of our additional securities is in ASX's absolute
discretion. ASX may quote the securities on any conditions
it decides.
2. We warrant the following to ASX.
* The issue of the securities to be quoted complies with
the complies with the law and is not for an illegal
purpose.
* There is no reason why those securities should not be
granted quotation.
* An offer of the securities for sale within 12 months
after their issue will not require disclosure under
section 707(3) or section 1012C(6) of the Corporations
Act.
* Section 724 or section 1016E of the Corporations Act
does not apply to any applications received by us in
relation to any securities to be quoted and that no-one
has any right to return any securities to be quoted
under sections 737, 738 or 1016F of the Corporations Act
at the time that we request that the securities be
quoted.
* We warrant that if confirmation is required under
section 1017F of the Corporations Act in relation to the
securities to be quoted, it has been provide at the
time that we request that the securities be quoted.
* If we are a trust, we warrant that no person has the
right to return the securities to be quoted under
section 1019B of the Corporations Act at the time that
we request that the securities be quoted.
3. We will indemnify ASX to the fullest extent permitted by law
in respect of any claim, action or expense arising from or
connected with any breach of the warranties in this
agreement.
4. We give ASX the information and documents required by this
form. If any information or document not available now, will
give it to ASX before quotation of the securities begins. We
acknowledge that ASX is relying on the information and
documents. We warrant that they are (will be) true and
complete.
To see a copy of the Right Issue Prospectus, go to
http://bankrupt.com/misc/TCRAP_CHS05198.pdf.
POWERTEL LIMITED: Funding Agreements Signed
-------------------------------------------
PowerTel Limited announced Thursday that the Roslyndale
Syndicate, WilTel Communications (PowerTels major shareholder)
and PowerTel have executed the agreements foreshadowed in the
company's announcement of May 9 relating to balance sheet
restructuring and new major shareholder.
The agreements will see the Roslyndale Syndicate buy WilTel
Communications shareholding in PowerTel, convert $21.3 million
debt to equity, and underwrite a 1.5 : 1 renounceable rights
issue to raise $16.3 million. The agreements remain conditional
on approval by PowerTels and WilTels banks and PowerTel
shareholders.
PowerTel will hold an extraordinary general meeting of
shareholders early in July 2003. Shareholders will receive a
notice of meeting and information memorandum with explanatory
details of the agreement and an independent experts report. For
more information about PowerTel, please visit website at:
www.powertel.com.au
CONTACT INFORMATION: Brian Mahoney
FCR, 02-9235-1666
Stephen Butler
Chief Executive Officer
02-8264-3888
SIRTEX MEDICAL: Clarifies CMS Submission Issue
----------------------------------------------
Sirtex Medical Limited makes this announcement to clarify any
misconception by shareholders regarding reimbursement in the USA
for SIR-Spheres(R), Sirtex Medical's lead product that is
marketed for the treatment of liver cancer.
It has been brought to the attention of Sirtex that statements
may have been made to shareholders that imply that restrictions
on the level of reimbursement for SIR-Spheres(R) by the USA
Federal Center for Medicare Medicaid Services (CMS) will inhibit
Sirtex's ability to grow revenue.
Sirtex currently receives full payment of US$14,000 for
SIR-Spheres(R) from hospitals using the product. CMS administers
financial reimbursement to hospitals for Medicare and Medicaid
patients treated at hospitals in the USA. CMS reimbursement is
important as hospitals rely on a reimbursement to offset the
costs of purchasing SIR-Spheres(R) from Sirtex. Hospitals are
currently reimbursed from CMS for SIR-Spheres(R) under a generic
product code that was historically determined for a related
product.
Shareholders should be aware that Sirtex has submitted a formal
request to the CMS for an independent reimbursement code with
its own reimbursement level.
Following that submission, Sirtex executives met with a CMS
committee and were then requested by that committee to submit
further information to justify the company's submission. Sirtex
has complied with that request this week and expects to receive
a response from CMS in the next month or so.
Regardless of the response from CMS, Sirtex will maintain its
current list price for SIRSpheres (R).
SIRTEX MEDICAL: Hunter Hall Decides to Accept Cephalon Bid
----------------------------------------------------------
Sirtex Medical Limited has learned that Hunter Hall
Investments Management Limited (in its capacity as responsible
entity for the Australian Value Trust, the Value Growth Trust
and the International Ethical Fund) (Hunter Hall) (a 14.6%
shareholder in Sirtex) has stated that it has decided to accept
the takeover bid by Cephalon Australia Pty Limited (Cephalon).
According to Wrights Investors' Service, the company has paid no
dividend during the previous 2 fiscal years and also reported
losses during the previous 12 months. During the 12 months
ending 12/31/02, the company has experienced losses totaling
A$0.04 per share.
SIRTEX MEDICAL: Hunter Hall Issues Release Over Cephalon Bid
------------------------------------------------------------
Hunter Hall Investment Management Ltd, the responsible entity
for Hunter Hall Value Growth Trust, Australian Value Trust and
International Ethical Fund, has decided to accept the Cephalon
bid for Sirtex Medical Ltd.
The decision, which has been made most reluctantly, follows the
failure of Hunter Hall's attempt to force Sirtex to prepare an
Independent Experts Report (IER) that would have given all
Sirtex shareholders an adequate basis on which to assess the
merits of the Cephalon bid.
Because of the refusal of the Sirtex board to include an IER in
its target statement, Hunter Hall made an application to the
Takeovers Panel, seeking, among other things, an order that
Sirtex be required to prepare such a report.
On Wednesday this element of Hunter Hall's application was
rejected, even though Hunter Hall won on a number of issues it
raised with the Panel, including removing the ability of
Cephalon to coerce shareholders into accepting its bid by
threatening them with the prospect of predation as locked in
minorities.
The Panel's decision not to require an IER is an extremely
disappointing outcome for Hunter Hall, and all other minority
shareholders in Sirtex. It denies Sirtex shareholders the
ability to assess the true merits of the Cephalon bid, leaving
substantial uncertainty as to the true value of Sirtex.
The uncertainties left by the absence of an IER means that
Hunter Hall, with nothing like as much information on which to
base its decision as the bidder, is now, as a prudent manager of
its unit holders' money, being forced to deliver control of
Sirtex to Cephalon.
Leaving aside the specifics of this case, the Panel's approach
to the IER matter raises some important issues of principle in
the conduct of takeovers, and in particular the conduct of
takeovers where bidders have entered into pre-bid agreements
with the target and major shareholders and had the benefit of
due diligence.
Hunter Hall believes generally that where a pre-bid agreement
has been reached between a major shareholder of the target and
the bidder, and to give effect to that agreement the board of
the target has had to enter into various undertakings, including
undertakings to maintain a recommendation to accept the bid and
not to solicit other bids, there has been a marked reduction in
the independence of the board.
Specifically in this case Hunter Hall felt that the extent of
the stake held by the major shareholder, and the benefits that
most other directors would get from a successful bid further
exacerbated the extent to which independence was compromised.
In addition Hunter Hall believes that as a matter of public
policy the Panel and ASIC should require an IER wherever a
bidder has been allowed the benefit of due diligence by the
target. The reason for this is that an IER in this context goes
some way towards curing the inequality in knowledge between the
bidder and the company's owners (other than those represented on
the company's board), who are nevertheless required to make a
decision whether or not to sell their shares.
Hunter Hall noted with amusement the strenuous objections that
Cephalon raised to Sirtex being required to prepare an IER. If
nothing else had done the trick Hunter Hall felt this should
have made the penny drop as to the benefit to shareholders of an
IER (which the Panel conceded anyway) and the overly close
relationship between bidder and target.
Sirtex's reasons for objecting to the shareholders having the
benefit of an IER essentially were that the cost was too great,
and that there was a lack of appropriately skilled valuers
available to complete such a task.
The cost of an independent experts report was estimated by
Sirtex at between $200,000 and $500,000, a range, which Hunter
Hall felt, was somewhat inflated at the higher end. However even
accepting this range, the cost seemed very reasonable compared
to the amounts being risked or spent on "break" fees to
Cephalon, and "success" fees to Three Oaks Group, which were in
excess of $2m and $5m respectively.
The argument that it would be hard to find entities capable of
preparing an IER in this case seems unworthy of comment.
Hunter Hall finds the Panel's conclusion that Sirtex be excused
from preparing an IER on the grounds that this would be
'onerous' very surprising. Many company and board duties are
undoubtedly onerous. This has however not generally been
accepted as a reason to dispense with them.
Hunter Hall also believes the Panel's rejection of the
application that Sirtex be required to commission an IER (for
the benefit of all shareholders) merely because Hunter Hall is
deemed to be a "well informed shareholder...with a blocking
stake" seems to open up some dangerous precedents.
Ironically the proof of this point is that Hunter Hall has, in
effect, been forced to accept the bid because of the imbalance
in information it has, compared with the bidder, Cephalon. The
Panel's decision, and the glaring flaw, that Hunter Hall
believes has been thrown up in Australian takeover practice
means it, like the many other unhappy minority shareholders,
will simply never know how justified it was in its strong
suspicion that the bid substantially undervalues the company. It
will however continue to suspect that it has been forced into
accepting a takeover timed largely for the benefit of a major
shareholder with very different investment objectives and
timelines from its own.
"We greatly regret that apart from the potential opportunity
cost to our unit holders, the effect of this transaction is that
the economic and technological benefits of Sirtex will accrue to
the United States and the shareholders of Cephalon rather than
Australia and the shareholders of Sirtex," said Hunter Hall
International Ltd Chairman, Peter Hall. "If Australia is ever to
develop sophisticated manufacturing and technology industries
such as the medical device industry minority shareholders really
need better protections and support than those afforded by our
current regulatory regime."
CONTACT INFORMATION: Jack Lowenstein
Hunter Hall Investment Management
02 8224 0320
0414 990099
TRANS RAIL: Potential Tender Offer Lowers RailAmerica's Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said Thursday that it placed
its ratings on RailAmerica Inc., including the 'BB-' corporate
credit rating, on CreditWatch with negative implications
following the company's announcement that it intends to
commence a tender offer for 100% of the equity securities of
Tranz Rail Holdings Ltd., a New Zealand-based freight and
passenger railroad company. Boca Raton, Fla.-based RailAmerica,
the largest short-line/regional rail operator in North America,
has about $600 million of lease-adjusted debt.
RailAmerica intends to offer NZ$0.75 cash for each ordinary
share of Tranz Rail, for total consideration of approximately
US$90 million. In addition, it will assume or refinance
approximately US$135 million of existing indebtedness. The offer
is scheduled to commence between May 30, 2003, and June 14,
2003, and close 30 days after. "The acquisition, if completed,
would increase the diversity of RailAmerica's operations," said
Standard & Poor's credit analyst Lisa Jenkins. "However, it
would also increase debt leverage and present a number of
operating challenges," the analyst continued. Tranz Rail has a
weak financial profile and has recently suffered from depressed
operating performance and very constrained liquidity.
Existing ratings on RailAmerica incorporate the company's
aggressive debt leverage and the potential for debt-financed
acquisitions, partly offset by its position as the largest owner
and operator of short-line (regional and local) freight
railroads in North America and the favorable risk
characteristics of the U.S. freight railroad industry.
RailAmerica, which generated $428 million of revenues in 2002,
has a geographically diverse business profile. The firm owns a
large number (currently 49) of short-line freight and regional
railroads with approximately 12,900 miles of track in North
America, Australia, and Chile. In January 2003, RailAmerica
announced its intention to sell its 55% equity interest in its
Chilean rail operation, Ferronor. The company also plans to sell
other nonstrategic and noncore assets in North America and
Australia. Excluding Ferronor, 78% of 2002 revenues were derived
from North American rail operations and 22% from Australian rail
operations.
Standard & Poor's will monitor the status of the Tranz Rail
tender offer and will meet with management to discuss the likely
financing options and operating strategies related to the
proposed transaction. If it appears that the financial risk
profile of the company will deteriorate and remain weaker than
expected, ratings are likely to be lowered.
The Troubled Company Reporter - Asia Pacific reported on April
23 that Standard & Poor's Rating Services lowered the Company's
long-term rating and those of its guaranteed issues to 'CCC'
from 'B-' following a public statement by Carter Holt Harvey
Ltd. (CHH, BBB/Stable/A-2) that it would not be buying any
rolling stock from Tranz Rail in the immediate future.
VOICENET (AUST): Posts April Cash Reporting
-------------------------------------------
Voicenet (Aust) Limited posted its monthly cash reporting for
the month of April:
APPENDIX 4C
MONTHLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
Voicenet (Aust) Limited
ABN Month ended (current month)
- 01/04/2003 - 31/04/2003
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to
date
operating activities Month (4
months)
AUD'000
AUD'000
1.1 Receipts from customers - -
1.2 Payments for
(a) staff costs (13) (42)
(b) advertising & marketing - -
(c) research & development - -
(d) leased assets - -
(e) other working capital (139) (476)
1.3 Dividend received - -
1.4 Interest and other items of
a similar nature received 1 3
1.5 Interest and other costs of
finance paid - (4)
1.6 Income taxes paid - -
1.7 Other (provide details if material) - -
1.8 Net Operating Cash Flows (151) (519)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses - -
(b) equity investments 440 877
(c) intellectual property - -
(d) physical non-current assets - 2
(e) other non-current assets - -
1.11 Loans to other entities (50) (417)
1.12 Loans repaid by other entities - -
1.13 Other - Loss of cash holdings on loss
of control of subsidiaries - (42)
Net investing cash flows 390 420
1.14 Total operating and
investing cash flows 239 (99)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. 170 638
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings 333 333
1.18 Repayment of borrowings - -
1.19 Dividend paid - -
1.20 Other (provide details if material) - -
Net financing cash flows 503 971
Net increase (decrease) in cash held 742 872
1.21 Cash at beginning of month/
year to date 234 111
1.22 Exchange rate adjustments to item 1.20 - (7)
1.23 Cash at end of month 976 976
================================
C H I N A & H O N G K O N G
================================
ASIA RESOURCES: Parallel Trading Ends Today
-------------------------------------------
Market participants are requested to note the parallel trading
in the ordinary shares of Asia Resources Holdings Limited (ASIA
RESOURCES) will cease after the close of business on Monday,
19/05/2003. As from the close of business on that day, the
counter for trading in the consolidated shares (stock code:
2925) of ASIA RESOURCES as represented by old share certificates
will be withdrawn and trading in the shares of ASIA RESOURCES
will only be under the following arrangements:
Stock Code Stock Short Name Board Lot Certificate Color
---------- ---------------- --------- -----------------
899 ASIA RESOURCES 10,000 shares Blue
Wrights Investors Service reports that at the end of 2002, Asia
Resources had negative working capital, as current liabilities
were HK$55.67 million while total current assets were only
HK$29.05 million. It has reported losses during the previous 12
months and has not paid any dividend during the previous 2
fiscal years.
CHINA LOGISTICS: Enters Second Supplemental Settlement Deed
-----------------------------------------------------------
Reference is made to the announcement dated 8 April 2003 in
respect of, among other matters, the Settlement and Mutual
Release and the Company's announcement (First Extension
Announcement) dated 29 April 2003 in respect of the extension of
the dispatch of the circular in relation to, among other
matters, the Settlement and Mutual Release.
The Board of China Logistics Group Limited wishes to announce
that the Company entered into the second supplemental settlement
deed (Second Supplemental Settlement Deed) on 15 May 2003 with
Shine Ocean, Ocean-Land Heat, China Huatong, Trade Sense, Hong
Kong Huatong, EVS and Merry World, pursuant to which, the last
date on which all the conditions (Conditions) of the Settlement
Agreement (as amended by the Supplemental Settlement Deed) as
set out in the paragraph headed "Conditions" in the Announcement
must be satisfied is now extended from 30 May 2003 to 30 June
2003. Save for such extension of time, all other terms and
conditions of the Settlement Agreement (as amended by the
Supplemental Settlement Deed) remain unchanged.
As set out in the Announcement, one of the Conditions is the
compliance with all relevant requirements of the Listing Rules.
Given that the Settlement and Mutual Release constitutes a very
substantial acquisition and connected transaction for the
Company, it is required to be approved by the Shareholders, who
are not connected with the Huatong Group, at the EGM.
Accordingly, the Board will only be in a position to confirm
whether the above Condition is satisfied after the conclusion of
the EGM. Pursuant to the articles of association of the Company,
not less than 21 days' notice is required for the EGM at which
special resolution for change of company name is proposed. Since
the Circular containing the EGM Notice has not been dispatched
to the Shareholders as at the date of this announcement, it is
unlikely that the Company will be able to satisfy all the
Conditions on or before 30 May 2003. The Company together with
the other parties to the Settlement Agreement thus entered into
the Second Supplemental Settlement Deed to extend the last date
for satisfaction of the Conditions from 30 May 2003 to 30 June
2003.
CHINA LOGISTICS: Seeks Circular Dispatch Time Extension
-------------------------------------------------------
Pursuant to Rules 14.08(2) and 14.29(2) of the Listing Rules,
China Logistics Group Limited announced that the Circular is
required to be dispatched to the Shareholders within 21 days
after the publication of the Announcement, being no later than
30 April 2003. As set out in the First Extension Announcement,
the last day for the dispatch of the Circular has been extended
to 16 May 2003.
Since the date of the First Extension Announcement, the Company
has been continuing to work with its auditors, together with the
auditors of Merry World, on the accountants' report on Merry
World, which are yet to be finalized as at the date of this
announcement and the collation of the other financial which are
required to be disclosed in the Circular. In view of the fact
that no audit has been conducted against the financial results
of Merry World since its incorporation, the Directors have spent
much time than expected for the liaison with the Huatong Group
and the auditors of Merry World for the issue of the audited
financial statements of Merry World for the three years ended 28
February 2003 and thus, the Directors consider that the dispatch
of the Circular will have to be further postponed.
The Company has applied for a waiver from the strict compliance
with Rules 14.08(2) and 14.29(2) of the Listing Rules by
allowing a further extension of the date of dispatch of the
Circular. It is currently expected that the Circular will be
dispatched to the Shareholders on or before 30 May 2003.
The Company will make a further announcement when the Circular
is dispatched to the Shareholders.
CONSTANT RICH: Petition to Wind Up Scheduled
--------------------------------------------
The petition to wind up Constant Rich Industrial Limited is set
for hearing before the High Court of Hong Kong on June 11, 2003
at 10:00 in the morning.
The petition was filed with the court on April 14, 2003 by Bank
of China (Hong Kong) Limited (the successor corporation to The
China State Bank Limited pursuant to Bank of China (Hong Kong)
Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank of
China Tower, 1 Garden Road, Central, Hong Kong.
HUNG FOOK: Winding Up Petition Pending
--------------------------------------
Hung Fook International Industrial Limited is facing a winding
up petition, which is slated to be heard before the High Court
of Hong Kong on May 28, 2003 at 10:00 in the morning.
The petition was filed on April 4, 2003 by Yau Lai Chun of 4/F.,
Block I, Nam Kiu Mansion, 85 Wan Hon Street, Kwun Tong, Kowloon,
Hong Kong.
KEL HOLDINGS: Capital Reorganization Effectuated
------------------------------------------------
References are made to the joint announcements of KEL Holdings
Limited (KEL) and Deson Development International Holdings
Limited (Deson) in respect of the proposal involving, among
other things, the Acquisition and the Capital Reorganization.
The respective directors of Deson and KEL are pleased to
announce that the resolutions to approve, among other things,
the Acquisition and the Capital Reorganization were duly passed
at the respective special general meetings of Deson and KEL on
12 May, 2003. As stated in the KEL Circular and the Deson
Circular, completion of the Acquisition would take place on the
second Business Day after the fulfillment of the conditions and
the effective date of the Capital Reorganization would be the
Business Day following the passing of the relevant resolution.
Deson Development International Holdings Limited/KEL Holdings
Limited
The Acquisition was completed on 14 May, 2003. Pursuant to the
Acquisition Agreement (as amended by the Supplemental
Agreement), KEL has (as directed by Deson) allotted and issued
the Consideration Shares to Super Win Development Limited, a
wholly-owned subsidiary of Deson, in full satisfaction of the
consideration for the Acquisition on 14 May, 2003. The
Consideration Shares, representing 43.25% of the issued share
capital of KEL as enlarged by the issue of the Consideration
Shares, will rank pari passu with the existing shares of KEL.
Upon completion, the public holds Deson is interested
1,136,724,256 KEL New Shares, representing approximately 74.81%
of the enlarged issued share capital of KEL and the remaining
25.19% of the enlarged issued share capital of KEL.
All conditions of the Capital Reorganization of KEL have been
fulfilled and the Capital Reorganization has become effective on
13 May, 2003. Shareholders and investors of KEL are advised to
refer to the KEL Circular for the timetable and the details of
the arrangement for the KEL New Shares.
KING FOOK: Winding Up Sought by Cheung Fat
------------------------------------------
Cheung Fat Crown Limited is seeking the winding up of King Fook
Precision Company Limited. The petition was filed on March 28,
2003, and will be heard before the High Court of Hong Kong on
May 21, 2003.
Cheung Fat holds its registered office at Flat D, 14th Floor,
Hao Wah Industrial Building, 26-38 Kwai Cheong Road, Ha Kwai
Chung, New Territories, Hong Kong.
SMART WIN: Winding Up Hearing Scheduled on May 28
-------------------------------------------------
The High Court of Hong Kong will hear on May 28, 2003 at 10:00
in the morning the petition seeking the winding up of Smart Win
Consultants Limited.
Chan Po Lin of Room 2803, 28/F., Block 9, Heng Fai House, Tin
Heng Estate, Tin Shui Wai, New Territories, Hong Kong filed the
petition on April 4, 2003. Tam Lee Po Lin, Nina represents the
petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
SUPER WARM: Faces Winding Up Petition
-------------------------------------
The petition to wind up Super Warm International Limited is set
for hearing before the High Court of Hong Kong on June 11, 2003
at 10:00 in the morning.
The petition was filed with the court on April 15, 2003 by
Topman Global Limited whose registered office is situated at
18th Floor, Futura Plaza, 111-113 How Ming Street, Kwun Tong,
Hong Kong.
XCREATE COMPANY: Hearing of Winding Up Petition Set
---------------------------------------------------
The petition to wind up Xcreate Company Limited is scheduled for
hearing before the High Court of Hong Kong on May 28, 2003 at
10:00 in the morning.
The petition was filed with the court on April 7, 2003 by Lau
Yiu Yeung of Room 2118, Sun Man House, Oi Man Estate, Ho Man
Tin, Kowloon, Hong Kong.
=========
J A P A N
=========
ASAHI GLASS: Cuts 2002 Losses to Y3.92B
---------------------------------------
Asahi Glass Co. narrowed its losses to 3.92 billion yen for the
fiscal year 2002, versus a loss of 12.61 billion yen the
previous year, Kyodo News said on Friday. The Company remained
in the red mainly due to 44.22 billion yen in valuation losses
on its stockholdings, notably financial stocks.
COLUMBIA MUSIC: Narrows FY02 Losses to Y1.25B
---------------------------------------------
Columbia Music Entertainment Inc. posted a net loss of 1.25
billion yen in the year ending in March, versus a loss of 22.13
billion yen the previous year, due to cost cutting measures and
a smash hit by a new unnamed artist, Kyodo News reported Friday.
The Company posted a net loss for the 12th consecutive year.
ISUZU MOTORS: Expects Better Financial Results This Year
--------------------------------------------------------
Isuzu Motors Ltd. expects to report better results in the fiscal
year ending in March due to improved sales of pickups and
commercial trucks in Japan and other Asian countries, Automotive
News said on Thursday.
Isuzu forecasts that its group, or consolidated, net loss for
the year will be 144.3 billion yen, or $1.2 billion at current
exchange rates, down from the $1.4 billion it had forecast in
October. But the revised loss is wider than the $357.7 million
loss in the previous year. Isuzu will announce its official
financial results on Friday, May 23.
KOBE STEEL: Combines Environmental Businesses into New Firm
-----------------------------------------------------------
Kobe Steel, Ltd. and subsidiary Shinko Pantec Co., Ltd. agreed
to combine Kobe Steel's environmental business into Shinko
Pantec on October 1, 2003. This move will consolidate the
management resources of the environmental businesses of the two
companies into one unit and further strengthen the Kobe Steel
Group's comprehensive environmental solutions business.
The two companies announced on March 18 they would combine their
environmental businesses in January 2004. However, after further
consideration they decided to move up the plans due to the
advantages of a combined business and confidence that the
business will expand and further grow.
The corporate split and merger procedure will be used to combine
the businesses, with Shinko Pantec becoming the continuing
enterprise. Shinko Pantec will be renamed Kobelco Eco-Solutions
Co., Ltd. The new entity will become the main Company in the
Kobe Steel Group for the environmental business.
The two companies have operated their businesses separately and
each have specialized menus. Kobe Steel's business is centered
on wastewater treatment, including sludge incineration and
municipal solid waste incineration. Shinko Pantec has strong
experience in water and sewage treatment, industrial wastewater
treatment, and ultrapure water generation equipment. From both
the public and private sectors, it has received high evaluations
in the water treatment field.
To date, the environmental business has consisted of supplying
equipment to users. However, private finance initiatives,
private-sector operation of public facilities, and other changes
to meet new needs are increasing. In response to a rapidly
changing market and technologies, the two parties decided to
combine their technical capabilities, marketing and business
know-how to develop the environmental solutions business.
Through this consolidation, in the water treatment field Kobelco
Eco-Solutions would be able to strengthen its development of
advanced treatment and sewage reduction technologies. In waste
treatment, expanding into new business areas - including PCB and
dioxin treatment, soil decontamination, PVC recycling, and
biomass utilization - will enable Kobelco Eco-Solutions'
comprehensive environmental business to further grow.
Profile of the New Company
Name: Kobelco Eco-Solutions Co., Ltd.
Head office: Kobe, Hyogo Prefecture, Japan
Paid-in Capital: 6 billion yen
President: Yasuaki Hirata (Current President of Shinko
Pantec)
Employees: Approximately 800
Business Plans for the New Company
Vision
* A business based on water treatment and waste treatment
technologies that contributes to creating a recycling society
* A stable and highly profitable business that forms the core of
Kobe Steel's environmental solutions business
Strategic Business Areas
1. Water supply and sewage systems, leachate treatment, pure and
ultrapure water generation, industrial and wastewater treatments
2. Waste treatment (municipal solid waste incineration,
recycling)
3. New businesses (soil decontamination, PVC recycling, PCB
treatment, biomass utilization, other new businesses)
Numerical Goals (in billions of yen)
Non-consolidated Fiscal 2002 Fiscal 2003 Goal (in 5 years)
Sales 23.9 47.0
80.0
Ordinary income (loss) (1.2) 1.0
6.0
Consolidated Fiscal 2002 Fiscal 2003 Goal (in 5 years)
Sales 27.4 51.0
100.0
Ordinary income (loss) (1.2) 1.0
8.0
* The fiscal 2003 forecast consists of Kobe Steel's
environmental sales in the second half of fiscal 2003 and the
full-year forecast for Shinko Pantec.
* In five years, sales from new businesses are expected to make
up roughly 15 percent of total consolidated sales.
TCR-AP reported that Kobe Steel posted a group net loss of 28.52
billion yen in 2002 ending March 31 from a profit of 6.50
billion yen the previous year. The Shinagawa-ku, Tokyo-based
steel maker attributed the poor earnings to a hefty
extraordinary loss resulting from appraisal losses on securities
holdings amid the stock market slump and charges to cover
shortages in reserves for retirement benefits.
About Kobe Steel, Ltd.
Kobe Steel, Ltd. (TSE: 5406) is one of Japan's leading
steelmakers and producers of aluminum and copper products. Other
businesses include welding consumables, infrastructure and plant
engineering, machinery, and real estate. For further
information, please visit the Kobe Steel, Ltd. home page at:
www.kobelco.co.jp/index_e_wi.htm
Contact:
Kobe Steel, Ltd.
Gary I. Tsuchida,
Communication Center
E-mail: www-admin@kobelco.co.jp
+81-3-5739-6010
MATSUSHITA ELECTRIC: Completes Switch to Lead-Free Solder
---------------------------------------------------------
Matsushita Electric Industrial Co., Ltd., best known for its
Panasonic brand digital electronics and National brand home
appliances, announced Friday that it has completed a switchover
to the use of lead-free solder for printed circuit boards used
in Panasonic and National brand products as of the end of FY
2002.1) Aiming to promote its environmental activities on a
global basis, the use of lead-free solder conforms to the
European Union's regulation on restrictive use of toxic
substances.
In 1998, Matsushita became the world's first Company to
introduce and mass-produce lead-free solder used for printed
circuit boards in its portable MD player. Since then, the
Company has been introducing the use of lead-free solder in
other products such as headphone stereos and VCRs. The end of FY
2002 implemented a Company wide project in FY 2000 to introduce
printed circuit boards with lead-free solder in all Matsushita
products manufactured at plants and affiliated companies in
Japan and overseas.
By the end of March 2003, printed circuit boards using lead-free
solder was employed in approximately 12,000 models manufactured
in 22 domestic facilities and 79 overseas facilities of the
Matsushita Group. Have the 2,400 tons of solder used in FY 2002,
about 856 tons (36 percent) used lead-free solder. With the
switchover to lead-free solder now complete, Matsushita expects
more than 80 percent of the solder produced to be lead-free.
Since the Company first introduced lead-free solder, Matsushita
has produced a total of approximately 70 million units that
contain printed circuit boards with lead-free solder.
The development of the necessary lead-free soldering technology
included the development of solder materials and production
processes tailored to the characteristics of specific products,
the development of equipment for ensuring stable quality, and
efforts to create circuit board designs that improve junction
quality. Matsushita has submitted 337 patent applications
related to new technologies developed in conjunction with the
project, and the intellectual property rights it has accumulated
in the process puts the Company in a leading position in the
field.
In the years ahead, Matsushita plans to promote the introduction
of lead-free solder with the cooperation of suppliers and
customers. In addition, efforts are presently underway to
eliminate lead from the metal plating on component electrodes.
1) Does not pertain to some OEM products supplied to other
companies, and some components purchased from other companies.
During this fiscal year, Matsushita carried out several group
wide initiatives to achieve a V-shaped recovery from the
previous year's operating loss, the Troubled Company Reporter-
Asia Pacific reported recently. Such initiatives included the
introduction of competitive V-products that can gain the top
share in high-volume markets and contribute to overall Company
performance. The Company also implemented group wide
organizational restructuring, whereby a new business domain-
based structure took effect from January 1, 2003. The new
structure focuses on global consolidated management by each
business domain Company within the Matsushita group. In line
with this new domain-based global consolidated management
policy, Matsushita has included overseas subsidiaries of Victor
Company of Japan, Ltd. in its consolidated reporting.
About Matsushita Electric Industrial Co., Ltd.
Matsushita Electric Industrial Co., Ltd. (6752), best known for
its Panasonic, National, Technics, and Quasar brands, is a
worldwide leader in the development and manufacture of
electronics products for a wide range of consumer, business, and
industrial needs. Based in Osaka, Japan, the Company recorded
consolidated sales of US$51.7 billion for the fiscal year ended
March 31, 2002. In addition to stock exchanges in Tokyo (TSE:
6752) and elsewhere in Japan, Matsushita's shares are listed on
the Amsterdam, Dusseldorf, Frankfurt, New York (NYSE: MC),
Pacific, and Paris stock exchanges. For further information,
please visit the Matsushita Electric Industrial Co., Ltd. home
page at: www.panasonic.co.jp/global/top.html
Contact:
Matsushita Electric Industrial Co., Ltd.
Akira Kadota, International PR, Tokyo
kadota@hqs.mei.co.jp
Tel: 03-3578-1237 Fax: 03-3437-2776
NISSHO IWAI: Posts FY02 Net Losses of Y122.38B With Nichimen
------------------------------------------------------------
Trading houses Nissho Iwai Corporation and Nichimen Corporation,
which integrated their management under a holding Company named
Iwai- Nichimen Holdings Corporation on April 1, both incurred
group net losses of 122.38 billion yen last year, according to
Japan Times on Friday. The firms attributed the results to cost
write-offs associated with the consolidation.
Nissho Iwai incurred a group net loss of 73.85 billion yen.
Nissho Iwai also booked an extraordinary loss of 110.91 billion
yen, resulting primarily from expenses linked to asset disposal,
business restructuring and other integration factors. Nichimen
reported a group net loss of 48.53 billion yen for fiscal 2002.
Mirroring the plight of Nissho Iwai, Nichimen booked integration
costs, with extraordinary losses of 46.34 billion yen. Nissho
Iwai and Nichimen said they would pay no fiscal 2002 dividend.
TOMEN CORPORATION: Posts Y66.97B Net Loss
-----------------------------------------
Trading house Tomen Corporation incurred a consolidated net loss
of 66.97 billion yen in the year to March, versus a profit of
4.71 billion yen a year earlier, Kyodo News reported Thursday.
Its group net balance fell into the red in fiscal 2002 due
mainly to huge one-off restructuring expenses.
Last month, Standard & Poor's Ratings Services had lowered its
rating on general trading Company Tomen Corporation to 'SDpi'
from 'CCpi', following the completion of 110 billion yen in debt
forgiveness by UFJ Bank Ltd.
The debt forgiveness was part of a financial support package
requested by Tomen from its creditor banks in its midterm
management plan announced at the end of last year. The plan also
included the issue of 72 billion yen in preferred shares to the
Company's creditor banks, which was completed in March 2003.
According to Tomen, these financial measures are expected to
return the Company to solvency.
* Notes Japan's Business Failures April 2002-March 2003, Teikoku
----------------------------------------------------------------
The number of bankruptcies in Japan dropped by 5.6 percent from
the previous fiscal year to 18,928, showing a decline after two
years but still topped 18,000 cases for three straight years,
according to Teikoku Databank Limited. This is the fourth worst
record in the postwar period after 19,959 cases of fiscal 1983
and the second worst record after 20,052 cases of fiscal 2001
after the collapse of the bubble economy. Since factors
triggering a corporate failure coexisting with those reducing
failure under the worsening deflationary depression, the number
of bankruptcies stands at a high level while holding potential
of increment.
Total liabilities dropped 17.5 percent from the previous fiscal
year of 16,140,896 million yen to 13,309,993 million yen, but
still marked the fifth worst record in the postwar period after
15,120,314 million yen of fiscal 1997. Swelled liabilities are
attributed to the large-scale bankruptcy in golf course and
leisure related industries and the failure of listed companies
frequently occurred during the period.
Failures in service sector of 2,263 cases are the worst number
in history. Retail sector marked the third worst record in
history of 2,754 cases.
The number of liquidation-type bankruptcies (5,297 cases) and
special liquidation (315 cases) both hit the highest record. A
total of 948 companies filed for protection under Civil
Rehabilitation Law including 46 companies switched to the
application of this law.
Failures in the listed companies recorded 22 cases, renewed the
highest record in fiscal 2001 (21 cases). Medium-sized general
contractors, Dai Nippon Construction Co., Ltd. and Kokune Corp.,
and long-standing makers like Nippon Kakoh Seishi Co., Ltd. and
Hitachi Seiki Co., Ltd. sequentially went bankrupt.
Recession-induced bankruptcies totaled 14,537 cases, the second
worst record after the war. Its composition of 76.8 percent is
the worst level in the postwar period. The companies that were
driven into bankruptcy due to bearish sales, bad debts and so
forth accounted for more than three-quarters of the total.
Bankruptcies in time-honored companies with 30-year or more
business history occurred to one in every four companies (5,060
cases, composition of 26.7 percent-hit the worst record in
history).
=========
K O R E A
=========
JINRO CO.: Appeal on Receivership Ruling
----------------------------------------
Jinro Co. said on Thursday it had appealed against a court
ruling in favor of Goldman Sachs to put the struggling firm
under receivership, according to Reuters. A court accepted on
Wednesday the U.S. investment bank's application filed last
month after the distiller missed debt repayments.
Goldman Sachs and other foreign investors control more than 30
percent of Jinro's outstanding debt estimated at 1.8 trillion
won ($1.51 billion). Jinro has been under a debt-restructuring
programme since 1998 and was delisted from the Korea Stock
Exchange in January.
JINRO CO.: Union Blocks Off Building
------------------------------------
Following the court decision on May 7 to place Jinro Co. under
receivership procedures, union members of the soju distiller on
Thursday morning obstructed the court-appointed trustee for the
bankruptcy from entering the Company office in Seocho-dong,
southern Seoul, at about 10:40 a.m., according to Digital
Chosun. The union members continued their demonstration in front
of the head office later in the afternoon, defying the court's
ruling the previous day.
Along with the decision on Wednesday, the court appointed Lee
Won, a former Hyundai Asan official in charge of building an
industrial complex in Kaesong, North Korea, to take control of
the management of the distillery on behalf of the court. As the
union members' walkout continued for the second straight day on
Thursday, the firm's production of its popular soju brand,
Chamiseul, has been suspended, leading some to worry that the
supply of the popular soju would soon be depleted.
Jinro is South Korea's oldest soju maker and controls over 50
percent of the domestic market. Although its soju operations
have been consistently profitable, the firm got into financial
trouble in 1997 after jumping into unrelated business lines,
including construction.
SK SECURITIES: Audit Reports Over 50% Capital Impaired
------------------------------------------------------
SK Securities has had over half of its paid-in capital eroded by
losses for two consecutive years, the Korea Herald reported
Friday, citing a recent audit report. The listed firm's poor
financial structure qualifies it to be delisted from the Korea
Stock Exchange according to the main bourse's listing criteria,
which were tightened in December.
On Tuesday, the Company announced its plan for capital reduction
at a 5 to 1 ratio, which will cut its paid-in capital from 810.1
billion won ($677.8 million) to 162 billion won. The company
said that the reduction surplus would be used to compensate its
accumulated financial losses.
Meanwhile, the Korea Times reported that in 2002, SK Securities
reported a net loss of 99 billion won, up 467 percent from the
previous fiscal year, due to losses from the call option deal
with J.P Morgan concerning SK Global Asia-Pacific and SK Global
America.
===============
M A L A Y S I A
===============
CELCOM (MALAYSIA): PwC Replaces Arthur Andersen as Auditors
-----------------------------------------------------------
The Board of Directors of Celcom (Malaysia) Berhad is pleased to
announce that the shareholders of Celcom had, at the 15th Annual
General Meeting (AGM) held at the Grand Ballroom, Level 2, Hotel
Nikko Kuala Lumpur, 165 Jalan Ampang, 50450 Kuala Lumpur on
Tuesday, 13 May 2003 at 10:00 a.m. APPROVED the appointment of
Messrs PricewaterhouseCoopers (PwC) as Auditors of the Company
in place of the retiring Auditors, Messrs Arthur Andersen & Co.,
to hold office until the conclusion of the next Annual General
Meeting at a remuneration to be determined by the Directors.
CELCOM (MALAYSIA): Shareholders Approve All Resolutions at AGM
--------------------------------------------------------------
The Board of Directors of Celcom (Malaysia) Berhad is pleased to
announce that the shareholders of Celcom had, at the 15th Annual
General Meeting (AGM) held at the Grand Ballroom, Level 2, Hotel
Nikko Kuala Lumpur, 165 Jalan Ampang, 50450 Kuala Lumpur on
Tuesday, 13 May 2003 at 10:00 a.m. APPROVED all Ordinary
Resolutions (except for Ordinary Resolutions No. 2 and 11 which
had been withdrawn) under the Ordinary Business and Special
Business as prescribed in the notice convening the AGM contained
in the 2002 Annual Report.
Wrights Investors' Service reports that at the end of 2002,
Celcom (Malaysia) Bhd had negative working capital, as current
liabilities were RM996.02 million while total current assets
were only RM956.53 million. The company has paid no dividend
during the last 12 months.
CONCRETE ENGINEERING: Hires Naaim as Audit Committee Member
-----------------------------------------------------------
Concrete Engineering Products Berhad posted this Change in Audit
Committee Notice:
Date of change : 12/05/2003
Type of change : Appointment
Designation : Member of Audit Committee
Directorate : Non Independent & Non Executive
Name : ABDUL KHUDUS BIN MOHD NAAIM
Age : 49
Nationality : MALAYSIAN
Qualifications : ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS
Working experience and occupation:
1. OCT 1999-TODATE - PARTNER, KS & ASSOCIATES
2. JAN 1997-SEPT 1999 - PARTNER, SAHIR KAMAL & MOHD NOH
3. JUL 1993-DEC 1996 - DIRECTOR OF CORPORATE AFFAIRS, EMILE
WOOLF GROUP OF COLLEGES
4. JAN 1986-JUNE 1993 - SENIOR FINANCE MANAGER, SYARIKAT TAKAFUL
MALAYSIA BERHAD
5. JAN 1985-DEC 1985 - SENIOR ACCOUNTANT, ISLAMIC FINANCE HOUSE
plc
6. JUL 1980-DEC 1984 - AUDIT SENIOR, RAMOSS JASSEN & PARTNERS
7. JAN 1976-DEC 1976 - ARTHUR YOUNG & CO
Directorship of public companies (if any) : INCH KENNETH KAJANG
RUBBER PUBLIC LIMITED COMPANY
Family relationship with any director and/or major shareholder
of the listed issuer : NIL
Details of any interest in the securities of the listed issuer
or its subsidiaries : NIL
Composition of Audit Committee (Name and Directorate of members
after change):
1. YB DATUK RUHANIE BIN HAJI AHMAD, CHAIRMAN, INDEPENDENT NON
EXECUTIVE DIRECTOR
2. Y.BHG. DATO' DAUD BIN DAROS, INDEPENDENT & NON EXECUTIVE
DIRECTOR
3. ABDUL KHUDUS BIN MOHD NAAIM, NON INDEPENDENT & NON EXECUTIVE
DIRECTOR
At the end of 2002, Concrete Engineering Products Berhad had
negative working capital, as current liabilities were RM78.68
million while total current assets were only RM50.04 million,
Wrights Investors Service reports.
COUNTRY HEIGHTS: Proposes Renewal of Shareholders' Mandate
----------------------------------------------------------
Pursuant to paragraph 10.09 of the Kuala Lumpur Stock Exchange
Listing Requirements, Country Heights Holdings Bhd had, at the
Annual General Meeting (AGM) held on 15 June 2002, obtained
shareholders' approval for the Company and its subsidiaries to
enter into RRPTs of a revenue or trading nature (The
Shareholders' Mandate). The Shareholders' Mandate shall lapse at
the conclusion of the Company's forthcoming AGM, unless renewal
is obtained.
The Board of Directors of the Company wishes to announce that
the Company intends to seek the shareholders' approval for the
proposed renewal of the Shareholders' Mandate at the forthcoming
AGM (Proposed Renewal).
A circular to Shareholders containing information on the
Proposed Renewal will be sent to the shareholders of the Company
in due course.
The Troubled Company Reporter - Asia Pacific reported on
December 10 last year that the Rating Agency Malaysia Berhad
(RAM) has revised the outlook of the Rating Watch on Country
Heights Holdings Berhad's (CHHB) RM200 million Redeemable Bonds
(1996/2005) (the Bonds) from 'developing' to 'negative'. The
negative outlook reflects the delay in the implementation of
CHHB's proposed initial public offer (IPO) of up to a 49%-
interest in Mines City Hotel Sdn Bhd (MCH). The proceeds were to
have been utilized for the repayment of the Bonds on or before
31 December 2002, when RM50 million falls due according to the
graduated repayment schedule.
CYGAL BERHAD: Appoints Bin Suliman as Executive Chairman
--------------------------------------------------------
Cygal Berhad posted this Change in Boardroom Notice:
Date of change : 09/05/2003
Type of change : Appointment
Designation : Chairman
Directorate : Executive
Name : Dato' Abdul Raman Bin Suliman
Age : 53
Nationality : Malaysian
Qualifications : Bachelor of Art (Honors) Degree, University of
Malaya
Working experience and occupation:
1972 - 1974 (Assistant Secretary to the Public Services
Commission Malaysia, Kuala Lumpur.
1974 - 1976 (Secretary to the Sabah Public Services Commission
and Secretary to the Sarawak Public Services Commission)
1976 - 1978 (Principal Assistant Secretary to the Ministry of
Science, Technology and Environment)
1979 - 1980 (Principal Assistant Secretary to the Penang State
Government)
1980 - 1982 (Principal Assistant Secretary to the Perak State
Government)
1984 - 1987 (Director of Bank Simpanan Nasional)
1 Nov 1985 - 31 Oct 1987 (Director of Lembaga Pertubuhan
Peladang)
1987 (Chairman of Federal Agriculture Marketing Authority
(FAMA))
1982 -1995 (Member of Parliament, Parit Buntar, Perak)
1987 - 1995 (Parliamentary Secretary to the Ministry of Culture,
Art and Tourism, Malaysia)
Nov 1995 - present (Director of Pan Malaysia Corporation Berhad)
16 Feb 2000 - present (Executive Director of Cygal Berhad)
16 Oct 1996 - present (Chairman of PM Securities Sdn Bhd)
16 Feb 2000 - present (Chairman of CG Environmental Systems Sdn
Bhd)
1 April 2003 - present (Chairman of RISDA)
Directorship of public companies (if any) : Pan Malaysia
Corporation Berhad
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
According to Wrights Investors, at the end of 2002, Cygal Berhad
had negative working capital, as current liabilities were
RM392.98 million while total current assets were only RM209.00
million. It also reported losses during the previous 12 months
and has not paid any dividend during the previous 3 fiscal
years.
DAMANSARA REALTY: Hires Alternate Director
------------------------------------------
Damansara Realty Bhd posted this notice:
Date of change : 08/05/2003
Type of change : Appointment
Designation : Alternate Director
Directorate : Non Independent & Non Executive
Name : Jamaludin bin Md Ali
Age : 44
Nationality : Malaysian
Qualifications : Bachelor of Economics (Honours), University of
Malaya, (Kuala Lumpur), Master of Business Administration,
University of Strathclyde (Glasgow, Scotland)
Working experience and occupation:
Chief Operating Officer, Johor Corporation
(January 2001 to date)
Chief Executive Officer, Pelaburan Johor Berhad
(June 1991 - Dec 2000)
Portfolio Manager, Permodalan Nasional Berhad
(Jan 1983 - May 1991)
Corporate Analyst, Malayan Banking berhad
(Mar 1982 - Dec 1982)
Directorship of public companies (if any) : KPJ Healthcare
Berhad, Kulim (Malaysia) Berhad
Family relationship with any director and/or major shareholder
of the listed issuer : -
Details of any interest in the securities of the listed issuer
or its subsidiaries : -
DAMANSARA REALTY: Proposes Shareholders' Mandate
------------------------------------------------
The Board of Directors of Damansara Realty Berhad announced that
the Company intends to seek its shareholders' approval at the
forthcoming Extraordinary General Meeting to be convened for the
proposed renewal and additional shareholders' mandate in respect
of recurrent related party transactions of the Company and its
subsidiaries pursuant to Part E, Paragraph 10.09 of the Listing
Requirements of Kuala Lumpur Stock Exchange (Proposed
Shareholders' Mandate).
The Circular to Shareholders, setting out the details of the
Proposed Shareholders' Mandate, will be sent to the shareholders
of the Company in due course.
On February 10, the Troubled Company Reporter - Asia Pacific
reported that the Company's application on the Proposed
Reconstruction and Restructuring Scheme will be made to the
Securities Commission (SC) and other relevant authorities
on August 5, 2003. For details on the Proposed
Reconstruction and Restructuring Scheme, refer to the Troubled
Company Reporter - Asia Pacific, Friday, August 9, 2002, Vol. 5,
No. 157 issue.
FCW HOLDINGS: June 2 EGM Scheduled
----------------------------------
Notice is hereby given that an Extraordinary General Meeting of
FCW Holdings Berhad will be held at Dewan Berjaya, Bukit Kiara
Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan
Damansara, 60000 Kuala Lumpur on Monday, 2 June 2003 at 11.00
a.m. for the purpose of considering and, if thought fit, passing
the following resolution:
ORDINARY RESOLUTION
PROPOSED RENOUNCEABLE TWO-CALL RIGHTS ISSUE OF 92,886,400 NEW
ORDINARY SHARES OF RM0.50 EACH IN FCW (RIGHTS SHARES) AT AN
ISSUE PRICE OF RM0.50 PER RIGHTS SHARE, WITH A FIRST CALL PRICE
OF RM0.30, PAYABLE IN CASH UPON ACCEPTANCE AND THE SECOND CALL
PRICE OF RM0.20 TO BE CREDITED FROM THE SHARE PREMIUM ACCOUNT,
WITH 92,886,400 NEW DETACHABLE WARRANTS (WARRANTS) FOR FREE, ON
THE BASIS OF ONE (1) RIGHTS SHARE WITH ONE (1) WARRANT FOR EVERY
TWO (2) EXISTING ORDINARY SHARES OF RM0.50 EACH IN FCW (FCW
SHARES) HELD AT A LATER DATE TO BE DETERMINED BY FCW (PROPOSED
RIGHTS ISSUE)
"THAT, subject to all approvals being obtained from the relevant
authorities and the approval-in-principle of the Kuala Lumpur
Stock Exchange (KLSE) being obtained for the admission of
92,886,400 Warrants to the Official List of the KLSE and for the
listing of and quotation for 92,886,400 Rights Shares and
92,886,400 Warrants to be issued hereunder and 92,886,400 new
FCW Shares to be issued pursuant to the exercise of the
Warrants, the Directors of the Company be and are hereby
authorized to:
(a) allot (whether provisional or otherwise) and issue by way
of a rights issue to the registered shareholders of the Company
whose names appear in the Record of Depositors at the close of
business on an entitlement date to be determined by the
Directors of the Company or their renouncees, 92,886,400 Rights
Shares at an issue price of RM0.50 per Rights Share, with a
first call price of RM0.30, payable in cash upon acceptance and
the second call price of RM0.20 to be credited from the share
premium account which stood at RM28.72 million based on the
latest audited accounts of FCW Group as at 30 June 2002 and
unaudited accounts as at 31 December 2002 respectively, with
92,886,400 Warrants for free, on the basis of one (1) Rights
Share with one (1) Warrant for every two (2) existing FCW Shares
held;
(b) allot and issue 92,886,400 Warrants free of charge, in
registered form and constituted by a deed poll to be executed on
the basis of one (1) Warrant together with one (1) Rights Share
for every two (2) FCW Shares held where each Warrant shall
entitle its holder at any time during the period of ten (10)
years commencing from the date of issue of the Warrants to
subscribe for one (1) new FCW Share at an exercise price of
RM0.50 each, subject to any adjustments in accordance with the
provisions of the deed poll;
(c) allot and issue any such additional Warrants (Additional
Warrants) and new FCW Shares to be issued pursuant to exercise
of the Warrants and Additional Warrants arising from adjustment
as set out in the provisions of the deed poll to be executed;
and
(d) utilize the proceeds from the Proposed Rights Issue for
purposes set out in Section 4 of the Circular to Shareholders
dated 16 May 2003 and to revise the utilization of proceeds from
the Proposed Rights Issue, if required, provide that such
revision affects only less than 25% of the total utilization of
proceeds as approved by the shareholders of the Company;
AND THAT the Rights Shares and new FCW Shares to be issued
pursuant to the exercise of the Warrants or Additional Warrants,
shall, upon allotment and issue, rank pari passu in all respects
with the existing issued and fully paid-up FCW Shares, except
that they shall not be entitled to any dividend, rights,
allotments and/or other distributions, the entitlement date of
which is before the date of allotment of the Rights Shares or
date of allotment of the new FCW Shares arising from the
exercise of the Warrants and Additional Warrants (as the case
may be). For the purpose hereof, entitlement date means the date
as at the close of business on which shareholders of the Company
must be registered in order to participate in any dividend,
rights, allotments or other distributions;
AND THAT any Rights Shares which are not validly taken up or
which are not allotted for any reason whatsoever shall first be
made available for excess shares applications and if
undersubscribed, will be allotted to the underwriter(s);
AND THAT the Directors of the Company be and are hereby
authorized to enter into any instruments as may be required but
not limited to the deed poll for the Warrants and an
underwriting agreement for the underwriting of the Proposed
Rights Issue with such parties and upon such terms and
conditions as the Directors of the Company may decide;
AND THAT no offer documents pertaining to the Proposed Rights
Issue shall be issued or sent to shareholders of the Company
having registered addresses outside Malaysia or who have not
provide an address in Malaysia at which such documents may be
delivered to prior to the entitlement date;
AND FURTHER THAT the Directors of the Company be and are hereby
authorized to give effect to the aforesaid Proposed Rights Issue
with full power to assent to any conditions, modifications,
variations and/or amendments (if any) as may be imposed by any
relevant authorities and to take all such steps as they may deem
necessary or expedient in order to implement, finalize and give
full effect to the Proposed Rights Issue."
FORESWOOD GROUP: Executive Director Ting Kai Hoon Resigns
---------------------------------------------------------
Foreswood Group Berhad posted this Change in Boardroom Notice:
Date of change : 13/05/2003
Type of change : Resignation
Designation : Director
Directorate : Executive
Name : TING KAI HOON
Age : 49
Nationality : MALAYSIAN
Qualifications : ECONOMICS GRADUATE FROM THE SIMON FRASER
UNIVERSITY, CANADA.
Working experience and occupation : He was appointed to the
Board of Foreswood Group Berhad as Executive Director on 1
September, 1996. He has been the Managing Director of Foreswood
Industries Sdn. Bhd. since the Company started its timber
operation in 1989. Prior to 1989, he was responsible for
procurement, cost planning and manpower recruitment with a
construction company.
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : No
Details of any interest in the securities of the listed issuer
or its subsidiaries : 10,000 ordinary shares of RM1.00 each
The Troubled Company Reporter - Asia Pacific reported on
February 25 that the Company is still in the midst of
formulating its financial regularization plans and as such is
unable to make its Requisite Announcement by the stipulated time
frame. It also reported that Public Merchant Bank Berhad has
been appointed as Adviser in relation to the Company's plan to
regularize its financial condition.
GADANG HOLDINGS: FIC Conditionally Approves Proposed ICULS
----------------------------------------------------------
Reference is made to the announcement dated 28 January 2003 in
relation to the Proposed ICULS, comprising:
- Proposed Issuance Of 35,000,000 Of RM1.00 Nominal Value Of
Irredeemable Convertible Unsecured Loan Stocks 2003/2008 (ICULS)
To Danaharta Managers Sdn. Bhd.
- Proposed Issuance Of 3,000,000 Of RM1.00 Nominal Value Of
ICULS To Aseambankers Malaysia Berhad.
Aseambankers Malaysia Berhad, on behalf of Gadang Holdings
Berhad, is pleased to announce that the Foreign Investment
Committee had via its letter dated 5 May 2003 (received on 12
May 2003) approved the Proposed ICULS subject to the condition
that Gadang maintains at least 30.0% Bumiputera equity interest
upon the full conversion of the aforementioned ICULS
Wrights Investors' Service reports that as of May 2002, the
company's long-term debt was RM33.39 million and total
liabilities were Rm176.16 million. The long-term debt to equity
ratio of the company is 1.08. It also reported that Company
booked losses during the previous 12 months and has not paid any
dividend during the previous 3 fiscal years.
PANGLOBAL BERHAD: Discloses Mining Production Figures
-----------------------------------------------------
PanGlobal Berhad wishes to announce that the production volume
of coal of its wholly-owned subsidiary, Global Minerals
(Sarawak) Sdn Bhd for the month of April 2003 was 58,879.08mt.
COMPANY PROFILE
The Group's principal activities include general insurance
business, extraction of logs, sawmilling and manufacturing of
veneer, coal mining, property investment and development, rental
of office and commercial premises and operation of hotel
apartments.
The Company was originally a housing developer. In 1966, the
Company disposed of these activities and entered into the towel
and yarn manufacturing business. Over the years, the Company
diversified its activities into property development, computers
and insurance. The Company maintains its insurance operations
through PanGlobal Insurance Bhd, with head office in Kuala
Lumpur and branches in 12 states. It transferred its towel
manufacturing operations to one of its subsidiaries in 1987,
thus becoming a purely investment holding company. Subsequently,
the Company, in 1994, disposed of its property development
division and computer division and, in 1995, its textile
operations.
Following this, the Company became involved in timber extraction
and related activities and operation of a coal mine. Both
activities are carried out in Sarawak.
An affected listed issuer under Practice Note 4/2001 of KLSE's
Listing Requirements, the Company has submitted a proposed
composite scheme of debt arrangement to the SC and the relevant
authorities. The proposals are awaiting approval from SC, the
High Court of Malaya and shareholders. A Restraining Order under
Section 176 of the Companies Act, 1965, granted to PanGlobal
together with four of its subsidiaries (PanGlobal Properties Sdn
Bhd, Menara PanGlobal Sdn Bhd, Global Minerals (Sarawak) Sdn Bhd
and Limbang Trading (Limbang) Sdn Bhd) has been extended to 15
November 2002. This Restraining Order affects only banking
creditors.
CONTACT INFORMATION: Level 27, Menara IMC
8 Jalan Sultan Ismail
50250 Kuala Lumpur
Tel : 03-2019199
Fax : 03-2023977
PETALING GARDEN: Units Placed Under Voluntary Winding-Up
--------------------------------------------------------
The Board of Directors of Petaling Garden Berhad wishes to
announce that pursuant to Section 272(2) of Companies Act, 1965,
the members of Nuri Realty Sdn. Bhd. (Nuri) and Golf-Pro Sales &
Marketing Sdn. Bhd. (Golf-Pro) had on 12 May 2003 held and
passed the resolutions at their respective Final General Meeting
of the Contributories at the Liquidator's Office, Yoong Siew Wah
& Co., No. 12C Jalan Tun H S Lee, 50000 Kuala Lumpur.
Nuri and Golf-Pro are respectively 100% owned subsidiary and 49%
owned associated company of Lanjut Golf Resorts Sdn. Bhd., which
is in turn a 56.31% owned subsidiary of Petaling Garden Berhad.
Following the Members' Voluntary Winding-up of Nuri and Golf-
Pro, these 2 companies will ceased to be the subsidiary and
associated company of Petaling Garden Berhad with effect from 12
May 2003.
SELOGA HOLDINGS: Obtains Proposals Implementation Time Extension
----------------------------------------------------------------
Seloga Holdings Berhad refers to the announcement dated March 28
in relation Proposals, which comprises the following:
* Two-Call Rights Issue;
* Restricted Issue;
* Settlement of Joint Venture;
* Debt Settlement Scheme;
* Segi-Seloga Jaya JV; and
* ESOS.
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of the Company, wishes to
announce that the Company has obtained the approval of the
Securities Commission for an extension of time of two(2) months
to 23 June 2003 for the implementation of the Proposals.
SERISAR INDUSTRIES: Explains Differences in Results
---------------------------------------------------
Serisar Industries Berhad refers to the Audited Financial
Statements for the year ended 31 December 2002 (AFS) and the
unaudited quarterly results for the financial period ended 31
December 2002 (QR), which was announced to the Exchange on 28
February 2002 and 14 April 2003.
The Serisar Industries Bhd.'s group results as per the AFS
recorded a loss after taxation of RM20.028 million as compared
to the QR, which recorded a loss after taxation of RM10.195
million. The difference between the results of the QR and the
AFS is approximately RM9.833 million which is due to the
following reasons:
(i) Doubtful debts on receivables, which amounted to an
additional RM9.515 million, were provided for in the AFS. As a
result of the unfavorable timber market and depressed prices for
timber and timber related products throughout Asia since the
financial crisis in the year 1997, many of the Group's buyers
were adversely affected and are facing financial difficulties
leading to their inability to settle their outstanding balances
despite efforts made by the management to collect these
outstanding debts with the Group. The Board of Directors,
therefore, considered it prudent to make this provision in the
AFS.
(ii) The remaining differences are mainly due to additional
expenses accrued for in the AFS.
At the end of 2002, Serisar Industries Berhad had negative
working capital, as current liabilities were RM39.65 million
while total current assets were only RM33.35 million, Wrights
Investors' Service reports.
=====================
P H I L I P P I N E S
=====================
BACNOTAN CONSOLIDATED: Widens 1Q03 Losses to Php43.25M
------------------------------------------------------
Cement firm Bacnotan Consolidated Industries, Inc. said its net
loss ballooned by almost 600 percent to 43.25 million pesos
(US$829,657) in the first quarter of this year, due to a hike in
operating expenses, according to Business World. The Company
posted a net loss of 6.196 million pesos in the same period a
year ago.
Bacnotan Consolidated Industries Incorporated (BCII)
manufactures and markets of clinker, cement and concrete
products; manufacture of steel products and reinforced steel
bars; investment holding in the paper and packaging industry,
power, banking and financing businesses; and property
development.
MANILA ELECTRIC: Blames High Court Ruling For PhP325-M Net Loss
---------------------------------------------------------------
Blaming a Supreme Court (SC) order to cut its rates by 16.7
centavos per kilowatt-hour (kWh) and refund overcharges
collected since 1994, Manila Electric Company (Meralco) reported
a first quarter net loss of 325.05 million pesos (US$6.235
million), reports the Business World. As this developed, the
Department of Energy (DoE) wants the Energy Regulatory
Commission (ERC) to direct Meralco to establish an escrow
account for unclaimed refunds as the utility prepares to
implement the initial phase of the scheme in June.
In a disclosure to the Philippine Stock Exchange, Meralco
attributed to loss to the SC directive to reduce rates by 16.7
centavos consistent with the court's decision to disallow the
inclusion of income taxes in the computation of operating
expenses. The first quarter loss came even as the firm
registered higher operating revenues amounting to 31.2 billion
pesos, up 7.1 percent from the 29.1 billion pesos realized
during the first quarter of 2002.
MANILA ELECTRIC: Confident of Getting Another Waiver
----------------------------------------------------
The Manila Electric Co. (Meralco) is confident that it could get
another reprieve from its creditors Asian Development Bank (ADB)
and the World Bank (WB), the Philippine Star said on Friday. Of
the P32-billion total debts of Meralco as of end-2002, about 80
percent or P24 billion is owed to both banks. This coming
September to October, Meralco is scheduled to pay some $43
million in maturing long-term debts.
"We have been asking them (ADB and WB) to waive our covenant.
With these developments, maybe they could still give us a waiver
for another year," Meralco chief finance officer Daniel Tagaza
said. Meralco utility economics head Yvanna dela Pe¤a said they
met with ADB officials early this week to negotiate for another
waiver. "We just told them that we will be communicating the
results of our first quarter operations within next week," she
said.
Meralco's return-on-rate-base (RORB), which is a measure of the
Company's profitability, started to deteriorate in 2000 due to
failure to get approval from the ERC for its 30-centavo basic
rate. It submitted its application for a rate hike in April
2000.
MANILA ELECTRIC: S&P Lowers Rating to CCC, Outlook Negative
-----------------------------------------------------------
Standard & Poor's Rating Services said it lowered its foreign
currency rating on Manila Electric Co to CCC from B-, with the
outlook described as "negative". The rating action reflects
Standard & Poor's concerns that Meralco will not be able to meet
financial obligations totaling upwards of Philippine peso (PhP)
12 billion due in 2003.
Mary Ellen Olson, Director of Corporate and Infrastructure
ratings for Standard & Poor's, said, "Meralco's cash balances
are currently estimated at about PhP5 billion against cash
outflows that will exceed PhP12 billion in 2003. The Company
expects to refinance short-term debt due and to secure a rate
increase to offset rising financial obligations. We cannot be
sure that these favorable developments will occur."
Standard & Poor's said that at the core of immediate concerns
about Meralco's liquidity position is the question of whether
the Company will be able to roll over or term out short-term
debt due in July 2003. Earlier this month, lenders extended the
maturity on Meralco's short-term debt for 90 days and agreed to
term out the debt if Meralco was successful in securing a rate
increase and if the Company provides security for the
refinancing under the Company's mortgage trust indenture (MTI).
Meralco is in the process of obtaining authorization to secure
the loans under the MTI. The Company is still awaiting a
response from the Philippine Energy Regulatory Commission
regarding a rate increase.
The rating action follows the commission's approval on May 12,
2003, of Meralco's plan for refunding PhP1.6 billion to
customers consuming 100 kilowatt-hours (kWh) or less per month.
Meralco submitted its plan to the commission in response to a
final ruling by the Philippine Supreme Court on April 30, 2003
that Meralco refund customers PhP0.167 per kWh in respect of
consumption dating back to February 1994. Under Meralco's plan,
an average one-time refund of PhP700 per customer will be
implemented in June 2003. This refund, in conjunction with
Meralco's heavy debt burden, will materially stress liquidity
and could make it difficult for the Company to meet its
financial commitments during the year. The Company is expecting
a rate increase from the commission to counter the impact of the
refund. However, Ms. Olson said, "The magnitude and timing of a
rate increase, if awarded, cannot be assured. There is also
likely to be some public debate regarding any rate increase for
Meralco, which could delay the implementation of the rate
increase."
Beyond the next three months, Meralco is expected to continue to
experience tight liquidity as it tackles the second phase of the
customer refund. The second phase, which applies to industrial
and commercial customers, should be submitted to the commission
before the end of May 2003 and is estimated to cost Meralco
about PhP28 billion.
Meralco estimates that the refund will require an additional
PhP3 billion in cash flow each year over the nine-year
implementation period. In the absence of a rate increase,
operating deficits of PhP4 billion in 2003 and PhP8.5 billion in
2004 are projected. Standard & Poor's expects that the
commission's ruling on the remaining PhP28 billion refund could
occur before the end of the second quarter of 2003.
MANILA ELECTRIC: Widens 1Q03 Net Loss to P325Mln
------------------------------------------------
Manila Electric Co. said its net loss for the first quarter to
March widened to 325 million pesos from 72.8 million a year
earlier, AFX Asia said on Thursday. Meralco will begin refunding
from June overcharges dating back to 1994 to its more than 3.0
million customers. It expects the refund to cost some 30.5
billion pesos.
The Supreme Court and the Energy Regulatory Commission (ERC)
have also ordered Meralco to stop overcharging its customers by
0.167 pesos per kilowatt/hour. Meralco said operating expenses
went up 10.4 percent to 30.5 billion pesos from 27.6 billion a
year earlier due to increase in purchased power volume,
operations and maintenance expenses, depreciation and
amortization, as well as increases in franchise taxes.
PHILIPPINE LONG: Tops Earnings Forecast With 58% Growth in Q1
-------------------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) booked a
consolidated net income of 2.5 billion pesos during the first
quarter this year, versus a 1.6 billion pesos income in the same
period last year, the Philippine Star said Friday. PLDT
President and Chief Executive Officer Manuel V. Pangilinan said
the Company could probably resume payment of dividend to its
shareholders by the first half of 2005.
"Between 2002 and 2004, we will be focusing on reducing our
debts. Payment of dividend is likewise not allowed under certain
debt covenants," he revealed.
Pangilinan said that the management remains focused on
aggressively reducing debt. In the first quarter of 2003, PLDT
reduced its total fixed line debts by $50 million using
internally generated cash flow. Another $50 million in principal
will retire during the second quarter.
DebtTraders reports that Philippine Long Distance and Telephone
Co.'s 11.375 percent convertible bond due in 2012 (CSM06SGN1)
trades between 106.5 and 108.5. For real-time bond pricing, go
to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1
VITARICH CORPORATION: Aims to Restructure P2.5Bln Debts
-------------------------------------------------------
Vitarich Corporation has asked creditor banks to reduce interest
rates and lengthen repayment terms for some 2.5 billion worth of
debts, AFX Asia reported Thursday. The Company is renegotiating
the terms of its 2001 restructuring deal with creditors.
Vitarich reported a first quarter to March net loss of 231.79
million pesos from 174.65 million a year earlier. It cited the
decline in local chicken prices as the reason behind the losses.
Animal Feeds and Poultry Vitarich was incorporated and organized
in the Philippines in 1962. The Company produces all of the feed
requirements for its poultry operations and for commercial
sales. It also produces hog, aqua, and other specialty feeds.
The Vitarich is also into the production of animal health
products for its own use and for outside sales. The Company is
one of the country's pioneer in commercial layer feeds, hog
feeds, floating fish feeds, prawn feeds and other specialty
feeds.
=================
S I N G A P O R E
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DATACRAFT ASIA: Unveils 1HFY03 Results
--------------------------------------
Datacraft Asia's results were in line with expectations, Kelive
reports. Net loss of US$15.5m was in line with their forecast of
US$16 million. This was after one-off charge of $11.7 million.
Excluding one-off items, the group still turned in a loss of
US$3.6 million largely due to below breakeven revenue run-rate
and fallen margins. Book value after write-down stood at
US$0.35/share.
Outlook remains bleak with SARS expected to impact operations in
China, HK, Taiwan and Singapore. Pending the analysts' briefing
later, we are keeping our full-year forecast of net loss $7.3
million. Maintain SELL.
SEATOWN CORPORATION: Court Rejects Stay Proceedings
---------------------------------------------------
Further to the announcement issued by the Board of Directors of
Seatown Corporation Ltd. on 21 April 2003, the High Court of
Singapore has rejected the application by Tri-Mix Pte Ltd (Tri-
Mix), its wholly owned subsidiary, to stay certain proceedings
against it under Section 210(10) of the Companies Act, Cap. 50
of the Singapore Statutes (the Act) on 30 April 2003.
On 8 May 2003, Tri-Mix filed a petition in the Singapore High
Court for an order that Tri-Mix be placed in judicial
management. The petition will be scheduled on 27 June 2003.
===============
T H A I L A N D
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PAE (THAILAND): SET Suspends Securities Trading
-----------------------------------------------
PAE (Thailand) Public Company Limited (PAE) already publicly
submitted to the Stock Exchange of Thailand its reviewed
quarterly financial statements for the period ending March
31,2003. Since its auditors was unable to reach a conclusion as
a result of his review of financial statements, this could be
considered that PAE's financial statements do not reflect its
actual business performance. Hence, the Securities and Exchange
Commission (SEC) would require the amendment of its financial
statements.
As a result, the SET has posted `SP' sign for suspended trading
on its securities for the second trading session of May 14, 2003
to enable shareholders and general investors to have sufficient
time to scrutinize the auditor's report relating to the results
in financial statements, including the companies' clarification
as a whole.
SAHAMITR PRESSURE: Explains Actual, Projection Variance
-------------------------------------------------------
In relation to the Company's submission of the Rehabilitation
Plan in solving causes of being delisted as a listed company
from the Stock Exchange of Thailand (SET) and following to the
regulations of the SET regarding rules, conditions and
procedures of listing and delisting (No. 7) notified on 15
January 1997.
ABN AMRO Asia Securities Plc., as the Financial Advisor of
Sahamitr Pressure Container Public Company Limited, submitted
the first quarter performance comparing to the financial
projection, as follows:
1. Net Sales
In Q1/2003, the Company's domestic sales and export sale was
61.78% and 60.91% higher than the projection resulting in the
Company's total sales of Bt420.48 million which was Bt160.96
million or 62.02% higher than projected total sales due to the
following:
1.1 Company's unit sale in domestic was 110,330 units or
85.13% higher than projection as a result of the government's
policy of disposal of substandard cylinder stimulated in 2002.
1.2 Company's unit sale for export was 563,073 units or
186.20% higher than projection. This was mainly due to the
export sale of 646,842 units to a Company's new customer.
1.3 Despite the increasing of sales in units, the average
selling price was Bt227.36 per unit less than projection. This
was due to the lower than projection in selling price per unit
of both domestic and export at Bt64.97 and Bt279.09 respectively
resulting from smaller of sale-size.
2. Cost of Sales
The actual cost of sales was Bt354.94 million, which was
Bt165.90 million or 87.76% higher than the projection at
Bt189.04 million due to the following:
2.1 The increasing number of units sold making cost of sales
was Bt218.78 million higher than projection
2.2 The average selling price per unit was 27.97% lower than
projection making actual cost of sale was Bt52.88 million lower
than projection resulting from smaller of sale-size.
3. Selling and Administrative Expenses
The actual selling and administration expenses at Bt60.58
million were Bt1.89 million or 3.22% higher than projection. The
causes of different are as follows:
3.1 Lower than the projection of transportation at the amount
of Bt9.47 million as most of export selling price did not
include transportation cost (FOB)
3.2 Personal and other expenses was Bt7.06 million higher
than the projection
3.3 Reserve for loan repayment at Bt4.31 million as a
guarantor of related company according to Debt Restructuring
Agreement dated 29 June 2001
4. Interest Expense
Actual interest expenses at Bt1.57 million which was Bt1.51
million higher than the projection was mainly due to interest
incurred from Company's debt refinancing and interest from loan
for working capital.
5. Income Tax
Company had no income tax expenses because of the utilization of
tax loss carry forwards.
6. Extraordinary Item
Bt6.97 million gain from debt repurchase was the result of
Company's refinancing its existing debt at 30% discount plus
forgiveness of accrued interest incurred from those refinanced
principal.
SIKARIN PUBLIC: Granting Bt8M Loan to Corporate Partner
------------------------------------------------------
According to the Board Committee Meeting of Sikarin Public Co.,
Ltd. On no. 2/2003. Surgitec Co., Ltd. is approved to get the
Financial support from Sikarin Public Co., Ltd. Since 2000,
Surgitec Co., Ltd. was authorized to provide and supply
medicines to Sikarin Hospital. Up to now, the agreement is
terminated, but the obligation still committed as an account
payable amounting to Bt8.3 millions. Unfortunately, Sergitec
Co., Ltd. could not pay such amount as the company lack of the
liquidity.
In order to maintain the trade creditability and avoid the
effect that might be happened from the process of procument,
Sikarin Public Co., Ltd. is willing to approve the loan
amounting to Bt8 millions with the interest 10% per annum to
Surgitec Co., Ltd. On the other hand, Sikarin Public Co., Ltd.
will pay debt by monthly on behalf of Surgitec to the debtor.
Pertaining to the financial support agreement between Sikarin
Public Co., Ltd. and Surgitec Co., Ltd. dated February 24,
2003. Surgitec Co., Ltd. is required to pay back amounting to
Bt800,000 per month within 10 months period in which the 10
posted cheques will be arranged and the last cheque will be
ended on December 30, 2003.
THAI CANE: Widens Q103 Net Loss to Bt38.02M
-------------------------------------------
Thai Cane Paper Public Company Limited (TCP)'s auditor has
reviewed its financial statements for a period ended March 31,
2003. TCP posted a net loss of Bt38.02 million, an increase of
53.52%, which increased from a net loss of Bt24.76 million
during the same period of last year. The increases were mainly
due to:
1. Revenue from sale increased to Bt934.51 million in 1Q2003
from Bt701.17 million in 1Q2002, or an increase of 33.28%. In
addition, as at the end of 1Q2003, the costs of sale dropped to
82.61% of revenue from sale from 85.27% of revenue from sale of
the same period of last year.
2. The Company's selling and administrative expenses
increased 46% year-on-year due to the recognition of Bt20
million financial advisor and due diligence fees for acquiring
new strategic investor as part of the debt restructuring
agreement's condition with the Thai Asset Management Corporation
(TAMC).
3. In addition, the Company also recorded all the off-book
debts as expense in the amount of Bt259.94 million as allowance
for doubtful accounts expense.
4. The Company posted Bt217.58 million gain on debt
restructuring which was a gain from the reduction of 50% loan
principals of all unsecured financial creditors.
Below is TCP's reviewed quarterly financial statement:
THAI CANE PAPER PLC.
Reviewed
Ending March 31, (In thousands)
Quarter 1
2003 2002
Net profit (loss) (38,015) (24,762)
EPS (baht) (0.25) (0.16)
THAI WAH: Explains Decrease of Shareholders' Equity
---------------------------------------------------
Thai Wah Group Planner Co., Ltd. as the Plan Administrator of
Thai Wah Public Co., Ltd., offered explanation for the decrease
of shareholders' equity of Bt806 million as compared between the
balances as at March 31, 2003 and December 31, 2002, as follows:
1. The decrease of shareholders' equity of Bt900 million is
due to the changing of accounting method, from investments in
associates accounted for under the equity method to fair value,
since the plan administrator, who has the responsibility for the
revise of debt restructuring plan of the company, intends to
offer a plan for disposing of those investments in associates
within the next 1-3 years.
As the above reason, the company has to change the accounting
method for recording the values of investments in associates in
accordance with the Thai Accounting Standard No. 40 "Accounting
for Certain Investments in Debt and Equity Securities" issued by
Institute of Certified Accountant and Auditor of Thailand,
effective on or after January 1, 1999.
Investments in associates affected by changing in accounting
record as mentioned above comprise the investments in Thai Wah
Food Products Public Company Limited of 4,320,900 shares and
Laguna Resorts & Hotels Public Company Limited of 29,447,324
shares, which were previously accounted for under the equity
method amounting to Bt284 million and Bt2,088 million,
respectively. But those investments were reclassified
as the long-term available-for-sale investments with the fair
value in the balance sheet as at March 31, 2003 in the amount of
Bt324 million and Bt1,148 million, respectively. The changing of
accounting record mentioned above has the effect of decline in
values of investments in both shares totally Bt900 million.
2. The increase of shareholders' equity of Bt122 million is due
to the net profit for the three-month period ended March 31,
2003. The net profit is mainly from shares of profit of
investments in associates accounted for under the equity method
of Thai Wah Food Products Public Company Limited and Laguna
Resorts & Hotels Public Company Limited amounting to Bt87
million and gain on exchange rate of Bt44 million.
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.
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