/raid1/www/Hosts/bankrupt/TCRAP_Public/030528.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
Wednesday, May 28 2003, Vol. 6, No. 104
Headlines
A U S T R A L I A
AMP SHOPPING: Centro Calls on Life to Accept Panel Decision
ARISTOCRAT LEISURE: Foresees 20% Plunge in Revenues
CHAOS GROUP: June 26 General Meeting Scheduled
COBRA RESOURCES: Settles Debt
COBRA RESOURCES: Takeovers Panel Makes Orders in Proceedings
COLES MYER: Enters Alliance With Shell
COLES MYER: Posts Shell Alliance Fact Sheets
COLES MYER: Reaches Theo's Liquor (NSW) Settlement
GOODMAN FIELDER: Posts BPC's Compulsory Acquisition Letter
QUIKTRAK NETWORKS: Director Damelian Resigns
SOUTHCORP LIMITED: Cancels Options
VOICENET (AUST): Acquires Microgenix Project
WEST OIL: Rationalizes Timor Sea Assets; Consolidates Shares
WILLHART LIMITED: General Meeting Set on June 25
C H I N A & H O N G K O N G
CHI HUNG: Winding Up Hearing Scheduled in June
EXPRESS BUILDERS: Winding Up Petition Pending
GOLDEN WEALTHY: Faces Winding Up Petition
GREATWALL CYBER: June 2 Board Meeting Postponed
NAM FONG: 2002 Net Loss Narrows to HK$188.083M
SHARP GOOD: Hearing of Winding Up Petition Set
TOMORROW INT'L: Capital Reorganization Circular Dispatched
TOMORROW INT'L: Hires Agent for Trading Arrangements
I N D O N E S I A
ASIA PULP: Debt to Equity Conversion Requires 67% Vote
J A P A N
DAIEI INC.: Creditor OK's Sale of Baseball Team
ISUZU MOTORS: Widens FY02 Net Loss to Y144.3B
KUMAGAI GUMI: Posts FY02 Net Loss of Y295.9B
MITSUBISHI TOKYO: Liquidates Australian Unit
RESONA HOLDINGS: No Summer Bonus For Employees
RESONA HOLDINGS: Posts Y837.6B Full-year Loss
SUMITOMO TRUST: Widens 2002 Net Loss to Y72.97B
K O R E A
SK CORPORATION: S&P Places Rating on Creditwatch Negative
SK GLOBAL: Audit Unveils Bond and Export Bills Worth W2.9Tr
SK GLOBAL: Creditors List Bail Out Conditions
SK GLOBAL: Creditors Threaten Liquidation
M A L A Y S I A
ANCOM BERHAD: Seeks Mandatory General Offer Waiver
BRISDALE HOLDINGS: Gets KLSE's Public Reprimand for Breach of LR
COUNTRY HEIGHTS: Unit's Receiver & Manager Discharged
GENERAL SOIL: Inks Restructuring Agreement With KTI Vendors
GULA PERAK: SC Extends Debt Restructuring Completion Time
PROMET BERHAD: Proposes Revised Restructuring Agreement
SATERAS RESOURCES: Winding Up Petition Served Against Unit
SETEGAP BERHAD: Issues Unit's Winding Up Petition Info
SRIWANI HOLDINGS: Enters Memorandum of Understanding With APSB
TAIPING SUPER: SC Notes Proposed Rights Issue Revisions
TONGKAH HOLDINGS: Disposes Quoted Securities
TONGKAH HOLDINGS: Summons Won't Affect Scheme Implementation
P H I L I P P I N E S
FIRST PHILIPPINE: PhilRatings Rates LTCP's to PRS Baa
MANILA ELECTRIC: Offers P2.7B Refund Starting November
MANILA ELECTRIC: Opportunity for Overseas Investors Unlikely
NATIONAL BANK: PDIC President to Replace Nazareno as Director
NATIONAL POWER: Power Demand Surge Lifts Q1 Sales
NATIONAL POWER: PSALM Firms Up Talks With Creditors
UNIWIDE GROUP: SEC Names New Rehab Receiver
S I N G A P O R E
ASIA PULP: Creditors Agree On Default Protection
ASIA PULP: Preliminary Agreement Set to Be Signed This Week
NEPTUNE ORIENT: Posts Profit for Q1 2003
SEATOWN CORPORATION: Places Unit Under Judicial Management
T H A I L A N D
ABICO HOLDINGS: Explains Why Auditor Did Not Reach Conclusion
SIAM SYNTEC: SET Grants Additional Listed Securities
THAI ENGINE: Securities Trading Still Suspended
* SET Suspends Companies for Failure to Submit F/S
- - - - - - - -
=================
A U S T R A L I A
=================
AMP SHOPPING: Centro Calls on Life to Accept Panel Decision
-----------------------------------------------------------
Centro Properties Group (Centro) responded on Monday to the
Takeovers Review Panel decision that reaffirms the initial
decision to prevent AMP Life from exercising any pre-emptive
rights over the interests held by AMP Shopping Centre Trust
(ART) in five major shopping centers.
Centro Chairman, Mr Brian Healey, said, "We are pleased that the
Review Panel has confirmed the orders made by the Takeovers
Panel on 13 May and consider that this decision should permit
Centro's takeover bid for ART to proceed on its merits. We now
hope that AMP Life, will announce its intention to accept the
Review Panel's decision."
The Review Panel, in Monday's press release, accepted Centro's
submissions that the commercial effects of aspects of the pre-
emption rights, if they exist, are such that they would
effectively deter any takeover bid for ART by any person who
wasn't acceptable to the AMP group. The Review Panel further
found that it was not satisfied that the initial Panel decision
would be unfairly prejudicial to AMP Life.
Andrew Scott, Chief Executive Officer of Centro said "We are
very pleased with this outcome and believe that the decision
affirms the value of all ART unit holder's interests and removes
the uncertainty relating to the specific condition in Centro's
offer."
Centro's bid for ART has been extended to Tuesday 10 June.
CONTACT INFORMATION: Andrew Scott
Chief Executive Officer
Phone: (03) 8847 0033
Mobile: 0419 548 068.
ARISTOCRAT LEISURE: Foresees 20% Plunge in Revenues
---------------------------------------------------
The Directors of Aristocrat Leisure Limited have considered the
results of a comprehensive review by the Company's senior
management of its global financial position.
The Board has also reviewed the operating results for the first
four months of the financial year. Revenue and profit levels for
the first six months of the year will be less than previously
expected.
It is now anticipated that on a global basis revenues will be
down by approximately 15 to 20% and a loss of A$32-37 million
after tax is anticipated (including $28m after tax of one-off
items; these do not include any provision for payments to the
former CEO and CFO).
The Company still expects to pay an interim dividend; however,
it is likely to be at a reduced level compared to the previous
corresponding period.
The company's acting CEO, David Creary, said that despite the
difficulties experienced in the first half of this year,
Aristocrat remained confident about the profit outlook for the
second half of 2003.
"We did expect some challenges in the first half of 2003,
following recent senior management changes. In our review of the
business we have been rigorous in challenging previous
forecasts," he said.
AUSTRALIA
In Australia, Aristocrat's revenue and profits have been
affected by an unexpectedly strong downturn in gaming revenues,
which has impacted negatively on some customers' buying
programs. The Company has increased its market share within
Australia, and continues to generate good profits on stable
gross profit margins. However, the reduced industry spending is
expected to lead to revenues some 20-25% below the previous
corresponding period and profit 30-35% below the previous
corresponding period.
Key factors identified include the effect of harm minimization
policies (including smoking bans and restricted trading hours in
gaming venues) and a general economic downturn, coupled with a
decline in tourism associated with security concerns following
recent international events.
The company has also been affected by delays in receiving
regulatory approvals for new games and products. However, there
has already been an improvement in the flow of approvals in the
June quarter, which Aristocrat expects will have a positive
effect in the second half of 2003. New concepts (Jackpot Deluxe
and Dollar Storm in NSW, Lucky Devils in NSW and Victoria and Mr
Cashman in Queensland) and games (King of the Nile, Wild Ways,
Thai Princess, Atlantis) are expected to drive improved revenue
performance in the second half compared to the first half.
AMERICAS
The results of the recent review, together with problems
previously announced in South America, will have a significant
impact on the financial results for the Americas as a whole. The
company now expects total revenue for the first half of 2003 to
be about 40% less than for the corresponding period last year,
resulting in a segment contribution toss of A$30-40 million.
This segment contribution loss includes one off charges totaling
A$41.8 million before tax, comprising adjustments previously
announced in relation to the South American operations (A$24.2
million before tax), as well as further provisions for inventory
and debtors totaling A$15.0 million before tax, and non-
recurring charges of A$2.6 million before tax.
The Board has reviewed the carrying value of the CDS goodwill
and at this time does not anticipate any writedown. This will
continue to be evaluated on an ongoing basis.
A major contributor to the decline against the previous
corresponding period is the fact that no contribution is
expected from South America, which contributed A$37.5 million
revenue and A$11.4 million segment contribution profit for the
first half of last year.
Mr Creary said sales forecasts for North America had been
reviewed and adjusted to reflect more realistic projections than
were previously adopted.
He said the United States remained a key market for Aristocrat
and the company was now undertaking a consolidation and
rebuilding program, including a reduction in inventories and
outstanding debtors.
Mr Creary said the United States is expected to lift in the
second half of this year. The company has refocused its sales
teams in the US to take maximum advantage of the recent product
approvals and the outstanding performance of some of
Aristocrat's newly released games, MKVI games are performing
well and achieving strung acceptance, and the number of units on
participation increased by 34% to 1,539 during the four months
to 30 April.
OTHER MARKETS
In addition, Aristocrat is continuing to perform well in other
global markets.
Europe - The growth evidenced in Europe last year has continued
in the current half, and strong revenue and profit growth are
forecast for the current half and full year.
New Zealand - Revenue is expected to rise by about 30% in the
first half to June 30, with modest growth expected for the fall
year.
South Africa - Aristocrat is the first company to receive
regulatory approval to participate in trials for the Limited
Payout Market, which is expected to fully open later this year.
Strong revenue and local contribution profit growth during the
first half of the year is expected to be more moderate for the
full year.
Japan - Unit sales and revenue continue to show good growth.
However, changing product mix and higher agents' commissions
compared to the previous corresponding period will result in
local contribution profit remaining flat. Demand for the
company's Kyojin No Hoshi game remains strong.
Mr Creary said Aristocrat remained a sound and solid company. It
was now time to consolidate and move forward to what is expected
to be a much stronger second half for 2003.
EXECUTIVE AND NON-EXECUTIVE APPOINTMENTS
As previously announced, the Board has engaged the executive
search firm Russell Reynolds Associates to assist in the
appointment of a new CEO, CFO and up to three new lion-executive
directors. The search is well underway and a number of
candidates have been identified for each of the positions. A
further update will be provided by the end of June.
On March 20, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services has
affirmed its 'BBB-' rating on the Company and removed it from
CreditWatch with negative implications, where it was placed on
Feb. 9, 2003. The outlook is negative, reflecting Standard &
Poor's concern that Aristocrat's U.S. expansion could further
weaken the company's financial profile, with pricing pressures
and growing working capital requirements likely to affect
margins, returns, and debt levels.
CHAOS GROUP: June 26 General Meeting Scheduled
----------------------------------------------
Notice is given that a General Meeting of shareholders of Chaos
Group Limited (ABN 96 077 206 583) will be held at the offices
of Australian Company Secretaries Pty Ltd, Level 5, 255 George
Street, Sydney, New South Wales on 26 June 2003 at 10:00am
(EST).
AGENDA
The Explanatory Statement, which accompanies and forms part of
this Notice describes the matters to be considered at the
meeting.
BUSINESS
1. RESOLUTION 1 SALE OF ENTERTAINMENT DIVISION
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, subject to and conditional on the due passage of
Resolution 2 and 3, the Company approves the disposal of the
Entertainment Division to a new company to be incorporated and
controlled by Mr Robert Appel, on the terms and conditions set
out in the Explanatory Statement accompanying this Notice."
Short Explanation: Shareholder approval is sought to the
disposal of the Entertainment Division to a company controlled
by Mr Robert Appel (or a company controlled by him) under
Listing Rules 10.1 and 11.2, and Section 208 of the Corporations
Act. Approval is sought because the transferee of the
Entertainment Division is a related party of the Company. In
addition, shareholder approval is sought because the disposal of
the Entertainment Division constitutes the disposal of one of
the Company's main undertakings.
2. RESOLUTION 2 CHANGE OF NAME
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, subject to and conditional on the due passage of
Resolution 1 and 3, for the purposes of Section 157(1) of the
Corporations Act and for all other purposes, the name of the
Company be changed to `Microview Limited' and the constitution
and all other company records be amended accordingly."
Short Explanation: The Company proposes to change its name to
reflect the fact that its Entertainment Division has been sold
and that it is focusing on its Data Management Division,
Microview.
3. RESOLUTION 3 VESTING OF OPTIONS
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That, subject to and conditional on the due passage of
Resolutions 1 and 2, all Options not exercised pursuant to the
Employee Option Plan held by the Terminating Employees are to
vest unconditionally on completion of the Transaction and the
Employee Option Plan and the terms of those Options are amended
accordingly."
Short Explanation: As the Terminating Employees (being those
persons to be transferred to the employ of the purchaser of the
Entertainment Division or who are otherwise terminated) will no
longer be employees of the Company, the Board has agreed that
all Options not yet exercised by them pursuant to the Company's
Employee Option Plan should vest unconditionally. Because the
effect of this is to increase the exercise periods for the
Options, the Company has sought and obtained a waiver from ASX
to Listing Rule 6.23.3.
4. RESOLUTION 4 MODIFICATION OF THE CONSTITUTION
To consider and, if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That, clause 14.5 of the Company's constitution be deleted and
substituted with the words 'In the case of an equality of votes,
the Chairman of the meeting shall have a casting vote, but the
Chairman shall have no casting vote where only 2 Directors are
competent to vote on the question..'"
Short Explanation: The Directors consider that it is appropriate
for the Chairman to have a casting vote in order that any
statement in relation to a question for the Company or the
Directors may be resolved effectively and in a timely manner.
To see fully copy of the Notice of General Meeting, Explanatory
Statement, Independent Expert's Report, and Proxy Form, go to
http://bankrupt.com/misc/TCRAP_CHS0528.pdf.
COBRA RESOURCES: Settles Debt
-----------------------------
Cobra Resources 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
Cobra Resources Limited
ACN or ARBN
97 008 045 083
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 Fully paid ordinary shares
or to be issued
2. Number of securities issued 3,906,250 shares
or to be issued (if known)
or maximum number which
may be issued
3. Principal terms of the securities Fully paid ordinary shares
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible securities,
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 $0.00256 per share
6. Purpose of the issue (if Settlement of Debt
issued as consideration for
the acquisition of assets,
clearly identify those
assets)
7. Dates of entering securities 23/05/2003
into uncertified holdings
or dispatch of certificates
NUMBER CLASS
8. Number and class of all 250,732,272 fully paid ordinary
securities quoted on shares
ASX (including the 56,906,944 30/06/2004 options to
securities in clause acquire fully paid
2 if applicable) ordinary shares
exercisable at 10 cents
NUMBER CLASS
9. Number and class of all - -
securities not quoted
on ASX (including the
securities in 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
Items 11 to 33 are Not Applicable
PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for
quotation of securities
34. Type of securities (tick one)
(a) X Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed
period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities
issued on expiry or conversion of convertible securities
Entities that have Ticked Box 34(a)
Additional Securities Forming a New Class of Securities
(If the additional securities do not form a new class, go to
43)
Tick to indicate you are providing the information or
documents
35. If the securities are equity securities, the names of
the 20 largest holders of the additional securities,
and the number and percentage of additional securities
held by those holders
36. If the securities are equity securities, a distribution
schedule of the additional securities setting out the
number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
37. A copy of any trust deed for the additional securities
(now go to 43)
Entities that have Ticked Box 34 (b)
Items 38 to 42 are Not Applicable
ALL ENTITIES
Fees
43. Payment method (tick one)
X Cheque to be provided
Electronic payment made
Note: Payment may be made electronically if Appendix 3B
is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been
arranged
Note: Arrangements can be made for employee incentive
schemes that involve frequent issues of securities.
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 provided 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.
COBRA RESOURCES: Takeovers Panel Makes Orders in Proceedings
------------------------------------------------------------
The Panel advised that it has on Friday made orders in the
proceedings in relation to Cobra Resources Limited.
Mr. Terry Stephens has agreed to consent orders from the Panel
that he not proceed with the takeover, which he announced on 28
April 2003 and 5 May 2003. The orders result from an application
from the Australian Securities and Investments Commission on 16
May 2003.
The Panel considered that the confusion which Mr. Stephens'
announcements had caused in the market for Cobra shares, which
was largely due to his failure to seek qualified advice prior to
making his announcements, and then subsequently when ASIC
advised him of deficiencies in his announcements, caused
unacceptable circumstances in relation to the affairs of Cobra.
The Panel said that in the interest of efficient, competitive
and informed markets, persons announcing or commencing public
takeovers will normally require proper, experienced advice.
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
CORPORATIONS ACT 2001
SECTIONS 657A AND 657D
DECLARATION AND ORDERS
In the matter of Cobra Resources Limited the Panel finds that:
A. On 28 April 2003 Mr. Terry Stephens gave a notice (Notice) to
Cobra Resources Limited (Cobra) of his intention to make a
takeover bid for all of the shares in Cobra (Bid);
B. The Notice was released by Cobra to Australian Stock Exchange
Limited (ASX);
C. On or about 7 May 2003 a document from Mr. Stephens entitled
`Bidder's Statement,' setting out the Bid referred to in the
Notice, was given to Cobra. Cobra then released that document to
ASX;
D. It is likely that the Notice and Bidder's Statement
contravened various sections of Chapter 6 of the Corporations
Act (Act);
E. In particular the Bidder's Statement did not address the
issues required by section 636 of the Act;
F. The Notice and Bidder's Statement created a degree of
confusion in the market for Cobra shares and frustrated the
principle set out in section 602(a) of the Act that the
acquisition of control over the voting shares in a listed
company take place in an efficient, competitive and informed
market.
Therefore, the Takeovers Panel:
(a) declares that the circumstances set out above are
unacceptable circumstances in relation to the affairs of Cobra;
and
(b) orders that Mr. Stephens not proceed with the Bid, and not
make or announce any other bid for Cobra, before he has lodged a
fresh bidder's statement with the Australian Securities and
Investments Commission (ASIC), and been informed in writing by
an officer of ASIC occupying the position of Assistant Director
of Corporate Finance or Corporate Finance Counsel that he or she
has accepted the document for lodgment.
Dated 23 May 2003
Kevin McCann
Sitting President
Cobra Resources Proceedings
COLES MYER: Enters Alliance With Shell
--------------------------------------
Coles Myer Ltd (CML) and Shell Australia Limited announced
Tuesday a commercial alliance designed to provide their
customers with Australia's biggest and most convenient discount
fuel offer.
The Alliance, when fully rolled-out, will feature a CML
subsidiary as the operator of Shell's core retail property
network of 584 service stations across Australia.
Coles Myer will set pump prices as well as offer CML customers
fuel discounts. Both members of the Alliance have a shared
interest in maintaining competitive pump prices as this is
critical in driving sales.
The Alliance is planned to begin in July 2003 at more than 150
sites in Victoria. Given a successful Victorian rollout, the
Alliance is expected to be progressively extended nationwide by
mid calendar 2004.
Shell will supply fuel products and service station properties
and the sites will be branded both Coles Express and Shell. CML
will purchase the rights to operate Shell sites from Shell
multi-sites franchisees for a total amount less than $100
million.
Coles Myer Chief Executive Officer John Fletcher said: "We will
be offering our customers a fuel discount when they make
purchases over a certain amount at Coles, Bi-Lo and Liquorland.
When the Alliance is fully rolled out, the discount will be
available at a large national network of conveniently located
petrol stations throughout Australia. The vast majority of the
stations will be very close to our supermarkets, offering great
convenience for our customers.
"The discount offer for our supermarket customers can be
summarized as: high quality fuel at discount prices from a large
number of sites in great locations," Mr Fletcher said.
The Alliance also creates a significant new business opportunity
for Coles Myer in convenience stores. Mr Fletcher said Coles
Myer would be applying its retail expertise and economies of
scale to these operations.
The Alliance will contribute to CML in excess of $3 billion in
additional annual sales when fully rolled out. The combined
impact of the new fuel and convenience store business will be
earnings per share positive in the 2004 financial year.
Mr Fletcher said the Alliance gave CML a fast and cost effective
fuel rollout with substantially less investment than if it were
starting a greenfields business.
"Coles Myer's extension into petroleum and convenience store
retailing will complement our existing grocery retail business,
create and drive sales, and reward customers for shopping with
us," Mr Fletcher said.
"The Alliance will see the creation of a new petrol and
convenience store division within Coles Myer. The vast majority
of the existing franchisees' staff are expected to become part
of that division, providing expertise on the ground from day
one."
Shell Vice President Retail Marketing Asia Pacific/Middle East,
Bruce Rosengarten, said the Alliance brought together
Australia's most preferred fuel brand with one of Australia's
largest retailers.
"The Alliance is a great match of retail and petroleum industry
expertise - it will provide a very attractive consumer offer,"
Mr Rosengarten said.
"We will provide customers with exactly what they want - high
quality fuels sold at competitive prices from convenient
locations.
"On full rollout, motorists will have easy access to a broad
national network where more than 80 per cent of Coles and Bi-Lo
supermarkets are within 5 kilometers of an Alliance site. In
capital cities, the average is 90 per cent.
"Most importantly, these sites are well known to millions of
Australians as the home of highly respected fuel brands
including Shell Optimax.
"This Alliance will be a pro-competitive initiative which will
extend the availability of fuel discount offers to more
consumers."
Shell Australia Chairman Tim Warren said the Alliance was a
leading initiative for Shell and clearly demonstrated the
company's commitment to maintaining a significant retail
presence in Australia.
The Alliance is subject to ACCC approval.
Fact sheets:
1. How will the Alliance work
2. How customers will be the winners
3. How grocery and petrol retailing competition will increase
4. The new Alliance network details
5. What will the sites look like
6. Background on Coles Myer and Shell
CONTACT INFORMATION: Scott Whiffin
Tel: 03 9829 5548
Mobile: 0407 850 709
COLES MYER: Posts Shell Alliance Fact Sheets
--------------------------------------------
HOW WILL THE ALLIANCE WORK
* The Alliance between Coles Myer Ltd (CML) and Shell
involves a wholly owned subsidiary of CML becoming the operator
of Shell's core retail property network of 584 service stations.
* CML will purchase the rights to operate Shell sites from
multi site franchisees for a total amount less than $100
million.
* It is planned to commence at more than 150 service stations
in Victoria in July 2003. Given a successful Victorian rollout,
a national rollout is expected to be completed by mid calendar
2004.
* The service stations will be co-branded Coles Express and
Shell.
* The CML subsidiary will operate these service stations and
directly employ the service station staff under a newly
established Petrol and Convenience Store Division.
* CML will also introduce a fuel discount offer to its Coles,
Bi-Lo and Liquorland customers that will provide a cents per
liter discount off already competitive pump prices.
* Discounts will be offered to Coles, Bi-Lo and Liquorland
customers.
* Both members of the Alliance have a shared interest in
maintaining competitive pump prices this is critical in driving
sales.
* Using its retail expertise, CML will continue to develop a
quality convenience store offer.
* CML will set fuel and shop prices at each of the service
stations it operates.
* Shell will be the exclusive fuel supplier and provide the
service station property.
HOW CUSTOMERS WILL BE THE WINNERS
When the Alliance is fully rolled out:
* Coles Myer customers will receive a cents per liter
discount on fuel purchased from Alliance sites. Discounts will
be offered to Coles, Bi-Lo and Liquorland customers.
* The discount will apply when customers pass a purchase
threshold at Coles, Bi-Lo and Liquorland and will be redeemable
when they produce their docket at an Alliance service station.
(Note: the spend threshold and the size of the discount may
vary.)
* Alliance service stations will be conveniently located
more than 80% of CML supermarkets (Coles and Bi-Lo) will be
within 5km of an Alliance site.
* Alliance customers will benefit from high quality Shell
fuels provided at already competitive pump prices from the
conveniently located national network of 584 service stations.
* The Alliance will provide a comprehensive national network
so Coles Myer's food and liquor customers have the opportunity
to receive a discount on fuel when they travel throughout
Australia.
From day one of the Alliance:
* CML customers will have access to highly respected Shell
fuel brands including Shell Optimax at Alliance sites.
* Fly Buys customers will receive Fly Buys points at CML
supermarkets and for fuel and convenience stores purchases at
Alliance sites.
* CML will use its retailing experience and economies of
scale to provide a quality convenience store offer.
* Customers will be able to continue to use their Shell Card
at Alliance sites. However, Shell Card customers will not be
entitled to receive the CML fuel discount as they already have a
specially contracted fuel price with Shell, which recognizes
their significant purchase volumes.
HOW GROCERY AND PETROL RETAILING COMPETITION WILL INCREASE
* The Alliance will be pro-competitive and extend the
availability of fuel discount offers to more consumers.
* Alliance service stations will continue to have competitive
pump prices, which are viewed as critical to attracting and
retaining customers.
* A significant additional benefit to consumers is the fuel
discount offer, which will be available to Coles, Bi-Lo and
Liquorland supermarket customers.
* Shell's wholesale fuel supply arrangements to other
commercial customers and independent retailers will be
unaffected by the Alliance.
* The Alliance will increase competition in the supermarket
sector now and in the future by allowing CML to respond directly
to discount fuel programs operated by other retailers.
THE NEW ALLIANCE NETWORK DETAILS
When the Alliance is fully rolled out:
* Accessibility for Coles Myer customers to the discount
petrol offer will be hard to match it is designed to be the
largest and most convenient discount fuel offer in Australia.
* More than 80% of CML supermarkets (Coles and Bi-Lo) will be
within 5 kilometers of an Alliance site. Liquorland customers
will also be offered a discount.
Proposed Alliance site numbers are:
STATE COLES BI-LO ALLIANCE
SERVICE
SUPERMARKETS SUPERMARKETS STATIONS
NSW (inc ACT) 143 67 183
NT 4 3 10
QLD 92 35 119
SA 35 40 37
TAS 14 15
VIC 112 48 158
WA 79 62
479 193 584
BACKGROUND ON COLES MYER AND SHELL
The Alliance participants are subsidiaries of Coles Myer Ltd and
Shell Australia Limited respectively.
COLES MYER LTD. (CML)
Coles Myer operates eight of Australia's favorite retail brands
across 1800 stores throughout Australia and New Zealand.
These include traditional department stores (Myer Grace Bros)
and discount department stores (Target and Kmart), supermarkets
(Coles and Bi-Lo), liquor retailing (Liquorland, Vintage Cellars
and Quaffers), office supplies (Officeworks, Viking), direct
marketing and electronic retail businesses.
CML, one of Australia's leading retail businesses, trace its
origins back to one of Australia's foremost retailers G J Coles
(est 1914) and the Myer Emporium (est 1900). The two companies
merged in 1985.
CML employs 164,000 people.
SHELL AUSTRALIA LIMITED
Shell Australia Limited is a wholly owned subsidiary of the
Royal Dutch/Shell Group of Companies. Shell has operated in
Australia since 1901. It directly employs approximately 2200
people.
Shell operates an upstream oil and gas business, Shell
Development Australia Ltd, as well as a downstream oil products
business. Shell's oil products business includes:
* Refineries at Clyde (NSW) and Geelong (VIC) representing
about 25% of Australia's refining capacity;
* National storage and distribution facilities;
* Commercial marketing activities which supply petroleum
products to commercial end users and more than 1000 wholesalers
and independent retailers;
* A national property network of 584 company-owned or leased
retail service stations, which are currently operated under
franchise agreements. It is these service stations that will be
the subject of the Alliance.
COLES MYER: Reaches Theo's Liquor (NSW) Settlement
--------------------------------------------------
Coles Myer announced Monday the settlement of Theo's Liquor in
NSW.
Chief Financial Officer, Fraser MacKenzie, said that the
acquisition represented a strong strategic fit that would
complement and enhance Coles Myer's liquor positioning in the
important NSW market.
"The acquisition will be EPS positive in the first full year and
provides a major growth opportunity for Liquorland, in line with
our five year plan," Mr MacKenzie said
"Under the Theo's sale agreement, the terms of which remain
confidential, the vendors have elected to receive payment in a
combination of cash and $125 million in equity value.
"Coles Myer has today issued 17,857,143 shares to the vendors.
To ensure the vendor's agreed equity consideration of $125
million, Coles Myer has guaranteed a value of $7.00 per share
throughout a period of three years from today and will bear any
share price risk during that period.
"However, Coles Myer can also benefit by up to $7.3 million(1)
over the next three years should the share price remain above
the $6.59 price at which the shares were issued today. This is
because the balance sheet value of the asset would remain below
the agreed acquisition price," Mr MacKenzie said.
The vendor, Mr Theo Karedis, said: "I am very proud to have sold
my business to Coles Myer and feel it is a great fit. I believe
this is the beginning of a positive era for Coles Myer and I am
delighted to be a part of it and become a shareholder."
Mr Karedis will be working with the business for the next twelve
months to ensure a successful transition.
CONTACT INFORMATION: Scott Whiffin
Tel: 03 9829 5548
Analysts Scott Sampson
Tel: 03 9829 4521
(1) 17,857,143 shares x ($7.00 - $6.59)
GOODMAN FIELDER: Posts BPC's Compulsory Acquisition Letter
----------------------------------------------------------
Goodman Fielder Limited posted the letter from Burns, Philp &
Company Limited regarding Compulsory Acquisition:
"COMPULSORY ACQUISITION OF YOUR GOODMAN FIELDER SHARES
As you would be aware, BPC1 Pty Limited (Burns Philp), a wholly
owned subsidiary of Burns, Philp & Company Limited, recently
made offers to acquire all your Goodman Fielder shares (Share
Offer). The Share Offer has closed and Burns Philp is proceeding
to compulsorily acquire all outstanding shares (Compulsory
Acquisition).
Burns Philp and Goodman Fielder sent to you a Compulsory
Acquisition notice dated 4 April 2003. In the letter and notice
we advised that under the Corporations Act Burns Philp must wait
for certain time periods to elapse before it is entitled to
complete Compulsory Acquisition. At that time it was anticipated
that, in accordance with the statutory timetable, Burns Philp
would be required to give the total cash sum payable by it under
the Compulsory Acquisition for all of the outstanding shares to
Goodman Fielder approximately six weeks after the date of that
letter (Payment Date).
This letter is to advise you of a delay in the Payment Date. The
delay is a consequence of a small number of Goodman Fielder
shareholders exercising certain statutory rights. In accordance
with the requirements of the Corporations Act this has extended
the timing for Compulsory Acquisition.
It is now anticipated that Goodman Fielder will be requesting
your instructions as to how to deal with the cash payable to you
for Compulsory Acquisition in early to mid June 2003. Earlier
payment is not possible until all appropriate Corporations Act
processes enabling payment have been carried out.
If you have any queries in relation to this letter, please
contact the Goodman Fielder Offer Information Line in Australia
1300 888 943 or New Zealand 0800 006 675 (callers outside
Australia and New Zealand should call +61 2 9240 7512)."
QUIKTRAK NETWORKS: Director Damelian Resigns
--------------------------------------------
Quiktrak Networks Limited advised that Mr R R Damelian has
resigned as a Director of the Company.
Wrights Investors' Service reports that at the end of 2002, the
Company had negative working capital, as current liabilities
were A$57.88 million while total current assets were only
A$55.48 million. It has paid no dividends during the last 12
months and company also reported losses during the previous 12
months.
SOUTHCORP LIMITED: Cancels Options
----------------------------------
Southcorp Limited advised that, due to the cessation of
employment of 1 participant in the Southcorp Executive Share and
Option Plan, the number of options to acquire additional fully
paid ordinary shares in the capital of the Company set out below
have been cancelled in accordance with the rules of the Plan, as
follows:
DATE OPTIONS EXERCISE DATE OPTIONS NO OPTIONS
GRANTED PRICE CANCELLED CANCELLED
12 November 1999 $5.38 23 May 2003 10,000
On February, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services lowered its
'BBB+' long-term and 'A-2' short-term corporate credit ratings
on Southcorp Ltd. to 'BBB' and 'A-3', respectively, following
the wine company's worse-than-expected financial results for the
first half of 2003.
VOICENET (AUST): Acquires Microgenix Project
--------------------------------------------
Voicenet (Aust) Limited posted its Appendix 3B (Acquisition of
Microgenix Project) 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
Voicenet (Aust) Limited
ABN
004 701 062
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 Ordinary Shares
or to be issued
2. Number of securities issued 50,000,000
or to be issued (if known)
or maximum number which
may be issued
3. Principal terms of the securities Fully paid
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible securities,
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 2.5 cents per share
6. Purpose of the issue (if Part consideration for the
issued as consideration for acquisition of the Microgenix
the acquisition of assets, project
clearly identify those
assets)
7. Dates of entering securities 22/05/2003
into uncertified holdings
or dispatch of certificates
NUMBER CLASS
8. Number and class of all 287,623,986 Ordinary
securities quoted on
ASX (including the
securities in clause
2 if applicable)
NUMBER CLASS
9. Number and class of all 100,000,000 Ordinary
securities not quoted 4,200,000 Executive options
on ASX (including the 29,500,000 Key personnel options
securities in clause 2
if applicable)
10.Dividend policy (in the case -
of a trust, distribution
policy) on the increased
capital (interests)
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
Items 11 to 33 are Not Applicable
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
Fees
43. Payment method (tick one)
Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B
is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been
arranged
Note: Arrangements can be made for employee incentive
schemes that involve frequent issues of securities.
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 provided 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.
WEST OIL: Rationalizes Timor Sea Assets; Consolidates Shares
------------------------------------------------------------
Following recent changes to the Board of West Oil the Directors
have now concluded a review of the Company's exploration assets
together with its financial position.
Since it was founded West Oil has had a strategy to provide
potentially high reward drilling activity for its shareholders.
Although it has recently diversified geographically into the
Carnarvon Basin historically, the Company's main exploration
focus has been the Timor Sea where it has participated in a
number of high reward wells. Unfortunately, despite the
encouraging 9.4 meter oil column discovered at Puffin5 in AC/P
22 and a number of successful farmouts, the Timor Sea focus has
to date failed to prove up sufficient oil reserves to
commercialize a prospect.
The Board of West Oil remains committed to the strategy of high
potential, high reward exploration. However the Board believes
it is now appropriate to rationalize and reduce the exposure to
the Timor Sea and consider other opportunities in the oil and
gas sector. The aim will be to give the Company a broader and
more diverse asset base and it is intended to look at both
Australian and International exploration and production
opportunities.
In order to expand the asset base the Company will need to raise
further capital as it currently has only limited cash reserves.
The Board is currently considering a number of alternatives to
raise funds but the existing capital structure with
approximately 363 million shares on issue is restrictive. Hence
the Board has decided to recommend a 1 for 10 consolidation of
capital to shareholders thereby reducing the number of shares on
issue to 36.3 million. A General Meeting of shareholders will be
called to consider this recommendation. The Board will advise
shareholders once a decision has been made on an alternative to
raise capital.
An independent corporate advisory firm, Argonaut Capital Limited
has been mandated to assist in the orderly rationalist ion of
the Timor Sea assets.
The Board believes that these initiatives will benefit the
Company and will facilitate the process of restoring shareholder
value.
CONTACT INFORMATION: Mr Mark Pearce
Company Secretary
Ph: 08 9322 6322
Fax: 08 9322 6558
Website: www.westoilnl.com.au
WILLHART LIMITED: General Meeting Set on June 25
------------------------------------------------
Notice is given that the General Meeting of shareholders of
Willhart Limited ACN 009 268 571 will be held at the
offices of Byte Power, Unit 4A, 80 Hope Street, South Brisbane,
Queensland at 3:00 pm on Wednesday 25 June 2003.
AGENDA
RESOLUTION 1 - CHANGE OF NAME
To consider and if thought fit, to pass the following resolution
as a special resolution:
"That the Company change its name to Byte Power Group Limited
ACN 009 268 571."
RESOLUTION 2 - CAPITAL RAISING
To consider and if thought fit, to pass the following resolution
as an ordinary resolution:
"That for the purposes of Listing Rule 7.1 and for all other
purposes the Shareholders hereby approve the issue by the
Company of up to a total of 30,000,000 shares to persons and at
issue prices as determined by the Directors subject to the
limitations and otherwise on the terms and conditions set out in
the Explanatory Notes".
RESOLUTION 3 - APPROVAL FOR DISPOSAL OF SUBSTANTIAL ASSET
To consider and if thought fit, to pass, with or without
amendment, the following resolution as an ordinary resolution:
"That for the purposes of Listing Rule 10.1 and for all other
purposes, the Shareholders hereby approve and authorize the
Company to dispose of all of the issued share capital in
Willhart Able Air Pty Ltd ACN 083 777 333 to the Management
Group and on the terms and conditions set out in the Explanatory
Notes."
For the purposes of Resolution 3 "Management Group" means Milosh
Radevic, Richard Taylor, Amy Tan and Rod Hill.
RESOLUTION 4 - FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES
To consider and if thought fit, to pass, with or without
amendment, the following resolution as a special resolution:
"That for the purposes of section 260B of the Corporations Act
and for all other purposes, the Shareholders hereby approve and
authorize the Company to financially assist the Management Group
to acquire all of the issued share capital in Willhart Able Air
Pty Ltd ACN 083 777 333 and on the terms and conditions set out
in the Explanatory Notes."
For the purposes of Resolution 4 "Management Group" means Milosh
Radevic, Richard Taylor, Amy Tan and Rod Hill.
================================
C H I N A & H O N G K O N G
================================
CHI HUNG: Winding Up Hearing Scheduled in June
----------------------------------------------
The High Court of Hong Kong will hear on June 11, 2003 at 10:00
in the morning the petition seeking the winding up of Chi Hung
Transportation Limited.
Cheung Lai Ping Jessica of Room 1713, On Ching House, Cheung On
Estate, Tsing Yi, New Territories, Hong Kong filed the petition
on April 14, 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.
EXPRESS BUILDERS: Winding Up Petition Pending
------------------------------------------
The Express Builders Company Limited is facing a winding up
petition, which is slated to be heard before the High Court of
Hong Kong on June 11, 2003. Mak Wai Kei of Room 1001, Waga
Commercial Centre, 99 Wellington Street filed the petition on
April 7, 2003, Central, Hong Kong.
GOLDEN WEALTHY: Faces Winding Up Petition
-----------------------------------------
Messrs. Li & Partners on behalf of the petitioner, The
Industrial & Commercial Bank of China is seeking the winding up
of Golden Wealthy Investment Limited. The petition was filed on
March 26, 2003, and will be heard before the High Court of Hong
Kong on June 11, 2003.
The Industrial & Commercial Bank of China holds its registered
office at Unit 2306, 23rd Floor, Far East Finance Centre, 16
Harcourt Road, Hong Kong.
GREATWALL CYBER: June 2 Board Meeting Postponed
-----------------------------------------------
Market participants are requested to note that the board meeting
to approve the final results of Great Wall Cybertech Limited for
the year ended 31/12/2002 originally scheduled on 2nd June, 2003
has been postponed until further notice.
The Troubled Company Reporter - Asia Pacific reported on April
11 that Bank of East Asia Limited (BEA) has petitioned the High
Court of Hong Kong Special Administrative Region for winding up
of Great Wall Cybertech Limited. The Petition was filed as the
Company could not meet the Statutory Demand issued against the
Company on December 22, 2003, which was announced to the public
on December 16, 2002.
NAM FONG: 2002 Net Loss Narrows to HK$188.083M
----------------------------------------------
Nam Fong International Holdings Limited posted its results
announcement summary for the year ended December 31, 2002:
Currency: HKD
Auditors' Report: Qualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 01/01/2002 from 01/01/2001
to 31/12/2002 to 31/12/2001
Note ('000) ('000)
Turnover : 38,060 83,728
Profit/(Loss) from Operations : (187,571) (444,157)
Finance cost : (512) (28,783)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (188,083) (472,940)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.1383) (0.3478)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (188,083) (472,940)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for Annual
General Meeting : 13/06/2003 - 20/06/2003bdi.
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
SUMMARY OF AUDITORS'OPINION
The auditors' report on the Group's financial statements for the
year ended 31 December 2002 contains a disclaimer of opinion
because of the possible effects of the limitation in scope in
respect of the matters set out in the basis of opinions and the
fundamental uncertainty relating to the appropriateness of the
going concern basis.
In addition, the auditors stated in their report the fundamental
uncertainty relating to the adoption of going concern basis for
the preparation of financial statements, the validity of which
depends on the timing and funds generated from the disposal of
the Group's properties in the future. The financial statements
do not include any adjustments that would result from the
failure of raising this funding. The auditors consider that
appropriate disclosures have been made and their opinion is
disclaimed in respect of this fundamental uncertainty. In all
other respects, the financial statements have been properly
prepared in accordance with the disclosure requirements of the
Hong Kong Companies Ordinance.
SHARP GOOD: Hearing of Winding Up Petition Set
----------------------------------------------
The petition to wind up Sharp Good Development Limited is set
for hearing before the High Court of Hong Kong on June 25, 2003
at 9:30 in the morning.
The petition was filed with the court on May 5, 2003 by Bank of
China (Hong Kong) Limited (the successor of all the undertakings
of The China State Bank Limited by virtue of the Bank of China
(Hong Kong) Limited (Merger) Ordinance, Cap. 1167) of 14th
Floor, Bank of China Tower, No. 1 Garden Road, Central, Hong
Kong.
TOMORROW INT'L: Capital Reorganization Circular Dispatched
----------------------------------------------------------
Reference is made to Tomorrow International Holdings Limited's
announcement dated 2nd May, 2002 relating to the Proposed
Capital Reorganization involving
(1) a reduction of the issued share capital and subdivision
of unissued share capital,
(2) consolidation of the issued and unissued share capital,
(3) amendment to the bye-laws and (4) change in board lot
size.
DISPATCH OF CIRCULAR
A circular containing details of the Capital Reorganization,
amendment to the Bye-laws, change in board lot size of the
Consolidated Shares, trading arrangements, arrangements of odd
lot facilities, arrangements for free exchange of share
certificates for the New or Consolidated Shares and a notice
convening the SGM to approve the Capital Reorganization will be
dispatched to the Shareholders on 26th May, 2003.
Expected timetable for the Capital Reorganization
The expected timetable for the Capital Reorganization is set out
as follows:
2003
Latest time for lodging proxy forms for the SGM
12:15 p.m. on Wednesday, 25th June
SGM 12:15 p.m. on Friday, 27th June
Effective date of the Capital Reorganization
Monday, 30th June
Dealings in New or Consolidated Shares commence
9:30 a.m. on Monday, 30th June
First day of free exchange of existing certificates for Shares
for new certificates for New or Consolidated Shares
Monday, 30th June
Temporary counter for trading in Consolidated Shares
in board lots of 200 Consolidated Shares
(in the form of existing certificates for Shares) opens*
9:30 a.m. on Monday, 30th June
Existing counter for trading in Shares in board
lots of 2,000 Shares temporarily closes*
9:30 a.m. on Monday, 30th June
Existing counter for trading in Consolidated Shares in board
lots of 5,000 Consolidated Shares (in the form of
new certificates for Consolidated Shares) reopens*
9:30 a.m. on Tuesday, 15th July
Parallel trading in Consolidated Shares
(in the form of existing and new certificates) commences*
9: 30 a.m. on Tuesday, 15th July
Designated broker starts to stand in the market to provide
matching service Tuesday, 15th July
Temporary counter for trading in Consolidated Shares
in board lots of 200 Consolidated Shares (in the form of
existing certificates for Shares) closes*
4:00 p.m. on Tuesday, 5th August
Last day for designated broker to stand in the market
to provide matching service
Tuesday, 5th August
Parallel trading in Consolidated Shares (in the form of
existing and new certificates) ends*
4:00 p.m. on Tuesday, 5th August
Last day of free exchange of existing certificates for
Shares for new certificates for New or Consolidated Shares
Monday, 11th August
* Assuming both the resolutions on the Capital Reduction and
Share Subdivision and the Share Consolidation are
approved
TOMORROW INT'L: Hires Agent for Trading Arrangements
----------------------------------------------------
Assuming the Capital Reorganization becomes effective, the Board
of Tomorrow International Holdings Limited proposes that the
board lot size for trading on the Stock Exchange be changed from
2,000 Shares to 5,000 Consolidated Shares (as opposed to 4,000
Consolidated Shares as previously announced by the Company on
2nd May, 2003) upon the Capital Reorganization becoming
effective, which is expected to take place on or about Monday,
30th June, 2003. Based on the closing price per Share of
HK$0.049 on the Latest Practicable Date, each board lot of 5,000
Consolidated Shares has a market value of HK$2,450 (calculated
as HK$0.049 x 10 x 5,000 Consolidated Shares). If only the
Capital Reduction and Share Subdivision
take effect (i.e., the Share Consolidation not taking effect),
there will be no change to the board lot size.
The proposed change in board lot size will increase the number
of Consolidated Shares for each board lot and such increase is
expected to result in a reduction of the transaction costs for
dealings in the Consolidated Shares.
In order to facilitate the trading of odd lots (if any), the
Company has appointed Kingsway SW Securities Limited as an agent
to arrange for the sale and purchase of odd lots on behalf of
the Shareholders and potential investors. During the period from
Tuesday, 15th July, 2003 to Tuesday, 5th August, 2003 (both
dates inclusive), holders of New or Consolidated Shares who wish
to take advantage of this facility either to dispose of their
odd lots or to top them up to a full board lot may contact
Kingsway SW Securities Limited during the aforesaid period as
follows:
Contact person Address Telephone number
Ms. Kay Ho 5th Floor, Hutchison House
10 Harcourt Road, Central
Hong Kong
(852) 2283-7111
Holders of New or Consolidated Shares in odd lots should note
that the matching of odd lots is not guaranteed.
Trading arrangements
1. Assuming only the resolution on the Capital Reduction and
Share Subdivision is approved No parallel trading arrangements
will be made. Trading in the New Shares in board lots of 2,000
New Shares will take place on the original counter.
2. Assuming both the resolutions on the Capital Reduction and
Share Subdivision and the Share Consolidation are approved
From 9: 30 a.m. on Monday, 30th June, 2003, the original counter
for trading in the Shares in board lots of 2,000 Shares will be
temporarily closed. A temporary counter will be established for
trading in the Consolidated Shares in board lots of 200
Consolidated Shares. Every 10 Shares will be deemed to represent
1 Consolidated Share. Certificates for existing Shares may only
be traded at this temporary counter.
With effect from 9: 30 a.m. on Tuesday, 15th July, 2003, the
original counter for trading in Shares will be reopened for
trading in Consolidated Shares in board lots of 5,000
Consolidated Shares.
From 9: 30 a.m. on Tuesday, 15th July, 2003 to 4: 00 p.m. on
Tuesday, 5th August, 2003 (both dates inclusive), there will be
parallel trading at the above two counters.
The temporary counter for trading in the Consolidated Shares in
board lots of 200 Consolidated Shares will be removed after the
close of trading on Tuesday, 5th August, 2003. Thereafter,
trading will be in Consolidated Shares in board lots of 5,000
Consolidated Shares only and the existing certificates for the
Shares will cease to be marketable and will not be acceptable
for dealing purpose. However, such certificates will remain
effective as documents of title.
=================
I N D O N E S I A
=================
ASIA PULP: Debt to Equity Conversion Requires 67% Vote
------------------------------------------------------
Asia Pulp & Paper (APP), in relation to its US$6.5 billion debt
restructuring, reached an agreement with the Indonesia Bank
Restructuring Agency (IBRA) and the creditors that the
conversion of debt into equity requires 67% vote from the
creditors, while 51% vote is required to execute the collateral,
Bisnis Indonesia reports.
Syafruddin A. Temenggung, Chairman of the IBRA, said the major
commercial problem in APP's debt restructuring had been agreed
following the signing of the settlement agreement on May 23,
2003. "Basically, there are six major commercial problems.
First, default payment mechanism. If there is default payment,
it gradually requires 75% to 25% votes from the creditors within
180 days (remedial period). The complete phases are 75%, 67%,
51% and 25%."
Syafruddin added that the total remedial period of 180 days was
further divided into four phases in accordance with the approval
percentage, which were 90 days for 75%, 30 days (67%), 30 days
(51%) and another 30 days for 25%. "So the total is 180 days.
The decision aims at accommodating the wishes of APP to not be
immediately declared as bankrupt."
"If the process had reached this phase, any creditor could
declare the company as bankrupt or 0%. If there was one creditor
wanting to convert the debt to equity, the creditors should hold
another vote until it reached 67%. Meanwhile, it requires 51%
vote to execute the collaterals."
He explained that if there was a default, the debt converted to
equity was only 50% of the tranche A, B, and C debt, while the
other half should still be considered debt.
"But with this formula, 51% of the operating company's shares
are multiplied by the paid to total debt ratio," Syafruddin
stated.
=========
J A P A N
=========
DAIEI INC.: Creditor OK's Sale of Baseball Team
-----------------------------------------------
Fukuoka City Bank Ltd., a creditor of Daiei Inc., will not
oppose a possible sale of its Fukuoka Daiei Hawks baseball team
provided the team will continue to be based in Fukuoka, the
Nihon Keizai newspaper and Bloomberg reported on Monday, citing
Fukuoka President Tuskasa Shishima.
Daiei has been resisting the sale of the Fukuoka Daiei Hawks
because the team plays a vital role in its sales campaign.
Daiei's nationwide merchandise stores display paperboard cutouts
of the team's hawk mascot and play its theme song whenever they
put on special sales.
ISUZU MOTORS: Widens FY02 Net Loss to Y144.3B
----------------------------------------------
Isuzu Motors Ltd. posted a net loss of 144.30 billion yen for
2002 ending in March 31 due to sluggish sales and expenses
connected to the liquidation of some United States operations,
Kyodo News said on Friday. The carmaker booked a net loss 42.99
billion yen the previous year. The Company will continue to pay
no dividend for the just-ended fiscal year.
KUMAGAI GUMI: Posts FY02 Net Loss of Y295.9B
--------------------------------------------
Kumagai Gumi Co. posted a net loss of 295.90 billion yen in
2002, in a reversal from a profit of 2.55 billion yen the
previous year, Japan Times said on Tuesday. The construction
firm blamed poor sales and massive extraordinary losses,
including appraisal losses on its fixed assets. The ailing firm
booked 280.10 billion yen in extraordinary losses, up from 23.16
billion yen in the previous year. The special losses for the
reporting year included 74.92 billion yen worth of valuation
losses on its fixed assets.
MITSUBISHI TOKYO: Liquidates Australian Unit
--------------------------------------------
Mitsubishi Tokyo Financial Group, Inc. (MTFG; President:
Shigemitsu Miki) announced Monday that The Bank of Tokyo-
Mitsubishi, Ltd. (BTM), a consolidated subsidiary of MTFG, has
decided to liquidate BTM Finance (Australia) Ltd. (BTMF(A)).
BTMF(A) is a consolidated subsidiary of BTM`s wholly-owned
subsidiary, Bank of Tokyo-Mitsubishi (Australia) Ltd. (BTMA).
1. Outline of BTMF(A)
(1) Address: 1 Macquarie Place, Sydney, N.S.W. 2000, Australia
(2) Managing Director: Soichi Asaba
(3) Capital: Australian dollars 20 million
(4) Business: Financing business
2. Reason for Liquidation
BTM has decided to liquidate BTMF (A) and transfer the remaining
assets of BTMF (A) to BTMA.
3. Timing of liquidation
Liquidation is expected by the end of March 2004.
4. Impact on MTFG's business forecast
This event is not expected to have any material effect on MTFG's
business forecast for the current fiscal year.
For further information, please contact:
Masahiko Tsutsumi, Chief Manager, Public Relations Office
Tel.: 81-3-3240-8136
RESONA HOLDINGS: No Summer Bonus For Employees
----------------------------------------------
Resona Holdings Inc. will not pay a summer bonus to 16,000
workers and will cut executive pay to reduce costs, the Yomiuri
newspaper and Bloomberg reported. The bank will also halve the
number of its 50 affiliates through mergers and closings. The
bank aims to reduce its workforce to 16,600 from 19,000 by March
2005, two years earlier than planned.
The Japanese government on May 17 agreed to provide funds to
bail out the lender, whose capital fell be low a required
minimum. The government hasn't said how much money it will
invest to increase the bank's capital.
RESONA HOLDINGS: Posts Y837.6B Full-year Loss
---------------------------------------------
Troubled Resona Holdings Inc., which is seeking a government
bailout, incurred a net loss of 837.6 billion yen (US$7.16
billion) for the year ending in March 31, versus a net loss of
931.9 billion a year earlier, Channel News Asia reports. The
bank cited continued losses on stockholdings, bad loan write-
offs and tighter accounting rules for its result. Resona will
submit a detailed restructuring plan to the government on Friday
this week.
SUMITOMO TRUST: Widens 2002 Net Loss to Y72.97B
-----------------------------------------------
Sumitomo Trust & Banking Co. incurred a group net loss of 72.97
billion yen in the year ended March 31, versus the previous
year's loss of 42.48 billion yen, according to Kyodo News on
Monday. The widened net loss was caused by hefty appraisal
losses on shareholdings as a result of lower stock prices and
bad-loan disposals.
=========
K O R E A
=========
SK CORPORATION: S&P Places Rating on Creditwatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said Tuesday that its long-
term 'BB+' rating on SK Corporation remains on CreditWatch with
negative implications, following a recent breakdown in
negotiations between the SK Group and its creditor banks over
support to SK Global, the group's troubled trading unit. Due to
the unpredictable nature of the current situation, there are
several possible outcomes.
The current rating of 'BB+' could be maintained if SK Corp. is
able to limit its financial and operational support to SK
Global, and if SK Corp.'s access to financing is not impaired,
enabling the Company to maintain its current level of
operations.
However, if SK Corp.'s access to liquidity is significantly
reduced and the Company becomes even more dependent on its
creditor banks for financing, it may be unable to refuse the
demands of the banks. To date, the creditor banks have
provisioned against less than 20 percent of their SK Global
exposure, which is estimated at Korean won (W) 5.2 trillion. As
a result, financial support from SK Corp. is crucial for the
banks to curb losses from this exposure.
SK Corp. is currently the majority shareholder of SK Global,
with a stake of 38.7 percent. The main demands of the creditors
are for SK Corp. to convert W1.5 trillion of receivables from SK
Global into equity, and to maintain its business relationship
with the trading unit.
Depending on the outcome, SK Corp.'s credit quality could
deteriorate further, possibly resulting in a downgrade of
several notches. The ultimate lifting of the CreditWatch
placement can only take place after the completion of SK
Global's three-month workout program, which is tentatively
scheduled to end in June.
SK Corp. is Korea's largest oil refining Company, controlling
one-third of the domestic market. As of March 31, 2003, the
Company had outstanding debt of W7.1 trillion.
DebtTraders reports that SK Corp.'s 7.500% bond due in 2006
(YUKO06KRN1) trades between 91.5 and 94.5. For real-time bond
pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=YUKO06KRN1
SK GLOBAL: Audit Unveils Bond and Export Bills Worth W2.9Tr
-----------------------------------------------------------
SK Global was revealed to have bonds on sales and export bills
amounting to 2.9 trillion won, on top of the head office-
guaranteed 2.4 trillion won in debt, Digital Chosun reports.
According to a 2002 audit report, overseas affiliates' bonds on
sales were worth 367.5 billion won, and the export bills that
have not been expired were worth 2.58 trillion won. Accounting
experts said that even if SK Global collects all its "healthy"
assets, it would still be 1.4 trillion won in debt.
SK GLOBAL: Creditors List Bail Out Conditions
---------------------------------------------
SK Global's creditors listed the conditions for bailing out the
trading unit of SK Corporation after a meeting on Thursday,
DebtTraders reports. Creditor banks will convert about 30
percent of their total 7.6 trillion won ($6.1 billion) exposure
into SK Global shares. The banks will also purchase loans to SK
Global at a price of 35 from those domestic and overseas
creditors who oppose the bail out plan. However, SK Corporation
needs to convert 1.5 trillion won ($1.2 billion) of its sales
receivable from SK Global into equity, and write off an
additional 600 billion won ($480 million) in overseas sales
receivable in full.
SK GLOBAL: Creditors Threaten Liquidation
-----------------------------------------
Creditors of SK Global Co. have threatened to liquidate the firm
if its parent SK Group will not propose an acceptable rescue
plan by Tuesday, Reuters said on Monday. Talks between the
creditors and SK Group collapsed over the weekend after they
disagreed over how much the strongest Company in the SK Group,
the country's top oil refiner SK Corporation, would contribute
to the bailout plan.
SK Global has been driven to the verge of bankruptcy after a
$1.2 billion accounting fraud was unearthed in March, sending
shock waves through a banking system already reeling over heavy
credit card debts.
===============
M A L A Y S I A
===============
ANCOM BERHAD: Seeks Mandatory General Offer Waiver
--------------------------------------------------
Ancom Berhad refers to the announcements made on 3 September
2002, 20 February 2003, 24 February 2003 and 13 March 2003 in
relation to the Proposed Capital Distribution by Nylex
(Malaysia) Berhad (Nylex), a subsidiary of the Company; and
Proposed Disposals of the Entire Issued and Paid-Up Share
Capital of four (4) wholly-owned subsidiaries of Ancom, namely
Perusahaan Kimia Gemilang Sdn Bhd, Fermpro Sdn Bhd, Kumpulan
Kesuma Sdn Bhd and Wedon Sdn Bhd, to Nylex for a Total Sale
Consideration of RM64,427,000 to be satisfied by the issuance of
64,427,000 New Ordinary Shares of RM1.00 in Nylex at an Issue
Price of RM1.00 Per Share Credited as Fully Paid-Up after the
Proposed Capital Distribution (Proposed Disposals).
On behalf of the Company, Aseambankers had made an application
to the Securities Commission (SC) on 21 March 2003 for a waiver
from the obligation to make a mandatory general offer for all
the remaining shares in Nylex not owned by Ancom and parties
acting in concert (Parties Acting In Concert) arising from the
Proposed Disposals under Practice Note 2.9.1 of the Malaysian
Code on Take-overs and Mergers, 1998 (Proposed Waiver).
The SC, in its letter dated 23 May 2003, has mentioned that it
will only consider the application for the Proposed Waiver upon
the fulfillment of the following:
(i) Ancom and Parties Acting In Concert submitting statutory
declarations that they have not purchased any shares in Nylex in
the six (6) months prior to the posting of the circular relating
to the Proposed Disposals to the shareholders of Nylex and until
the SC approves the Proposed Waiver;
(ii) Ancom and Parties Acting In Concert obtaining the
approval from the shareholders of Nylex for the Proposed Waiver
on a poll at an extraordinary general meeting of Nylex where all
interested parties are to abstain from voting; and
(iii) The shareholders of Nylex are provided with competent
independent advice where the appointment of the independent
adviser and the content of the independent advice circular to be
dispatched to the shareholders of Nylex must have been cleared
by the SC.
BRISDALE HOLDINGS: Gets KLSE's Public Reprimand for Breach of LR
----------------------------------------------------------------
The Kuala Lumpur Stock Exchange (KLSE) in consultation with the
Securities Commission, publicly reprimanded Brisdale Holdings
Berhad (BRISDAL or the Company) for breaches of Paragraphs
9.19(19) and 9.03 of the KLSE Listing Requirements (LR).
Pursuant to Paragraph 9.19(19) of the LR, a listed issuer must
make immediate announcements upon the occurrence of any
commencement of winding-up proceedings against the listed issuer
or any of its subsidiaries or major associated companies.
BRISDAL has breached Paragraph 9.19(19) of the LR for failing to
make immediate announcements in respect of the following
winding-up petitions served on Brisdale Resources Sdn Bhd
(BRSB), a wholly-owned subsidiary of the Company:
(a) A winding-up petition no. Chong Piang Fong and Wong Mee
Ling served D6-28-481-2002 on BRSB on 28 June 2002 for RM68,780
being claim for liquidated ascertained damages pursuant to the
standard Sale & Purchase Agreement under the Housing Development
Act, 1965 including cost of RM1,366. The announcement on the
winding-up petition was made to the Exchange only on 26 July
2002, after a delay of 20 market days.
(b) A winding-up petition no. One Leong Kok Chew served D5-
28-822-2002 on BRSB on 26 September 2002 for RM31,207.10 being
claim for liquidated ascertained damages pursuant to the
standard Sale & Purchase Agreement under the Housing Development
Act, 1965 including cost of RM750. The announcement on the
winding-up petition was made to the Exchange only on 11 October
2002, after a delay of 11 market days.
Pursuant also to Paragraph 9.03 of the LR, a listed issuer must
make immediate public disclosure of any material information.
BRISDAL has breached Paragraph 9.03 of the LR for failing to
make an immediate announcement when a winding-up order was
granted on 2 October 2002 in respect of the winding-up petition
no. D6-28-481-2002 served on BRSB on 28 June 2002. The
announcement on the winding-up order was made only on 28 October
2002, after a delay of 18 market days.
The public reprimand was imposed pursuant to Paragraph 16.17 of
the LR after taking into consideration all relevant factors
including the fact that the Company had previously breached the
LR and after consultation with the Securities Commission.
The KLSE views this contravention seriously and hereby cautions
BRISDAL and its Board of Directors on their responsibility to
maintain appropriate standards of corporate responsibility and
accountability in order to achieve greater disclosure and
transparency to its shareholders and the investing public.
Previous Public Reprimand
BRISDAL was previously reprimanded for the following breach of
the MBLR:
a) On 31 August 2001, BRISDAL was publicly reprimanded and
fined RM4,000 for breach of Section 56A of the KLSE Main Board
Listing Requirements for failing to file with the Exchange for
public release its quarterly report for the financial period
ended 31 December 2000 within the time frame stipulated.
COUNTRY HEIGHTS: Unit's Receiver & Manager Discharged
-----------------------------------------------------
Country Heights Holdings Bhd refers to the announcement dated 9
December 2002 made by AmMerchant Bank Berhad in relation to the
Proposed Acquisition of 100% equity in Mega Palm Sdn Bhd; and
Proposed Settlement Agreement.
The Board of Directors of CHHB is pleased to announce the
following:
1. The land charges relating to the issue of the RM148.5
million 0%-8% Redeemable Convertible Secured Loan Stock
2002/2007 have been duly registered; and
2. Accordingly, Mr Lim Tian Huat, Receiver and Manager of
Mega Palm Sdn Bhd was discharged on 29 April 2003.
GENERAL SOIL: Inks Restructuring Agreement With KTI Vendors
-----------------------------------------------------------
On behalf of General Soil Engineering Holdings Berhad, Avenue
Securities Sdn Bhd (AvS) wishes to announce that Gensoil had on
23 May 2003 entered into a Conditional Restructuring Agreement
(Restructuring Agreement) with Dr. Chin Mee Leen and Lok Kau Lin
(KTI Vendors) wherein both Gensoil and the KTI Vendors have
agreed to undertake a restructuring scheme with the intention of
restoring Gensoil onto stronger financial footing.
The proposed restructuring scheme to be undertaken shall entail
the following:
(i) Proposed capital reconstruction of Gensoil involving:
(a) proposed reduction of the existing issued and paid-up
share capital of Gensoil of RM27,500,000 comprising 27,500,000
ordinary shares of RM1.00 each to RM2,750,000 comprising
27,500,000 ordinary shares of RM0.10 each;
(b) proposed consolidation of the 27,500,000 ordinary
shares of RM0.10 each in Gensoil into 2,750,000 ordinary shares
of RM1.00 each; and
(collectively the "Proposed Capital Reduction and
Consolidation")
(c) proposed share exchange between a newly incorporated
investment holding company (Newco) with shareholders of Gensoil
after the Proposed Capital Reduction and Consolidation on the
basis of one (1) consolidated ordinary share of RM1.00 each in
Gensoil with one (1) ordinary share of RM1.00 each in Newco
(Newco Share) (Proposed Share Exchange).
(Proposed Capital Reconstruction)
(ii) Proposed settlement and/or compromise of the liabilities
(including contingent liabilities) owing by Gensoil to its
creditors, the terms and conditions of which have yet to be
finalized (Proposed Debt Restructuring);
(iii) Proposed acquisition by Newco of 100% equity interest
in KTI Sdn Bhd (KTI) from the KTI Vendors for an indicative
purchase consideration of RM79 million to be satisfied entirely
by the issuance of new Newco Shares at an issue price of RM1.00
per new Newco Share (Proposed KTI Acquisition);
(iv) Upon completion of the Proposed KTI Acquisition, the KTI
Vendors is expected to collectively own more than 33% of the
resultant enlarged issued and paid-up share capital of Newco.
Pursuant to the Malaysian Code on Take-overs and Mergers, 1998
(Code), the KTI Vendors would be required to extend a mandatory
offer to acquire the remaining Newco Shares not owned by them
upon the completion of the Proposed KTI Acquisition.
In this respect, the KTI Vendors intend to apply to the
Securities Commission (SC) for an exemption from having to
undertake the mandatory offer (Proposed Exemption);
(v) Proposed special issue of new Newco Shares to eligible
investors, the quantum and terms of which have yet to be
finalized (Proposed Special Issue); and
(vi) Proposed transfer of the listing status of Gensoil on
the Second Board of the Kuala Lumpur Stock Exchange (KLSE) to
Newco (Proposed Listing Transfer).
(collectively the "Proposed Restructuring Scheme")
DETAILS OF THE PROPOSED RESTRUCTURING SCHEME
The details of the Proposed Restructuring Scheme, save for the
Proposed Debt Restructuring and Proposed Special Issue, of which
the terms and conditions have yet to be finalized, are as
follows:
Proposed Capital Reconstruction
Gensoil proposes to undertake a capital reconstruction exercise,
which entails the following:
(a) proposed capital reduction pursuant to Section 64 of the
Companies Act, 1965 to reduce the issued and paid-up share
capital of Gensoil of RM27,500,000 comprising 27,500,000
ordinary shares of RM1.00 each to RM2,750,000 comprising
27,500,000 ordinary shares of RM0.10 each by the cancellation of
RM0.90 from the par value of every Gensoil ordinary shares of
RM1.00 each;
(b) proposed consolidation of the 27,500,000 ordinary shares
of RM0.10 each in Gensoil into 2,750,000 ordinary shares of
RM1.00 each; and
(c) proposed share exchange between Newco and shareholders of
Gensoil after the Proposed Capital Reduction and Consolidation
on the basis of one (1) consolidated ordinary share of RM1.00
each in Gensoil with one Newco Share.
The 2,750,000 new Newco Shares to be issued pursuant to the
Proposed Capital Reconstruction shall rank pari passu in all
respects with the existing Newco Shares except that they will
not be entitled to any rights, dividends, allotment and/or other
distributions for which the relevant entitlement date precedes
the relevant issue date of the said shares.
Proposed Debt Restructuring
Gensoil proposes to enter into discussions with its creditors to
reach an agreement and/or compromise on the liabilities
(including contingent liabilities) owing by Gensoil to its
creditors. As at 31 December 2002, the total liabilities
(including contingent liabilities) owing by Gensoil to its
creditors amounted to approximately RM15.3 million. Details of
the Proposed Debt Restructuring will be announced accordingly
when all terms and conditions have been finalized.
Proposed KTI Acquisition
Details of the Proposed KTI Acquisition
Pursuant to the Restructuring Agreement, Newco shall acquire
from the KTI Vendors the entire issued and paid-up share capital
of KTI comprising 1,000,000 ordinary shares of RM1.00 each for
an indicative purchase consideration of RM79.0 million which
shall be further determined by a due diligence audit to be
carried out. The purchase consideration shall be satisfied
entirely via the issuance of new Newco Shares (Consideration
Shares) at an issue price of RM1.00 per share.
Basis of Arriving at the Purchase Consideration
The indicative purchase consideration of RM79.0 million for the
Proposed KTI Acquisition was arrived at on a willing buyer-
willing seller basis after taking into account, inter-alia, the
following:
(a) the future earnings potential of the KTI group of
companies (KTI Group);
(b) the consolidated audited net tangible assets (NTA) of KTI
as at 30 June 2002 of RM19.3 million; and
(c) the historical financial performance of the KTI Group.
Basis of Determining the Issue Price
The proposed issue price of the Consideration Shares of RM1.00
each was arrived at after taking into consideration the
following:
(a) the closing market share price of Gensoil's existing
ordinary shares of RM1.00 each as at 1 September 2002 of RM0.885
(being the date preceding the date of suspension of the trading
of Gensoil's shares);
(b) the audited consolidated net tangible liabilities of
Gensoil as at 30 June 2002 of RM0.75 per share; and
(c) the audited consolidated loss after taxation of Gensoil
for the 18 months period ended 30 June 2002 of RM22.9 million.
Ranking of the Consideration Shares
All Consideration Shares to be issued pursuant to the Proposed
KTI Acquisition shall rank pari passu in all respects with the
existing Newco Shares except that they will not be entitled to
any rights, dividends, allotment and/or other distributions for
which the relevant entitlement date precedes the relevant issue
date of the Consideration Shares.
Liabilities to be Assumed
Newco will not assume any liabilities of KTI under the Proposed
KTI Acquisition. The existing liabilities of KTI will be settled
by KTI in the normal course of business.
Original Date and Cost of Investment
The original dates and cost of investment of the ordinary share
of RM1.00 each in KTI to the KTI Vendors are as shown in Table
1.
Information on KTI
KTI was incorporated in Malaysia as a private limited company
under the Companies Act, 1965 on 27 August 1984. The authorized
share capital of KTI is RM1,000,000 comprising 1,000,000
ordinary shares of RM1.00 each of which the entire 1,000,000
ordinary shares have been issued and fully paid-up.
The principal activities of KTI are that of general construction
works and investment holding whilst the principal activities of
its subsidiaries are as shown in Table 2. In addition, KTI is
also currently involved in 2 property development projects in
Sabah.
The audited consolidated financial records of KTI for the past
five (5) financial years ended 30 June 2002 are as shown in
Table 3.
Since 1994, the KTI Group has completed 11 contracts with an
aggregate value of RM237 million. Currently, the KTI Group has 8
on-going and secured contracts with an aggregate value of RM274
million. The details of the KTI Group's major on-going and
secured contracts are as shown in Table 4. In addition to the
above secured contracts, the KTI Group has been actively
tendering and negotiating for new contracts from both the public
and private sectors.
Proposed Exemption
Upon completion of the Proposed KTI Acquisition, the KTI Vendors
is expected to collectively hold more than 33% of resultant
enlarged issued and paid-up share capital of Newco.
In accordance with Paragraph 6(1)(a) of Part II of the Code, the
KTI Vendors are obliged to undertake an unconditional mandatory
offer for all the remaining Newco Shares not already held by
them upon completion of the Proposed KTI Acquisition.
An application will be made to the SC to exempt the obligations
of the KTI Vendors pursuant to Practice Note 2.9.3 of the Code.
Proposed Special Issue
Newco proposes to undertake the issuance of new Newco Shares to
investors to be identified. The quantum and terms of the
Proposed Special Issue have not been finalized. The details of
the Proposed Special Issue including the utilization of proceeds
will be announced once it has been finalized.
Proposed Listing Transfer
It is proposed that the entire issued and paid-up capital of
Gensoil be delisted from the Official List of the Second Board
of the KLSE and that Newco be admitted to the Official List of
the KLSE with the listing of the entire enlarged issued and
paid-up share capital after the Proposed Restructuring Scheme.
SALIENT TERMS OF THE RESTRUCTURING AGREEMENT
The salient terms of the Restructuring Agreement include,
amongst others the following:
(i) The Proposed Restructuring Scheme is conditional upon the
following approvals (Approvals) being obtained within twelve
(12) months from the date of the Restructuring Agreement or by
such extension as may be mutually agreed upon (Approval Period):
(a) the SC;
(b) the Foreign Investment Committee (FIC);
(c) the shareholders of Gensoil;
(d) the KLSE;
(e) the creditors of Gensoil; and
(f) sanction of the High Court of Malaya.
(ii) In the event the Approvals are not obtained within the
Approval Period, the Restructuring Agreement may be terminated
by either party and thereafter shall become null and void.
(iii) In the event the conditions of the SC, FIC or KLSE's
approval is not acceptable to the KTI Vendors, an application to
waive /vary the said condition may be made within 14 business
days from the receipt of the conditional approval. If the
relevant authorities upon the expiration of the Approval Period
reject the said application to waive/vary, the said approval
shall be deemed not to be obtained.
(iv) The Restructuring Agreement may be terminated by either
party unless either of the following has been obtained within
four (4) months from the date of the Restructuring Agreement:
(a) Gensoil has secured written agreements for the
settlement and/or compromise of the liabilities (including
contingent liabilities) owing by Gensoil to its creditors, on
terms which are acceptable to the KTI Vendors; or
(b) the written approvals-in-principles of not less than
50% in numbers and 75% in value of Gensoil's creditors has been
procured, on terms which are acceptable to the KTI Vendors.
(v) Gensoil and the KTI Vendors agree that in the event:
(a) the valuation of the KTI Group as
accepted/imposed/revised by the SC is less than 85% of the
proposed valuation as submitted by Gensoil to the SC; or
(b) the NTA per share of Newco after the Proposed
Restructuring Scheme is less than 33 sen,
the Restructuring Agreement may be terminated by either party.
RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME
The Gensoil Group has been recording consecutive losses after
taxation for the past 4 years of approximately RM22.9 million,
RM1.5 million, RM6.6 million and RM27.5 million for the 18
months period ended 30 June 2002 and financial years ended 31
December 2000, 1999 and 1998 respectively mainly due to the
economic downturn which began in 1997. The main objective of the
Proposed Restructuring Scheme is to return Gensoil to better
financial standing and profitability, thereby benefiting all
stakeholders.
PROSPECTS OF THE KTI GROUP
Upon completion of the Proposed Restructuring Scheme, Gensoil
will have a new core business via the KTI Group whose principal
activity is construction.
In 2002, growth in the construction sector was maintained at
2.3%. Growth was supported mainly by higher Government
expenditure on infrastructure projects and household demand for
residential property. In the non-residential sub-sector,
construction activity remained focused on existing projects
given the prevailing large overhang of office and retail space.
In the civil engineering sub-sector, growth was stimulated by
higher Federal Government development expenditure on
construction-related projects, especially for projects related
to the transportation, education, housing and public utilities
sub-sectors.
Under the Eighth Malaysia Plan 2001-2005, the Government has
made a substantial provision for infrastructure and utilities
development. A total of RM27.0 billion will be allocated by the
Government, with RM14.0 billion for roads, RM4.1 billion for
rail and RM4.0 billion for water supply. Investments by the
private sector amounting to RM3.5 billion on roads will
complement the Government's allocation for this sub-sector.
Construction activity is projected to be slower in 2003 due
mainly to moderate activity in the civil engineering and
residential property sub-sectors. With the labor shortage
problem expected to only improve during the first half of 2003,
growth in the construction sector is envisaged to increase by
1.9% as compared to 3.4% in the previous year. This also
reflects the lower spending on infrastructure projects by both
the private sector and the Government following the completion
of some of the on-going projects.
(Source : BNM Annual Report 2002 and Economic and Financial
Developments in the Malaysian Economy in the Second Quarter of
2002, BNM)
The efforts by the Government in sustaining growth of the
construction industry is expected to benefit the KTI Group based
on its proven track record and vast experience of its management
team in the construction industry.
RISK FACTORS
(a) Change in control
Following the completion of the Proposed Restructuring Scheme,
the KTI Vendors are expected to emerge as the largest
controlling shareholders of Newco. The KTI Vendors as the new
controlling shareholders may introduce new Directors who will
effectively determine the future business direction of Newco. In
this regard, the KTI Vendors will be able to influence the
outcome of matters requiring the vote of Gensoil's shareholders,
unless it is required to abstain from voting by law and/or the
relevant authorities.
(b) Business risks
The KTI Group is subject to certain risks inherent in the
construction sector. These may include changes in general
economic conditions and political conditions, inflation,
taxation, interest rates and exchange rates of foreign
currencies and changes in business conditions such as, but not
limited to, deterioration in prevailing market conditions, labor
and material supply shortages, increase in costs of labor and
materials, non-performance or unsatisfactory performance of sub-
contractors etc.
Although the KTI Group seeks to limit these risks through,
inter-alia, a careful selection of projects and contractual
terms, prudent financial policy, maintenance of a large pool of
suppliers and sub-contractors, staff training, close on-the-job
supervision and effective human resource management, no
assurance can be given that any change to these factors will not
have a material adverse effect on the KTI Group's business.
(c) Competition
The construction industry in general is competitive in nature.
Nonetheless, the KTI Group believes it has a competitive
advantage with its highly experienced management and proven
track record. In addition, KTI has achieved ISO 9002 during the
year 2000 and ISO 9001/2001 during the year 2002 in recognition
of its quality management. In addition, there are various
barriers of entry in the construction industry such as capital
requirements, expertise and availability of good and cheap raw
materials. However, there can be no assurance that competitive
pressures in the future will not materially affect the KTI
Group's market share and consequently its financial results.
(d) Dependence on key personnel
The success of the KTI Group will depend to a significant extent
upon the abilities and continued efforts of its current
management team. The loss of any member of its management team
may have an impact on the KTI Group's operation. The KTI Group's
future success will also depend upon its ability to attract and
retain skilled personnel.
(e) Political, economic and regulatory considerations
Like all other business entities, changes in political, economic
and regulatory conditions in Malaysia and elsewhere could
materially and adversely affect the financial and business
prospects of the KTI Group. Amongst the political, economic and
regulatory uncertainties are the changes in political
leadership, expropriation, nationalization, re-negotiation or
nullification of existing sales orders and contracts, interest
rates, method of taxation and currency exchange rates.
EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
The proforma effect of the Proposed Restructuring Scheme on the
share capital, NTA, gearing and substantial shareholdings of the
Gensoil and Newco can only be determined upon finalization of
the detailed terms of the Proposed Restructuring Scheme. A
detailed announcement will be made in due course upon
finalization of the aforesaid terms.
However, the Proposed Restructuring Scheme is expected to
contribute positively to the future earnings and put Gensoil
back onto stronger financial footing.
Tables 1 to 4 can be found at
http://bankrupt.com/misc/TCRAP_Gensoil0528.doc.
GULA PERAK: SC Extends Debt Restructuring Completion Time
---------------------------------------------------------
Reference is made to the announcement dated 21 November 2001, 21
August 2002 and 9 January 2003 in relation to the Proposed Debt
Restructuring of:
(i) the Bank Guarantee Facility of RM154.5 million pursuant
to RM150 million nominal value of 3% 1995/2000 Guaranteed
Redeemable Bonds;
(ii) RM25 million Revolving Credit Facility; and
(iii) RM21 million Syndicated Term Loan for KSB Requirements
& Rest Sdn Bhd, a subsidiary of GPB.
Aseambankers Malaysia Berhad, on behalf of the Board of
Directors of Gula Perak Berhad, is pleased to announce that the
Securities Commission (SC) had via its letter dated 26 May 2003
approved the further extension of time for another five (5)
months from 25 May 2003 to 25 October 2003 to complete the
Proposed Debt Restructuring.
PROMET BERHAD: Proposes Revised Restructuring Agreement
-------------------------------------------------------
Promet Berhad (PB or the Company) refers to the Requisite
Announcement dated 6 March 2003 in relation to the Proposed
Restructuring Scheme.
On 28 February 2003, Promet had entered into a corporate
restructuring agreement (First Restructuring Agreement) with
Titan Element Sdn Bhd (TESB or Newco, a newly incorporated
company), Dato' Mahmud bin Ali and Mohd Shafie bin Mahmud, on
behalf of the shareholders of Mersik (M) Sdn Bhd (Mersik
Vendors), Rajana Vensya Sdn Bhd (RVSB) and Ong Chin Hoe & Sons
Sdn Bhd (OCH Vendor) to undertake a proposed restructuring
scheme to regularize the financial condition of the Company in
relation to Practice Note No. 4/2001 issued by the Kuala Lumpur
Stock Exchange (KLSE) pursuant to the requirements under
paragraph 8.14 of the Listing Requirements of KLSE (PN4/2001).
Subsequent to the above, RVSB and OCH Vendor have decided not to
participate in the Proposed Restructuring Scheme while Mersik
Vendors have decided to not to proceed with the sale of Mersik
(M) Sdn Bhd (Mersik) to TESB. Instead of Mersik, Dato' Mahmud
bin Ali and Mohd Shafie bin Mahmud together with To' Puan Zainin
Yusoff, Elly Surya bte Mahmud and Binjai Nominees Sdn Bhd
(Binjai) (MESSB Vendors), have decided to inject another
company, Mersik Engineering & Supply Sdn Bhd (MESSB) into TESB.
Another company, Perembun (M) Sdn Bhd (PMSB) was also
contemplated for injection into TESB.
Accordingly, on behalf of the Board of Directors of Promet
(Promet Board), Southern Investment Bank Berhad (SIBB) wishes to
announce that on 22 May 2003, Promet had entered into a revised
corporate restructuring agreement (Revised Restructuring
Agreement) with TESB, Mersik Vendors, RVSB and OCH Vendor to,
inter-alia terminate the First Restructuring Agreement, and
together with the vendors of PMSB, namely, Haji Shorbaini Abdul
Ghani and Hajjah Zainun Othman Fuad (PMSB Vendors), MESSB
Vendors, to set out the new terms and conditions as agreed by
the new parties for the Proposed Restructuring Scheme.
The Proposed Restructuring Scheme comprises the following:
- Proposed Capital Reconstruction;
- Proposed Share Exchange;
- Proposed Debt Settlement;
- Proposed Acquisitions;
- Proposed Exemption;
- Proposed Disposal;
- Proposed Placement and/or Proposed Offer for Sale; and
- Proposed Listing Status Transfer.
Information on the Proposed Restructuring Scheme
Further information on the Proposed Restructuring Scheme is set
out in the attachment at
http://bankrupt.com/misc/TCRAP_Promet0528.doc.
SATERAS RESOURCES: Winding Up Petition Served Against Unit
----------------------------------------------------------
The Board of Directors of Sateras Resources (Malaysia) Berhad
wishes to announce that a Winding-up Petition was served against
Cosmopac Sdn Bhd, a wholly owned subsidiary of the Company.
Name of the petitioner: Malaysian Government
The date of winding-up petition served on Cosmopac Sdn Bhd: The
winding-up petition served on Cosmopac Sdn Bhd at the registered
office on 22nd May 2003.
The particulars of the claim under the petition, including the
amount claimed for under the petition and interest rate:
Cosmopac Sdn Bhd owes the Inland Revenue Board of Malaysia an
amount of RM7,504,548.71, as per the winding-up petition dated
10 April 2003.
The details of the default or circumstances leading to the
filing of winding-up petition: The petitioner sent a copy of the
statutory notice of demand dated 11th March 2003 to demand for
an amount of RM7,504,548.71 together with interest calculated as
at 22nd day of November 2002. Due to default in payment of the
said amount after the lapse of 21 days, pursuant to Section
218(2)(e) of the Companies Act, 1965, a petition was then served
to the Court to wind up Cosmopac Sdn Bhd.
The total cost of investment in Cosmopac Sdn Bhd:
RM95,162,385.39
The financial and operational impact arising from the winding-up
petition: There is no financial and operational impact as full
provision have been made.
The expected losses, if any arising from the winding-up
petition: Cosmopac Sdn Bhd is expected to incur legal fees, yet
to be ascertained.
The steps that Sateras has taken and will take with regards to
the winding-up petition: Cosmopac Sdn Bhd will pursue its
negotiation with the petitioner and endeavor to secure an
acceptable settlement scheme.
SETEGAP BERHAD: Issues Unit's Winding Up Petition Info
------------------------------------------------------
Setegap Berhad furnished the following information for immediate
public release pursuant to Para 9.19(19) of the Kuala Lumpur
Stock Exchange Listing Requirements in relation to the Winding-
up petition on its subsidiary Tekun Bina Sdn. Bhd:
(a) The date of the presentation of the winding-up petition
and the date the winding-up petition was served on the listed
issuer, its subsidiary or major associated company, as the case
may be;
The subsidiary of the Company, Tekun Bina Sdn. Bhd. (TBSB) was
served a winding up petition by Abd Halim Ushah and Associates,
on behalf of RR Road Safety Sdn. Bhd. on 23rd May 2003 at 4.35
pm.
(b) the particulars of the claim under the petition,
including the amount claimed for under the petition and the
interest rate;
The claim under the notice was allegedly for the supply and
installation of sign boards amounting to a sum of Ringgit
Malaysia One Hundred Two Thousand and Eighty Four and Sen Forty
Only (RM102,084.40).
(c) the details of the default or circumstances leading to
the filing of the winding-up petition against the listed issuer,
its subsidiary or major associated company, as the case may be;
Contractual and settlement dispute.
(d) where winding-up is commenced against a subsidiary or
major associated company, the total cost of investment in such
subsidiary or major associated company;
The total cost of investment in TBSB to the Company is
RM1,400,100.00 i.e. the issued and paid up capital of TBSB.
(e) the financial and operational impact of the winding-up
proceedings on the group;
The claim will not materially affect the operational and
financial position of TBSB or the Group.
(f) the expected losses, if any arising from the winding-up
proceedings; and
Should the applicant be successful in his claim, it will not
materially affect the operational and financial position of TBSB
or the Group.
(g) the steps taken and proposed to be taken by the listed
issuer in respect of the winding-up proceedings.
The Company has instructed its solicitors to apply to strike out
the case as being frivolous, vexatious and an abuse of the court
process.
SRIWANI HOLDINGS: Enters Memorandum of Understanding With APSB
--------------------------------------------------------------
On behalf of Sriwani Holdings Berhad, Commerce International
Merchant Bankers Berhad hereby announces that the Company has on
23 May 2003 been informed by Multi Esprit Sdn Bhd, which shall
become a substantial shareholder of SHB upon completion of the
Proposals, that it has entered into a Memorandum of
Understanding (MOU) with Atlan Properties Sdn Bhd (APSB), a 70%-
owned subsidiary of Atlan Holdings Berhad (AHB).
The MOU relates to APSB's proposal to acquire thirty-two percent
(32%) equity interest in Naluri Berhad (Naluri) from Pengurusan
Danaharta Nasional Berhad, which shall also involve Naluri
participating in the equity of SHB as well as acquiring certain
assets of SHB. Further details of the APSB's proposal have been
announced by AHB on 23 May 2003. A copy of the announcement is
attached at http://bankrupt.com/misc/TCRAP_Sriwani0528.doc.
Nevertheless, SHB shall proceed with the implementation of the
Proposals independently.
The Proposals collective refers to:
* Proposed Capital Reduction and Consolidation;
* Proposed Restricted Issue;
* Proposed Rights Issue;
* Proposed Debt Restructuring Scheme;
* Proposed Assets Injection; and
* Proposed Additional Issue.
TAIPING SUPER: SC Notes Proposed Rights Issue Revisions
-------------------------------------------------------
Taiping Super Berhad refers to the announcement dated 7 April
2003 with regard to the revision to the Proposed Rights Issue
with Warrants.
On behalf of TSB, Southern Investment Bank Berhad, is pleased to
announce that the Securities Commission, had via its letter
dated 20 May 2003, stated that it had taken note of the
following revisions:
(i) TSB proposes to implement the Proposed Rights Issue with
Warrants based on a minimum subscription level. In this regard,
the minimum subscription level determined is 10,000,000 shares;
(ii) Following the implementation of the Proposed Rights
Issue with Warrants on a minimum subscription level, the
proceeds from the Rights Issue with Warrants is revised. Details
can be found at http://bankrupt.com/misc/TCRAP_Taiping0528.gif.
(iii) Revision to the Proposed Bonus Issue entitlement ratio
following the implementation of the Proposed Rights Issue with
Warrants based on minimum subscription level. The entitlement
ratio will be revised to be based on the subscription level of
the Proposed Rights Issue with Warrants.
Following the implementation of the Proposed Rights Issue with
Warrants at a minimum subscription level, TSB is reminded to
comply with the requirements of the Policy and Guidelines on
Issue/Offer of Securities in relation to the minimum issue and
paid up share capital of RM40 million by companies listed on the
Second Board of the Kuala Lumpur Stock Exchange. TSB is also
reminded to comply with its obligation to inform the
shareholders on the non-compliance through the quarterly
financial results.
According to Wrights Investors' Service, at the end of 2001,
Taiping Super Berhad had negative working capital, as current
liabilities were RM19.30 million while total current assets were
only RM12.06 million. It also reported losses during the
previous 12 months and has not paid any dividends during the
previous 2 fiscal years.
TONGKAH HOLDINGS: Disposes Quoted Securities
--------------------------------------------
Tongkah Holdings Berhad informed that it had on 23 May 2003 been
notified by PB Trustee Services Berhad (the trustee in respect
of the Company's RM186,558,296 Nominal Value of 5 year 1%-2%
Redeemable Secured Convertible Bonds A 1999/2004 and
M275,980,363 Nominal Value of 5 year 1%-2% Redeemable Secured
Convertible Bonds B 1999/2004 (collectively Bonds)) that they
have on 20 May 2003, disposed of some of the Company's
securities held in public listed companies, which are peldged
with them in relation to the Bonds.
The proceeds of sale are retained in the sinking fund accounts
maintained pursuant to the respective trust deeds relating to
the Bonds. Please refer to the summary attached for information
on the securities disposed at
http://bankrupt.com/misc/TCRAP_Tongkah0528.doc.
TONGKAH HOLDINGS: Summons Won't Affect Scheme Implementation
------------------------------------------------------------
Tongkah Holdings Berhad wishes to announce that the Kuala Lumpur
High Court Originating Summons No. S24-769-03: Pb Trustee
Services Berhad -V- Tongkah Holdings Berhad, dated 30 April
2003, was served on the Company on 23 May 2003 by the solicitors
acting for and behalf of PB Trustee Services Berhad (Trustee).
The summons states that the Trustee is seeking an order of Court
against the Company for the following:
1. That the Company's land held under Geran No. 26884, Lot
No. 8931 Mukim Kuala Lumpur, Daerah Wilayah Persekutuan
(Property) which is charged to the Trustee be sold by
public auction to recover the amount of RM275,980,363.00
being repayment for the outstanding of the nominal value
of the 1%-2% Redeemable Secured Convertible Bonds B (Bonds
B) together with accrued interest at 2.00% per annum over
Malayan Banking Berhad's base lending rate calculated from
29 August 2002 until date of settlement pursuant to the
terms and conditions of the Trust Deed;
2. That the date for the public auction be fixed;
3. That a reserve price and other directions relating to the
public auction be fixed and determined by the Senior
Assistant Registrar of the Court;
4. That the Company delivers vacant possession of the
Property within seven (7) days of the Court order; and
5. That the Court grants such other reliefs or orders as it
thinks fit.
The above action by the Trustee is not expected to affect the
implementation of the Company's Proposed Restructuring Scheme
(as defined in the Company's announcement dated 1 October 2002),
as the disposal of Property along with the other assets of the
Company is contemplated under the said scheme.
=====================
P H I L I P P I N E S
=====================
FIRST PHILIPPINE: PhilRatings Rates LTCP's to PRS Baa
-----------------------------------------------------
Philippine Rating Services Corporation (PhilRatings) has changed
its rating for First Philippine Holdings Corporation's (FPHC)
P800 million long-term commercial papers (LTCPs) from PRS A to
PRS Baa. PRS A is defined as: "With favorable investment
attributes and are considered as upper-medium grade obligations.
Factors giving security to principal and interest are considered
adequate, but elements may be present which suggest a
susceptibility to impairment sometime in the future." PRS Baa,
on the other hand, is defined as: "Neither highly protected nor
poorly secured. Interest payments and principal security appear
adequate for the present but certain elements may be lacking or
may be characteristically unreliable over any great length of
time." The outstanding LTCPs will mature in three tranches, as
follows: P280 million each in November and December 2003 and
P240 million in January 2004.
In a disclosure to the Securities and Exchange Commission, dated
May 22, 2003, a copy of which was provided to PhilRatings, FPHC
stated that FGHC International (FGHCI), its wholly-owned Cayman
Island subsidiary, settled its USD 5 million Floating Rate Notes
due on the same date. For FGHCI's USD70 million facility
maturing also on May 22, a partial payment in the amount of USD
10 million plus interest up to the said date was made. Lenders
have agreed in principle to amend the repayment date for this
facility to June 30,2003. This facility is guaranteed by FPHC.
FPHC is looking at dividends to be received subsequently and
FGHCI's issuance of Term Notes as means for repayment of the
amount that remains outstanding to date. PhilRatings will
continue to closely monitor developments relating to the
settlement of this facility, with a focus on how this may impact
FPHC's capability to pay its maturing LTCPs.
MANILA ELECTRIC: Offers P2.7B Refund Starting November
------------------------------------------------------
Manila Electric Co. (Meralco) has offered to refund up to 2.7
billion pesos starting November to residential customers with a
monthly consumption of 101-200 kilowatthours, AFX Asia said on
Monday. The offer represents the second phase of the Company's
30.5 billion pesos refund of overcharges ordered by the Supreme
Court.
Manila Electric Co. President Jesus Francisco said the refund's
third phase, which covers residential customers with consumption
of 201 kWh and up, would be carried out next year. Most of
Meralco's residential customers consume up to 400 kWh. The
refund proposal for commercial and industrial clients is still
under study, Francisco said.
MANILA ELECTRIC: Opportunity for Overseas Investors Unlikely
------------------------------------------------------------
Manila Electric Co. (Meralco) stands very little chance of
raising money overseas after Standard and Poor's (S&P)
downgraded its foreign currency rating to triple C, down from B
minus, while judging its outlook to be negative, Asia Pulse
reports.
S&P said that Meralco's cash balances were estimated at only
around 5 billion pesos (US$94 million), whereas its cash
obligations exceed 12 billion pesos for this year alone. It also
doubted whether Meralco would succeed in refinancing maturing
short-term debt or secure a rate increase to fund rising
financial obligations.
NATIONAL BANK: PDIC President to Replace Nazareno as Director
-------------------------------------------------------------
Philippine Deposit Insurance Corporation (PDIC) President
Ricardo M. Tan will likely replace Norberto Nazareno as Director
of Philippine National Bank (PNB), the Malaya Newspaper reported
Tuesday, citing Finance Secretary Jose Isidro Camacho.
Tan took over PDIC late last year after Nazareno resigned from
the post for health reasons. The latter, however, remained a
director of PDIC and of PNB. Camacho said Francisco Dizon,
currently the PNB Chairman would stay on at the helm of board.
The board composition reflects the new ownership structure of
PNB with the government appointees occupying six board seats.
After the debt for equity swap last year, the government now has
an equal stake of 44.98 percent with the Tan group.
NATIONAL POWER: Power Demand Surge Lifts Q1 Sales
-------------------------------------------------
The National Power Corporation (Napocor) said energy sales
increased 8.3 percent to 7,750 gigwatthours (GWh) in the first
quarter of this year from 7,158 GWh during the same period last
year, due to stronger demand from distribution utilities and
industrial customers, Business World reports. The growth in
sales was on the back of a 7.6 percent rise in sales to its
largest customer, the Manila Electric Co. (Meralco).
Napocor also noted energy use of electric utilities in all other
grids also went up to 3,362 GWh in the first quarter from 3,052
GWh during the same period last year. Total sales to its
industrial customers slightly increased to 675 GWh from 656 GWh
during the comparative period.
NATIONAL POWER: PSALM Firms Up Talks With Creditors
---------------------------------------------------
The Power Sector Assets and Liabilities Management Corp. (PSALM)
is in talks with multilateral creditors for the transfer of the
National Power Corporation (Napocor) assets and liabilities, the
Philippine Star said on Tuesday. PSALM is still in the process
of "satisfying" some terms in the loan agreement with creditors
before they could give the go-signal for the transfer of the
Napocor assets to PSALM.
PSALM had already secured the approval of Napocor's commercial
lenders like Citibank N.A. and other foreign and local banks to
transfer their loans from the states-owned power firm to PSALM.
Del Fonso said the commercial banks account for some 20 percent
of the state-owned power firm's total loan. The multilateral and
bilateral creditors, meanwhile, account for about 50 percent of
its liabilities, while the remaining 30-percent account for
bonds and other creditors. As of end-2002, Napocor's debts had
ballooned to $7.2 billion from $6.1 billion in 2001.
UNIWIDE GROUP: SEC Names New Rehab Receiver
-------------------------------------------
The Securities and Exchange Commission (SEC) has appointed
lawyer Julio C. Elamparo as a new rehabilitation receiver for
debt-saddled Uniwide Group of Companies, reports the Business
World. Mr. Elamparo replaces the Uniwide interim receivership
committee headed by former Petron Corp. Chairman Monico Jacob,
which was created by the SEC in July 1999. With the order, the
committee has been discharged effective May 15.
Uniwide reduced its losses to only PhP20 million in 2002,
against a net loss of PhP500 million in 2001, due to the growth
of its retail business and cost-cutting measures. The Company
registered an almost PhP1-billion net loss in 2000. The Uniwide
group is composed of Uniwide Sales, Inc., Uniwide Holdings,
Inc., Naic Resources and Development Corp., Uniwide Sales Realty
& Resources Corp., First Paragon Corp., and Uniwide Sales
Warehouse Club, Inc.
=================
S I N G A P O R E
=================
ASIA PULP: Creditors Agree On Default Protection
------------------------------------------------
Creditors of Indonesia's Asia Pulp & Paper Co. (P.PAP) agreed on
a key issue of protection in the event of a second default by
the Company, a move that could lead to a final solution to
settling APP's staggering US$14 billion debt, the Business Times
and Dow Jones reports. Negotiators led by the Indonesian Bank
Restructuring Agency (IBRA) resolved three outstanding issues
after a marathon session Saturday.
The negotiating committee and APP's representatives agreed on
how creditors will be protected if the pulp and paper Company
goes into a second default, the terms for converting debt to
equity, and the creation of a creditors' committee to review
related-party transactions.
On the most contentious issue - the second default protection -
it was agreed that should APP default a second time, it will be
given a 90-day "cure period" before creditors, subject to a 75
percent majority vote, declare its debts due and payable.
ASIA PULP: Preliminary Agreement Set to Be Signed This Week
-----------------------------------------------------------
Creditors owed $6.4 billion by Asia Pulp & Paper (APP) are
likely to approve a preliminary agreement in Singapore later
this week that calls for a full restructuring to be signed by
early July, the Financial Times said Monday. The Indonesian Bank
Restructuring Agency (IBRA) said Monday that negotiators for
creditors and APP, which is owned by Indonesia's Widjaja family,
signed a letter agreeing to terms after a 10-hour negotiating
session that ended early in the morning Saturday.
A committee of Indonesian ministers must still approve the
agreement. It calls for a final restructuring to be signed by
July 9.
NEPTUNE ORIENT: Posts Profit for Q1 2003
----------------------------------------
Global transportation and logistics Company Neptune Orient Lines
Ltd (NOL) reported a first quarter (Q1) 2003 profit of US$20.3
million - in contrast to the Q1 2002 loss of US$91.5 million.
Year-on-year, Group revenue for Q1 increased 16 per cent to
US$1.34 billion, reflecting revenue increases in all three of
its businesses; APL Liner, APL Logistics and Chartering.
Chairman Cheng Wai Keung said, "I am pleased to report that our
cost containment efforts have had a marked, positive impact on
our results for the first quarter together with strong charter
rates in the tanker business, a recovery in APL Liner freight
rates on sustained volumes, and an improved operating
performance in APL Logistics."
Mr. Cheng said the result underlined the capable leadership of
the senior management team. "Their strategies and business plans
are proving successful," he said "and they and their teams I
know are determined to maintain the momentum throughout the rest
of the year."
Cost savings of US$34 million were achieved in Q1, compared with
the fourth quarter of 2002, with general and administration
costs wound back and further efficiencies made within the
businesses. Mr Cheng said he expected cost containment efforts
to continue throughout the year and into the future.
Mr. Cheng warned that despite some recovery in freight rates,
overall they were still below average 1999 levels. "To ensure we
can continue to invest to meet customers' future needs, we need
to do more than achieve profitability in any single year - and
we, along with the rest of the industry, have some catching up
to do after the past, tough two years when rates reached
unsustainable levels," he said. "We will continue to work with
customers to address this issue."
This is the first time the Group has provided quarterly results,
complying with new Singapore Stock Exchange regulations.
Executive Director and Group Chief Financial Officer Lim How
Teck said a first quarter profit was historically not typical
for the Company - and for the industry - reflecting seasonal
variations in trade flows. "It is only the second time since
1998 the Group has made a profit in the first quarter," he said.
The first time was in 2000.
Looking forward, Mr. Cheng said with the progressive recovery in
freight rates and continued successful cost management, barring
unforeseen circumstances; the NOL Group expects to achieve
significant profits for the full year 2003.
In addition, he said, with the proposed sale of crude oil
transportation Company, American Eagle Tankers (AET), expected
to close in July, the Group's balance sheet should strengthen
considerably.
APL Liner
NOL's liner business, APL, improved its performance at an
operating level, with core Earnings Before Net Interest Expense
and Tax (EBIT) of US$5 million - compared with the Q1 2002 EBIT
loss of US$53 million. Performance improved month on month
during the quarter, the unit returning to a net profit in March,
Acting APL CEO, Ron Widdows, said.
Cost management was an important component. "Although bunker
prices rose in the first quarter," he said, "we achieved our Q1
cost saving targets through initiatives which included
productivity gains, network rationalization, and managing
equipment and capacity more effectively - for example moving
containers from short-sea service Intra-Asia to the Trans-
Pacific where greater yields were possible, increasing volumes
in that trade by 15 per cent."
Turnover overall increased 11 per cent, largely as a result of a
recovery in Asia-Europe rates and the higher Trans-Pacific
volumes, with average freight rates improving ten percent on Q1
2002.
APL Liner is on track to achieve significant profits in 2003.
APL Logistics
NOL's supply chain management Company ended the first quarter
just under breakeven - a significant improvement on the previous
first quarter. Turnover improved 18 per cent to US$231 million
and core EBIT loss improved by US$6 million, or 86 per cent to
negative US$1 million.
"Higher volumes and greater efficiencies, together with a cost
saving drive on general and administration expenses helped us to
achieve a much looked for improvement in performance," APL
Logistics CEO Hans Hickler said.
Some early wins in 2003 securing several global contracts,
together with the on-going cost savings and focus on
international services, consolidation and forwarding means APL
Logistics is confident its performance will remain on track and
that it will meet its objective of improved overall performance
by year end.
Chartering
Significant increases in charter rates for both crude oil and
product tankers pushed NOL's Chartering division's revenue up 78
per cent to US$141 million compared with Q1 2002, while core
EBIT rose 529 per cent to US$44 million.
"The ripples from the sinking of the Prestige off the coast of
Spain continue to be felt, with heavy demand for double-hulled
tonnage. With all our crude oil tankers being either double-
hulled or double-sided, AET is in demand," said AET CEO Joseph
Kwok.
That demand is expected to continue as low crude oil levels in
the US are replenished and because restrictions on single-hulled
tankers operating in European waters could come into effect in
July.
NOL recently announced its plans to sell AET to Malaysia
International Shipping Corporation (MISC). The proposal will be
put before NOL shareholders on 28 May.
About NOL
NOL is a global transportation and logistics Company engaged in
shipping and related businesses. Its container transportation
arm, APL, provides customers around the world with container
transportation services that combine high quality inter-modal
operations with state-of-the-art information technology while
APL Logistics provides end-to-end supply chain management
services through its global network. Its crude oil
transportation Company, American Eagle Tankers (AET) provides
quality services to the oil industry, principally in the
Caribbean and Gulf of Mexico region.
Media inquiries:
Sarah Lockie
(65) 6371.5022
sarah_lockie@nol.com.sg
For a copy of NOL's Monthly Operational Performance, go to
http://bankrupt.com/misc/tcrap_nol0527.pdf
SEATOWN CORPORATION: Places Unit Under Judicial Management
----------------------------------------------------------
The Board of Directors of Seatown Corporation Ltd announced that
Tri-Mix Pte Ltd Tri-Mix, its wholly owned subsidiary was placed
under judicial management on 21 May 2003.
Mr. Chee Yoh Chuang and Mr. Lim Lee Meng have been appointed
Interim Judicial Managers of Tri-Mix pending the hearing
scheduled in the Singapore High Court on 27 June 2003 in
connection with the petition filed in the Singapore High Court
for Tri-Mix to be placed under judicial management.
===============
T H A I L A N D
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ABICO HOLDINGS: Explains Why Auditor Did Not Reach Conclusion
-------------------------------------------------------------
As Abico Holdings Public Co., Ltd. delivered the financial
statement for the three-month period ending 31 March, 2003,
which was reexamined by the auditor. As the auditor could not
express confidence in its financial statements, the company
would like to explain, as follows:
Cause No.1: The ability to continue the operation and the result
of loss, which exceeded the capital significantly.
Explanation: The company solved the problem of operation by
making a long-term plan in adjusting business structure starting
last year as the first year and the result would be better this
year and the following years according to the increasing output
as well as negotiation to adjust the debt structure and
operation to make the business restructuring plan to solve the
problems of the company; the company is in the period of
providing a financial advisor to carry out the activities within
this year.
Cause No. 2: The scope of reexamination of the financial
statement of Malee Sampran Public Co., Ltd., which is an
associated company of this company.
Explanation: Whereas Malee Sampran Public Co., Ltd., and
associated company of this company having other auditor who is
not the same auditor as that of the company but the financial
statement of this associated company was reexamined by the
auditor of the associated company.
SIAM SYNTEC: SET Grants Additional Listed Securities
----------------------------------------------------
The Stock Exchange of Thailand (SET) allows additional
securities (11,220,001 shares) of Siam Syntec Construction
Public Company Limited (SYNTEC) to be listed and traded in the
SET effective from May 27,2003 as the company finished its
capital increase process according to the rehabilitation plan.
Abbreviation : SYNTEC
Old Paid up Capital : Bt350,393,960
New Paid up Capital : Bt361,613,961
Par value : Bt1
Allocated to : Creditors (to be complied with
business rehabilitation plan)
Conversion price per share: 1
Payment Date : May 12-16,2003
The Troubled Company Reporter - Asia Pacific reported yesterday
that Siam Syntech Planner Company Limited, as Plan
Administrator, has already proceeded to increase registered
capital from Bt3.97 million to Bt400 million to reserve for
debt-to-equity conversion and for the new investor.
THAI ENGINE: Securities Trading Still Suspended
-----------------------------------------------
Previously, the Stock Exchange of Thailand posted the NP (Notice
Pending) sign on the securities of Thai Engine Manufacturing
Public Company Limited (TEM) from 10 April 2003 for the reason
that the company has submitted to the SET its year ending 31
December 2002 audited financial statements with the Disclaimer
of Opinion from auditor. The SET was waiting for the conclusion
whether the company has to amend its financial statements.
The Securities and Exchange Commission (SEC) has now informed
the SET that it is not necessary to amend TEM's financial
statements on the issue that the auditor has stated, but the 6-
month ended financial statements as of June 2003 is requested to
be amended as to complete the points auditor stated his concern.
The SET has posted the "NR" (Notice Received) sign on TEM's
securities for the second trading session of 23 May 2003 to
announce that the SET has received the conclusion from the SEC.
However, the SET has still suspended trading all securities of
TEM until the causes of delisting are eliminated.
* SET Suspends Companies for Failure to Submit F/S
--------------------------------------------------
Previously, the Stock Exchange of Thailand posted the "NP"
(Notice Pending) sign on the securities of the following
companies effective from 19 May 2003 because they have failed to
submit their financial statements as of 31 March 2003, which was
the deadline specified by the SET.
1. Datamat Public Company Limited (DTM)
2. National Fertilizer Public Company Limited (NFC)
3. Natural Park Public Company Limited (N-PARK)
4. Roynet Public Company Limited (ROYNET)
5. Tuntex (Thailand) Public Company Limited (TUNTEX)
The Stock Exchange of Thailand (SET) has posted an "SP"
(Suspension) sign to temporary suspend the trading of the
company's securities due to the company has failed to submit
their financial statements for more than 5 working days.
Therefore effective on 26 May 2003 onwards, until the company
submits the required financial statements this suspension will
remain in effect.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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