/raid1/www/Hosts/bankrupt/TCRAP_Public/030616.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, June 16, 2003, Vol. 6, No. 117
Headlines
A U S T R A L I A
AVENG LIMITED: Vote on Scheme of Arrangement Next Month
GASNET AUSTRALIA: Posts Update of Restructuring
MIM HOLDINGS: OK's Xstrata Bid to Give Investors AU$1.72/share
MIM HOLDINGS: Court Postpones Decision on Scheme of Arrangement
QANTAS AIRWAYS: Tie-up with Air New Zealand Doomed
QANTAS AIRWAYS: Cuts Flights to Rome; to Codeshare with Cathay
TRANZ RAIL: Moody's Puts Caa1 Rating on Review for Upgrade
TRANZ RAIL: Toll Holdings Mulls Backdoor Maneuver Before July 11
C H I N A & H O N G K O N G
BAKER GROUP: Needs Capital Boost to Stay Alive
BIRDS GODOWN: Court to Hear Winding Up Petition July 9
GUANGDONG TOURS: Creditors' Wind up Petition Approved
NASU ELECTRIC: Date of Winding up Hearing Set
SUN YUEN: Court Schedules Winding Up Hearing June 25
I N D O N E S I A
BANK DANAMON: Logs Rp559 Billion Net Profit in First Five Months
GARUDA INDONESIA: Finance Chief Sees 18% Income Shortfall in '03
PT INDOFARMA: Changes FY2002 Results to Reflect Rp59B Loss
TUGU PRATAMA: Disposal of Non-core Units Will Continue
J A P A N
HITACHI LTD.: Posts US$800M Pretax Loss in 2002
RESONA HOLDINGS: JCR Affirms Ratings, Credit Monitor Change
RESONA HOLDINGS: Unlikely to Return to Profit This Year
TOSHIBA CORPORATION: Post Details of Reorganization Plan
TOYO CONSTRUCTION: R&I Issues Opinion on Capital Increase
* Moody's May Cut Japanese Banks Stock, Securities' Ratings
K O R E A
HYNIX SEMICONDUCTOR: Markets Organic EL Display
SK GLOBAL: Minority Shareholders Oppose Bailout
SK GLOBAL: Creditors Intend to Change Leadership
SK GROUP: Executives Found Guilty of Accounting Fraud
M A L A Y S I A
CHASE PERDANA: Extends Restraining Order to September 6
KEMAYAN CORPORATION: Settles Installment Payments With LHDN
MALAYSIAN GENERAL: Post Changes in Address
NALURI BERHAD: CIMB Acquires Ordinary Shares in Celcom
PERNAS INTERNATIONAL: Restructuring Involves Hotel Sales
TAT SANG: Unveils 4Q02 Financial Results
P H I L I P P I N E S
BALABAC RESOURCES: Appoints Nestor Mendones as New CFO
BENPRES HOLDINGS: Appoints New Board of Directors
DIGITAL TELECOM: Issues Statement in Response to PSE Query
MANILA ELECTRIC: DOE Gives Proposal For Unclaimed Refund
NATIONAL STEEL: Iligan City Willing to Waive Taxes
S I N G A P O R E
ASIA PULP: Signs Debt Restructuring Scheme For Indonesian Firms
HOTEL PLAZA: Dissolves Dormant Vietnamese Unit
HWA HONG: Unit Enters Voluntary Liquidation
NEPTUNE ORIENT: Appoints David Lim as CEO
THAKRAL CORPORATION: Posts Notice of Shareholder's Interest
- - - - - - - -
=================
A U S T R A L I A
=================
AVENG LIMITED: Vote on Scheme of Arrangement Next Month
-------------------------------------------------------
McConnell Dowell Corporation Limited announces that the Federal
Court of Australia has approved the convening of meetings of
shareholders and optionholders of the company for the purposes
of considering the schemes of arrangement that would result in
Aveng Limited moving to 100% ownership of McConnell Dowell.
The meetings of shareholders and optionholders are to be held at
10.00am and 11.00am respectively, on Friday July 25, 2003 at
Clarion Hotel on Canterbury, 326 Canterbury Road, Forest Hill,
Victoria.
The explanatory statement will be dispatched to shareholders and
optionholders no later than Tuesday June 24, 2003. McConnell
Dowell Corporation Ltd is an Australian based engineering and
construction company offering specialized heavy and marine
civil, pipeline construction and mechanical and electrical
services to a geographically diverse selection of quality
clients.
For and on behalf of McConnell Dowell Corporation Limited
D.G. Robinson
CHIEF EXECUTIVE OFFICER
For more inquiries, contact:
D.G. Robinson
McConnell Dowell Corporation Limited
Tel: (03) 8805 5200
Fax: (03) 8805 5375
GASNET AUSTRALIA: Posts Update of Restructuring
-----------------------------------------------
In relation to the restructure of the GasNet Australia Trust,
which will result in units in GasNet Australia Trust being
stapled to units in GasNet Australia Investments Trust and
shares in GasNet Australia Investments Limited (GasNet Group),
GasNet Australia Limited, advises that:
(a) ASX reserves the right (in its absolute discretion) to
remove any or all members of the GasNet Group from the
official list if any of the securities of a member of the
GasNet Group are not stapled to equivalent securities in the
other members of the GasNet Group.
(b) The date for allotting GasNet Group stapled securities and
the first date for dispatch of holding statements for GasNet
Group stapled securities is June 19, 2003. The last date
for dispatch of holding statements is June 25, 2003.
(c) The following is an indicative statement setting out the
names of the 20 largest holders of GasNet Group securities,
including the number and percentage of securities held by
those holders.
TOP TWENTY SHAREHOLDERS
FULLY PAID STAPLED SECURITIES
NAME SECURITIES
% I/C
National Nominees Ltd 9,858,852
7.52
J P Morgan Nominees Australia 8,268,915
6.35
Commonwealth custodial 3,889,954
2.99
Westpac custodian Nominees 3,835,340
2.95
UBS Warburg Private Clients 2,256,330
1.73
Avanteos Investments Ltd 1,233,839
0.95
Tower Trust Ltd 1,149,621
0.88
Sandhurst Trustee Ltd 977,901
0.75
RBC Global Services Australia 875,403
0.67
Permanent Trustee Australia 861,657
0.66
Permanent Trustee Australia 844,986
0.65
Sandhurst Trustee Ltd 820,901
0.63
ARGO Investments Ltd 740,000
0.57
INVIA Custodian Pty Ltd 690,371
0.53
Permanent Trustee Australia 615,670
0.47
Corporate Positioning Pty Ltd 500,000
0.38
INVIA Custodian Pty Ltd 500,000
0.38
Permanent Trustee Australia 474,898
0.36
Sandhurst Trustees Ltd 426,371
0.33
Cogent Nominees Pty Ltd 345,978
0.27
Total 39,166,987
30.02
MIM HOLDINGS: OK's Xstrata Bid to Give Investors AU$1.72/share
--------------------------------------------------------------
On June 6, MIM Holdings Limited (MIM) shareholders approved a
Scheme of Arrangement under which Xstrata plc (Xstrata) would
acquire all of the shares in MIM for AU$1.72 cash per share.
The Scheme remains subject to satisfaction of certain conditions
precedent and the exercise of the discretion of the Supreme
Court of Queensland to approve the Scheme. If the Scheme is
approved, Xstrata will acquire all of MIM's shares.
Shareholders will receive AU$1.72 per MIM share which will be
paid on the sixth business day following approval of the Scheme
by the Court.
If this Scheme is Court-approved, trading in MIM shares will be
suspended from the close of trading on that day.
SG Australia Limited (SGAL), as Issuer of the warrants, MIMWGG
(the Warrants), under the terms of the offering Circular dated
November 21, 2002 and supplementary offering circulars dated
January 15, 2003, January 10, 2003, January 6, 2003 and December
17, 2002, (Offering Circular), announces that if the scheme is
approved prior to the Expiry Date of the Warrants:
(1) The Warrants would also be suspended from trading from the
time at which the MIM shares are suspended (such date being
the Early Expiry Date);
(2) The suspension of the MIM shares would, with consent of ASX,
constitute an Extraordinary Event, resulting in the early
expiry of the Warrants;
(3) Holders of the Warrants may receive an Assessed Value
Payment calculated with reference to the $1.72 to be paid by
Xstrata to MIM shareholders.
If you have any questions regarding this adjustment, please call
SG Australia Limited on 1800 825 574.
M Jadwat
EXECUTIVE DIRECTOR OF EQUITY DERIVATIVES
MIM HOLDINGS: Court Postpones Decision on Scheme of Arrangement
---------------------------------------------------------------
The Queensland Supreme Court failed to rule last week on the
scheme of arrangement of MIM Holdings, postponing the decision
until either today or tomorrow, MiningNews.net.
Justice Brian Ambrose reportedly told Xstrata's barristers that
while their submissions had been "very persuasive," he would
reserve his decision because of the large amount of material to
be considered.
Meanwhile, contrary to expectations, barrister David Jackson,
who represented MIM Holdings in the court proceeding last week,
reportedly submitted eviance of share splitting during the vote
that accepted Xstrata's takeover offer. One example he gave was
the 570 new shareholders who have the same address. Reports
immediately following the vote had earlier indicated that the
opposition has conceded defeat and won't challenge the results.
The Australian Securities and Investments Commission condemns
share splitting, but it reportedly agreed that a small number
during the Xstrata vote would not have influenced the outcome.
Xstrata's bid received a 58.5% approval from 38,000
shareholders, accounting for 89.1% of the 1.4 billion shares
voted.
QANTAS AIRWAYS: Tie-up with Air New Zealand Doomed
--------------------------------------------------
The decision on the proposed tie-up of Qantas Airways Ltd and
Air New Zealand will be delayed by another two to three months,
according to Reuters.
The Australian Competition and Consumer Commission, whose ruling
was expected by month's end, said last week it has started legal
proceedings to push back the decision.
"The commission, for legal and administrative reasons, is not in
a position to make an unambiguous statement as to the date at
which it will make a decision," Reuters quoted ACCC Chairman
Allen Fels as saying. "But it is now likely that no decision
will be made for two or three months."
The Commission's decision is another blow to the proposed
merger, which also suffered a setback last week when the New
Zealand Commerce Commission bared a re-calculated figure,
showing that the venture would cost the New Zealand economy
NZ$195 million to NZ$467 million in the deal's third year.
Prior to this, the New Zealand regulator pegged the impact of
the tie-up at just between NZ$156 million and NZ$402 million.
The proposal looked doomed from the beginning, as both
regulators rejected the idea the first time it was brought to
their attention for consideration. Last month, Qantas and Air
New Zealand offered the Australian Commission a number of
concessions to help allay concerns, including guarantees on
capacity and prices, and access for potential competitors.
QANTAS AIRWAYS: Cuts Flights to Rome; to Codeshare with Cathay
--------------------------------------------------------------
Qantas Airways said Thursday it would suspend its twice-weekly
services to Rome via Singapore and commence codeshare services
four times each week to Rome via Hong Kong with oneworld partner
Cathay Pacific.
The Cathay Pacific codeshare services will commence on 9
September and be operated by a Qantas aircraft between Australia
and Hong Kong and a Cathay Pacific aircraft between Hong Kong
and Rome.
This represents a doubling of frequency compared with the
current Qantas schedule. The new codeshare services will depart
Australia on Tuesdays, Thursdays, Fridays and Saturdays. Qantas
plans to operate 30 services per week to Europe from 9, 21 to
London, seven to Frankfurt and two to Paris.
The Chief Executive Officer of Qantas, Geoff Dixon, said Qantas
began services to Rome in 1948 and the suspension of these
services highlighted the extremely difficult environment for
international airlines, including Qantas.
"This decision has not been made lightly," Mr Dixon said. "The
aviation industry is going through the most difficult period in
its history, with SARS compounding the consequences of the
events of 9/11, the wars in Afghanistan and Iraq and the threat
of terrorism.
"All areas of Qantas have been affected and we have made a range
of tough decisions including redundancies, retirement of
aircraft and the reduction of capital expenditure by $1 billion
next financial year."
Mr. Dixon said Qantas would maintain a sales office in Rome and
monitor developments to determine whether Qantas operated
services to Rome may be resumed in the future.
Qantas Frequent Flyer members will earn points on the new
codeshare services to Rome and oneworld alliance benefits will
also apply.
For more information, contact Melissa Thomson by Phone: 9691
3013
TRANZ RAIL: Moody's Puts Caa1 Rating on Review for Upgrade
----------------------------------------------------------
Moody's announced last week it is reviewing for possible upgrade
the Caa1 rating on Tranz Rail Finance Limited Pass Through
Certificates, Series 1996, backed by Tranz Rail Ltd.
The review, according to the rating agency, was triggered by the
announcement that the company had reached agreement with the New
Zealand Government for a partial purchase of Tranz Rail. The
short term rating of Tranz Rail Holdings Ltd. (Tranz Rail)
remains Not Prime.
"The review will focus on the change in financial structure and
operating performance if the proposed transaction occurs and the
liquidity profile of Tranz Rail," Moody's said.
"Tranz Rail remains financially weak with limited financial
flexibility and there are imminent needs to restructure its
debt," Moody's noted, adding "the proposed transaction has
significant conditionality and thus, there is some uncertainty
until all the conditions are met."
Headquartered in Auckland, New Zealand, Tranz Rail operates the
only commercial rail network in that country. The company also
has a fleet of trucks and operates an inter-island ferry
service.
For more information, contact:
Brian Cahill (Sydney)
Managing Director
Corporate Finance
Moody's Investors Service
David Howell (Sydney)
Vice President - Senior Analyst
Corporate Finance
Moody's Investors Service
TRANZ RAIL: Toll Holdings Mulls Backdoor Maneuver Before July 11
----------------------------------------------------------------
After getting beat in the race for Tranz Rail by no less than
the New Zealand government, Australian logistics company, Toll
Holdings said Friday it is not ruling out taking another route
to gain control of the ailing rail transport group.
"We would not rule it out," Toll's managing director Paul Little
told Reuters, referring to the possibility of increasing its
10.1% stake in Tranz Rail.
Shareholders of the formerly state-owned rail company will meet
July 11 to decide whether or not to accept the government's
NZ$126 million rescue offer. In a last minute decision, the
government offered NZ$76 million to buy a 35% stake in Tranz
Rail and NZ$44 million to meet lease payments. It will also
spend NZ$50 million on land and property and a token NZ$1 to buy
back the national rail network, Troubled Company Reporter-Asia
Pacific said last week.
The announcement of the government offer pushed the company
shares to as high as NZ$1.02 last week, before easing to
NZ$0.93, which is still higher than the NZ$0.75 Toll Holdings
offer. Many analysts said the Australian firm's offer was
virtually dead, but Toll subsequently raised its offer to
NZ$0.95 a share.
================================
C H I N A & H O N G K O N G
================================
BAKER GROUP: Needs Capital Boost to Stay Alive
----------------------------------------------
Baker Group International Holdings Ltd admitted late last week
only capital restructuring will keep it afloat. Formerly known
as Luen Cheong Tai Holdings Ltd, the company admitted in a
statement that it risks being wound up by provisional
liquidators soon.
For full copy of its press release, click on this link:
http://bankrupt.com/misc/baker_group.pdf
BIRDS GODOWN: Court to Hear Winding Up Petition July 9
------------------------------------------------------
The High Court of Hong Kong will hear on July 9, 2003 at 10:00
in the morning the petition seeking the winding up Birds Godown
Transportation Limited.
Cheung Koon Yick of Room 2105, Wang Hau House, Wang Tau Hom
Estate, Kowloon, Hong Kong filed the petition on May 16, 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 34th Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong.
GUANGDONG TOURS: Creditors' Wind up Petition Approved
-----------------------------------------------------
A Hong Kong court wound up Guangdong (HK) Tours late last week
after creditors alleged in a petition that the company had been
remiss with its debt repayments, Infocast News reported.
The company, whose net debt is estimated to be HK$260 million,
immediately halted operation, including those of six travel
agencies and wholly owned subsidiary Guangdong, Tours
Transportation, the report said. More than 110 staff lost their
jobs in the process.
Li Wenyue, Managing Director of GDH Limited and Chairman of
Guangdong Investment (0270), told Infocast News the company had
accumulated losses of up to HK$400 million before restructuring
in December 1998. Things turn for the worse in 1999 when the
properties, including hotels that the company had invested in,
depreciated substantially after the financial turmoil. The
liberalization of the organization of tours to Hong Kong in the
People's Republic of China also dragged down the company's
operating gross profit significantly, he said.
Company debts amounted to HK$377 million and the total asset
value was about HK$118 million as of April 2003, the report
said.
NASU ELECTRIC: Date of Winding up Hearing Set
---------------------------------------------
The petition seeking the winding up Nasu Electric (Hong Kong)
Limited is scheduled for hearing before the High Court of Hong
Kong on June 25, 2003 at 10:00 in the morning.
Leong Kam Cheong of Room B812, 8/F., Hei Wah House, Lok Wah
South Estate, Kowloon, Hong Kong filed the petition on May 12,
2003. Tam Lee Po Lin, Nina represents the petition.
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 34th Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong.
SUN YUEN: Court Schedules Winding Up Hearing June 25
----------------------------------------------------
The High Court of Hong Kong will hear on June 25, 2003 at 10:00
in the morning the petition seeking the winding up of Sun Yuen
Cheong Cafe Limited.
Lai Nga Hung of Flat 9091, 9/F., Block 4, Kwun Tong Garden
Estate, Ngau Tau Kok, Kwun Tong, Kowloon, Hong Kong filed the
petition on May 9, 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 34th Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong.
=================
I N D O N E S I A
=================
BANK DANAMON: Logs Rp559 Billion Net Profit in First Five Months
----------------------------------------------------------------
Soon-to-be-privatized Bank Danamon reported last week a 62%
year-on-year increase in net profit for the first five months of
the year, Asia Pulse said Friday.
The bank, nearing acquisition by a consortium consisting of
Temasek Holdings Pte. Ltd. and Deutsche Bank, recorded a net
profit of Rp559 billion (US$68.3 million) at the end of May, the
wire said.
"This year the target is Rp1.2 trillion to Rp13 trillion. With
what has been achieved so far, we are optimistic we will reach
the target," President Arwin Rasyid told Asia Pulse late last
week.
The bank, which still held Rp13 trillion in government bonds
until May, is one of several banks nationalized and
recapitalized by the government following the financial crisis
in 1998.
Mr. Rasyid said the bank's capital adequacy ratio dropped to
24.9 percent in May from 25.3 percent a year before, but was
still well above the minimum limit of 8 percent required by the
Central Bank. Loan to deposit ratio also rose to 74 percent
from 52.1 percent in the same period, the report said.
GARUDA INDONESIA: Finance Chief Sees 18% Income Shortfall in '03
----------------------------------------------------------------
An expected decline in income as a result of the SARS outbreak
is forcing troubled carrier, Garuda Indonesia, to revise its
business plan that it had already submitted to creditors, Asia
Pulse said late last week.
Emerging from a meeting with legislators recently, Finance
Director Emirsdyah Satar predicted income this year would fall
short by 18% of the targeted US$1.2 billion. Despite the
setback, Garuda will fulfill its monthly debt obligation of US$2
million, including interest to its creditors, he said.
PT INDOFARMA: Changes FY2002 Results to Reflect Rp59B Loss
----------------------------------------------------------
Wild speculations have emerged about the reason behind the
revision of PT Indofarma's (JSX:INAF) 2002 results, virtually
decreasing the chances of the company getting sold after merging
with state-owned pharmaceutical company, PT Kimia Farma, next
year, according to Asia Pulse.
Last week, the company said it actually ended 2002 with a net
loss of Rp59.82 billion, not Rp20 billion as earlier reported.
Accordingly, income for the year reached Rp687.9 billion, but a
Rp52.2 billion operating loss virtually wiped out this gain and
pretax losses came in at Rp71.8 billion.
The report said many analysts are raising suspicions about how
the company ended up with a huge loss after recording a net
profit of Rp88 billion in the first quarter of 2002. Until the
third quarter, analysts said, the company had net profits of
Rp80 billion, but surprisingly, three months later it suffered a
net loss of almost Rp60 billion.
"The loss will affect plans to sell the company after being
merged with state-owned pharmaceutical company PT Kimia Farma
next year," Asia Pulse said.
TUGU PRATAMA: Disposal of Non-core Units to Continue, Says Prexy
----------------------------------------------------------------
Five more subsidiaries of PT Tugu Pratama Indonesia will be sold
this year, according to Asia Pulse, as part of the group's
ongoing restructuring.
President B. Moenir Samsudin told the newswire there are still
too many subsidiaries operating in non-core business areas. The
insurance group reported, however, a 71% increase in premium
income to Rp1.6 trillion (US$195.1 million) in 2002. It also
posted Rp240.3 billion in underwriting from the total income or
an increase of 58 percent from 2001. Premiums contributed the
largest portion to its total income in 2002, the newswire said.
=========
J A P A N
=========
HITACHI LTD.: Posts US$800M Pretax Loss in 2002
-----------------------------------------------
Hitachi Ltd.'s lost some US$800 million in its hard disc
business on a pretax basis for the year to December 31 and
expects an operating loss of US$330 million for this year,
according to Kyodo News on Friday. The earnings result includes
the related business Hitachi took over from International
Business Machines Corp. in January to integrate their hard disc
businesses under a joint venture, Hitachi Global Storage
Technologies Inc.
RESONA HOLDINGS: JCR Affirms Ratings, Credit Monitor Change
-----------------------------------------------------------
Japan Credit Rating Agency (JCR) has affirmed the ratings for
Resona Group, removing them from Credit Monitor as follows:
Issuer: Resona Bank, Ltd.
Long-term senior debts (BBB)
Short-term senior debts (J-2)
Euro Subordinated Medium Term Note Programme
Maximum: equivalent of Y500 billion yen
Maturities: over 5 years for subordinated notes (BBB-)
No maturity date for undated subordinated notes (BB+)
Issuer: Resona Bank, Ltd. (both subordinated and undated
subordinated notes)
Daiwa International Finance (Cayman) Limited (subordinated notes
guaranteed by Resona Bank)
Daiwa PB Limited (undated subordinated notes guaranteed by
Resona Bank)
Program: Euro Subordinated Medium Term Note Programme
Maximum: Y500 billion
Maturities: over 5 years for subordinated notes (BBB-)
No maturity date for undated subordinated notes (BB+)
Issuer: Saitama Resona Bank, Ltd.
Long-term senior debts (BBB)
Short-term senior debts (J-2)
Issuer: Resona Trust & Banking Co., Ltd.
Long-term senior debts (A-)
ABCP Programs: J-2
Issuers Amount (bn) Credit Enhancement Provider (100 percent
back up line)
Endeavor Funding / 50 / Resona Bank
Wizard Funding / 150 / Resona Bank
RATIONALE:
Resona Holdings announced its rehabilitation plan on June 10
within the framework of government's special support. JCR placed
the ratings for the group companies under Credit Monitor
immediately after the Japanese government announced its decision
to inject public funds into Resona Group because there was no
indication of future management plan for the group at that time.
The measures to be taken for the rehabilitation were within the
scope of JCR's assumptions. With these measures for the
rehabilitation being now announced, JCR removed the ratings from
Credit Monitor.
The new business model including the method for disposal of bad
loans will be set out in July. JCR will watch carefully the
impact of the business model on profitability and quality of the
assets of the group.
JCR has also removed Credit Monitor and affirmed the ratings on
the ABCP programs for which Resona Bank is a credit enhancement
provider.
RESONA HOLDINGS: Unlikely to Return to Profit This Year
-------------------------------------------------------
Resona Holdings Inc. is unlikely to return to profit this year,
Japan Times reports, citing Resona Holdings President Kenji
Kawada. The comments came just two days after the bank secured
government approval for a 1.96 trillion yen public funds bailout
of the Resona Group. Kawada said, however, that the final
numbers cannot possibly be determined for another two to three
months, and that Resona will be unable to announce a revised
business model until the end of August. Six new board members
are slated to join the Resona Bank management team June 25.
TOSHIBA CORPORATION: Post Details of Reorganization Plan
--------------------------------------------------------
Toshiba Corporation announced Thursday details of a major
structural reorganization that will be implemented on October
1st, 2003. Announced in outline in the mid-term plan that
Toshiba released in March 2003, the structural changes will
support Toshiba in creating a profitable, optimized group
operating structure that promotes management autonomy and
flexibility.
The new organization advances Toshiba's goals of streamlining
managerial efficiency through consolidation of in-house
businesses with related group companies; promotion of strategic
alliances with other companies; and enabling individual
businesses to adopt management structures and practices best
suited to their businesses. The reformation covers five major
business lines: household appliances; e-Solutions; medical
systems; materials and components and electron tubes.
While further details will be settled in due course, and main
points of the reorganization, including the names of the new
companies, are as follows.
1) Toshiba Consumer Marketing Corporation
Moves to enhance global business structures and sales and
marketing of home appliances will be strengthened by making the
Home Appliances Company, a Toshiba in-house Company, into an
independent entity, Toshiba Consumer Marketing Corporation. The
new Company will also integrate Toshiba Lifestyle-Electronics
Corporation, currently a Toshiba subsidiary undertaking domestic
sales of Toshiba's home appliances.
In addition to handling sales and marketing of white goods, such
as refrigerators and washing machines, Toshiba Consumer
Marketing Corporation will also supervise the operations of
Toshiba Lighting & Technology Corporation (lighting fixtures),
Toshiba Carrier Corporation (air-conditioners) and Toshiba
Batteries Co., Ltd. (primary batteries) to promote their
integrated operations. Another new independent Company operating
under the oversight of Toshiba Consumer Marketing Corporation
will carry out manufacturing of white goods.
Company name: Toshiba Consumer Marketing Corporation
Address: 1-1-8, Sotokanda, Chiyoda-ku, Tokyo
(current address of Toshiba Lifestyle-
Electronics
Corporation)
Capital: 3 billion yen (Toshiba Corp. 100 percent)
Businesses: Business planning and sales and marketing of
home appliances (white goods); sales of visual equipment and
personal devices for consumers; and supervision of lighting
fixtures, air-conditioners, and primary batteries businesses
Sales: 760 billion yen (consolidated), including sales
of visual equipment and personal devices for consumers.
Employees: About 2,400
Company name: Toshiba HA Products Co., Ltd.
Address: 1-6, Toshiba-cho, Ibaraki, Osaka (current address
of Toshiba Osaka Operations) Osaka Operations and Aichi
Operations, in Seto, Aichi Prefecture will become facilities of
the new firm.
Capital: 2 billion yen (Toshiba Consumer Marketing
Corporation)
Businesses: Development, design and manufacturing of home
appliances (white goods)
Employees: About 740
2) Toshiba Solutions Corporation
The e-Solutions Company, currently one of Toshiba Corporation's
in-house companies, will be separated as an independent entity
and integrated into one entity with Toshiba IT-Solutions
Corporation, a subsidiary that currently handles systems
development, marketing and services. Consolidation of R&D,
engineering and marketing and unification of the wide-ranging
expertise of he two companies will promote provision of advanced
package solution and other services. The new Company will fully
exploit business potentials by promoting conversion from indent
solutions to package-type solutions.
Company name: Toshiba Solutions Corporation
Address: 66-2, Horikawa-cho, Saiwaiku, Kawasaki, Kanagawa
Prefecture, (Registered headquarters at the time of
establishment: currently the address of Toshiba IT-Solutions
Corporation)
*Head office: 1-1, Shibaura 1-chome, Minato-ku, Tokyo
Capital: 20 billion yen (Toshiba Corp. 100 percent)
Businesses: Consultation, development, design, manufacturing,
sales and marketing of IT solutions; maintenance of software;
related engineering work
Sales: 320 billion yen (consolidated)
Employees: about 5,300
3) Toshiba Medical Systems Corporation
With a view to further strengthening the medical systems
businesses, The Medical Systems Company, currently an in-house
Company of Toshiba Corporation, will become an independent group
Company on October 1st. The new Company, Toshiba Medical Systems
Corporation, will integrate its operations with those of Toshiba
Medical Systems Co., Ltd., which now undertakes sales and
marketing and maintenance in the Japanese market. Toshiba
Medical Systems Corporation will establish itself as a global
provider of comprehensive medical solutions, able to assure
timely delivery of advanced products and excellent services to
the world market, and will cover planning, R&D, design,
manufacturing, sales and marketing and after-sales services.
Company name: Toshiba Medical Systems Corporation
Address: 1385, Shimoishigami, Ohtawara, Tochigi Prefecture
(currently Nasu Operations) *Tokyo headquarters: 3-26-5, Hongo,
Bunkyo-ku, Tokyo (currently Toshiba Medical Systems Co., Ltd.)
Capital: 14.7-billion yen (Toshiba Corp. 99.4 percent, and
other Toshiba group Company: 0.6 percent)
Businesses: Research, development, manufacturing, sales and
maintenance of medical systems such as CT scanners, X-ray,
ultrasound and MRI equipment, and information systems for
medical institutions
Sales: 260 billion yen (consolidated)
Employees: About 3,300
4) Toshiba Materials Co., Ltd.
Toshiba Materials Co., Ltd., a new Toshiba group subsidiary,
will take over the materials and components businesses currently
handled by Toshiba Corporation's Display Devices & Components
Control Center. The Company will establish a highly profitable
management structure that brings greater agility and operational
flexibility to business in precision processing components and
high purity materials for semiconductors and electronic devices,
and materials and components for power generation and industrial
equipment.
Company name: Toshiba Materials Co., Ltd.
Address: 8, Shin-Sugita-cho, Isogo-ku, Yokohama, Kanagawa
Prefecture (currently Yokohama Operations - Materials &
Components)
President: Morie Yamaguchi (current VP, Materials &
Components Div. and GM, Yokohama Operations - Materials and
Components)
Capital: 480 million yen (Toshiba Corp. 100 percent)
Businesses: Development, manufacturing, sales and marketing
of materials and components
Sales: 26 billion yen (consolidated)
Employees: About 480
5) Toshiba Electron Tubes and Devices Co., Ltd.
The electron tubes businesses, currently handled by Toshiba
Corporation's Display Devices & Components Control Center, will
be separated from Toshiba Corporation to become a Toshiba group
subsidiary specialized in these businesses. The new Company will
establish a highly profitable management structure that achieves
greater agility and operating flexibility in marketing diverse
electron tubes, including high power microwave tubes for
scientific research, such as particle accelerators, and X-ray
tubes for medical CT scanners and X-ray equipment.
Company name: Toshiba Electron Tubes and Devices Co., Ltd.
Address: 1385, Shimoishigami, Ohtawara City, Tochigi
Prefecture (currently the address of Toshiba Nasu Operations)
President: Fumio Sugimori (current VP, Electron Tubes &
Devices Div. and GM, Nasu Operations - Electron Tubes)
Capital: 480 million yen (Toshiba Corp. 100 percent)
Businesses: Development, manufacturing, sales and marketing
of electron tubes and application products
Sales: 13 billion yen (consolidated)
Employees: About 360
Note)
-Sales volumes of the new companies are approximate figures
calculated based on the results of FY2002.
-Number of employees is planned figures when these firms are
established on October 1st.
-The Presidents and directors of these new firms will be
appointed in due course.
Presidents of new companies other than Toshiba Materials Co.,
Ltd. and Toshiba Electron Tubes and Devices Co., Ltd. have not
yet been appointed
About Toshiba Corporation
Toshiba Corporation is a leader in information and
communications systems, electronic components, consumer
products, and power systems. The Company's integration of these
wide-ranging capabilities assures its position as a leading
Company in semiconductors, LCDs and other electronic devices.
Toshiba has 176,000 employees' worldwide and annual sales of
over US$40 billion. For further information, please visit the
Toshiba Corporation home page at: www.toshiba.co.jp/index.htm
Contact:
Toshiba Corporation
Midori Suzuki
midori.suzuki@toshiba.co.jp
03-3457-2105
TOYO CONSTRUCTION: R&I Issues Opinion on Capital Increase
---------------------------------------------------------
Maeda Corporation announced on Tuesday that it would underwrite
a third-party share allocation by its business partner Toyo
Construction Co., Ltd, and also that it would be appointing
senior executives in the Company. The amount to be invested is
approximately 3 billion yen, which will make Maeda Corp. Toyo
Construction's largest shareholder with approximately 22 percent
of voting stock.
Rating and Investment Information, Inc. (R&I), has assigned a
senior long-term credit rating and long-term debt rating of A-
to Maeda Corp., and a commercial paper rating of a-1. Maeda
Corp.'s earnings and financial prospects and the future business
and financial relationship with Toyo Construction will be
closely examined, then factored into the rating. While Maeda
Corp. is in relatively good financial condition, profits are
sluggish due to the completion of unprofitable large-scale
projects. Given the difficult environment, it will not be easy
to quickly improve the balance between earnings, cash flow, and
interest-bearing debt, and the downward pressure on the rating
is increasing.
While Toyo Construction is highly competitive in the ocean civil
engineering field, its financial weakness, demonstrated by
interest-bearing debt of 110.2 billion yen as at the end of
March 2003, is undeniable. Despite future debt forgiveness of 23
billion yen by its main banks (such as UFJ Bank), the
securitization of 5 billion yen in debt, and the fact that it is
moving ahead with the sale of real estate holdings, the
interest-bearing debt burden is still regarded as being heavy.
There is a possibility that Maeda Corp. may be able to expand
its business domain because of the strengthened alliance with
Toyo Construction. On the other hand, it is also possible that
there will be a burden of financial support if reconstruction
does not go according to plan. With regard to Maeda Corp.'s
rating, R&I will closely observe the extent of future profit
recovery, in addition to he progress of the alliance with Toyo
Construction.
* Moody's May Cut Japanese Banks Stock, Securities' Ratings
-----------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade ratings assigned to preferred stock and securities
issued by subsidiaries of major Japanese banks (as listed
below), and TIER III securities rating of UFJ Bank. The banks
that are affected are Mizuho Corporate Bank Ltd., Mizuho Bank,
Ltd., Sumitomo Mitsui Banking Corporation, and UFJ Bank Limited.
As their E bank financial strength ratings indicate, these
banks' capitalization are characterized by higher proportion of
deferred tax assets, and accordingly remain vulnerable to
further deterioration of operating environment. The long and
short-term deposit ratings, senior unsecured debt ratings, and
senior and junior subordinated debt ratings of these banks were
not affected by this review. Moody's also commented that the
range of possible outcomes could include adjustment of the
rating by multiple notches.
The review is prompted by Moody's concern that ratings for
junior capital securities of Japanese banks need to incorporate
another source of uncertainty due to the emerging accounting
regime for stricter assessment of deferred tax assets. Coupled
with the continued weakening of the major banks' financial
fundamentals and the declining flexibility of the government to
provide coordinated overall support framework including timely
pre-emptive capital injection before the drastic deterioration
of regulatory capital deterioration of major banks, this may
possibly lead to the relative increase of risk for junior
capital obligations that qualify as Tier I regulatory capital.
While recent regulatory move to effect responsive capital
injection to Resona Bank evidenced the strength of regulatory
support for deposit, debt and quasi-debt obligations of major
Japanese banks, this has at the same time highlight the
precarious foundation of Japanese banks' regulatory capital
structure. In Moody's view, the regulatory re-capitalization
mechanism under current legal framework prove to be effective to
contain domestic systemic risk.
However, Resona's developments highlight that the actual
activation of the current re-capitalization mechanism may
require the uncontrolled occurrence of some circumstances that
could have potential international funding implications for
globally operated international standard banks. The review will
focus on the appropriate and sustainable level of notching
differential for those multiple types of Tier I junior capital
securities as well as mandatory interest deferral Tier III
securities of very weak economically capitalized banks.
Particular attention will be placed on the possible range of
behaviors that those banks as well as regulators would be
motivated to take under possibly conflicting situation when
stress situation such as the erosion of distributable profit or
deterioration of BIS ratio below 8 percent would occur.
The following ratings were placed under review for possible
downgrade. Mizuho JGB Investment L.L.C.: Baa2 preferred stock
rating Mizuho Preferred Capital Company L.L.C.: Baa2 preferred
stock rating SB Treasury Company LLC.: the Baa2 preferred stock
rating Tokai Preferred Capital Company LLC. -- the Baa2
preferred stock rating. TB Finance (Cayman) Ltd.: Ba1 preferred
stock rating Sanwa International Finance (Bermuda) Trust: Ba1
preferred stock rating UFJ Bank Limited: Baa2 Tier III
securities rating.
=========
K O R E A
=========
HYNIX SEMICONDUCTOR: Markets Organic EL Display
-----------------------------------------------
Hynix Semiconductor Inc. announced Thursday that its Organic
Electro Luminescence (EL) Driver IC is now available, full-scale
volume production would begin in July.
Co-developed with Orion Electric Co. Ltd, a local Organic EL
producer, the new Organic EL Driver IC, a passive matrix
product, has 96 x 64 resolution and features the industry's
first real 4,096 color for exterior display screens in mobile
telecommunication handsets.
Currently, the mobile handset exterior display screen market is
dominated by color driver IC's featuring a 256 color display.
With the first real 4,096 colors for displays, Hynix anticipates
rapid market growth and transition to their Organic EL Display.
With the introduction of the new device and with its early
market penetration, Hynix expects to achieve the leading
position in the fast growing Organic EL market, which enables
Hynix to secure design technology for producing Active Matrix
products and passive 65K color and 260K color products in the
near future.
In addition, the innovative design of the Organic EL facilitates
and simplifies the manufacturing process of Organic EL modules
and mobile handsets by integrating SRAM, Controller, DC/DC
Converter, COM Driver and SEG Driver in a single chip.
Hynix expects the global Organic EL Driver IC market to reach
US$ 83 million this year and plans to achieve more than 10
percent market share in the Driver IC market.
Hynix Semiconductor Manufacturing will receive a final ruling on
June 16 on whether it will have a 57 percent import tax imposed
on its products by the United States, DebtTraders reported
recently. The U.S. earlier ruled in favor of Micron Technology
on loans and guarantees to Hynix from the Korean government. The
European Commission imported a 33 percent import tax on Hynix's
products after Infineon filed a similar complaint in April.
Creditors have bailed out the chipmaker three times in the past
two years through debt rollover.
DebtTraders reports that Hyundai Semiconductor's 8.250% bond due
in 2004 (HYUS04KRS1) trades between 87 and 91. For real-time
bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS04KRS1
SK GLOBAL: Minority Shareholders Oppose Bailout
-----------------------------------------------
SK Corporation's minority shareholders have moved to prevent the
Company to bailout SK Global following Sovereign Asset
Management's opposition to the rescue plan, DebtTraders reports.
Herms Investment Management, a British firm which controls 0.7
percent of SK Corporation shares, filed a petition trying to
remove three local board members from voting on matters related
to the SK Global bailout program. SK Global has five local board
members and five outside directors. The labor union also said
that they would file lawsuits if the board approves the 850
billion won ($680 million) debt-equity swap.
A three-month moratorium on the payment of 6.7 trillion won
($5.4 billion) expires next Wednesday. Domestic creditor banks
offered 38 percent to foreign lenders to buy out their lending.
Separately, SK Global was fined 4.1 billion won ($3.4 million)
for failing to disclose a transaction. SK Global gave unfair
support to affiliate SK Securities in October when it bought
24.5 million of its shares with a premium for $100 million from
J.P. Morgan due to a secret agreement, which violated the
antitrust law.
SK GLOBAL: Creditors Intend to Change Leadership
------------------------------------------------
Creditors of SK Global Co. are planning to change the Company's
leadership and will seek a manager who would be determined to
restructure the ailing firm and coordinate effectively between
the creditors and the SK Group, JoongAng Daily reported Friday.
The creditors will also sell the stakes that SK Global holds in
other SK affiliates, including a 77 percent stake in SK Life
Insurance Co., a 33 percent stake in SK Shipping Co. and a 15
percent share of SK Securities Co. The principle is to sell the
stakes to third parties, creditors said, but they are also
considering allowing other SK affiliates to purchase them.
SK GROUP: Executives Found Guilty of Accounting Fraud
-----------------------------------------------------
Top executives at the SK Group have been sentenced to prison for
accounting fraud and illegal stock dealings, Channel News Asia
reported Friday. SK Corporation Chairman Chey Tae-won was found
guilty at the group's trading arm SK Global. He was given a
three-year jail term. SK Group Chairman Son Kil-seung was also
found guilty and was given a suspended three-year jail term.
Chey was detained in February following revelations of vast
accounting fraud at SK Global.
===============
M A L A Y S I A
===============
CHASE PERDANA: Extends Restraining Order to September 6
-------------------------------------------------------
The Board of Directors of Chase Perdana Berhad (CPB) announced
that a further extension of the Order has been obtained from the
Kuala Lumpur High Court via Originating Summons No. D3-24-87-
2002 on 12 June 2003 pursuant to Section 176 (10) of the
Companies Act, 1965, for the Company and the following
subsidiaries:
LH Capital Sdn Bhd
Santun Indah Sdn Bhd
CPB-Plastronic JV Sdn Bhd
Imacentre Development Sdn Bhd
The Order has been extended up to 6 September 2003.
The sealed Order dated 12 June 2003 is pending extraction from
the Court.
KEMAYAN CORPORATION: Settles Installment Payments With LHDN
-----------------------------------------------------------
The Board of Directors of Kemayan Corporation Berhad informed
the Exchange that its wholly owned subsidiary, Kemayan
Buildmaster Sdn Bhd [KBSB] had on 9 June 2003 received a summon
from Kerajaan Malaysia, Lembaga Hasil Dalam Negeri [LHDN] of
Tingkat 16 Kanan, Blok 8A, Kompleks Bangunan Kerajaan, Jalan
Duta, 50600 Kuala Lumpur for the following claims against KBSB:
1. The sum of RM381,902.44;
2. Interest at the rate of 8 percent per annum from the date of
judgment until date of realisation;
3. Costs; and
4. Such other relief as the Honourable Court may deem fit and
proper.
The Company is in the midst of negotiating with LHDN for a
settlement by installment payments.
MALAYSIAN GENERAL: Post Changes in Address
------------------------------------------
Malaysian General Investment Corporation Berhad (MGIC) has
changed its address to:
Old address: 4B, 4TH FLOOR, WISMA MGIC, 38, JALAN DANG WANGI,
50100 KUALA LUMPUR
New address: 12A-3, JALAN PJU 8/5C, PERDANA BUSINESS CENTRE,
BANDAR DAMANSARA PERDANA, 47820 PETALING JAYA, SELANGOR
Name of Registrar:
Telephone no: 03-77266560
Facsimile no: 03-77101399
E-mail address: infomaster@pd.jaring.my
Effective date: 11/06/2003
In this respect, on behalf of MGIC, AmMerchant Bank is pleased
to announce that the FIC has approved the revision via its
letter dated 30 April 2003 (which was received on 6 May 2003),
the Troubled Company Reporter-Asia Pacific reports.
The Proposed Restructuring Scheme comprising the following:
a) Proposed exchange of all the existing ordinary shares of
RM1.00 each (Shares) in MGIC with new Shares in Sumatec
Resources Berhad (SRB) on the basis of one (1) new Share in SRB
for every five (5) existing Shares held in MGIC;
b) Proposed debt settlement exercise between MGIC and its
creditors, save for the trade creditors (Creditors), involving
the issuance of new Shares in SRB to the Creditors as full and
final settlement of the outstanding debts due from MGIC to the
Creditors;
c) Proposed acquisition of the entire issued and paid-up
share capital of Sumatec Corporation Sdn Bhd (Sumatec)
comprising 10,000,000 Shares by SRB from Tekad Mulia Sdn Bhd
(Tekad Mulia), being the vendor of Sumatec, for a purchase
consideration of RM95,000,000 to be satisfied by the issuance of
95,000,000 new Shares in SRB (Proposed Acquisition Of Sumatec
Group);
d) Proposed waiver to Tekad Mulia and parties acting in
concert with it from the obligation to extend an unconditional
mandatory general offer for all the remaining Shares not already
owned by them in SRB after the Proposed Acquisition Of Sumatec
Group;
e) Proposed offer for sale / placement of the SRB Shares held
by the Creditors and Tekad Mulia (if required);
f) Proposed admission of the entire enlarged issued and paid-
up share capital of SRB to the Official List of the Kuala Lumpur
Stock Exchange and proposed delisting of MGIC; and
g) Proposed liquidation of MGIC and all of its subsidiaries.
MALAYSIAN PLANTATIONS: Unit Settles RM37M Loan With MCC
-------------------------------------------------------
Malaysian Plantations Berhad (Mplant) announced that Pridunia
Sdn Bhd Pridunia, a wholly-owned subsidiary of the Company has
on 11 June 2003 entered into an Agreement with MCC Credit Sdn
Bhd (MCC) for the settlement of a loan granted by MCC as credit
facility to Pridunia amounting to RM37.0 million the Loan by way
of a cash payment of RM2.0 million and the balance by the
transfer of a parcel of land in Pekan, Pahang measuring
approximately 563.4 acres at a transfer price of RM35.0 million
to MCC the Settlement Arrangement.
2. INFORMATION ON PRIDUNIA
Pridunia was incorporated in Malaysia on 24 October 1989 under
the Companies Act, 1965 and its principal activity is investment
holding. The authorized share capital of Pridunia is RM25,000.00
comprising of 25,000 ordinary shares of RM1.00 each of which 2
ordinary shares of RM1.00 each are issued and fully paid-up.
Pridunia is a wholly-owned subsidiary of MPlant.
3. INFORMATION ON MCC
MCC was incorporated in Malaysia, under the Companies Act, 1965
on 27 October 1983 and is a licensed moneylender with its
principal activities being in the business of investment and
provision of money lending and credit facilities. The authorized
share capital of MCC is RM100,000,000.00 comprising of
99,990,000 ordinary shares of RM1.00 each and 10,000 preference
shares of RM1.00 each of which 50,000,000 ordinary shares of
RM1.00 each and 10,000 preference shares of RM1.00 each have
been issued and fully paid-up.
4. INFORMATION OF THE LOAN
The Loan was granted by MCC to Pridunia pursuant to a letter of
offer dated 24 March 1998 and is secured by way of a corporate
guarantee dated 8 June 1998 issued by MPlant.
5. DETAILS OF THE SETTLEMENT ARRANGEMENT
The full and final settlement of the principal amount of the
Loan is by way of a cash payment of RM2.0 million and the
balance by the transfer of a piece of land measuring
approximately 563.4 acres, forming part of the properties held
under GRN 9302 (formerly known as CT3207), Lot No. 877 and GRN
10057 (formerly known as CT2866), Lot No. 2, Mukim of Kuala
Pahang, District of Pekan, Pahang the Property to MCC.
The transfer price of the Property is arrived at on a willing
buyer willing seller basis after taking into account the market
value of the Property valued by an independent professional
valuer. The unaudited net book value of the Property as at 31
March 2003 was RM34.01 million.
6. RATIONALE OF THE SETTLEMENT ARRANGEMENT
The Settlement Arrangement of the Loan will reduce the gearing
ratio of the Group. The transfer of the Property is also part of
the Group's strategy to divest its non-core business.
7. FINANCIAL EFFECTS OF THE PROPOSAL
The Settlement Arrangement is not expected to have any material
effect on the share capital, earnings per share, net tangible
assets per share and substantial shareholders' shareholding of
MPlant for the financial year ending 31 March 2004.
8. APPROVALS REQUIRED
The transfer of the Property is subject to the approval of the
Foreign Investment Committee.
9. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the directors and/or substantial shareholders of MPlant
and persons connected to them have any interest, direct or
indirect, in the Settlement Arrangement.
10. STATEMENT BY BOARD OF DIRECTORS
The Directors are of the opinion that the Settlement Arrangement
is fair and reasonable and is in the best interest of the
Company.
NALURI BERHAD: CIMB Acquires Ordinary Shares in Celcom
------------------------------------------------------
On 23 December 2002, Pengurusan Danaharta Nasional Berhad
appointed Encik Mohamed Raslan bin Abdul Rahman, Mr Gan Ah Tee
and Mr Ooi Woon Chee of KPMG Corporate Services Sdn Bhd as
Special Administrators of Naluri (SA) pursuant to the Pengurusan
Danaharta Nasional Berhad Act, 1998.
Alliance Merchant Bank Berhad, on behalf of the SA wishes to
announce that the SA have, on 12 June 2003, accepted the
mandatory offer from Commerce International Merchant Bankers
Berhad (CIMB) for and on behalf of Telekom Enterprise Sdn Bhd
(TESB), a wholly-owned subsidiary of Telekom Malaysia Berhad
(Telekom) to acquire the remaining 1,280,136,722 ordinary shares
of RM1.00 each in Celcom (Malaysia) Berhad (Celcom) (Celcom
Shares) representing approximately 48.88 percent of the existing
issued and paid-up share capital of Celcom not already owned by
TESB and persons acting in concert with TESB (Offer Share(s))
for a cash payment of RM2.75 per Celcom Share, in respect of the
69,072,000 Celcom Shares owned by Naluri (Offer).
(The acceptance of the Offer is hereinafter known as the
Disposal).
2. THE DISPOSAL
As at 26 May 2003, Naluri owns 69,072,000 Celcom Shares
representing approximately 2.64 percent of the issued and paid-
up share capital of Celcom, based on the issued and paid-up
share capital of Celcom of 2,619,121,020 Celcom Shares as at 13
May 2003.
On 11 April 2003, Naluri received a notification from Celcom
dated 9 April 2003 in relation to the receipt of the notice of
the Offer dated 3 April 2003 by the Board of Directors of
Celcom.
On 26 May 2003, Naluri received the offer document dated 23 May
2003 from CIMB for and on behalf of TESB for the Offer (Offer
Document). On 4 June 2003, Naluri received the independent
advice circular dated 30 May 2003 from Aseambankers Malaysia
Berhad (Aseambankers) (the independent adviser appointed by the
Board of Directors of Celcom) on the Offer (Independent Advice
Circular).
After evaluating the terms and conditions of the Offer and
taking into consideration the recommendation by the Board of
Directors of Celcom and the independent adviser, Aseambankers,
the SA decided to accept the Offer in respect of the 69,072,000
Celcom Shares held by Naluri for a total cash consideration of
RM189,948,000.
The SA have considered the following in arriving at the decision
to accept the Offer in respect of the 69,072,000 Celcom Shares
held by Naluri:
- Financial considerations as follows:
Over the past twelve (12) months, the market prices of Celcom
Shares have only been trading between RM1.84 and RM2.75. The
Offer is a cash offer of RM2.75 per Celcom Share and is an
opportunity for Naluri to realize its investment in Celcom for a
total cash consideration of RM189,948,000;
The consolidated NTA of Celcom is RM1,427 million or RM0.72 per
share, based on its audited consolidated balance sheet as at 31
December 2002. The offer price of RM2.75 per Offer Share
represents a premium of RM2.03 or 281.9 percent above the
consolidated NTA per share of Celcom of RM0.72 as at 31 December
2002;
Celcom and its subsidiaries recorded a consolidated net profit
after taxation of RM32.931 million for the financial year ended
31 December 2002 resulting in a net earnings per share of
approximately 1.7 sen (based on the issued and paid-up share
capital of Celcom as at 31 December 2002 of 1,983,649,322 Celcom
Shares). The offer price of RM2.75 per Offer Share represents a
historical net price earnings multiple of approximately 161.8
times;
Naluri had written-down the value of the 69,072,000 Celcom
Shares held in its audited consolidated accounts for the
financial year ended 31 December 2002 to RM2.44 per Celcom
Share, being the closing market price of Celcom Shares as at 31
December 2002. The Disposal will result in a gain on disposal of
RM21,412,320 to Naluri upon completion of the Disposal which is
expected to be reflected in Naluri's accounts for the financial
year ending 31 December 2003;
Naluri has not derived any income from its investments in Celcom
for the past four (4) years as Celcom has not declared any
dividend to its shareholders for its past four (4) financial
years ended 31 December 1999, 2000, 2001 and 2002;
- Possibility of de-listing:
There is a possibility Celcom will be de-listed from the
Official List of the Kuala Lumpur Stock Exchange (KLSE), in the
event that the acceptances received from the holders of the
Offer Shares (Holder(s)) are more than nine-tenth (9/10) in
nominal value of the Offer Shares and TESB invokes the
provisions of Section 34 of the Securities Commission Act, 1993
to compulsorily acquire any outstanding Offer Shares which have
not been accepted by the Holders. There is also a possibility of
Celcom being suspended and/or delisted from the Official List of
the KLSE pursuant to Paragraph 16.02(d) and 16.09(b) of the KLSE
Listing Requirements in the circumstances under Paragraph 8.15
of the KLSE Listing Requirements, in relation to the
shareholding spread requirement.
2.1 Salient terms of the Offer
(a) CIMB, on behalf of TESB shall pay RM2.75 in cash for each
Offer Share to all Holders who accept the Offer;
(b) The Offer is not subject to the fulfillment of any other
condition;
(c) Holders may accept the Offer in respect of all or part of
their Offer Shares;
(d) Except insofar as the Offer is withdrawn by TESB with the
approval of the Securities Commission (SC) and every person
released from any obligation incurred there under, the Offer
will remain open for acceptance until 5.00 p.m. (Malaysian time)
for at least 21 days after the date of posting of the Offer
Document, unless extended or revised by TESB with the consent of
the SC. The consent of the SC is required in the event that such
extension of the Offer, whether revised or otherwise, is
extended beyond 5.00 p.m. (Malaysian time) on the 60th day after
the date of the posting of the Offer Document;
(e) If the Offer is revised after the posting of the Offer
Document, it will remain open for acceptance for a period of at
least 14 days from the date of posting of the written
notification of the revision to the Holders. Where the terms are
revised, the benefits of the Offer, as so revised will be made
available to the Holders who have previously accepted the Offer.
The Offer may not be revised after the 46th day from the date of
posting of the Offer Document or competing offer document, if
any;
(f) All acceptances of the Offer by a Holder shall be
irrevocable; and
(g) The Offer may not be withdrawn by TESB without prior written
approval of the SC.
2.2 Original cost of investment and date of investment
The dates and cost of acquisition of the 69,072,000 Celcom
Shares by Naluri are set out below:
Dates Number of Price per Celcom Share Total Cost
Celcom Shares RM Investment RM
Various
dates in 1996 34,536,000 7.50* 258,931,493
4 April 2002 34,536,000 1.00^ 34,536,000
Total 69,072,000 293,467,493
Note:
* Average price per Celcom Share
^ Pursuant to the subscription by Naluri of a rights issue
undertaken by Celcom
2.3 Liabilities to be assumed by the purchaser
TESB will not assume any liabilities pursuant to the Disposal.
2.4 Background information on Celcom
Celcom was incorporated under the Companies Act, 1965 on 5
January 1988 as a private limited Company under the name of STM
Cellular Communications Sdn Bhd. On 24 January 1990, it changed
its name to Celcom Sdn Bhd. The Company changed its name to
Cellular Communications Network (Malaysia) Sdn Bhd and then to
Celcom (Malaysia) Sdn Bhd on 12 November 1991 and 2 December
1997 respectively. On 28 January 2002, Celcom was converted into
a public Company and assumed its present name. It was listed on
the KLSE on 10 October 2002 upon assuming the listing status of
Technology Resources Industries Berhad.
As at 5 May 2003, the authorized share capital of Celcom is
RM4,000,000,000 comprising 4,000,000,000 Celcom Shares of which
RM2,619,121,020 comprising 2,619,121,020 Celcom Shares have been
issued and fully paid-up.
Celcom is principally involved in the provision of voice and
data transmission through the cellular and fixed line system
within Malaysia as well as to and from other parts of the world.
Celcom and its subsidiaries have been granted licenses to provia
a full range of voice and data communication services.
For the financial year ended 31 December 2002, Celcom registered
a turnover of RM2,400.8 million and a profit after tax and
minority interests of RM32.9 million resulting in a net earnings
per share of 1.7 sen. The consolidated audited NTA of Celcom as
at 31 December 2002 is RM1,427.0 million or RM0.72 per share.
2.5 Background information on Telekom
Telekom was incorporated under the Companies Act, 1965 as a
public Company limited by shares on 12 October 1984 in Malaysia.
On 7 November 1990, Telekom's shares were listed on the Main
Board of the KLSE. The authorized share capital of Telekom as at
30 April 2003 is RM5,000,000,021 divided into 5,000,000,000
ordinary shares of RM1.00 each, one (1) special rights
redeemable preference share of RM1.00 in Telekom held by the
Minister of Finance Incorporated (Special Share), 1,000 Class A
redeemable preference shares of RM0.01 each and 1,000 Class B
redeemable preference shares of RM0.01 each. As at 30 April
2003, 3,171,850,380 ordinary shares and one (1) Special Share
have been issued and fully paid-up.
The principal activities of Telekom are the establishment,
maintenance and provision of telecommunication and related
services under the licenses issued by the Ministry of Energy,
Communications and Multimedia. The licenses were issued on 8 May
2001 with a validity period ranging from approximately 5 to 12
years.
2.6 Background information on TESB
TESB was incorporated under the Companies Act, 1965 on 11
December 1989 as a private limited Company. Its authorized share
capital is RM10,000,000 of which 600,002 ordinary shares of
RM1.00 each have been issued and fully paid-up.
The principal activities of TESB are to carry on the business of
investment holding and providing services relating to
telecommunication, computer, data and information within and
outside Malaysia.
3. RATIONALE FOR THE DISPOSAL
As at 26 May 2003, the 69,072,000 Celcom Shares owned by Naluri
represent approximately 2.64 percent of the issued and paid-up
share capital of Celcom. The Disposal provides a good
opportunity for Naluri to realize its investment in Celcom at an
attractive cash price of RM2.75 per Celcom Share and to realized
a gain on disposal of RM21,412,320.
4. UTILISATION OF PROCEEDS
Upon completion of the Disposal, Naluri will receive
RM189,948,000 in cash.
It is the intention of the SA to maintain the proceeds of
RM189,948,000 to be received pursuant to the Disposal for the
funding of a capital repayment exercise1 and/or proposal to
ensure an adequate level of operations for Naluri2.
Notes:
1 On 18 April 2003, the SA of Naluri announced that the SA have
decided that it is in the best interest of all the stakeholders
of Naluri for Naluri to proceed with a capital repayment of at
least RM690,516,320 on the basis of RM1.00 for each existing
Naluri Share, the details of which will be finalized later. The
capital repayment exercise is subject to the approval of the SC.
2 Further, on 18 April 2003, Naluri was classified as having
inadequate level of operations in accordance with Practice Note
10/2001 of the Listing Requirements of the KLSE. The SA are
currently evaluating proposals to ensure that Naluri achieves an
adequate level of operations.
5. FINANCIAL EFFECTS OF THE DISPOSAL
The financial effects of the Disposal on the issued and paid-up
share capital, proforma NTA, earnings and shareholding structure
of Naluri, its subsidiaries and associate companies (Naluri
Group) are summarized below:
5.1 Share Capital
The Disposal will not have any effect on the issued and paid-up
share capital of Naluri.
5.2 Proforma NTA
The effects of the Disposal on the consolidated audited NTA of
the Naluri Group are as follows:
Audited as at After the disposal
Dec. 31, 2002 RM'000 RM'000
Share capital 690,516 690,516
Reserves 1,265,592 1,265,592
Accumulated losses (726,385) 704,973
Shareholders' funds 1,229,723 1,251,135
NTA 1,229,723 1,251,135
No. of shares ('000) 690,516 690,516
NTA per share (RM) 1.78 1.81
Note:
1 After adjusting for the gain on disposal of RM21,412,320
arising from the Disposal.
5.3 Earnings
The Disposal will result in a gain on disposal of RM21,412,320
which is expected to result in an increase in the consolidated
earnings of the Naluri Group for the financial year ending 31
December 2003.
5.4 Substantial Shareholders' Shareholding
The Disposal will not have any effect on the substantial
shareholding structure of the Naluri Group.
6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
To the best knowledge and belief of the SA, there are no
Directors, substantial shareholders and/or persons connected to
Directors and substantial shareholders having any interest,
direct or indirect, in the Disposal.
7. COMPLIANCE WITH SC GUIDELINES
The Disposal has not departed from the SC's Policies and
Guidelines on the Issue/Offer of Securities.
8. SA's OPINION
Taking into consideration the recommendation by the independent
adviser, Aseambankers, the SA are of the opinion that the sale
of the 69,072,000 Celcom Shares held by Naluri is in the best
interests of the Company.
9. INFORMATION CIRCULAR
Information circular on the Disposal will be dispatched to the
shareholders of Naluri within one (1) month from the date of
this announcement.
10. DOCUMENTS FOR INSPECTION
The Offer Document and the Independent Advice Circular are
available for inspection at the registered office of Naluri at
8th Floor, Menara TR, 161B Jalan Ampang, 50450 Kuala Lumpur
during normal business hours from Monday to Friday (except
public holidays) up to two (2) weeks from the date of this
announcement.
PERNAS INTERNATIONAL: Restructuring Involves Hotel Sales
--------------------------------------------------------
Pernas International Holdings Berhad (PIHB) has embarked on the
implementation of its restructuring plan to streamline its
activities and partially restructure its outstanding debt of
more than RM2.5 billion.
The Proposed Restructuring Scheme as presently formulated,
contemplates the reorganization of the Group's hotel operations
under one entity, Arena Target Sdn Bhd ATSB presently a 70
percent owned subsidiary of PIHB, through a series of proposed
acquisitions. The seven (7) hotels, which are presently under
PIHB and its subsidiaries, which will be sold to ATSB under the
reorganization, are the Hilton Petaling Jaya Hilton PJ, Mutiara
Kuala Lumpur Mutiara KL, Mutiara Johor Bahru Mutiara JB, Hilton
Batang Ai Longhouse Resort, Hilton Kuching, Mutiara Taman Negara
Resort and Mutiara Pedu Lake Resort. Upon completion, ATSB will
hold a total of ten (10) hotels, including the Mutiara Penang
Beach Resort, Pelangi Beach Resort Langkawi and Istana Hotel
that are presently held under ATSB (collectively or individually
to be referred to as "the Hotels" and the reorganization will be
referred to as "the Proposed Acquisition of Hotels.
In conjunction with such reorganization, ATSB will restructure
its Redeemable Cumulative Convertible Preference Shares RCCPS
with the intention of improving its gearing position and
reducing its financial obligations (referred to as "the Proposed
Restructuring of RCCPS. The RCCPS is a result of the preference
share subscription agreement entered into by ATSB, Pernas OUE
Sdn Bhd POUE and Khazanah Nasional Berhad KNB on 26 November
1998.
2. SUMMARY OF THE PROPOSED RESTRUCTURING SCHEME
The main components of the Proposed Restructuring Scheme
include, inter-alia, the Proposed Acquisition of Hotels; the
Proposed Settlement of Acquiree Companies-PIHB Group Inter-
Company Balances; the Proposed Settlement of ATSB-POUE Inter-
Company Balances; and the Proposed Restructuring of RCCPS.
2.1 Proposed Acquisition of Hotels and the Proposed Settlement
of Acquiree Companies-PIHB Group Inter-Company Balances
Under the Proposed Acquisition of Hotels, ATSB will acquire
equity interests in the Acquiree Companies, as referred to in
Section 3.1, and Mutiara KL for a total purchase consideration
of RM527,604,305. The total consideration payable by ATSB to the
Vendors, as referred to in Section 3.1, after taking into
account the compensation payable for the deficit in Net Tangible
Assets NTA of the relevant Acquiree Companies and the relevant
inter-Company indebtedness due from the relevant Acquiree
Companies as referred to in Section 3.2, amounting to a net
consideration of RM771,140,822 shall be satisfied by the ATSB
via the issuance of: -
(i) 300,000,000 new ordinary shares of RM1.00 each in ATSB to
PIHB at its par value of RM1.00;
(ii) RM317,693,210 nominal value of 10 year 2 percent
irredeemable convertible unsecured loan stocks of ATSB ICULS to
the Vendors in settlement of RM317,693,210 consideration payable
to them; and
(iii) RM153,447,612 nominal value of 10 year 2 percent
redeemable convertible unsecured loan stocks of ATSB RCULS to
the Vendors in settlement of RM153,447,612 consideration payable
to them.
2.2 Proposed Settlement of ATSB-POUE Inter-Company Balances
In addition to the above, ATSB will satisfy all amounts due to
POUE by ATSB and its existing subsidiaries for an amount of
RM223,948,135 via the issuance of:-
(i) 85,000,000 new ordinary shares of RM1.00 each at RM2.00 per
share; and
(ii) RM53,948,135 nominal value of ICULS.
2.3 Proposed Restructuring of RCCPS
ATSB will provisionally allot to KNB 632,926,388 new ordinary
shares in ATSB Shares at par value. Upon such subscription, ATSB
will be fully released and discharged from its obligations in
respect of the RCCPS.
KNB will then exchange with PIHB by way of renouncing its rights
of allotment to 371,641,345 of the said 632,926,388 new Shares
to be issued to it for RM371,641,345 nominal value of ICULS to
be held by PIHB and POUE on the basis of one (1) Share for every
RM1.00 nominal value of ICULS.
TAT SANG: Unveils 4Q02 Financial Results
----------------------------------------
Tat Sang Holdings Berhad posted an audited loss after taxation
for the financial year ended 31 July 2002 is RM59,479,990 which
is 26 percent differ from the 4th quarter unaudited accounts
announced on 27 September 2002.
The difference are due to the following exceptional items
increase by RM9,938,526 from RM29,207,629 to RM39,146,154. The
details are as follows:
1. Stock written off of RM4,128,403 i.e. form RM11,573,628 to
RM7,445,225.
In view of the abrupt plunging for the Company's product, the
Management decided to write down the stock to its net realizable
values so as to better reflect the actual movement of the stock
(please refer to note 14 for stock readjustment.)
2. Fixed Assets written off of RM3,155,653
Plant & machinery previously located at Eastern Craft Sdn. Bhd.
(EC), one of the Company's subcontractors, could not be found at
that location after EC ceased operation on May 2001.
3. Additional trade debtors written off of RM1,060,922
The amount outstanding from trade debtors, Quality Trading
Centre and Jaya Timber Trading, were confirmed irrecoverable due
to cessation of operation.
4. Reversal of unpresented cheque to Tat Sang Sdn. Bhd., the
former subsidiary Company, has increase the amount written off
by RM720,681 due to uncollectible debts.
5. Written off Levy (Recoverable) of RM124,557 due to workers
run away.
6. Unabsorbed loss of RM748,310 due to the foreign exchange rate
difference while converting the SCB Labuan Loan of USD1.5
million into RM denomination.
Additional expenses of RM3,061,273 due to the following extra
provision : -
7. Purchases omitted of RM973,093
From the legal case and letter of demand issued by the
suppliers' solicitors. The Auditors discovered the purchases
omitted of the above-mentioned amount.
8. Consolidated depreciation of RM1,571,464 further reduce the
loss after taxation
9. Service and repair expenses of RM10,000 previously not
accounted for due to absence of invoices.
10. Directors remuneration of RM158,077 was inadequate accrued
for in the accounts
11. Receivership fees and expenses of RM348,640 were not accrued
in the accounts and is now accrued in the accounts.
12. Adjustment for under-provision of tax in prior years of
RM554.
Overprovision and readjustment: - RM798,616
13. Stock readjustment of - RM330,751
Due to the un-audited accounts announced in the 4th quarter was
a different between RM11,242,877 and RM7,445,255 i.e.
RM3,797,652 instead of RM4,128,403 in note 1. The additional
amount deducted under exceptional item above is now readjusted.
14. Over-provision for finance cost of RM16,717 in the un-
audited accounts because of the bank interest were calculated by
way of estimate due to absence of bank statement from financial
institutions.
15. Over-stated quit rent of RM3,351.
16. Over-provision for audit fees by RM7,167.
=====================
P H I L I P P I N E S
=====================
BALABAC RESOURCES: Appoints Nestor Mendones as New CFO
------------------------------------------------------
The Special Meeting of the Board of Directors of Balabac
Resources & Holdings Co. Inc. held on June 12, 2003, revealed
the appointment of Nestor C. Mendones as the Company's new Chief
Financial Officer (CFO). The Board also confirmed the
appointment of SGV & Co. as external auditor to replace L. C.
Diaz & Company.
Saturn Holdings Inc., a member company of the Lucio Tan Group,
has executed a formal deal to acquire 25 percent of the shares
of Balabac Resources & Holdings Co. Inc. worth 1.231 billion
pesos, TCRAP reported recently. The closing of the is still
subject to an exemption from the tender offer rule from the
Securities and Exchange Commission, along with the increases in
its capital stock to 5 billion pesos. The agreement requires the
Company to wipe out its deficit of 391.629 pesos million and to
cancel subscription receivables worth 55.463 million pesos.
Balabac was incorporated to primarily engage in oil exploration
and mineral development projects but later, in 1997, diversified
and changed its primary purpose to that of a holding company,
making real estate development and oil exploration among its
secondary purposes.
BENPRES HOLDINGS: Appoints New Board of Directors
-------------------------------------------------
At the annual stockholders meeting of the Board of Directors of
Benpres Holdings Corporation, the following stockholders were
elected for year 2003 to 2004:
Felipe B. Alfonso
Vicente R.Jayme
Oscar M. Lopez
Manuel M. Lopez
Eugenio Lopez III
Steve E. Psinakis
Washington Z. SyCip
Mr. Vicente R. Jayme and Mr. Washington Z. ZyCip are the
independent directors.
Benpres Holdings Corporation has paid US$5 million interest to
creditors this month, DebtTraders reported recently. However,
the Company may not be able to meet the next US$5.5 million
interest payment in November. It has only about US$10 million in
funds. The holdings company plans to reorganize US$552 million
debt.
The press release can be accessed at
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1915_BPC.pdf
DIGITAL TELECOM: Issues Statement in Response to PSE Query
----------------------------------------------------------
This refers to the Philippine Stock Exchange's letter dated June
10, 2003 requesting Digital Telecommunications Philippines Inc
(DIGITEL) to comment on the statements made by the NEC
Corporation in its letter to the Exchange dated June 5, 2003.
The said NEC Letter referred to event that transpired during
DIGITEL's Annual Stockholders Meeting last May 26, 2003. The
Company would like to respectfully inform the Exchange that
neither NEC Corporation of Japan nor Mr. Yoshifumi Matsubara
were present during the said stockholders meeting. As such, all
the statements they made in the June 5, 2003 letter referring to
the events that transpired during the said meeting are merely
hearsay insofar as the Company is concerned.
Clearly, as the Company previously pointed out to the Exchange,
the said letter of NEC Corporation is another blatant attempt by
the latter to use the Exchange as a forum in ventilating its
issues against DIGITEL in connection with the pending
arbitration proceedings that it has filed against the Company.
For a copy of NEC's letter as well as DIGITEL's response to the
matter please visit
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1914_DGTL.pdf
MANILA ELECTRIC: DOE Gives Proposal For Unclaimed Refund
--------------------------------------------------------
The Department of Energy (DOE) proposed that unclaimed funds
from the Manila Electric Co. (Meralco) refund program would be
used to finance Barangay electrification projects within the
Meralco franchise area, the Philippine Star said on Friday. The
National Association of Electricity Consumers for Reforms
(Nasecore) earlier noted that some 1.26 million "inactive"
consumers of Meralco will not be able to receive their refunds
amounting to P4.2 billion. Based on the said data, out of the
5.2 million consumers entitled to the refund, 1.26 million are
already under terminated status.
Last November 2002, the Supreme Court ordered Meralco to refund
the 16.7 centavos per kwh in overcharges to its customers for a
period of nine years or from 1994 to 2003.
NATIONAL STEEL: Iligan City Willing to Waive Taxes
--------------------------------------------------
The local government of Iligan City, Lanao del Norte is willing
to waive real estate and business taxes worth more than 800
million pesos that the National Steel Corp. (NSC) owes the city
in order to make the steel plant operational again, the Manila
Times said on Friday. Iligan City Mayor Franklin Quijano said
the city is losing revenues of around 130 million pesos a year
with the closure of the NSC and an employment loss of more than
3,000 jobs. Right now, Iligan is just waiting for the formal
proposal from the National Development Co. informing them of
what obligations and the respective percentage that the city
government would waive.
NSC now owes Iligan some 681 million pesos in unpaid real estate
and business taxes that have accumulated over the years. NSC
closed its Iligan plant in 1999 when it failed repay its debts
amounting to about 18 billion pesos. NCS's creditor banks
include Land Bank of the Philippines, Philippine National Bank,
Allied Bank, Asian Bank, Bank of Commerce, China Bank and United
Coconut Plan-ters Bank.
=================
S I N G A P O R E
=================
ASIA PULP: Signs Debt Restructuring Scheme For Indonesian Firms
---------------------------------------------------------------
On June 10, 2003, the Summary of Key Terms Restructuring, which
represents a debt-restructuring scheme for the subsidiary
companies under APP GROUP - Indonesia, has been signed.
APP Group - Indonesia has its operating companies in Indonesia
consisting of:
PT Purinusa Ekapersada
PT Indah Kiat Pulp & Paper Tbk
PT Pabrik Kertas Tjiwi Kimia Tbk
PT Pindo Deli Pulp and PaperMills
PT Lontar Papyrus Pulp & Paper Industry
The companies' produce approximately 2.4 million tons of pulp
2.7 million ton of paper as well as employing +/- 300.000 people
directly and indirectly. The companies also render export
contribution worth +/- USD2 billion.
The debt of APP Group - Indonesia amounting in total to +/- USD
6.4 billion mostly held by private financial institutions with
the percentage details as follows:
IBRA - 15,2 percent
Export Credit Agencies - 14,1 percent
Japan Trading Company - 8,3 percent
Bond holders & Banking - 62,4 percent
IBRA is a "Creditor by Default" exercising its r function to
carry out restructuring of non-performing loans formerly
transferred from the banking sector. The loans of APP Group -
Indonesia are bad loans transferred from Bank BII under the Bank
BII restructuring scheme.
Achievement (milestones) since standstill dated March 12th, 2001
through long and winding process of negotiations is:
MoU between Export Credit Agency and IBRA dated 15 June 2002.
Appointment of Financial Controller dated 15 September 2002.
Opening of Escrow Account currently posting as much as USD279
million.
Bali Accord I on 28 September 2002.
Settlement Agreement on 18 December 2002.
Key Commercial Terms for Restructuring is due for signing today.
With the signing done, IBRA, ECA and APP Group Indonesia have
commercially reached an agreement on the debt-restructuring
scheme to be stipulated in the Definitive Restructuring Document
(DRD).
The parties signing the scheme are, among others:
IBRA: 15,2 percent
ECA:
Oesterreichische Kontrollbank Aktiengesellschaft: 0,9 percent
Hermes-Kreditversicherungs-AG: 4,3 percent
Export Development Corporation - Societe Pour L'Expansion Des
Exportations: 0,6 percent
Compagnie Francaise d'Assurance pour le CommerceExterieur,
Instito per I Servizi Assicurativi e il Credito all'Espotazione:
0,1 percent
Export Kredit N„mnden - The Swedish Export Credits Guarantee
Board: 1,2 percent
Nippon Export and Investment Insurance: 3,9 percent
Japanese Trading Companies : 8,3 percent
Mitsubishi Corporation:
Nissho Iwai Corporation
Another party to join the signing is Japanese Trading Company.
Since the total debt under restructuring and the number of
creditors is high, another effort is required following the
signing to socialize the restructuring scheme among other
creditors especially the bond holders (accounting for more than
50 percent of total debt under restructuring).
Preparation of DRD is to begin on 16 June 2003 and will be
completed by the end of June 2003 to be passed to the creditors
for approval by each institution.
The Definitive Restructuring Documentation will be signed in
early July 2003.
With the completion of the major scheme of APP Group - Indonesia
debt restructuring, the companies are expected to operationally
perform better and generate optimal recovery to the Creditors
(including IBRA). Furthermore, APP Group - Indonesia is expected
to maintain its existence in the pulp and paper industry in
Indonesia and exert better multiplier effects on the national
economy through domestic resource empowerment, employment and
export improvement.
The success in debt restructuring of APP Group - Indonesia is
also expected to serve as a momentum for drawing foreign
investment into Indonesia due to assurance in issue settlement
related to investment, particularly foreign investors.
HOTEL PLAZA: Dissolves Dormant Vietnamese Unit
----------------------------------------------
The Board of Directors of Hotel Plaza Limited announced that
Success Venture Investments (Vietnam) Ltd, a dormant subsidiary
incorporated in the British Virgin Islands, has been dissolved
pursuant to members' voluntary liquidation proceedings commenced
earlier.
HWA HONG: Unit Enters Voluntary Liquidation
-------------------------------------------
The Board of Directors of Hwa Hong Corporation Limited (Hwa
Hong) announced that 01-labs.com Pte Ltd 01-labs.com, a 88
percent owned subsidiary of Singapore Warehouse Company
(Private) Ltd. which is in turn a wholly owned subsidiary of Hwa
Hong, has on 10 June 2003 resolved to be wound up by way of a
members' voluntary liquidation.
01-labs.com was incorporated in Singapore on 3 February 2000
with its main principal activity as investment holding. 01-
labs.com has been dormant when it ceased its investment activity
in 2001.
Ms Lim Chin Choo @ Elizabeth Lim has been appointed as
Liquidator of 01-labs.com.
The voluntary liquidation of 01-labs.com will have no impact on
the business or affairs of Hwa Hong Group nor have any
significant effect on the consolidated net tangible assets per
share and the consolidated earnings per share of Hwa Hong and
its subsidiaries for the year ending 31 December 2003.
NEPTUNE ORIENT: Appoints David Lim as CEO
-----------------------------------------
Neptune Orient Lines (NOL) announced Thursday the appointment of
David Lim as Group President and CEO.
David Lim, 47 years old, has extensive experience in both the
public and private sectors, including as CEO of the Port of
Singapore Authority (PSA), where he initiated the global
expansion of the world leading transportation hub with the
acquisition of the Dalian Port in China; as CEO of China-
Singapore Suzhou Industrial Park in China, CEO of Jurong Town
Corporation and most recently as a Singapore Government Cabinet
Minister.
Lim has lived and worked in China and the United States as well
as in Singapore.
Chairman of NOL, Cheng Wai Keung said, "We are delighted to have
found someone with such strong strategic capabilities to head
the Group as we position for sustained profitability into the
future.
"David Lim has experience and expertise in managing complex,
multi-layered businesses and formulating and following through
on far-reaching strategies for those enterprises in which he has
been involved in the past. We look forward to him engaging the
same level of energy and intellect for the benefit of the NOL
Group."
Cheng said the Search Committee established by the NOL Board in
January, and made up of him, Vice Chairman Dr Friedbert Malt,
Boon Swan Foo and Connal Rankin, conducted a rigorous global
search with the independent assistance of long-established
executive search Company Heidrick & Struggles.
"Our brief to them was that we were looking for someone who
could provide leadership for the NOL Group into the future, who
thought and acted strategically, and who could articulate and
implement the strategy agreed by the Board and senior management
team," Cheng said. "It was also vital to find a leader with
qualities that complemented those of the senior management team.
"We looked for someone with these qualities both inside and
outside of the shipping and logistics industry," Cheng said,
"arriving at a shortlist of four we believe was made up of the
best talent available, with candidates from Asia, Europe and the
United States. After assessment by the full Board, we
unanimously selected David Lim."
Dr Friedbert Malt said, "I am most happy with the selection of
David. I believe he will bring great leadership, international
experience and strategic vision to the NOL Group."
Said Connal Rankin, "I believe that David has the all-round
strategic and man-management skills to weld together and lead a
formidable NOL team which will have the aim of delivering a
period of sustained growth and thereby enhance shareholder
value."
Boon Swan Foo said, "David's understanding of the shipping
business through his work with the PSA; his marketing experience
as Director of the Singapore Economic Development Board (EDB) in
the United States; his acute appreciation of the issues involved
in doing business in China; together with his experience in
forging a team and leading it honed in his career in politics
and elsewhere means he is well qualified to lead NOL."
"We look forward to working with David into the future," Cheng
said. "He is ably supported by a strong management team, which
will allow him to establish a long-term vision for the Group as
a whole and set the direction to achieve that in coming years."
David Lim said, "I am looking forward to joining the NOL team
and contributing to its development. The Group has been through
a challenging time but is now well positioned for the future. My
first step will be to get to know the Company well, to meet the
executive team, staff and customers and to establish
relationships with the financial community and other
stakeholders. Once I have done that, I will begin to put
together a strategic vision for the Group and then we can begin
to work on more detailed planning."
Cheng said Lim would begin his new role on 10 July. He joins
Group CFO Lim How Teck as an executive director on the NOL
Board.
NOL reported a second year of losses in 2002 and has to sell
assets to reduce $2.8 billion of debt, $264 million of which is
due by June, the Troubled Company Reporter-Asia Pacific reported
recently.
Media inquiries
Sarah Lockie
Sarah_Lockie@nol.com.sg
Ph +65.6371.5022
THAKRAL CORPORATION: Posts Notice of Shareholder's Interest
-----------------------------------------------------------
Thakral Corporation posted a notice of changes in substantial
shareholder Thakral Investments Ltd.'s interests:
Date of notice to Company: 12 Jun 2003
Date of change of interest: 11 Jun 2003
Name of registered holder: B. B. L. (Nominees) Pte Ltd
Circumstance(s) giving rise to the interest: Others
Please specify details: Sale initiated by financial institution
to meet obligations of a related Company.
Information relating to shares held in the name of the
registered holder:
No. of shares which are the subject of the transaction:
1,000,000
% of issued share capital: 0.067
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: S$0.115
No. of shares held before the transaction: 57,000,000
% of issued share capital: 3.81
No. of shares held after the transaction: 56,000,000
% of issued share capital: 3.743
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before the transaction: 0 369,582,069
% of issued share capital: 0 24.705
No. of shares held after the transaction: 0 368,582,069
% of issued share capital: 0 24.638
Total shares: 0 368,582,069
No. of Warrants - Nil
No. of Options - Nil
No. of Rights - Nil
No. of Indirect Interest - Nil
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,
Mavy 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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*** End of Transmission ***