/raid1/www/Hosts/bankrupt/TCRAP_Public/030701.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Tuesday, July 1, 2003, Vol. 6, No. 128
Headlines
A U S T R A L I A
AUSTRALIAN MAGNESIUM: Shareholder Briefings Set This Week
ELECTROMETALS TECHNOLOGIES: Capital Raising Completed
MIM HOLDINGS: Removed From ASX's Official List
POWERTEL LIMITED: Panel Declines Proceedings Commencement
POWERTEL LIMITED: Provides Roslyndale Proposal Status Update
QUIKTRAK NETWORKS: Changes Registered Address
TOWER LIMITED: Request for Trading Halt Approved
UNION CAPITAL: Convertible Note Maturity Date Extended to Jun 30
WATER WHEEL: Court Hands Down Ruling Against Directors
WATER WHEEL: Changes Board Directors
WILLHART LIMITED: Discloses General Meeting Results
WILLHART LIMITED: Issues ASIC's Name Change Registration Cert
C H I N A & H O N G K O N G
CIL HOLDINGS: Final Audited Results Publication Further Delayed
CONVAC TECHNOLOGIES: Winding Up Sought by Meiki
GLOBAL TECH: 2003 Operations Loss Widens to HK$49.038M
LUCKY FOREVER: Winding Up Hearing Scheduled on July 30
SETPRINT PRODUCTION: Winding Up Petition Pending
TPOFRONT (HOLDINGS): Hearing of Winding Up Petition Set
I N D O N E S I A
TELEKOMUNIKASI INDONESIA: Won't Meet Filing Deadline
TELEKOMUNIKASI SELULAR: Ratings Review for Possible Upgrade
J A P A N
HIGASHINIHON-FERRY: Files for Creditor's Protection
JAPAN AIRLINES: Resuming All Flights to China in October
MITSUBISHI TOKYO: Issues AGM Shareholder's Notice
RESONA HOLDINGS: Intends to Resume Dividends Soon
RESONA HOLDINGS: FSA OKs Restructuring Plan
RESONA HOLDINGS: Tohmatsu Will Reassess Bank Assets
SKYNET ASIA: Expects Profit Next Year
K O R E A
CHOHUNG BANK: Signs Final Contract With Shinhan on July 9
HYUNDAI CORPORATION: Creditors OK Reorganization Plan
SK CORPORATION: Sales Down 12% in May
SK GLOBAL: Foreign Creditors Reject Rescue Plan
M A L A Y S I A
GEAHIN ENGINEERING: Executive Director Sai Chin Hock Retires
HUME INDUSTRIES: Voluntarily Winds-Up Dormant Subsidiary
INTAN UTILITIES: Proposals Submission to SC Failed
JOHAN HOLDINGS: Corporate Exercises Implementation Time Extended
JUTAJAYA HOLDING: Answers KLSE's Litigation Query
KIARA EMAS: July 18 EGM Scheduled
KILANG PAPAN: Seeks Proposed Workout Exercise Time Extension
L&M CORPORATION: Re-appoints Deloitte KassimChan as Auditors
LONG HUAT: Answers KLSE's Winding Up Petition Order
PANGLOBAL BERHAD: SC Extends Proposals Implementation Deadline
PARIT PERAK: Unit Faces Summon From LHDN Over Judgment Debt
RAHMAN HYDRAULIC: SC Extends Investigative Audit for a Month
RAHMAN HYDRAULIC: Securities Delisted; IJMPLNT Admitted to KLSE
ROAD BUILDER: Dormant Units Undertakes Voluntary Winding-Up
SASHIP HOLDINGS: Restructuring Scheme Implementation Cancelled
TAJO BHD: Provides Default in Payment Status Update
TIMBERMASTER INDUSTRIES: Resolutions Approved at 11th AGM
TONGKAH HOLDINGS: Disposes Quoted Securities
TRANS CAPITAL: Acquisitions' Terms Met, Completed
WING TIEK: Issues Explanatory Statement to Scheme Creditors
P H I L I P P I N E S
BAYAN TELECOM: Expects to Sign Restructuring Pact This Week
MANILA ELECTRIC: FTC Orders to Finish 2nd Phase Refund This Year
NATIONAL POWER: Government Starts Raising US$500M
NATIONAL POWER: PSALM President Issues Statement on $500-M Bond
NATIONAL STEEL: Creditor Proposes Sale of Assets
S I N G A P O R E
BONVESTS HOLDINGS: EGM Set for July 28
PENTON INTERNATIONAL: Appoints KC Yin & Co. as Special Advisor
THAKRAL CORP.: Posts Notice of Changes in Shareholder's Interest
T H A I L A N D
SIKARIN PUBLIC: Sarayutr Replaces Peerasak as Board Director
THAI CANE: BOD Meeting Resolves Refinancing, Long-Term Borrowing
- - - - - - - -
=================
A U S T R A L I A
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AUSTRALIAN MAGNESIUM: Shareholder Briefings Set This Week
---------------------------------------------------------
Australian Magnesium Corporation Limited will be holding a
series of briefings in July hosted by Chairman Dr J R Williams
(CBE) with acting Chief Executive Officer, Dr Chris Rawlings.
Rockhampton 6:00pm on Thursday, 3 July 2003
Pilbeam Theatre
2 Cambridge Street, Rockhampton
Brisbane 2:00pm on Friday, 4 July 2003
Sheraton Hotel - Ballroom
249 Turbot Street, Brisbane
Later in July, the Company will also hold meetings interstate
and details will be made available when confirmed.
The briefings are designed to be informal and informative
affairs and entry will be restricted to shareholders.
ELECTROMETALS TECHNOLOGIES: Capital Raising Completed
-----------------------------------------------------
Electrometals Technologies Limited is pleased to advise that on
Friday it completed the issue and allotment of shares to
subscribers under the Company's fully-underwritten 1 for 4
Entitlement Offer. Also, it completed the placement of
17,400,000 shares to De Nora Elettrodi S p A. Accordingly, the
Company has issued and allotted 35,658,000 fully-paid Ordinary
shares, having received the full cash consideration therefore of
$3,209,220.
Notices of allotment are being sent by the Company's share
registry, Computershare Investor Services Pty Ltd, to all
subscribers on Friday.
After these transactions, the Company now has issued fully-paid
Ordinary share capital of 108,022,809 shares, of which DeNora
Elettrodi S p A now holds 21,566,666 shares, representing 19.96
% of the total.
MIM HOLDINGS: Removed From ASX's Official List
----------------------------------------------
M.I.M. Holdings Limited will be removed from the official list
of Australian Stock Exchange Limited at the close of trading on
Monday, 30 June 2003, pursuant to listing rule 17.11 following
implementation of the scheme of arrangement under which Xstrata
Holdings Pry Limited has acquired all of the shares in the
Company.
POWERTEL LIMITED: Panel Declines Proceedings Commencement
---------------------------------------------------------
The Takeovers Panel advised on Sunday that it has declined to
commence proceedings in relation to an application from TVG
Consolidation Holdings SPRL (TVG). The Panel received the
application on Thursday 26 June, seeking a declaration of
unacceptable circumstances in relation to the affairs of
PowerTel Limited (PowerTel).
The Panel decided on the basis of the information and
circumstances currently before it, that additional disclosures
made by both PowerTel and the Roslyndale Syndicate (Roslyndale)
on Friday 27 June, following the application, mean that, on
balance, the shareholders of PowerTel will have sufficient
information on the Roslyndale Proposal to vote on the
resolutions to approve the Roslyndale Proposal. The resolutions
are currently proposed be put to PowerTel shareholders at a
meeting on 2 July under Item 7 of section 611 of the
Corporations Act (Item 7 Meeting).
The Panel also considered that an undertaking offered by
Roslyndale to accelerate the termination of its Share Sale
Agreement with WilTel Communications Group (WilTel), PowerTel's
largest shareholder, would resolve other issues raised by TVG.
TVG announced a takeover bid for all of PowerTel's shares on 10
June 2003. TVG's bid is a rival proposal to the Roslyndale
Proposal. Under the Roslyndale Proposal, Roslyndale would, among
other matters, acquire all of the PowerTel shares owned by
WilTel, and WilTel would assign to Roslyndale various debts
(somewhat more than $21.3 million) owed by PowerTel to WilTel.
Panel Considerations
The Panel considered the submissions, which formed the TVG
application, and the additional disclosures that were made on 27
June. It reached a preliminary view that the additional
disclosures had addressed the disclosure issues raised by TVG,
and Roslyndale had offered an undertaking, which appeared to
address TVG's concerns about the extended effect of the
Roslyndale Share Sale Agreement. The Panel wrote to the parties
on the evening of Friday 27 June, seeking responses by 5.30 p.m.
Saturday 28 June to a number of questions the Panel considered
appropriate to enable it to reassess its preliminary view. In
light of the responses, the Panel decided on the evening of 28
June not to commence proceedings.
Supplementary Disclosure - 27 June 2003
PowerTel published a supplementary target's statement on ASX's
companies' announcement platform (CAP) on the afternoon of 27
June. The supplementary target's statement included the
following disclosure:
* a discussion of the changes that TVG had recently made to
its bid (as set out in TVG's supplementary bidder's statement
dated 25 June);
* an updated recommendation by the PowerTel directors on the
Roslyndale Proposal in light of the changed TVG bid;
* an updated recommendation by the independent expert on the
Roslyndale Proposal in light of the changed TVG bid;
* a discussion by the PowerTel directors as to why they make
their updated recommendation; and
* notice of Roslyndale's further disclosure in the
substantial shareholding notice published by Roslyndale on ASX's
CAP on the afternoon of 27 June.
Roslyndale published a supplementary substantial shareholding
notice on ASX's CAP on the afternoon of 27 June. Roslyndale's
notice included the following documents, among others:
* a copy of the notice of meeting and independent expert's
report for the Item 7 Meeting (these two documents had already
been posted on ASX's CAP, and posted to PowerTel shareholders on
3 June);
* a copy of the Share Sale Agreement between WilTel (the US
parent and its Australian subsidiary which holds the PowerTel
shares), Roslyndale and PowerTel (the copy which has been posted
appears to be dated 15 May 2003, but is only partially signed).
The copy includes as schedules to the agreement the following
documents, which had not been previously disclosed to PowerTel
shareholders (although the terms of some had been described in
the notice of meeting for the Item 7 Meeting):
i. PowerTel financial statements at 31 December 2002;
ii. a term sheet for Roslyndale's underwriting of a
renounceable rights issue by PowerTel, which forms part of the
Roslyndale Proposal;
iii. a list of documents to which Roslyndale had been
provided access in its due diligence studies on PowerTel in
January and February 2003; and
iv. a deed of novation assigning from WilTel to Roslyndale
the debt owed by PowerTel to WilTel; and
* copies of pro-forma letters from Roslyndale to potential
sub-underwriters of the proposed PowerTel rights issue.
Roslyndale Undertaking to the Takeovers Panel
Roslyndale has, in the course of the Panel considering the TVG
application, offered an undertaking to the Panel to waive all
rights it may have under the Share Sale Agreement to restrict or
prevent WilTel Communications Pty Ltd accepting the TVG offer
after the Item 7 Meeting, if PowerTel shareholders vote against
the Roslyndale Proposal. If they do reject the Roslyndale
Proposal, the undertaking will have effect from the date of the
Item 7 Meeting. Roslyndale's solicitors advised the Panel that
Roslyndale had not intended the Share Sale Agreement to act as
any form of lock up after the Item 7 Meeting. The Panel accepted
Roslyndale's offered undertaking as a positive element in the
resolution of the issues before it.
The terms of the Share Sale Agreement set a date of 31 July 2003
at which the Share Sale Agreement would terminate if the
Roslyndale Proposal had not been approved by PowerTel
shareholders. The Panel accepted Roslyndale's advice that that
date had been set to ensure that negotiations and proceedings
were not allowed to be unduly delayed, rather than as any device
to affect the competitive market for PowerTel shares in any
period after the Item 7 Meeting. The Panel also accepts that the
date and the terms of the agreement were not drafted in
contemplation of a rival takeover bid being announced and which
might have been affected by the end date for the Roslyndale
Proposal. The Panel notes that at the time the Share Sale
Agreement was being drafted, Roslyndale and PowerTel did not
know the dates of the TVG bid and did not know that the 31 July
date would extend beyond the closing date of the TVG bid.
Future Conditional Share Sale Agreements
The Panel considers that the events of the Roslyndale Proposal
and TVG bid should be considered by companies and persons
involved in drafting such agreements in future. In order to
avoid the concerns expressed by TVG, which Roslyndale has
resolved by its undertaking, parties to such conditional share
sale agreements should preferably specify the share sale
agreement to terminate, or become unconditional, at the earlier
of the specified end date and the relevant shareholders' meeting
to approve the acquisition by the purchaser.
The Panel considers that this is a matter, which boards of
target shareholders should consider in determining what would be
in the best interests of shareholders. Ideally, target boards
should try to ensure that their shareholders have maximum
opportunities to consider different control alternatives,
unimpeded by unnecessarily restrictive effects of the
conditional share sale agreement to be put to shareholders for
approval.
Adequate Time
TVG originally asked the Panel to consider whether or not the
PowerTel shareholders would have adequate time to consider any
additional information, which it required to be disclosed if it
had commenced proceedings and required further disclosure. In
deciding not to commence proceedings, the Panel considered:
* the remaining time available until the Item 7 Meeting (and
the cut-off time for lodging proxies for that meeting);
* the nature and availability of the information provided to
PowerTel shareholders on 27 June, both in the supplementary
target's statement and the Roslyndale further substantial
shareholding notice (albeit that document contained 192 pages ,
that many PowerTel shareholders may have been deterred from
downloading it by the size, and the fact that individual parts
of it were not readily accessible as separate documents);
* the nature of the additional recommendations provided by
the PowerTel directors and the independent expert;
* the nature, timing and content of information provided to
PowerTel shareholders in the period leading up to the
application by TVG (information provided by PowerTel, TVG and
Roslyndale);
* the media coverage of the issues recently raised; and
* further steps which PowerTel and others may take over the
next few days to advise PowerTel shareholders of the nature and
existence of the additional information.
The Panel considered whether there appeared sufficient risk, on
the face of the eviance put before it by parties and by TVG,
concerning PowerTel shareholders' ability to assimilate the
information to warrant the Panel commencing proceedings to
consider postponing the Item 7 Meeting. However, on the basis of
the further disclosures, the issues set out above, and the
submissions of the parties, the Panel considered on balance that
there was not a sufficient basis for commencing proceedings or
postponing the meeting.
The Panel noted that both PowerTel and Roslyndale provided the
supplementary information at a very early stage of the Panel's
process following TVG's application. The Panel considered that
while TVG's request for a postponement or adjournment of the
meeting may have had materially more influence if the
information had only been released following Panel proceedings,
the very early disclosure by PowerTel and Roslyndale, well
before TVG could have expected the Panel to have ordered it, had
materially reduced the need for considering any delay of the
PowerTel shareholders' decision.
The Panel considered that shareholders generally are inevitably
required to assess and deal with changing circumstances in many
types of transactions before voting or deciding whether or not
to accept a takeover offer. In the context of takeovers, the
legislation sets out supplementary bidder's statements and
supplementary target's statements as the process for informing
shareholders of new information and material changes. The Panel
considers that the additional information provided prior to the
Item 7 Meeting is equivalent to the disclosure that may have
been provided if the Roslyndale Proposal had been a takeover
bid. On that basis, the Panel considers that on balance PowerTel
shareholders have received sufficient information and will have
sufficient time to be able to assess that additional
information.
Access to updated information via website
The Panel considers that PowerTel should, nevertheless, ensure
that its website contains, as soon as possible, all of the
recently disclosed information, in a prominent, and readily and
conveniently accessible form, or links to other sites where the
information is readily and conveniently accessible by PowerTel
shareholders.
Timing of TVG application
The Panel is not aware of whatever internal issues within TVG
related to the timing of its application to the Panel. However,
the Panel considers it would have been desirable, if it had been
feasible for TVG, for the application to have been made earlier.
In saying this, the Panel notes that the market has been aware
of the existence of the Share Sale Agreement and the debt
Assignment Agreement since their existence was disclosed in the
9 May announcement by PowerTel, and the fact of the agreements
themselves not being disclosed was clear from 15 May when
PowerTel announced that they had been signed, but did not
include them in the announcement and Roslyndale did not include
them in its initial substantial shareholding notice on 3 June.
TVG has advised the Panel that it had been seeking disclosure of
the relevant documents from WilTel and PowerTel but had been
told that the documents would not be disclosed to TVG because
the arrangements were subject to confidentiality obligations.
TVG's Application
TVG had asked the Panel to make a declaration of unacceptable
circumstances in relation to the affairs of PowerTel and then to
make orders that:
(a) PowerTel seek the consent of its shareholders to adjourn
the Item 7 Meeting to enable supplementary disclosure to be made
and considered by PowerTel shareholders.
(b) PowerTel issue a supplementary target's statement, by no
later than 5 business days before the adjourned Item 7 Meeting,
which:
(i) included all information regarding the Roslyndale
Proposal that is material to PowerTel shareholders deciding on
how to vote on the Roslyndale Proposal, in the context of the
TVG Proposal, in terms approved by the Takeovers Panel; and
(ii) updated the recommendations made in the PowerTel
target's statement, addressing the recent changes made by TVG to
its bid conditions and intentions; and
(c) any agreement between WilTel and Roslyndale not restrict
WilTel's capacity to accept the TVG bid subsequent to the
PowerTel meeting (should PowerTel shareholders vote against the
Roslyndale Proposal).
Process
The President of the Panel appointed Carol Buys, Alison Lansley
and Chris Photakis to constitute the Sitting Panel to consider
the application.
The Panel will publish the reasons for its decision not to
commence proceedings on its website www.takeovers.gov.au when
they are settled.
The Panel wishes to thank the parties to this application for
their helpful cooperation and timely responses, both of which
made the Panel's consideration significantly easier.
CONTACT INFORMATION: Nigel Morris,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
E-mail: Nigel.morris@takeovers.gov.au
POWERTEL LIMITED: Provides Roslyndale Proposal Status Update
------------------------------------------------------------
Powertel Limited updated the market as to the status, as of June
27, 2003, of the various conditions referred to in clause 3.1 of
the Share Sale Agreement for Shares in PowerTel Limited.
1. POWERTEL SHAREHOLDER APPROVAL TO ROSLYNDALE SYNDICATE
TRANSACTION
This condition has not yet been satisfied. If shareholders
approve all three resolutions at the general meeting on 2 July
2003, the condition will be satisfied at that time.
2. NO ACCELERATION OF PAYMENTS UNDER POWERTEL'S BANKING
FACILITIES
There has been no acceleration of payments as of Friday.
Accordingly, this condition has not been breached.
3. TERMINATION OF TECHNICAL SERVICES AGREEMENT WITH WILLIAMS
INTERNATIONAL SERVICES COMPANY
PowerTel, Williams International Services Company, and WilTel
Communications Group Inc have entered into a binding agreement
under which the Technical Services Agreement will terminate from
completion of the share purchase by Roslyndale Syndicate.
Accordingly, this condition will be satisfied at the relevant
time.
4. TERMINATION OF SHAREHOLDERS AGREEMENT BETWEEN WILTEL AND
DOWNTOWN UTILITIES PTY LTD
DownTown Utilities Pty Limited and WilTel are in the process of
completing documentation to effect the termination of the
Spectrum Shareholders Agreement. If PowerTel's shareholders
approve the Roslyndale Proposal on 2 July 2003, termination of
the Spectrum Shareholder Agreement will take effect upon
completion of the share purchase agreement by WilTel and the
Roslyndale Syndicate.
5. CHAPTER 11 OPINION
The vendor has provided the Company with a draft legal opinion,
which is acceptable, and Powertel has waived this condition.
6. NO SUSPENSION OF POWERTEL SHARES FOR MORE THAN 5 TRADING DAYS
PowerTel shares have not been suspended since the announcement
of the Roslyndale Syndicate transaction, nor has PowerTel been
removed from the official list of the Australian Stock Exchange.
Accordingly, this condition has not been breached.
7. BREACH OF UNDERWRITING AGREEMENT
No breaches of the underwriting agreement have occurred.
8. NO MATERIAL ADVERSE EFFECT ON POWERTEL'S BUSINESS PLAN
PowerTel has now obtained consents from Telstra Corporation
Limited, Optus Network Pty Ltd and Macquarie Corporate
Telecommunications Holdings Limited (MCT) to the change in
control that will or may result from completion of the
Roslyndale Syndicate transaction. In the case of the MCT
consent, MCT has agreed to take no action in relation to the
change in control for six months from completion of the
transaction, but has reserved its right of termination resulting
from the change in control after that time. If during that 6
months period PowerTel continues to approach the MCT
relationship in the normal course of business as conducted
during the past year (as determined by MCT in its absolute
discretion), then MCT will not exercise its right of
termination. The Company confirms that they are not aware of any
matter constituting a "material adverse effect" as at the date
of this announcement for the purposes of this condition
(including the limited consent from MCT to the change of
control). Accordingly, this condition has not been breached as
at the date of this announcement.
9. NO "PRESCRIBED OCCURRENCE" IN RESPECT OF THE POWERTEL GROUP
As of June 27, 2003 this condition has not been breached.
10. RESTRUCTURE OF THE POWERTEL SECURED LOAN FACILITY, WITH THE
APPROVAL OF POWERTEL'S BANK SYNDICATE
The PowerTel Bank Syndicate has formally approved the Roslyndale
Proposal, subject to formal documentation.
11. APPROVAL OF THE BOARDS AND BANKS OF WILTEL AND WILTEL
COMMUNICATIONS LLC
The board of WilTel Communications LLC has given their approval
for the purposes of this condition, and approval of the board of
WilTel Communications Pty Ltd (WilTel) is expected to be
obtained prior to 2 July 2003. WilTel Communications LLC are in
discussions with their bank lenders to confirm bank lender
approval to the Roslyndale Proposal, and expect them to obtain
such approval prior to 2 July 2003.
12. CONVERSION OF CPS'S
It has been agreed with the vendor that this will occur prior to
completion.
13. DEED OF NOVATION
All material terms have been agreed and it will be executed
prior to completion.
QUIKTRAK NETWORKS: Changes Registered Address
---------------------------------------------
Quiktrak Networks Limited advised that, effective Monday 30 June
2003, the Company's corporate/registered office and telephone
and fax numbers was changed to:
Suite 107
109 Pitt St
SYDNEY NSW 2000
Tel. 9233 8011
Fax. 9233 1349
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.
TOWER LIMITED: Request for Trading Halt Approved
------------------------------------------------
TOWER Limited's request for a trading halt pursuant to NZX
Listing Rule 5.4.1, to take effect immediately has been
approved.
The reason for the trading halt is to inform the market of the
status of:
* TOWER's existing capital raising proposal,
* An alternative capital-raising proposal received by TOWER,
and,
* The Special Shareholders' Meeting scheduled for this Friday
4 July 2003.
The trading halt is expected to last, at the latest, until the
close of trading on the ASX on 1 July 2003.
UNION CAPITAL: Convertible Note Maturity Date Extended to Jun 30
----------------------------------------------------------------
Union Capital Limited advises that it has received notice from
Robert Boutflower Murdoch under clause 6 (Extension of Maturity
Date) of the Converting Note Deed to extend the Maturity Date of
the 420,000 $1 convertible notes for a further term of two (2)
years. The affect of this notice is to revise the Maturity Date
(Extended Maturity Date) of the 420,000 $1 convertible notes to
June 30th 2005.
The Company advises that Robert Boutflower Murdoch has requested
that the Expiry Date of the 55,000 $1 unsecured convertible
notes be varied from June 30th 2003 to June 30th 2005. He has
asked that this variation to the terms of the Convertible
Unsecured Note Certificate be subject to the approval of
shareholders at the next General Meeting of the Company.
The affect of this request is to vary the expiry date of the
55,000 $1 unsecured convertible notes in the name of Robert
Boutflower Murdoch from June 30th 2003 to June 30th 2005 under
the deed of variation.
The Company received notice from the European Investor under
clause 2 (Conversion and Maturity) of the Convertible Unsecured
Note Certificate to extend the Maturity Date of the 1,000,000 $1
convertible notes for a further term of two (2) years. The
affect of this notice its to revise the Maturity Date of the
1,000,000 $1 convertible notes to June 25th 2005.
The Company advises that the European Investor has requested
that the Expiry Date of the 200,000 $1 unsecured convertible
notes be varied from June 30th 2003 to June 30th 2005.
The affect of this request is to vary the expiry date of the
200,000 $1 unsecured convertible notes in the name of the
European Investor from June 30th 2003 to June 30th 2005 under
the deed of variation.
According to Wrights Investors' Service, at the end of 2002,
Union Capital Limited had negative working capital, as current
liabilities were A$1.52 million while total current assets were
only A$1.14 million. It also reported losses during the previous
12 months and has not paid any dividends during the previous 4
fiscal years.
WATER WHEEL: Court Hands Down Ruling Against Directors
------------------------------------------------------
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), welcomed Monday's judgment in
ASIC's civil penalty action against Messrs Bernard Plymin, John
Elliott and William Harrison, the directors of Water Wheel
Holdings Limited and Water Wheel Mills Pty Ltd (the companies).
The Court on Monday made formal declarations that each of the
directors had contravened the insolvent trading provisions of
the Corporations Law.
"Today's outcome reinforces the need for directors to exercise
reasonable care that their companies will be able to pay for
goods and services contracted in the normal course of business.
Failure to do so can cause serious financial hardship to
families and small businesses supplying those goods and
services", Mr Knott said.
In relation to Mr Plymin, the Court ordered that he:
* be banned for 10 years, commencing on 28 July 2003, from
managing a corporation
* pay compensation of $1,428,000 to the companies (jointly
with Mr Elliott)
* pay pecuniary penalties of $25,000, and
* pay ASIC's taxed costs (jointly with Mr Elliott, but
neither is obliged to pay more than 80 per cent of the total).
In relation to Mr Elliott, the Court ordered that he:
* be banned for four years, commencing on 28 July 2003, from
managing a corporation
* pay compensation of $1,428,000 to the companies (jointly
with Mr Plymin)
* pay pecuniary penalties of $15,000, and
* pay ASIC's taxed costs (jointly with Mr Plymin, but neither
is obliged to pay more than 80 per cent of the total).
In relation to Mr Harrison, the Court ordered that he:
* be banned for seven years, commencing on 28 July 2003, from
managing a corporation, and
* pay compensation of $300,000 to the companies.
The orders against Mr Harrison for compensation reflected a
settlement reached with ASIC early in the litigation. In
recognition of Mr Harrison's cooperation and contrition, ASIC
did not seek compensation and financial penalties from him
exceeding $300,000. However, Justice Mandie viewed Mr Harrison's
'serious dereliction of duty' as requiring a more lengthy
banning period than had been recommended by ASIC. As part of the
settlement with ASIC, Mr Harrison paid the agreed compensation
amount to ASIC during the trial, pending a final decision by the
Court. The amount paid represents a large portion of Mr
Harrison's available means, which will now benefit creditors.
"ASIC is satisfied that the penalties imposed in this case have
underlined the importance of the insolvent trading laws and
highlighted the serious consequences that may result when
directors exercise inadequate care and diligence", Mr Knott
said.
"The victims of insolvent trading failures are usually
individuals and small businesses who have supplied goods and
services to a company in good faith. In this case, many such
parties in rural Victoria and New South Wales suffered as a
result of the failure by Water Wheel's directors to exercise due
care and diligence.
"The compensation ordered today takes account of the revised
distribution to creditors expected by the Administrator, and it
will further benefit those creditors", he said.
WATER WHEEL: Changes Board Directors
------------------------------------
Water Wheel Holdings Limited (Subject to a Deed of Company
Arrangement) advises shareholders that the directors of the
company, Mr Bernard Plymin, Mr John Elliot and Mr William
Harrison, announced on 26 June 2003 the appointment of Ms
Caroline Elliot, Ms Michele Levine and Mr Kenneth Carnie to the
board of directors of Water Wheel Holdings Limited (Subject to a
Deed of Company Arrangement).
WILLHART LIMITED: Discloses General Meeting Results
---------------------------------------------------
The results of the General Meeting of shareholders of Willhart
Limited held at the offices of Byte Power, Unit 4A, 80 Hope
Street, South Brisbane, Queensland at 3:00 pm on Wednesday 25
June 2003 are;
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 carried.
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 carried.
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 carried.
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.
Resolution carried.
At the end of 2002, Willhart Limited had negative working
capital, as current liabilities were A$2.22 million while total
current assets were only A$1.93 million, Wrights Investors'
Service reported. It also reported that the company has paid no
dividends during previous 2 fiscal years and has losses during
the previous 12 months.
WILLHART LIMITED: Issues ASIC's Name Change Registration Cert
-------------------------------------------------------------
The Board of Willhart Limited wish to advise that, following the
carrying of the Change of Name resolution at the General Meeting
of shareholders on the 25 June 2003 previously announced to the
market, the Australian Securities and Investment Commission
issued a Certificate of Registration on Change of Name to Byte
Power Group Limited on the 26 June 2003.
Go to http://bankrupt.com/misc/TCRAP_WHL0630.pdffor a copy
of the Australian Securities and Investment Commission's
Certificate of Registration on Change of Name to Byte Power
Group Limited as at 26 June 2003.
================================
C H I N A & H O N G K O N G
================================
CIL HOLDINGS: Final Audited Results Publication Further Delayed
---------------------------------------------------------------
The Board of directors of the CIL Holdings Limited announced
that due to change of the auditors of the Company on 24th May,
2003, the publication of the final audited results of the
Company and its subsidiaries (the Group) for the year ended 30th
June, 2002 will be further delayed to a date which will be on or
before 31st July, 2003 and the dispatch of the annual report
will take place approximately three weeks thereafter. The
incompletion of the final audited results of the Group of the
year ended 30th June, 2002, caused further delay of the
publication of the interim results of the Group for the six
months ended 31st December, 2002 to a date which will be on or
before 15th September, 2003 and the dispatch of the interim
report will take place approximately three weeks thereafter.
On 16th May, 2003, the Board received a notice of resignation as
auditors from Messrs. RSM Nelson Wheeler. The notice stated that
there are no circumstances in connection with their resignation
that should be brought to the attention of the shareholders or
the creditors of the Company. On 24th May, 2003, the Board
resolved to appoint Messrs. Charles Chan, Ip & Fung CPA Limited
to replace the vacancy left by them to hold office until the
conclusion of the next annual general meeting. Upon the
appointment, the auditors has commenced audit on the Group's
account. In view of the change of auditors, the publication of
the final results for the year ended 30th June, 2002 will be
further delayed to on or before 31st July, 2003. Accordingly,
the publication of the interim results for the six months ended
31st December, 2002 will be further delayed to on or before
15th September, 2003.
BREACHES OF LISTING RULES
The further delay in the publication of the audited consolidated
final results for the year ended 30th June, 2002 and the delay
in the dispatch of the annual report of the Company constitute a
breach of paragraphs 8(1) and 11(1) of appendix 7B to the
Listing Rules.
The further delay in the publication of the interim results for
the six months ended 31st December, 2002 and dispatch of the
interim report of the Company constitute a breach of paragraphs
10(1) and 11(6) of appendix 7B to the Listing Rules.
In this regard, the Stock Exchange reserves its rights to take
appropriate action against the Company and/or its Directors.
Pursuant to a subscription agreement entered into on 30th
January, 2002 between the Company, Mr. Ke Jun Xiang (Mr. Ke, a
director of the Company) and Trade Honour Limited (Trade
Honour), a company wholly and beneficially owned by Mr. Ke, the
Company has allotted 3,500,000,000 shares of the Company which
represent 56.7% of the total issued capital of the Company to
Trade Honour upon completion of the Scheme that is 16th May,
2003.
Save as the above, the directors have confirmed that they have
not dealt in the Shares since 1st June, 2002 and will undertake
to the Stock Exchange that they will not deal in the Shares
until the audited final results for the year ended 30th June,
2002 and interim results of the six months ended 31st December,
2002 are released and published.
Shareholders and investors should exercise caution when dealing
in the Shares.
CONVAC TECHNOLOGIES: Winding Up Sought by Meiki
-----------------------------------------------
Meiki Company Limited is seeking the winding up of Convac
Technologies Limited. The petition was filed on May 29, 2003,
and will be heard before the High Court of Hong Kong on July 30,
2003.
Meiki holds its registered office at 2 Ohne, Kitasake-cho, Ohbu
City, Aichi 474-8666, Japan.
GLOBAL TECH: 2003 Operations Loss Widens to HK$49.038M
------------------------------------------------------
Global Tech (Holdings) Limited posted its Results Announcement's
summary for the year ending date September 30, 2003:
Year end date: 30/09/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/10/2002 from 01/10/2001
to 31/03/2003 to 31/03/2002
Note ('000) ('000)
Turnover : 1,643,278 2,815,878
Profit/(Loss) from Operations : (49,038) (287,698)
Finance cost : (3,272) (5,998)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : (417) (563)
Profit/(Loss) after Tax & MI : (52,766) 243,269
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.011) 0.051
-Diluted (in dollars) : (0.01) 0.049
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (52,766) 243,269
Interim Dividend : NIL $0.018
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
The calculation of basic and diluted earnings per share is based
on the Group's loss attributable to shareholders of
approximately HK$52,766,000 (2002: HK$243,269,000).
The basic earnings per share is based on the weighted average of
4,963,574,523 (2002: 4,770,019,130) ordinary shares in issue
during the Period. The fully diluted earnings per share is
based on 5,053,800,087 (2002: 4,981,040,027) ordinary shares
which is the weighted average number of ordinary shares in issue
during the Period plus the weighted average of 90,225,564 (2002:
211,020,897) ordinary shares deemed to be issued at no
consideration if all outstanding warrants and options had been
exercised.
LUCKY FOREVER: Winding Up Hearing Scheduled on July 30
------------------------------------------------------
The High Court of Hong Kong will hear on July 30, 2003 at 9:30
in the morning the petition seeking the winding up of Lucky
Forever Limited.
Chow Wai Leung of 2/F., Kam Ling Court, 20 Whitty Street, Hong
Kong filed the petition on May 30, 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.
SETPRINT PRODUCTION: Winding Up Petition Pending
------------------------------------------------
Setprint Production Limited is facing a winding up petition,
which is slated to be heard before the High Court of Hong Kong
on July 9, 2003 at 10:00 in the morning.
The petition was filed on May 19, 2003 by Leung Shiu Hung of
Room 1012, Ping Sin House, Ping Tin Estate, Lam Tin, Kowloon,
Hong Kong.
TPOFRONT (HOLDINGS): Hearing of Winding Up Petition Set
-------------------------------------------------------
The petition to wind up Tpofront (Holdings) Limited will be
heard before the High Court of Hong Kong on July 9, 2003 at
10:00 in the morning.
The petition was filed with the court on May 20, 2003 by Bank of
China (Hong Kong) Limited whose registered office is situated at
14th Floor, Bank of China Tower, No. 1 Garden Road Central, Hong
Kong.
=================
I N D O N E S I A
=================
TELEKOMUNIKASI INDONESIA: Won't Meet Filing Deadline
----------------------------------------------------
PT Telekomunikasi Indonesia Tbk (TELKOM) on Monday filed with
the U.S. SEC for a 15-day extension of the June 30, 2003
deadline for the filing of TELKOM's Annual Report 2002,
IndoExchange reported Monday.
According to President Director Kristiono, "Although our 20-F
will be filed late, TELKOM is committed from the top down - from
its BOC to BOD to management and employees -- to full compliance
with the U.S. SEC's rules. The Company is proceeding
expeditiously to fulfill our legal obligations as this is what
our shareholders expect and deserve."
Meanwhile Corporate Secretary TLKM Woeryanto Soeradji said
"TELKOM's U.S. SEC problems are very serious and are receiving
the daily attention of our senior management."
"After speaking with our new auditor PwC, it is absolutely clear
that TELKOM will not meet its filing deadline for the 20-F, even
with a 15 day extension. No further extension is possible, and
our filing will be late. Our June 11 press release lays out the
possible negative consequences, and beyond that we cannot
predict what action the U.S. SEC or NYSE will actually take,"
Rochiman Sukarno, Head of Investor Relations, said.
A 15-day extension is the maximum permitted under relevant SEC
rules. No additional extensions of time will be possible, and
whether the filing deadline is June 30 or July 15, TELKOM will
not be able to meet the filing deadline.
TELEKOMUNIKASI SELULAR: Ratings Review for Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service on Friday placed on review for
possible upgrade of the Telekomunikasi Selular (Telkomsel)'s B1
local currency long term issuer rating of as well as the B3
foreign currency senior unsecured rating of Telekomunikasi
Selular Finance Limited (TSF), guaranteed by Telkomsel.
The rating action is as a result of the agency's decision to
place Indonesia B3 foreign exchange country ceiling and domestic
currency issuer rating of the Government on review for possible
upgrade.
On April this year, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services affirmed its
'B+' corporate credit rating on the Company.
=========
J A P A N
=========
HIGASHINIHON-FERRY: Files for Creditor's Protection
---------------------------------------------------
Higashinihon-Ferry Co. and four of its affiliates filed for
court protection from creditors with the Tokyo District Court on
Sunday, Kyodo News reports. The ferry operator, connecting
Hokkaido and the main island of Honshu, had liabilities
estimated at 58 billion yen.
JAPAN AIRLINES: Resuming All Flights to China in October
--------------------------------------------------------
Japan Airlines System Corporation will resume flights between
Japan and China in October, according to Kyodo News. The airline
made the decision in response to the removal of travel
restrictions to Beijing by the World Health Organization and the
Japanese Foreign Ministry, which were imposed following the
outbreak of severe acute respiratory syndrome (SARS).
MITSUBISHI TOKYO: Issues AGM Shareholder's Notice
-------------------------------------------------
The matters below were reported and resolved at the second
Annual General Meeting (AGM) of shareholders of Mitsubishi Tokyo
Financial Group, Inc. held on June 27, 2003.
Report on the Non-Consolidated Balance Sheet as of March 31,
2003, and the Non-Consolidated Statement of Income and the
Business Report for the 2nd Business Term (April 1, 2002 to
March 31, 2003).
The contents of the Financial Statements above were reported.
Matters for Resolution:
First Item of Business:
The matter of Approval of the Proposed Appropriation of Retained
Earnings for the 2nd Business Term was approved and resolved as
originally proposed. The year-end dividend of the term under
review was decided at 4,000 per share.
Also, the year-end dividend for the Class 1 Preferred Shares was
decided at 41,250 (the prescribed annual dividends amount to
82,500 per share including interim dividends) and the year-end
dividend for the Class 2 Preferred Shares was decide at 8,100
per share (the prescribed annual dividends amount to 16,200 per
share including interim dividends).
Second Item of Business:
The matter of the Partial Amendments to the Articles of
Incorporation was approved and resolved as originally proposed.
The contents of the Amendments are as follows.
As a result of the 'Law regarding the Partial Amendments to the
Commercial Code, etc. of Japan' (Law No. 44, 2002; enforced on
April 1, 2003), establishment of a system to invalidate share
certificates, adoption of a system for shareholders to request
issuing companies to sell fractional shares and relaxation of
provisions regarding the quorum required for special resolutions
at the general meeting of shareholders on matters, such as for
amendments to the Articles of Incorporation, etc. were
implemented.
In order to respond to these implementations, the Company made
necessary changes and established necessary provisions in the
Articles of Incorporation, including, among other things,
establishment of provisions regarding the register of loss of
share certificates, adoption of requests made by shareholders to
the Company to sell fractional shares and reducing a quorum
required for special resolutions at the general meeting of
shareholders to one-third of voting rights owned by all
shareholders for smooth operation of the general meeting of
shareholders.
In addition, the Company made following necessary changes in
connection with deletion of the provision concerning convertible
bonds pursuant to the 'Law regarding the Partial Amendments to
the Commercial Code, etc. of Japan' (Law No. 128, 2001; enforced
on April 1, 2002) and extension of the term of office of
Corporate Auditors pursuant to the 'Law regarding the Partial
Amendments to the Commercial Code and the Law regarding Special
Exceptions to the Commercial Code Related to Auditing, etc. of
Corporations (Kabushiki-Kaisha) of Japan' (Law No. 149, 2001;
enforced on May 1, 2002).
Third Item of Business:
Regarding the Election of Four (4) Directors, four (4)
Directors, namely Messrs. Asataro Miyake, Nobuo Kuroyanagi,
Haruya Uehara and Tetsuo Iwata were newly elected and such
Directors assumed their offices.
Fourth Item of Business:
Regarding the Election of Two (2) Corporate Auditors, two (2)
Corporate Auditors, namely Messrs. Setsuo Uno and Takuo Oi were
newly elected and such Corporate Auditors assumed their offices
after the close of this Annual General Meeting of Shareholders.
Fifth Item of Business:
Regarding Granting of Retirement Gratuities to Retiring
Directors and Corporate Auditors, it was resolved that the
retirement gratuities of two (2) retired Directors, namely
Messrs. Hiroshi Watanabe and Setsuo Uno and two (2) retired
Corporate Auditors, namely Messrs. Yoshikazu Takagaki and
Takashi Uno shall be paid within reasonable amounts to be
determined in accordance with the prescribed standards of the
Company.
The determination of the amount and the date of presentation and
methods thereof, etc. shall be entrusted to the Board of
Directors in case of the retired Directors and to be determined
among Corporate Auditors in case of the retired Corporate
Auditors.
Mitsubishi Tokyo Financial Group Inc. said that latent losses on
domestic shares held by its group banks totaled 723.6 billion
yen at the end of December, amid the protracted slump in the
Tokyo stock market, TCR-AP reported recently. The total broke
down into 464 billion yen for the Bank of Tokyo-Mitsubishi and
259.6 billion yen for Mitsubishi Trust & Banking Corporation.
RESONA HOLDINGS: Intends to Resume Dividends Soon
-------------------------------------------------
Resona Holdings Inc. aims for an early resumption of dividend
payments on common shares after skipping them for the year to
next March, Reuters reports. The government said earlier this
month it would inject 1.96 trillion yen (US$16.42 billion) into
Resona, acquiring more than two-thirds of the voting rights,
after capital at Japan's fifth-largest bank fell sharply below
that needed to do business.
Resona's new Chairman, Eiji Hosoya and Kawada will hold a news
conference later on Friday with Resona Bank President Masaaki
Nomura and newly appointed external directors.
RESONA HOLDINGS: FSA OKs Restructuring Plan
-------------------------------------------
The Financial Services Agency (FSA) has approved a business-
restructuring plan put forward by Resona Holdings Inc. and
Resona Bank, according to Kyodo News. The approval allows the
holding firm and its core-banking unit to reduce taxes when
filing registrations with the government to raise their depleted
capital bases.
RESONA HOLDINGS: Tohmatsu Will Reassess Bank Assets
---------------------------------------------------
Resona Holdings Inc. has chosen Tohmatsu & Co. to review the
banking group's assets, Japan Times reported Saturday, citing
Resona Holdings Chairman Eiji Hosoya.
The reassessment will resolve doubts about whether Resona
Holdings is solvent and allow the banking group's new management
to draft a viable business plan. The government agreed to inject
Resona with 1.96 trillion yen at the end of May, based on
assertions by the Financial Services Agency, auditor Shin Nihon
& Co. and Resona Holdings that the group was solvent.
SKYNET ASIA: Expects Profit Next Year
-------------------------------------
Skynet Asia Airways Co. expects a net profit of 79 million yen
and plans to clear away excess debt in fiscal 2004, the Japan
Times reported on Saturday, citing Skynet President Shoji
Shimoda.
The airline had a capital deficit of 1.1 billion yen in fiscal
2002. It plans to eliminate the deficit by boosting capital. The
airline booked a net loss of 1.8 billion yen in the year ended
March 31 due to huge operating costs, the Troubled Company
Reporter-Asia reported recently. The amount of deficit
represents an increase of some 300 million yen from an earlier
projection released in June last year by the airline.
=========
K O R E A
=========
CHOHUNG BANK: Signs Final Contract With Shinhan on July 9
---------------------------------------------------------
The Korea Deposit Insurance Corp. (KDIC), which owns 80.04
percent stake in Chohunng Bank, will sign a final contract with
Shinhan Financial Group on July 9 to sell the bank to the
private financial holding Company, Asia Pulse reported Monday.
The KDIC and Shinhan will assess a report on Chohung's financial
health and other conditions until July 7 before the deal is
signed.
On June 19, the Public Fund Oversight Committee, an agency in
charge of managing taxpayer's money, has approved the
government's plan to sell Chohung to Shinhan for 3.37 trillion
won (US$2.82 billion).
HYUNDAI CORPORATION: Creditors OK Reorganization Plan
-----------------------------------------------------
Creditors of Hyundai Corporation have agreed to reorganize the
debts of the trading firm, after a capital reduction in the
Company, JoongAng Daily reports. According to the plan, all the
shares in the Company held by the largest shareholders Hyundai
affiliates and Chung Mong-hun, the leader of Hyundai Group will
be retired. Then Hyundai Corporation will be separated from
Hyundai Group. The shares in Hyundai Corp. held by minority
shareholders will be written down to one ninth of their current
number.
After the capital reduction, the creditors, including Korea
Exchange Bank, will become the largest shareholders in Hyundai
Corporation through swapping debts of 310 billion won (US$260
million) in the Company for equity stakes. Through the debt-for-
equity swap, Hyundai Corp's debt will be cut to 460 billion won.
The creditors plan to lower the interest rate on the remaining
debt. A shareholders meeting will be held July 23 to decide on
the capital reduction and a revision of the corporate rules for
the debt-for-stock exchange.
SK CORPORATION: Sales Down 12% in May
-------------------------------------
Sales in SK Corporation fell 12 percent in May from a year
earlier due to weaker demand and lower oil prices, according to
Reuters. The Company booked sales of 996 billion won (US$839.4
million) in May, down from 1.13 trillion won in the same month
last year. The decline was caused by weaker oil demand and lower
oil prices as well.
Creditors have tightened the Company's credit lines to put
pressure on it to helping bail out its troubled oil trading arm,
SK Global Co. SK Global is at the heart of a US$1.2 billion
accounting fraud unearthed in March.
DebtTraders reports that SK Corp.'s 7.500% bond due in 2006
(YUKO06KRN1) trades between 97 and 99.5. For real-time bond
pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=YUKO06KRN1
SK GLOBAL: Foreign Creditors Reject Rescue Plan
-----------------------------------------------
Foreign creditors of SK Global have rejected a multibillion-
dollar debt-restructuring plan for the firm, Digital Chosun
reports. Domestic creditors held a meeting in Hong Kong on
Friday together with 27 foreign counterparts, including Standard
Chartered Bank, Citibank, and HSBC. During the meeting, Korean
banks offered to buy the foreign creditors' outstanding loans to
the firm at 38 percent of the face value. The foreign creditors
rejected the offer, breaking the negotiations, sources with the
Korean creditors said.
Foreign creditors claimed that their cash-buyout ratio should be
higher than the local creditors, as the foreign loans extended
to overseas branches of the firm were guaranteed for their
repayment by the head office of the firm. Despite the breakup of
the first meeting, they would soon launch another round of talks
with foreign creditors in Seoul, to wrap up the restructuring
proposal by July 18. SK Global's total foreign exposure is
estimated at W910 billion.
===============
M A L A Y S I A
===============
GEAHIN ENGINEERING: Executive Director Sai Chin Hock Retires
------------------------------------------------------------
Geahin Engineering Berhad posted Change in Boardroom notice:
Date of change : 25/06/2003
Type of change : Retirement
Designation : Director
Directorate : Executive
Name : SAI CHIN HOCK
Age : 54
Nationality : MALAYSIAN
Qualifications : BACHELOR OF COMMERCE, NANYANG UNIVERSITY OF
SINGAPORE
Working experience and occupation : BUSINESSMAN AND SERVED AS
THE CONSULTANT AND ADVISOR TO THE BOARD AND MANAGEMENT OF GEAHIN
ENGINEERING BERHAD (GEAHIN)
Directorship of public companies (if any) : NIL
Family relationship with any director and/or major shareholder
of the listed issuer : HE IS A BROTHER TO MR. SAI AH SAI AND
UNCLE TO MR. SAI SWEE SEONG.
Details of any interest in the securities of the listed issuer
or its subsidiaries :
DIRECT - 945,000 SHARES OF RM1.00 EACH IN GEAHIN.
INDIRECT - 8,000,000 SHARES OF RM1.00 EACH IN GEAHIN - DEEMED
INTEREST BY VIRTUE THROUGH SAI HOLDINGS SDN. BHD.
Remarks : AT THE COMPANY'S ANNUAL GENERAL MEETING HELD ON 25
JUNE 2003, MR. SAI CHIN HOCK DID NOT SEEK RE-ELECTION AS A
DIRECTOR OF THE COMPANY. ACCORDINGLY, MR. SAI CHIN HOCK HAS
CEASED TO BE DIRECTOR AND EXECUTIVE DIRECTOR OF THE COMPANY UPON
THE CONCLUSION OF THE ANNUAL GENERAL MEETING HELD ON 25 JUNE
2003.
On May 13, the Troubled Company Reporter - Asia Pacific reported
that the High Court of Malaya in Melaka ordered an extension of
90 days, from May 6, 2003 - August 3, 2003, to hold the
creditors' meeting to consider and approve the restructuring
scheme under Section 176 (1) of the Companies Act, 1965 pursuant
to the Order dated 5 February 2003.
HUME INDUSTRIES: Voluntarily Winds-Up Dormant Subsidiary
--------------------------------------------------------
Hume Industries (Malaysia) Berhad informed that the Company and
its wholly-owned subsidiary company, Hume Plastics (Malaysia)
Sdn Berhad (HP) will place Streamascend Sdn Bhd (Streamascend),
a company where HIMB and HP have 0.01% and 99.99% equity
interests respectively, under Members' Voluntary Winding-up
pursuant to Section 254(1)(b) of the Companies Act, 1965. Mr
Ling Kam Hoong (I.C. No. 391019-08-5069) of Messrs Ling Kam
Hoong & Co., No. 6-1, Jalan 3/64A, Udarama Kompleks, Off Jalan
Ipoh, 50350 Kuala Lumpur will be appointed as liquidator of
Streamascend.
Streamascend was involved in the business of providing
management and technical services relating to steel valves and
pumps. It ceased its business since February 1998 and remained
dormant since then. The Company does not have any plans to
activate it.
There is no loss arising from the voluntary winding-up of
Streamascend.
The voluntary winding-up of Streamascend will not have any
material impact on the net tangible assets and earnings per
stock unit of the HIMB Group for the financial year ending 30
June 2003.
INTAN UTILITIES: Proposals Submission to SC Failed
--------------------------------------------------
Reference is made to the announcement to the Kuala Lumpur Stock
Exchange (KLSE) on 18 March 2003 by AmMerchant Bank Berhad, on
behalf of the Board of Directors of Intan Utilities Berhad,
whereby it was announced that Intan expects to submit the
application for the Stage I Proposals (which were announced to
the KLSE on 16 January 2003) and the Stage II Proposals to the
Securities Commission (SC) within three (3) months from 18 March
2003.
Intan Utilities Berhad is currently in the process of finalizing
the financial forecasts for the Proposals for submission to the
SC. Consequently, Intan is unable to submit the said application
within the abovementioned stipulated period.
In this respect, Intan expects to submit the application on the
Proposals to the SC within one (1) month from the date of this
announcement (i.e. by 27 July 2003).
The Proposals collective refers to:
* Stage I Proposals, which comprises of:
ú Proposed Divestment Of 30% Equity Interest In
Metropolitan Utilities Corporation Sdn Bhd (MUC) For A Total
Cash Consideration Of Rm36,000,000 (Proposed Divestment);
ú Proposed Non-Renounceable Restricted Offer For Sale By
Veolia Water Asia Pte Ltd (Formerly Known As Vivendi Water Asia
Pte Ltd) (Veolia) Of 16,062,000 Ordinary Shares Of Rm1.00 Each
(Shares) (ROS Shares) Representing 30% Of The Issued And Paid-Up
Share Capital Of Intan At An Offer Price Of Rm2.25 Per Ros Share
(Proposed ROS);
ú Proposed Bonus Issue Of 42,834,402 New Shares On The
Basis Of Four (4) New Shares For Every Five (5) Existing Shares
Held In The Company (Proposed Bonus Issue);
* Stage II Proposals, comprising:
ú Proposed Divestment Of The Remaining 70% Equity Interest
In MUC Via A Management Lead Buy-Out For A Total Cash
Consideration Of Rm84,000,000 (Proposed Divestment II);
ú Proposed Subscription Of New Shares Representing
Approximately 46.19% Of The Enlarged Share Capital In The
Management Buy-Out Entity (Proposed Reinvestment); and
ú Proposed Subscription Of New Shares And Redeemable
Preference Shares Representing Almost The Entire Enlarged Share
Capital Of Premier Merchandise Sdn Bhd (Premier) (Proposed
Subscriptions).
JOHAN HOLDINGS: Corporate Exercises Implementation Time Extended
----------------------------------------------------------------
Johan Holdings Berhad refers to the announcements dated 2
January 2003 and 3 January 2003 in relation to the Corporate
Exercises, comprising:
- Debt Restructuring of JHB;
- Debt Restructuring of Prestige Ceramics Sdn Bhd;
- Debt Restructuring of Johan Equities Sdn Bhd; and
- Establishment of New Employee Share Option Scheme.
On behalf of JHB, Aseambankers Malaysia Berhad is pleased to
announce that the Company has received the approval of the
Securities Commission via its letter dated 26 June 2003 for an
extension of time up to 31 December 2003 to implement the
Corporate Exercises.
JUTAJAYA HOLDING: Answers KLSE's Litigation Query
-------------------------------------------------
Jutajaya Holding Berhad, in reference to the Kuala Lumpur Stock
Exchange's Query Letter reference ID: MN-030626-33115 regarding
the Litigation against the Company, replies as follows:
1. The circumstances leading to the filing of the legal suit
arises from a default by the Company of a hire purchase
agreement dated 13 June 2000 in respect of one Volvo S70 bearing
registration no. WHP 9152. The Plaintiff (Southern Finance
Berhad) claims to have served a Notice under the Fourth
Schedule, Section 16 of the Hire Purchase Act 1996 to the
Company on 14 February 2003 and subsequently a Notice dated 28
February 2003 to repossess the vehicle. The Plaintiff further
claims to be unable to trace the vehicle and consequently is
unable to repossess the vehicle and has suffered loss.
2. The Plaintiff claims the following from the Company:
(a) the outstanding sum of RM94,263.69 as at 14 April 2003;
(b) interest at the rate of 8% per annum on the principal sum
of RM94,263.69 from 15 April 2003 until the date of full
settlement;
(c) cost; and
(d) any further order that the Honorable Court deems fit and
proper to grant.
The financial impact on the Group would be the total of 2(a) to
2(d). There is no operational impact on the Group arising from
the litigation.
3. The expected losses arising from the litigation will be the
total of 2(a) to 2(d) above.
4. The Company has on 27 June 2003 notified the solicitors for
the Plaintiff that the Company is undergoing a proposed
corporate and debt restructuring scheme and has been granted a
restraining order by the Kuala Lumpur High Court pursuant to
Section 176(10) of the Companies Act, 1965.
KLSE's Query Letter content:
We refer to your Company's announcement dated 25 June 2003 in
respect of the aforesaid matter. In this connection, kindly
furnish the Exchange immediately with the following
additional information for public release:
1. The details of the default or circumstances leading to the
filing of the litigation against the Company.
2. The expected losses to your Group arising from the
litigation.
3. The financial and operational impact on the Group.
4. The steps taken and proposed to be taken by your Company in
respect of the litigation.
Yours faithfully,
TAN YEW ENG
Senior Manager, Listing Operations
WSW/TYE/LMN
copy to: Securities Commission (via fax)
KIARA EMAS: July 18 EGM Scheduled
---------------------------------
Notice is hereby given that an Extraordinary General Meeting of
Kiara Emas Asia Industries Berhad will be held at Sri Merawan,
Allson Klana Resort, PT 4388 Jalan Penghulu Cantik, Taman Tasik
Seremban, 70100 Seremban, Negeri Sembilan on Friday, 18 July
2003 at 10:45 a.m. (or as soon as the meeting of the holders of
ordinary shares of RM1.00 each in the capital of the Company
convened by direction of the High Court of Malaya at Seremban
(Court) for the same day and at the same place shall have been
concluded or adjourned), for the purpose of considering and, if
thought fit, passing the following resolutions with or without
modification:
WHEREAS:
The Company proposes to undertake a restructuring scheme which
would include the following proposals and which may be subject
to changes depending on the requirements of the relevant
authorities and negotiations between the Company and other
relevant parties (the Proposed Restructuring Scheme):
(a) Proposed Shareholders' Scheme
a proposed scheme of arrangement under Section 176 of the
Companies Act, 1965 (the Act) between (a) the Company, (b) the
holders of its ordinary shares of RM1.00 each and (c) Major Team
Holdings Sdn Bhd (MTHSB) as stated in the Explanatory Statement
cum Circular to Shareholders dated 27 June 2003 (Explanatory
Statement cum Circular) and produced to this meeting, whereby
the shareholders of the Company will exchange five (5) ordinary
shares of RM1.00 each in the Company for one (1) new ordinary
share of RM1.00 each in MTHSB (Proposed Shareholders' Scheme).
Immediately upon completion of the Proposed Shareholders'
Scheme, the Company will become a wholly-owned subsidiary of
MTHSB;
(b) Proposed Creditors' Scheme
a proposed scheme of arrangement between the Company, MTHSB and
the Bank Creditors and Other Creditors of the Company more
particularly described in the Explanatory Statement cum Circular
(Scheme Creditors) under Section 176 of the Act upon the
principal terms as set out below (Proposed Creditors' Scheme):
(A) Bank Creditors
(i) The claims of the Bank Creditors will be determined on
the basis of a cut-off date of 31 March 2001, being the date of
the latest audited accounts of Kiara Emas at the time of the
announcement of the Proposed Restructuring Scheme;
(ii) The total amount owing to the Bank Creditors as at 31
March 2001, net of assets charged, shall be settled in the
following manner:
(aa) 70% shall be waived; and
(bb) 30% shall be settled by the issuance of 2% 5-year
redeemable convertible unsecured loan stocks (RCULS) by MTHSB,
on the basis of RM1.00 nominal value of RCULS for every RM1.00
of debt;
(iii) 50% of the interest accruing on the total amount owing
to the Bank Creditors as at 31 March 2001, for the period
commencing on 1 April 2001 and ending on the date of issuance of
the RCULS, inclusive of both dates, shall be payable by Kiara
Emas in cash on the date of issuance of the RCULS. The remaining
50% of the interest shall be waived; and
(iv) All corporate guarantees given by Kiara Emas for the
benefit of its subsidiaries shall be discharged and released
upon the issuance of the RCULS and the payment of the accrued
interest.
(B) Other Creditors
(i) The claims of the Other Creditors will be determined on
the basis of a cut-off date of 31 March 2001, being the date of
the latest audited accounts of Kiara Emas at the time of the
announcement of the Proposed Restructuring Scheme;
(ii) The total amount owing to the Other Creditors as at 31
March 2001 shall be settled in the following manner:
(aa) 70% shall be waived; and
(bb) 30% shall be settled by the issuance of the RCULS by
MTHSB, on the basis of RM1.00 nominal value of RCULS for every
RM1.00 of debt; and
(iii) The total amount owing to the Other Creditors as at 31
March 2001 is non-interest bearing. Other Creditors incurred
after 31 March 2001 which are not included as part of the
Proposed Creditors' Scheme will be paid in cash in the normal
course of events.
(C) The RCULS shall not be rated by any rating agency, as they
are to be issued pursuant to a debt conversion and do not
constitute an offer or invitation to subscribe for or purchase
the RCULS for the purpose of raising fresh proceeds.
(D) Upon the implementation of the Proposed Creditors' Scheme,
all claims by the Scheme Creditors shall be deemed to have been
fully satisfied and the Scheme Creditors shall have no further
claims against Kiara Emas.
(c) Proposed Disposal of the Company's Subsidiaries
a proposed disposal by the Company of all the existing
subsidiaries of the Company (Subsidiaries) to a special purpose
vehicle (SPV) for a nominal cash consideration of RM1.00 only
(Proposed Disposal). An independent accounting firm or agent
will be appointed by the Scheme Creditors to manage the SPV and
implement an orderly disposal or liquidation of all the
Subsidiaries. All net proceeds will be distributed to the
respective creditors of the said subsidiaries based on their
legal rights;
(d) Proposed Acquisition
a proposed acquisition by MTHSB of 50,192,602 ordinary shares of
RM1.00 each in Stone World Sdn Bhd (Stone World), representing
90.91% of the issued and paid-up capital of Stone World, from
Excellent Avenue (M) Sdn Bhd (Excellent Avenue), for a
consideration of RM50,000,000.00 (Proposed Acquisition) to be
satisfied by the issuance of 50,000,000 new ordinary shares of
RM1.00 each in MTHSB credited as fully paid-up at an issue price
of RM1.00 per share (which will rank pari passu in all respects
with the ordinary shares of MTHSB in issue as at the date of
allotment thereof save as regards any dividends, rights,
allotments and/or any other distributions declared, made or paid
prior thereto) pursuant to the Sale and Purchase Agreement dated
17 January 2002 and Supplemental Agreement dated 1 August 2002
made between MTHSB, Excellent Avenue and the Company (Sale and
Purchase Agreement);
(e) Proposed Special Issue
a proposed special issue of 13,000,000 new ordinary shares of
RM1.00 each in the capital of MTHSB (SI Shares), preferably to
Bumiputra investors, at an issue price of RM1.00 per SI Share
(which will rank pari passu in all respects with the ordinary
shares of MTHSB in issue as at the date of allotment thereof,
save as regards any dividends, rights, allotments and/or any
other distributions that may be declared, made or paid prior to
the date of allotment of the SI Shares) (Proposed Special
Issue);
(f) Proposed Restricted Issue
a proposed renounceable restricted issue by MTHSB of 7,999,999
new ordinary shares of RM1.00 each in the capital of MTHSB (RI
Shares) to the existing shareholders of the Company, on the
basis of one (1) RI Share for each ordinary share held in MTHSB
upon the completion of the Proposed Shareholders' Scheme, at an
issue price of RM1.00 per RI Share (which will rank pari passu
in all respects with the ordinary shares of MTHSB in issue as at
the date of allotment thereof, save as regards any dividends,
rights, allotments and/or any other distributions that may be
declared, made or paid prior to the date of allotment of the RI
Shares) (Proposed Restricted Issue);
(g) Proposed Mandatory Offer
a proposed unconditional mandatory general offer by MTHSB to the
remaining shareholders of Stone World to acquire from them the
remaining 5,021,541 ordinary shares of RM1.00 each in Stone
World not already owned by MTHSB (Offer Shares) upon completion
of the Proposed Acquisition, at a consideration comprising (a)
cash payment of RM0.9962 for each Offer Share; or (b) the
issuance of new ordinary shares of RM1.00 each in MTHSB at an
issue price of RM1.00 per share (which will rank pari passu in
all respects with the ordinary shares of MTHSB in issue as at
the date of allotment thereof, save as regards any dividends,
rights, allotments and/or any other distributions that may be
declared, made or paid prior to the date of allotment of such
new shares) on the basis of 0.9962 new ordinary shares in MTHSB
for each Offer Share (Proposed Mandatory Offer);
(h) Proposed Transfer of Listing Status of the Company
a proposed transfer of the listing status of the Company on the
Second Board of the Kuala Lumpur Stock Exchange (KLSE) to MTHSB,
in which event, the shares in MTHSB will be listed and quoted on
the Second Board of the KLSE in place of the shares of the
Company (Proposed Transfer of Listing), and the removal of the
Company from the Official List of the KLSE and the de-listing of
the entire issued capital of the Company from the Second Board
of the KLSE (Proposed De-Listing) upon completion of the
Proposed Shareholders' Scheme, Proposed Acquisition, Proposed
Special Issue and Proposed Restricted Issue; and
(i) Proposed Exemption
a proposed application to the Securities Commission (SC) for
exemption to Excellent Avenue, Exclusive Vest Holdings Sdn Bhd,
Ample Potential Sdn Bhd, Mr. Wong Thiam Loy and Madam Kong See
Kuan from the obligation to undertake a mandatory take-over
offer for the remaining shares in MTHSB not held by them upon
the completion of the Proposed Restructuring Scheme, pursuant to
Part II of the Malaysian Code On Take-Overs and Mergers 1998
(Proposed Exemption).
ORDINARY RESOLUTION - PROPOSED RESTRUCTURING SCHEME
THAT, subject to the passing of the Special Resolution below,
the sanction of the Court to the Proposed Shareholders' Scheme
and the Proposed Creditors' Scheme, and the approvals of all the
relevant authorities being obtained, the Company be and is
hereby authorized to undertake and participate in the Proposed
Restructuring Scheme involving the Proposed Shareholders'
Scheme, the Proposed Creditors' Scheme, the Proposed Disposal,
the Proposed Acquisition, the Proposed Special Issue, the
Proposed Restricted Issue, the Proposed Transfer of Listing, the
Proposed De-Listing, the Proposed Mandatory Offer and the
Proposed Exemption, subject to any modifications, alterations,
additions, substitutions, or conditions made or imposed or to be
made or imposed thereto by the relevant authorities.
THAT, subject to the approvals of all the relevant authorities
being obtained, the proposed utilization of the gross proceeds
of the Proposed Special Issue and Proposed Restricted Issue in
the manner as set out in Section 7(e) in the Explanatory
Statement cum Circular and produced in this meeting, with any
modifications, alterations, additions, variations or conditions
made or imposed or to be made or imposed thereto by the relevant
authorities, be and is hereby approved.
AND THAT the Directors be and are hereby authorized and
empowered to complete and to do all such acts deeds and things,
and to enter into and execute all relevant agreements, deeds,
instruments, undertakings, and other relevant documents, for and
on behalf of the Company, as they may consider necessary or
expedient to give effect to and to implement the Proposed
Restructuring Scheme, with full powers to assent to any
conditions, modifications, alterations, variations and/or
amendments as may be imposed by the Court or by any other
relevant authorities.
SPECIAL RESOLUTION - PROPOSED SHAREHOLDERS' SCHEME
THAT, subject to and in furtherance of the passing of the
Ordinary Resolution above, and subject to the sanction of the
Court and the approvals of all the relevant authorities being
obtained, the Proposed Shareholders' Scheme, namely, the scheme
of arrangement proposed to be made pursuant to Section 176 of
the Act between (a) the Company and (b) the holders of its
ordinary shares of RM1.00 each and (c) MTHSB as stated in the
Explanatory Statement cum Circular with any modifications,
alterations, additions, variations or conditions made or imposed
or to be made or imposed thereto by the Court, the KLSE and any
other relevant authorities, be and is hereby approved.
For the purpose of giving effect to the Proposed Shareholders'
Scheme:
(a) The authorized share capital of the Company in the sum of
RM100,000,000.00 diviad into 100,000,000 ordinary shares of
RM1.00 each, of which 39,999,999 of the said ordinary shares
have been issued and are fully paid-up, shall be reduced to
RM60,000,001 diviad into 60,000,001 ordinary shares of RM1.00
each, and such reduction shall be effected by canceling the
entire issued and paid-up share capital of the Company, provided
that in consideration of such reduction and cancellation, the
holders of the said ordinary shares shall, subject to and in
accordance with the terms of the Proposed Shareholders' Scheme,
become entitled to the allotment and issue by MTHSB of new
ordinary shares of RM1.00 each credited as fully paid-up on the
basis of one (1) new ordinary share in MTHSB for every five (5)
existing ordinary shares of RM1.00 each held in the Company, as
at the relevant entitlement date determined in relation thereto
(such shares to rank pari passu in all respects with the
ordinary shares of MTHSB in issue as at the date of allotment
thereof save as regards any dividends, rights, allotments and/or
any other distributions declared, made or paid prior thereto);
(b) Forthwith upon the said reduction of the authorized and
issued and paid-up share capital of the Company taking effect:
(i) The authorized share capital of the Company shall be
increased to its former amount of RM100,000,000.00 by the
creation of 39,999,999 ordinary shares of RM1.00 each; and
(ii) Approval be and is hereby given to the Directors to
utilize the credit of RM39,999,999 which will arise in the books
of account of the Company as a result of the said cancellation
of all the issued ordinary shares of RM1.00 each in the Company,
in reducing the accumulated losses of the Company by
RM39,999,997 and the remaining RM2 in paying up in full at par 2
new ordinary shares of RM1.00 each in the capital of the Company
and to allot and issue such ordinary shares credited as fully
paid-up to MTHSB.
AND THAT the Directors be and are hereby authorized and
empowered to complete and to do all such acts deeds and things
as they may consider necessary or expedient to implement and
give full effect to the Proposed Shareholders' Scheme, with full
powers to assent to any conditions, modifications, alterations,
variations and/or amendments as may be imposed by the Court or
by any other relevant authorities.
KILANG PAPAN: Seeks Proposed Workout Exercise Time Extension
------------------------------------------------------------
Further to the announcement 28 January 2003 in relation to the
Proposed Restructuring of Kilang Papan Seribu Daya Berhad
(Special Administrators Appointed).
AmMerchant Bank Berhad, on behalf of the Company wishes to
announce to the Kuala Lumpur Stock Exchange (KLSE) that KPSD had
on 25 June 2003 made an application to the Securities Commission
(SC) to seek their approval for an extension of time of up to 31
December 2003 for KPSD to implement and complete its proposed
restructuring exercise.
COMPANY PROFILE
The Company (KPSD) produces 36,000 m3 of sawn timber and 24,000
m3 of molded timber per annum out of its factory in Kota Marudu,
Sabah. It also has a kiln drying facility with capacity of 1,500
m3 per discharge. Approx. 90% of its products is exported to
Japan, USA and Europe. Since 1994, the Company has diversified
into the manufacture of particle board, timber doors, rubber
wood products and charcoal.
Main subsidiary, Padas Hevea Wood Products (PHWP), produces
9,000 m3 of sawn timber per annum. Approx. 95% is exported to
Taiwan, China and USA whilst the local market accounts for 5% of
finished products.
With effect from 14 December 1999, Special Administrators (SA),
Messrs Ernst & Young, were appointed to the Company. On 21
August 2000, KPSD entered into a conditional agreement with
Datuk Hwong You Chuaang and his brother, Hwong You Soon
(substantial shareholders), for the Company's proposed debt and
equity restructuring scheme.
The proposal, approved by Danaharta and secured creditors on 22
December 2000 and 29 December 2000 respectively, entails a
capital reconstruction, incorporation of a new company (Newco),
share swap of KPSD's shares for Newco shares, debt
restructuring, offer for sale of ICULS by KPSD's ICULS holders
after the debt restructuring, restricted issue of Newco shares
with warrants to certain substantial shareholders, completion of
KPSD's acquisition of Resofocus Corporation Sdn Bhd, internal
restructuring via transfer to Newco of KPSD's shareholdings in
Resofocus and PHWP, put and call option agreement between
substantial shareholders and holders of KPSD's debt securities
pursuant to the debt restructuring, and transfer of KPSD's
listing status to Newco.
Submissions of the proposal to the relevant authorities have
been extended to 31 August 2001 due to the finalization of the
scheme and endorsement from affected parties.
CONTACT INFORMATION: Lot 1, Harmoni Industrial Estate Inanam
88100 Kota Kinabalu, Sabah
Tel : 088-423385
Fax : 088-423287
L&M CORPORATION: Re-appoints Deloitte KassimChan as Auditors
------------------------------------------------------------
The Special Administrators of L & M Corporation (M) Bhd (Special
Administrators Appointed) announced that the following
businesses have been passed by the shareholders at the 8th
Annual General Meeting of the Company held on 27 June 2003:
1. The Audited Financial Statements for the financial year
ended 31 December 2002 together with the Reports of the
Directors' and Auditors' Reports thereon were received.
2. Encik Packeer Mohamad Bin Abdul Rahman who retired in
accordance with Article 107 of the Company's Articles of
Association was re-elected to the Board.
3. Messrs. Deloitte KassimChan be re-appointed as Auditors of
the Company for the ensuing year and the Special Administrators
were authorized to fix their remuneration.
The shareholders noted that Tan Sri Dato' Haji Mohd Ramli Bin
Kushairi, who was subject to retirement pursuant to Article 102
of the Company's Articles of Association, had previously
indicated that he would not seek re-election as a director at
the Company's 8th Annual General Meeting, and therefore retired
from office upon conclusion of the Meeting held on Friday.
LONG HUAT: Answers KLSE's Winding Up Petition Order
---------------------------------------------------
Long Huat Group Berhad, in reply to Query Letter by KLSE
reference ID: MN-030624-37621 on the Notice of Winding Up Order
served on Long Huat Manufacturing Sdn Bhd (LHMSB) by Government
of Malaysia (Inland Revenue Board (IRB), furnished the details
of the order as follows:
1) Date of presentation and serving of the winding-up
The petition was presented at Kuala Lumpur High Court on 12
November 2002 by IRB and served to LHMSB on 28 February 2003.
However, LHMSB only received a copy of the petition as well as
the draft winding-up order on 25 June 2003. The Company has been
informed by the solicitors of IRB that they have yet to receive
the sealed copy of the court order.
2) Particulars of the Claim and amount
According to the winding-up petition, the Government of Malaysia
is claiming an outstanding amount of RM132,791.02 together with
8% interest per annum.
3) Details of the Default
According to the summon dated 25 June 2002, LHMSB is required to
pay the Government of Malaysia for its outstanding taxation
amount for year assessment 1994. The principal and interest due
is RM132,791.02 together with interest at 8% per annum.
From the time of the notice of summon was entered, no payment
has been made by LHMSB. Accordingly, IRB had on 12 November
2002, presented a notice of winding-up petition in relation to
LHMSB at Kuala Lumpur Sessions Court. On 28 February 2003, the
order for winding-up of LHMSB was granted by the Court and on
the same day, the Official Receiver was appointed as provisional
Liquidator LHMSB.
4) Cost of investment in LHMSB
Cost of investment by LHuat in LHMSB is RM1,000,000.
5) Financial and Operation Impact
The winding-up order would not have a material impact on the
Group, since LHMSB had ceased its major business i.e. timber
operations.
6) Expected losses
There is no further expected material loss to LHMSB save for
legal costs and other costs related to the proceedings.
7) Steps taken and proposed in respect of the winding-up order -
8) Date of hearing of the petition and date of order
The hearing date of the petition and date of order is 28
February 2003.
KLSE's Query Letter content:
We refer to the advertisement of petition, appearing on page L14
of The New Straits Times, on Monday, 23 June 2003, a copy of
which is enclosed for your reference. In this connection, kindly
furnish the Exchange immediately with the following additional
information for public release:
1. The date of the presentation of the winding-up petition
and the date the winding-up petition was served on Long Huat
Manufacturing Sdn Bhd (LHMSB).
2. The particulars of the claim under the winding-up
petition, including the amount claimed for under the petition
and the interest rate.
3. The details of the default or circumstances leading to the
filing of the winding-up petition against LHMSB.
4. The total cost of investment in LHMSB.
5. The financial and operational impact of the winding-up
order on the Group.
6. The expected losses, if any arising from the winding-up
order.
7. The steps taken and proposed to be taken by LHMSB and/or
Long Huat Group Berhad in respect of the winding-up order.
8. The date of hearing of the winding-up petition and date
the winding-up order was made.
Yours faithfully,
TAN YEW ENG
Senior Manager, Listing Operations
WSW/TYE/LMN
copy to: Securities Commission (via fax)
PANGLOBAL BERHAD: SC Extends Proposals Implementation Deadline
--------------------------------------------------------------
Further to the announcement by PGB on 2 June 2003 in relation to
the Proposed Composite Scheme of Arrangement pursuant to
Section 176 of the Companies Act, 1965.
On behalf of Panglobal Berhad, Commerce International Merchant
Bankers Berhad wishes to announce that the Securities Commission
has approved the extension of the deadline to implement the
Proposals for a period of one (1) year to 10 June 2004.
The Proposals collectively refers to:
* Proposed Rights Issue
* Proposed Disposal of Panglobal Insurance Berhad.
PARIT PERAK: Unit Faces Summon From LHDN Over Judgment Debt
-----------------------------------------------------------
The Board of Directors of Parit Perak Holdings Berhad (Special
Administrators Appointed) hereby announced that its wholly owned
subsidiary, Citra Vista Sdn Bhd [CVSB] had on 26 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 CVSB:
1. the sum of RM135,287.80;
2. interest at the rate of 8% per annum on the total sum of
RM135,287.80 from the date of judgment until date of
realization;
3. costs; and
4. such other relief as the Honorable Court may deem fit and
proper.
CVSB will be negotiating with LHDN for a settlement of the
amount owing by installment payments.
RAHMAN HYDRAULIC: SC Extends Investigative Audit for a Month
------------------------------------------------------------
Rahman Hydraulic Tin Berhad (Special Administrators Appointed)'s
announcements dated 1 November 2002 and 9 December 2002 in
relation to the Securities Commission's (SC) approval for the
Proposed corporate exercise involving IJM Plantations Berhad., a
wholly owned Subsidiary company of IJM Corporation Berhad, which
is to be listed on the Main Board of the Kuala Lumpur Stock
Exchange in place of Rahman Hydraulic Tin Berhad (Special
Administrators Appointed) (Proposed Corporate Exercise).
The Company wishes to announce that the SC had, via its letter
dated 23 June 2003, which was received on 25 June 2003, approved
an extension of time until 31 July 2003 to complete the
investigative audit.
RAHMAN HYDRAULIC: Securities Delisted; IJMPLNT Admitted to KLSE
---------------------------------------------------------------
The restructuring scheme of Rahman Hydraulic Tin Berhad (Special
Administrators Appointed) involving the following:
(i) The splitting of the par value of the ordinary shares in
IJMPLNT from RM1.00 par value per ordinary share to RM0.50 par
value per ordinary share whereby the issued and paid-up share
capital of IJMP will be changed from RM100,000,000 comprising
100,000,000 ordinary shares of RM1.00 each to RM100,000,000
comprising 200,000,000 ordinary shares of RM0.50 each;
(ii) The capitalization of RM150,000,000 of "inter-company"
advances from IJM Corporation Berhad (IJM) to IJMPLNT in the
following manner:
(a) RM100,000,000 was capitalized via issuance of
200,000,000 new IJMPLNT Shares; and
(b) RM50,000,000 was converted into RM50,000,000 5 year 5%
Redeemable Convertible Unsecured Loan Stocks;
(iii) The acquisition by IJMPLNT of a total of 8,240,001
ordinary shares of RM1.00 each in Desa Talisai Sdn Bhd (DT)
representing the remaining 40% of the issued and paid-up share
capital of DT from Ascania Sdn Bhd and Desa Plus Sdn Bhd for a
total purchase consideration of RM67,130,000 satisfied via the
issuance of 70,663,158 new IJMPLNT Shares at an issue price of
RM0.95 per new IJMPLNT Share;
(iv) The acquisition by IJMPLNT of a total of 6,500,000
ordinary shares of RM1.00 each in Minat Teguh Sdn Bhd ("MT")
representing the remaining 65% of the issued and paid-up share
capital of MT from Sakilan Desa Sdn Bhd and SG Plantations
(Sabah) Sdn Bhd for a total purchase consideration of
RM28,165,000 satisfied via the issuance of 29,647,369 new
IJMPLNT Shares at an issue price of RM0.95 per new IJMPLNT
Share;
(v) The acquisition of the listing status of RAHMAN by IJM
via the acquisition of 97,232,142 ordinary stocks of RM1.00 each
in RAHMAN representing the entire issued and paid-up share
capital of RAHMAN from the stockholders of RAHMAN for a purchase
consideration of not less than RM26,944,643 which was arrived at
on a proposal exercise, satisfied in the following manner:
(a) RAHMAN stockholders are paid in the form of existing
IJMPLNT Shares valued at not less than RM1,944,643. The
stockholders of RAHMAN received a total of 2,430,804 IJMPLNT
Shares on the basis of one (1) IJMPLNT Share for every forty
(40) existing RAHMAN Stocks held; and
(b) RAHMAN will receive RM25,000,000 in cash to enable
RAHMAN to partially settle its debts;
Thereafter the entire issued and paid-up share capital of RAHMAN
shall be disposed to the nominees of the Special Administrator
for a nominal sum of RM1.00;
(vi) The distribution by IJM of up to 2,000,000 existing
IJMPLNT Shares to the entitled employees of IJM and its
subsidiary companies (including IJMPLNT); and
(vii) The distribution by IJM of up to 176,929,434 IJMPLNT
Shares to the shareholders of IJM on the basis of two(2) IJMPLNT
Shares for every five (5) IJM Shares for free.
The above are collectively referred to as "Proposals".
Kindly be advised that IJMPLNT's entire issued and paid-up share
capital comprising 500,310,527 ordinary shares of RM0.50 each,
after the aforesaid Proposals, will be admitted to the Official
List of the Exchange, in place of RAHMAN and the listing and
quotation of IJMPLNT's ordinary shares on the Main Board under
the "Plantation" sector will be granted, with effect from 9:00
a.m., Wednesday, 2 July 2003 pursuant to the Rules of the
Exchange on a "Ready" basis.
The Stock Short Name, Stock Number and ISIN Code of IJMPLNT's
ordinary shares are "IJMPLNT", "2216", and "MYL2216OO009"
respectively.
The reference price for IJMPLNT's ordinary shares is RM0.50 and
the trading limit will be 500%.
Kindly be advise that the ordinary shares are prescribed
securities. Dealings in the aforesaid securities shall be
carried out in accordance with Securities Industry (central
Depositories) Act, 1991 and the Rules of Malaysian Central
depository Sdn Bhd.
Kindly also be reminded that only "free securities" can be
utilized for settlement of trades involving the aforesaid
ordinary shares.
ROAD BUILDER: Dormant Units Undertakes Voluntary Winding-Up
-----------------------------------------------------------
Road Builder (M) Holdings Berhad announced that the respective
Board of Directors of two presently dormant subsidiaries namely,
ST Property Services Sdn Bhd (STPS) and Seremban Two Marketing
Sdn Bhd (STM) are proposing to undertake a Members' Voluntary
Winding-up (MVW).
STPS is a wholly-owned subsidiary of RB Land Sdn Bhd (formerly
known as Seremban Two Sdn Bhd) (RBL) which is in turn is a 70%
subsidiary of RBH. STM is a wholly owned subsidiary of STPS.
STPS and STM will seek their respective shareholders' approval
at their respective Extraordinary General Meeting to be convened
to undertake a Members' Voluntary Winding-up and to appoint a
Liquidator for the purposes of the MVW.
Information on STPS and STM
STPS was incorporated 7 October 1995 and the company was
principally engaged as a property marketing agent. STPS ceased
operations on 1 October 2001. The authorized and paid-up share
capital is RM500,000.00 and RM310,000.00 respectively. STPS is a
wholly-owned subsidiary of RBL which in turn is 70% owned by
RBH.
STM was incorporated in 26 March 1996 to carry on the business
of real property management. STM ceased its operations on 1 July
1999. The authorized and paid-up share capital is RM500,000.00
and RM 260,000.00 respectively. STM is a wholly-owned subsidiary
of STPS.
Financial effects of the Winding-up
The winding up of STPS and STM will not have any material effect
on the earnings and net tangible assets of the RBH Group.
Interests of Directors, Substantial Shareholders and Persons
connected to the Directors and Substantial Shareholders.
None of the directors or substantial shareholders or persons
connected to them has any interest, direct or indirect, in the
said MVW.
SASHIP HOLDINGS: Restructuring Scheme Implementation Cancelled
--------------------------------------------------------------
Saship Holdings Berhad (Special Administrators Appointed) refers
to the Company's announcement dated 19 June 2003 in relation to
the Proposed Restructuring Scheme Under Section 176 of the
Companies Act, 1965 (Proposed Restructuring Scheme).
On behalf of Saship, the Special Administrators wish to announce
that as the Securities Commission's approval for the Proposed
Restructuring Scheme has lapsed, Saship will not proceed with
the implementation of the Proposed Restructuring Scheme.
The Special Administrators are in process of preparing a workout
proposal pursuant to Section 44 of the Pengurusan Danaharta
Nasional Berhad Act 1998.
Details of the workout proposal will be announced in due course.
TAJO BHD: Provides Default in Payment Status Update
---------------------------------------------------
Pursuant to the announcements regarding Practice Note 1/2001,
Tajo Berhad (Tajo) is pleased to provide an update on the
details of all the facilities currently in default in compliance
with Section 3.1 of Practice Note 1/2001. Details are as per
Table 1 at http://bankrupt.com/misc/TCRAP_Tajo0701.pdf.
A) REASON FOR DEFAULT IN PAYMENT
Due to the slowdown in the regional economy in general and the
construction and building industry specifically following the
financial crisis in late 1997, the cashflow generated from
operations was not sufficient to service the interest and
principal obligations to the lenders as and when they fell due.
B) MEASURES BY THE LISTED ISSUER TO ADDRESS THE DEFAULT IN
PAYMENTS
Reference is made to the announcements dated 30 May 2003, 29
April 2003, 28 March 2003, 28 February 2003, 30 January 2003, 31
December 2002, 29 November 2002, 29 October 2002, 1 October
2002, 30 August 2002, 30 July 2002, 26 June 2002, 31 May 2002,
26 April 2002, 29 March 2002, 26 February 2002, 31 January 2002,
28 December 2001, 21 November 2001, 22 October 2001, 12
September 2001, 16 August 2001 and 5 July 2001.
On 10 October 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced their appointment as Tajo's Adviser
with regards to Tajo's revised plans to regularize its financial
condition pursuant to PN4. In the same announcement, it was also
announced that an application for an extension of time pursuant
to Paragraph 5.1(c) of PN4 has been made to KLSE on 10 October
2001 as the deadline granted by KLSE to enable Tajo to make a
resubmission of its regularization plans to the relevant
authorities for approval was on 10 October 2001.
On 1st November 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced that KLSE via its letter dated 1
November 2001, has granted its approval for an extension of time
from 11 October 2001 to 28 February 2002 to enable Tajo to:
1. Revise its regularization plan;
2. Make a revised Requisite Announcement to KLSE; and
3. Submit its revised plan to the regulatory authorities for
approval.
Further to the above, Tajo is also required to provide KLSE with
detailed progress reports on the development and/or latest
status of its regularization plan in accordance with the
following schedule:
* 1st progress report by 15 November 2001;
* 2nd progress report by 15 December 2001;
* 3rd progress report by 15 January 2002; and
* 4th progress report by 15 February 2002.
On 15 November 2001, Public Merchant Bank Berhad, on behalf of
Tajo, submitted the 1st progress report on the developments and
latest status of Tajo's regularization plan to KLSE. On 14
December 2001, the 2nd progress report was submitted to KLSE and
subsequently, the 3rd progress was submitted to KLSE on 14
January 2002. The fourth progress report was submitted on 15
February 2002.
On 28 February 2002, Public Merchant Bank Berhad, on behalf of
Tajo announced that Tajo is still in the process of evaluating
and negotiating with its potential "white knights", which forms
an integral part of its regularization plans. In view of that,
Public Merchant Bank Berhad on behalf of Tajo announced that
Tajo is unable to make the revised requisite Announcement by 28
February 2002. As such, Public Merchant Bank Berhad, on behalf
of Tajo, had written to KLSE on 26 February 2002 for an
extension of time of three (3) months from 28 February 2002 for
Tajo to make the revised Requisite Announcement.
On 11 April 2002, Tajo announced that, KLSE, on even date, did
not approve Tajo's application for a further extension and
imposed a suspension on the securities of the Company pursuant
to paragraphs 8.14 and 16.02 of the listing requirements. The
suspension took effect on 19 April 2002.
Tajo's Requisite Announcement was made via Public Merchant
Berhad on 10 June 2002 to the KLSE. Tajo has 2 months to submit
their proposal to the Securities Commission for approval wherein
the Securities Commission has up to 4 months to revert. With the
Requisite Announcement being made, the issue of the KLSE not
approving the extension of time is no longer relevant.
On 9 August 2002, Public Merchant Bank Berhad, on behalf of
Tajo, made an application to the Kuala Lumpur Stock Exchange
(KLSE), for the KLSE's approval to grant an extension of a
further one (1) week up to 16 August 2002 for Tajo to submit its
plan to regularize its financial condition to the relevant
authorities, in compliance with paragraph 5.1 (b) of PN4.
On 14 August 2002, PMBB, on behalf of Tajo, announced that an
application for the Proposed Restructuring Exercise had been
made to the relevant authorities, namely the Securities
Commission, The Foreign Investment Committee and the Ministry of
International Trade and Industry.
The KLSE, has via its letter dated 26 September 2002, granted
its approval for an extension of time for a further one (1) week
from 9 August 2002 to 16 August 2002, for Tajo to submit its
plan to regularize its financial condition to the relevant
authorities.
On 8 October 2002, PMBB on behalf of Tajo announced that the
Ministry of International Trade and Industry ("MITI") has, via
its letter dated 8 October 2002, approved Tajo's Proposed
Restructuring Exercise. Tajo is required to consult MITI on
Tajo's equity conditions within a period of three (3) years from
the date of MITI's approval on 8 October 2002. In addition, Tajo
is required to inform MITI upon full implementation of the
Proposed Restructuring Exercise.
On 16 October 2002, PMBB on behalf of Tajo announced that the
Foreign Investment Committee (FIC) has, via its letter dated 3
October 2002, which was received on 16 October 2002, approved
Tajo's Proposed Restructuring Exercise. The approval from FIC is
subject to Mithril Berhad (Newco) set up for the purposed of the
Restructuring Exercise) meeting the minimum Bumiputra
requirement of 30% upon listing on the KLSE. In addition,
Tajo/Mithril is required to inform FIC upon full implementation
of the Proposed Restructuring Exercise.
The Securities Commission via their letter dated 24 December
2002 which was received on 27 December 2002 by PMBB, approved
the Proposals in the Proposed Restructuring Exercise as proposed
subject to certain variations and conditions.
On 23 January 2003, PMBB, on behalf of Tajo, announced that PMBB
had on 23 January 2003, submitted an appeal to the Securities
Commission. The Securities Commission via their letter dated 3
March 2003 had rejected the appeal.
The vendors have deliberated on the Securities Commission's
decision and from the deliberation, the vendors of Saferay (M)
Sdn Bhd, namely, Mr. Ong Kah Huat and Mr. Cheong Chee Yun, and
the vendors of the subsidiary parcels in Menara MAA Kota
Kinabalu and Menara MAA Kuching, namely Malaysian Assurance
Alliance Berhad (MAA), have accepted all other terms and
conditions imposed by the Securities Commission.
However, MAA and Tokojaya Sdn Bhd (Tokojaya), being the vendors
of the properties mentioned below have decided not to proceed
with the injection of the said properties into Tajo as part of
the proposed restructuring exercise.
The properties that will not be injected into Tajo are as
follows:
1. Property held under MAA
Five (5) pieces of freehold land in area totaling 23,839 square
feet with a 13 storey retail/office building erected thereon,
comprising 3 levels of retail space, 5 levels of car park and 5
levels of office space with an appropriate total area of 233,685
square feet known as "Menara MAA" located in Penang
2. Property held by Tokojaya
Sixteen (16) parcels of commercial space situated on the
Mezzanine. Eighth and Tenth Floors with an appropriate total
area of 34,996 square feet together with 47 units of basement
carpark bays forming part of an 11 storey office building with 3
basement car park known as "Menara MAA" located in Kota
Kinabalu.
In compliance with one of the conditions imposed by the
Securities Commission in its approval letter for the Proposed
Restructuring Exercise dated 24 December 2002, Tajo had on 21
February 2003 appointed an audit firm, Messrs. Anuarul, Azizan,
Chew & Co. to conduct an investigative audit on the Group.
The company is currently in its implementation stage of the
Proposed Restructuring Exercise.
Any new developments on the Company's plan to regularize its
financial condition will be announced in due course.
C) FINANCIAL AND LEGAL IMPLICATIONS IN RESPECT OF THE DEFAULT IN
PAYMENTS INCLUDING THE EXTENT OF THE LISTED ISSUER'S LIABILITY
IN RESPECT OF THE OBLIGATIONS INCURRED UNDER THE AGREEMENTS FOR
THE INDEBTEDNESS
The estimated total outstanding as at 31 May 2003, in relation
to the payments, which are in default and are the subject matter
of the restructuring scheme is RM197,650,610.
Since Tajo is either the principal borrower or the guarantor for
these loans, Tajo is liable for the full amount and any further
interest and financial cost levied there or until the settlement
of these debts.
D) IN THE EVENT THE DEFAULT IS IN RESPECT OF SECURED LOAN STOCKS
OR BONDS, THE LINES OF ACTION AVAILABLE TO THE GUARANTORS OR
SECURITY HOLDERS AGAINST THE LISTED ISSUER
Tajo's bonds were unsecured.
E) IN THE EVENT THE DEFAULT IS IN RESPECT OF PAYMENTS UNDER A
DEBENTURE, TO SPECIFY WHETHER THE DEFAULT WILL EMPOWER THE
DEBENTURE HOLDER TO APPOINT A RECEIVER OR RECEIVER AND MANAGER
As a debenture holder pursuant to the secured loans made by MAA
to Tajo, MAA is empowered to appoint a receiver or receiver and
manager.
F) WHETHER THE DEFAULT IN PAYMENT CONSTITUTES AN EVENT OF
DEFAULT UNDER A DIFFERENT AGREEMENT FOR INDEBTEDNESS (CROSS
DEFAULT) AND THE DETAILS THEREOF, WHERE APPLICABLE; AND
The facilities listed above represent all the borrowings of the
Tajo Group, and as a result of the Proposed Restructuring
Exercise "have not been serviced" (interest and principal) since
December 1998. As such they are all technically in default.
The creditors who are part the recent Proposed Restructuring
Exercise have however refrained from serious legal action other
than those, which have been disclosed in its Annual Report and
Circulars as well as Announcements, since they have voted
unanimously in favor of the Proposed Scheme of Arrangement on 15
August 2000.
Pursuant to the above, the Company had on 18 June 2003 announced
that it has received a Notice pursuant to Section 218 of the
Companies Act 1965 (the Notice) dated 9 June 2003 which was
issued and served on a subsidiary of the Company namely, Alpha
Glow Sdn Bhd (the Defendant) by Messrs N. K. Tan & Rahim on
behalf of their client, AFFIN-ACF Finance Berhad (the
Plaintiff).
In the announcement, it was also stated that there is no
material impact on the operational and financial position of the
Company arising from the Notice in view that the Defendant has
ceased operations and the creditor has no recourse against the
Company or any of its subsidiaries other than the Defendant.
TIMBERMASTER INDUSTRIES: Resolutions Approved at 11th AGM
---------------------------------------------------------
Timbermaster Industries Bhd (Special Administrators Appointed)
is pleased to inform that the following ordinary resolutions,
save for Resolution 3 were duly approved by the shareholders of
the Company at the 11th Annual General Meeting of the Company
held on 27 June 2003 at 10:00 a.m.
Ordinary Business
Resolution 1. That the Audited Accounts for the financial year
ended 31 December 2002 and the Reports of the Directors and
Auditors thereon be received, approved and adopted.
Resolution 2. That the Directors' fees in respect of the
financial year ended 31 December 2002 be and is hereby approved.
Resolution 3. Ms Ch'ng Ping Choo retires as Director of the
Company in accordance with Article 102 of the Company's Articles
of Association. However, with the resignation of Y. Bhg Dato'
Muhamad Karimin @ Mohd Karim Bin Hj. Abdullah Omar as a director
on 11 June 2003, there remains 2 directors on the Board.
Therefore, to comply with Section 122 (1) and (6) of the
Companies Act, 1965, the resolution to re-elect Ms Ch'ng Ping
Choo was withdrawn with consent from the shareholders of the
Company.
Resolution 4. That Ernst & Young be appointed as Auditors of the
Company and the Special Administrators or the Directors are
authorized to fix their remuneration.
TONGKAH HOLDINGS: Disposes Quoted Securities
--------------------------------------------
Tongkah Holdings Berhad had on 27 June 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 RM275,980,363 Nominal Value of
5 year 1%-2% Redeemable Secured Convertible Bonds B 1999/2004
(collectively "Bonds")) that they have on 23 June 2003, disposed
of some of the Company's securities held in public listed
companies, which are pledged 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. Go to http://bankrupt.com/misc/TCRAP_Tongkah0701.doc
for summary information on the securities disposed.
TRANS CAPITAL: Acquisitions' Terms Met, Completed
-------------------------------------------------
Trans Capital Holding Berhad refers to the announcements dated
31 July 2002, 16 May 2003 and 9 June 2003 in relation to the
Corporate and Debt Restructuring Scheme, which entails:
- Share Exchange
- Debt Settlement Scheme
- Acquisitions of Acquiree Companies (Acquisitions)
- Restricted Issue
- Placement and Public Issue
- Transfer of Listing Status
- Waiver for certain of the Vendors from undertaking a
mandatory general offer for the remaining Shares in AWC.
TCHB wishes to announce that all the conditions precedent for
the Acquisitions under the Corporate and Debt Restructuring
Scheme have been met and the Acquisitions are completed on
Friday.
TCHB also wish to further advise that a moratorium is imposed on
the sale of the shareholdings of certain vendors pursuant to the
Acquisitions for a period of one (1) year from the date of
admission of the Company to the Official List of the Second
Board of the KLSE. Thereafter, they are permitted to sell,
transfer or assign their respective shareholdings in the
Company. The details of the shareholdings of certain vendors
whose shares are subject to the moratorium as imposed by the SC
are set out in Table 1 at
http://bankrupt.com/misc/TCRAP_Trancap0701.doc.
WING TIEK: Issues Explanatory Statement to Scheme Creditors
-----------------------------------------------------------
Please refer to Wing Tiek Holdings Berhad' announcements in
relation to the Proposed Corporate and Debt Restructuring Scheme
(Proposed CDRS).
The Board of WTHB wishes to announce that the Company has on 27
June 2003 issued an Explanatory Statement to Scheme Creditors in
relation to the Proposed Debt Restructuring of WTHB, WTSP, WTMI,
WTDIP, WBH and VS with their respective Scheme Creditors,
pursuant to section 177 of the Companies Act, 1965, together
with the notices of the court-convened meetings.
The court-convened meetings are scheduled to be held on 21 July
2003 at the relevant time set out in the respective notice of
the court-convened meetings.
Refer to the Troubled Company Reporter - Asia Pacific Tuesday,
September 03, 2002, Vol. 5, No. 174 issue, for more information
on the Proposed Corporate and Debt Restructuring Scheme.
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOM: Expects to Sign Restructuring Pact This Week
-----------------------------------------------------------
Bayan Telecommunications Inc. (BayanTel) expects to have a
substantial restructuring agreement with its creditors anytime
this week, the Philippine Star reported Monday. BayanTel made
the revised restructuring plan on December wherein it offered 10
percent of the Company to unsecured creditors through a debt-to-
equity conversion scheme. BayanTel valued the 10 percent shares
at US$150 million.
The Company is restructuring some US$477 million in obligations.
It was in early 2000 when BayanTel started talks with creditor
banks and bondholders to restructure debts. Of the total, $277
million is owed to banks and $200 million to bondholders. About
five percent or US$26 million of the bank loans and all the
bonds are unsecured.
MANILA ELECTRIC: FTC Orders to Finish 2nd Phase Refund This Year
----------------------------------------------------------------
The Energy Regulatory Commission (ERC) has ordered the Manila
Electric Co. to finish the second round of its 30 billion pesos
refund program by the end of this year, the Philippine Star
reports, citing ERC Chairman Manuel Sanchez.
Sanchez reacted to an earlier statement of Meralco that Phase II
of its refund program scheduled to start this September, might
not be completed by December because of its dire financial
condition. Meralco implied it might have to temporarily stop
payments if its budget runs out and wait until a new allocation
is available.
Meralco President and Chief Operating Officer Jesus P. Francisco
said the Company needs about P4.5 billion for Phase II but the
Company can only stretch its refund budget this year to P4
billion which already includes the P2.1 billion for the Phase I
refund. He said Phase II could spillover to 2004.
NATIONAL POWER: Government Starts Raising US$500M
-------------------------------------------------
The government has begun raising US$500 million to cover part of
the National Power Corp. (Napocor)'s funding requirements this
year, and has appointed Citigroup as lead arranger, the Manila
Times reported on Monday. The government on Friday began seeking
from investment banks proposals for a US$500-million sovereign
bond float in behalf of Napocor. This means the national
government itself is now borrowing, using its own credit
standing, the money that Napocor needs to run its operations and
pay part of its debt. Aside from Citigroup, the government has
appointed Deutsche Bank and JP Morgan Chase as underwriters.
Napocor was supposed to raise the money on its own, but it had
to scrap a US$500 million, 10-year bond offering last week after
investors demanded yields that were too high to make the
transaction viable.
NATIONAL POWER: PSALM President Issues Statement on $500-M Bond
---------------------------------------------------------------
In light of the United States Treasury market volatility
surrounding the Federal Open Market Committee meeting and the
substantial new issuance activity that resulted in an excessive
spread premium being demanded by the market for the planned
US$500 million National Power Corporation (Napocor) global bond
offering, the Power Sector Assets and Liabilities Management
Corp. (PSALM) decided not to proceed with the transaction,
according PSALM President Edgardo del Fonso. He said both
Napocor and the Republic find the spread levels uneconomical.
PSALM will continue to explore other more cost-effective funding
options in the future.
NATIONAL STEEL: Creditor Proposes Sale of Assets
------------------------------------------------
The United Overseas Bank Philippines (UOBP) is pushing for the
liquidation of the mothballed steel billet facilities of
National Steel Corporation (NSC) in Iligan City, according to
ABS-CBN News. Appointed liquidator Danilo Concepcion, UOBP first
Vice President Lionel Callo Jr., proposed that the bank be
allowed to sell or lease the steel billet facilities of NSC.
Callo, who also heads the bank's Remedial Management Department
(RMD), pointed out that the proceeds of the proposed sale or
lease would be used to settle the outstanding obligations of
NSC, while the excess would be remitted to the creditors
consortium. UOBP's exposure to NSC amounts to 54 million pesos
that are secured by the billet shop valued at 1.1 billion pesos
as collateral. NSC's financial obligation has ballooned close to
as much as 18 billion pesos that resulted to the closure of its
state-of-the-art facilities in Iligan City in November 1999.
=================
S I N G A P O R E
=================
BONVESTS HOLDINGS: EGM Set for July 28
--------------------------------------
The Extraordinary General Meeting (EGM) of Bonvests Holdings
Limited Bonvests will be held on 28 July 2003 at 10.00 a.m. at
Sheraton Towers Singapore, Topaz Room, Level 2, 39 Scotts Road,
Singapore 228230, for the purpose of considering and, if thought
fit, passing (with or without modification) Resolutions 1 and 3
below as Ordinary Resolutions and Resolution 2 as a Special
Resolution:
RESOLUTION 1 (ORDINARY RESOLUTION)
Acquisition and Share Issue
That subject to and contingent upon the passing of Resolution 2
below:
(a) The conditional put and call option agreement between the
Company, Henry Ngo and Unicurrent Finance Limited (the "Vendor
dated 17 March 2003 (the Agreement) pursuant to which the
Company (or its nominee) has agreed to purchase and the Vendor
has agreed to sell, the Vendor's 92,400,000 shares in Richvein
Pte. Ltd. for a consideration of $24,445,373 to be satisfied by
the allotment and issue of 62,680,443 new ordinary shares of
$0.20 each in the capital of the Company, on and subject to the
terms and conditions of the Agreement, be and is hereby
approved;
(b) The Independent Directors (as defined in the Circular) of
the Company be and are hereby authorized to allot and issue
62,680,443 new ordinary shares of $0.20 each in the capital of
the Company at an issue price of $0.39 each; and
(c) The Independent Directors (as defined in the Circular) of
the Company and each of them be and are hereby authorized and
empowered to complete and to do all such other acts and things,
including executing any document and amending or modifying the
terms of any document, as they may consider necessary, desirable
or expedient in connection with or for the purposes of giving
full effect to this Resolution 1 as they think fit in the
interests of the Company.
RESOLUTION 2 (SPECIAL RESOLUTION)
Capital Reduction
THAT pursuant to Article 45(e) of the Company's Articles of
Association (the "Articles and subject to the confirmation of
the High Court of Singapore, the ordinary share capital of the
Company be reduced from $134,272,440 divided into 268,544,280
ordinary shares of $0.50 each, to $53,708,856 divided into
268,544,280 ordinary shares of $0.20 each, and that such
reduction be effected by:
(i) Canceling the paid-up share capital of the Company to the
extent of $80,563,284 on the 268,544,280 ordinary shares which
have been issued and are fully paid-up or credited as fully
paid-up (which is to the extent of $0.30 on each of the said
268,544,280 ordinary shares); and
(ii) Reducing the nominal amount of all ordinary shares, both
issued and un-issued, from $0.50 to $0.20 each; and that
forthwith upon the aforementioned reduction in capital (the
"Capital Reduction an amount equal to $80,563,284 of the credit
arising from the Capital Reduction be credited to a reserve
account designated as the Capital Reduction Reserve of the
Company.
RESOLUTION 3 (ORDINARY RESOLUTION)
Restoration of Authorized Share Capital
THAT subject to and contingent upon the passing of Resolution 2
above and the Capital Reduction taking effect, the authorized
share capital of the Company be restored to $200,000,000 by the
creation of an additional 600,000,000 new ordinary shares of
$0.20 each.
Notes:
1. A Depositor's name must appear on the Depository Register not
less than 48 hours before the time of the Extraordinary General
Meeting.
2. A member entitled to attend and vote at the Extraordinary
General Meeting is entitled to appoint not more than two proxies
to attend and vote in his stead and any such proxy need not be a
member of the Company.
3. The instrument appointing a proxy must be lodged at the
registered office of the Company at 541 Orchard Road #16-00,
Liat Towers, Singapore 238881 not later than 48 hours before the
time appointed for the Extraordinary General Meeting.
PENTON INTERNATIONAL: Appoints KC Yin & Co. as Special Advisor
--------------------------------------------------------------
Penton International Ltd. announced the appointment of KC Yin &
Co, Certified Public Accountants, as Special Advisor to its
restructuring exercise with effect from June 27, 2003.
The Board of Directors of Penton International Ltd recently
announced that its wholly owned subsidiaries Penton Tools
Limited, Tool Teck (Wales) Limited, Vogue Moulds Limited and
C.A.C. Tooling Holdings Limited had been served letters of
demand by HSBC Bank Plc (HSBC) on 19 September 2002 for payment
of all monies and liabilities owing to HSBC under a Debenture
dated 11 September 2001.
Owing to the financial positions of the UK Subsidiaries, the
Directors of the respective UK Subsidiaries had concluded that
the UK Subsidiaries were insolvent and unable to pay their debts
as and when they fall due and, therefore, requested HSBC to
appoint receivers to place the UK Subsidiaries under
receivership.
THAKRAL CORP.: Posts Notice of Changes in Shareholder's Interest
----------------------------------------------------------------
Thakral Corporation Ltd. posted a notice of changes in
substantial shareholder Kartar Singh Thakral's interest:
Name of Substantial Shareholder/Director: Kartar Singh Thakral
Date of notice to Company: 27 Jun 2003
Date of change of interest: 26 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:
1,339,000
% of issued share capital: 0.09
Amount of consideration (excluding brokerage and stamp duties)
per share paid or received: S$0.10
No. of shares held before the transaction: 51,339,000
% of issued share capital: 3.432
No. of shares held after the transaction: 50,000,000
% of issued share capital: 3.342
Holdings of Substantial Shareholder/Director including direct
and deemed interest
Deemed Direct
No. of shares held before the transaction: 387,611,654 0
% of issued share capital: 25.911 0
No. of shares held after the transaction: 386,272,654 0
% of issued share capital: 25.821 0
Total shares: 386,272,654 0
No. of Warrants - Nil
No. of Options - Nil
No. of Rights - Nil
No. of Indirect Interest - Nil
===============
T H A I L A N D
===============
SIKARIN PUBLIC: Sarayutr Replaces Peerasak as Board Director
------------------------------------------------------------
Sikarin Public Company Limited announced that Mr. Peerasak
Pisolyabutr has resigned from being the Board of Director and
Executive Board.
The Board of Director's Meeting held on June 26, 2003, resolved
the appointment of Mr. Sanya Sarayutr to be the Board of
Director as well as the Executive Board replace the resigned
one.
The Company, which is engaged in hospital business, is under
rehabilitation.
THAI CANE: BOD Meeting Resolves Refinancing, Long-Term Borrowing
----------------------------------------------------------------
Thai Cane Paper Public Company Limited informed that the
Extraordinary Board of Directors' Meeting 1/2003 held on June
26, 2003 resolved to approve the Company to refinance its debts
and to repay debts under the Restructuring Agreement with Thai
Asset Management Corporation and Ploy Asset Management Co., Ltd.
in the total amount of Bt3,054 million.
In order to lessen the Company's future interest payment on
loans, the meeting resolved to approve the Company entering into
long-term loan agreements with Siam Commercial Bank Public
Company Limited, Bangkok Bank Public Company Limited, and
Kasikornthai Bank Public Company Limited in the total amount of
Bt2,700 million.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
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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subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
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