/raid1/www/Hosts/bankrupt/TCRAP_Public/030915.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, September 15, 2003, Vol. 6, No. 182
Headlines
A U S T R A L I A
ANACONDA NICKEL: Debt Restructuring Delivers $500M Profit
ASHBURTON MINERALS: Issues Options to Loyal Shareholders
DOWNER EDI: Completes Civil Construction Services Purchase
ERG GROUP: Results Improve Following Capital Restructuring
MAYNE GROUP: Implements Dividend Reinvestment Plan
POWERTEL LIMITED: Panel Publishes Reasons for Rejection
RENISON BELL: Murchison Terminates Sale Talks With Allegiance
TRANZ RAIL: IFT Accepts Toll Offer for 14.96M Shares
C H I N A & H O N G K O N G
ASIAMED GROUP: Winding Up Petition Pending
BILLION WEALTHY: Hearing of Winding Up Petition Set
CHINA INVESTMENT: 2003 Net Loss Narrows to HK$1.905M
DYNAMIC GLOBAL: Appoints Mr. Hu Dehua as Non-Exec Director
KENFORD INTERNATIONAL: Petition to Wind Up Scheduled
NAM FONG: Winding Up Sought by Wing Siu
PO FUNG: Winding Up Hearing Scheduled in October
SIMSEN INT'L: Cuts Operations Net Loss to HK$98.330M
ZHU KUAN: Unit's Winding Up Petition Filed
I N D O N E S I A
BANK MANDIRI: State Enterprises Privatization Reaching Rp6.34T
SEMEN GRESIK: Cemex Guarantees 2003 F/S Submission by October
J A P A N
DAIEI INC.: Lehman, Ripplewood Vie for Baseball Assets
JAPAN AIRLINES: Increases Japan-China Flights Next Month
KUMAGAI GUMI: Issues Y30B in New Shares
MATSUSHITA ELECTRIC: Incurs FY02 Net Loss on Restructuring
MATSUSHITA ELECTRIC: Midterm Plan May Not Create Expected Output
MITSUBISHI MOTORS: Ends Diesel Engine Output
K O R E A
HANARO TELECOM: Issues Notice of Shareholders Meeting
KOOKMIN BANK: Grants Stock Options to CIO
KOOKMIN BANK: Cancels Stock Options
KOREA EXCHANGE: S&P Rates US$100M Notes 'CCC+'
SK GLOBAL: US Trustee Unable to Appoint Creditors' Committee
SK GLOBAL: Debtors' Motion to Maintain Cash System Approved
M A L A Y S I A
ANCOM BERHAD: Employees' Share Option Scheme Granted Listing
BERJAYA GROUP: Unit Disposes of Shares to Cut Debt
GADANG HOLDINGS: KLSE Grants Conversion Listing Today
KL INDUSTRIES: RCSLS Issuance Completed; Proposals Pending
LION CORP.: LCB Warrants Exercise Period Extended for A Year
LONG HUAT: Appoints E&Y as Investigative Audit Firm
MBF HOLDINGS: Corporate Proposal Completed
MEDAS CORPORATION: Inks Conditional Restructuring Agreement
METACORP BERHAD: Unit Inks RM71M Credit Facility Agreement
PARK MAY: Securities Subjected to Trading Restriction
SITT TATT: SC OKs Proposals Implementation Extension Request
SRI HARTAMAS: Unit Placed Under Creditors' Voluntary Winding Up
TA ENTERPRISE: Dormant South African Unit Seeks De-registration
TAT SANG: Exec-Dir Lim Siew Chin Steps Down From Post
TONGKAH HOLDINGS: Disposes Quoted Securities
P H I L I P P I N E S
MANILA ELECTRIC: ERC Updates Refund Status
MANILA ELECTRIC: ERC Unable to Cancel Contracts with IPPs
NATIONAL POWER: 19 Firms Eye Generating Assets
PHILIPPINE LONG: Declares Cash Dividends
URBAN BANK: Court Dismisses Criminal Case V. BSP Officials
S I N G A P O R E
ARMSTRONG INDUSTRIAL: Units Enters Voluntary Liquidation
BOMIN ELEVEN: Creditors to Submit Claims by October 6
FOUNDERS INDUSTRIES: Issues Notice to Creditors
MTQ CORPORATION: Portuguese Unit Enters Liquidation
NAGANO DYNAMICS: Issues Notice of First & Final Dividend
T H A I L A N D
BANGKOK RUBBER: Discloses Share Offering Results
CHRISTIANI & NIELSEN: Submits 2003 Consolidated Balance Sheets
RAIMON LAND: Board Approves Capital Increase
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Debt Restructuring Delivers $500M Profit
---------------------------------------------------------
Anaconda Nickel Limited announced Friday a net annual profit of
$500.2 million for the financial year ended 30 June 2003,
compared to a loss of $919.9 million in the previous year.
The result was significantly affected by a gain of $553.2
million arising from the forgiveness and restructuring of debt
resulting from the agreement reached with the Company's Senior
Secured Creditors and the recapitalisation process undertaken
during the financial year.
Commenting on the results CEO Peter Johnston said, "The headline
number is impressive however it is primarily a result of
removing the Company's enormous debt burden. Our capital program
remains on time and on budget, we are operating cash flow
positive for the year to date and underlying production trends
continue to improve."
The Company recorded a small annual operating loss of $6.2
million (2002: $17.7 million loss). Revenue from product sales
increased 11.8% during the financial year to $252.6 million,
reflecting higher nickel prices, particularly in the second half
of the year. Cash on hand at 30 June 2003 was $64.9 million and
the Consolidated Entity has net assets of $408.7 million.
Significant items in the result include:
6 Mos Ended 6 Mos Ended 6 Mos Ended
31 Dec 2002 31 Dec 2002 30 June 2003
Revenue from operations 119.5 105.4 224.9
Gross profit/(loss) 10.6 (16.8) (6.2)
Net profit/(loss) (38.4) 538.6 500.2
"This result comes after the successful completion of an 18
month debt restructuring and recapitalisation process. We now
have a secure financial base from which to deliver future
growth. The Company ends the financial year with minimal debt, a
strong balance sheet and a cash balance of $65 million," said
Johnston.
Production at Murrin Murrin for the 12 months to 30 June 2003
was 26,676 tonnes of nickel and 1,832 tonnes of cobalt. Nickel
production was down slightly (2002: 28,652 tonnes), however
cobalt production increased by 243 tonnes (2002: 1,589 tonnes).
The production results reflect a period of on-going operational
consolidation and major capital works, which are being
undertaken to increase plant integrity and deliver sustainable
"steady state" production. The plant is expected to achieve an
annualized nickel production rate of 40,000 tonnes by June 2004.
"Production at Murrin Murrin continues to improve, and the
capital program is now beginning to translate into sustained
improvements in plant reliability. This is creating a much
improved production environment, which is particularly
encouraging given the present and forecast strength of the
nickel price," said Johnston.
Formal hearings on Phase 2 of the Fluor Daniel arbitration will
commence on 22 September 2003. The claims against Fluor exceed
$300 million, and unlike Phase 1, Fluor has no counter claim.
The Murrin Murrin joint venture participants will retain all
amounts awarded in Phase 2, and the Company will receive its 60%
share of any proceeds.
ASHBURTON MINERALS: Issues Options to Loyal Shareholders
--------------------------------------------------------
Ashburton Minerals Ltd advises that Friday's close of trade on
the Australian Stock Exchange was the record date for those
shareholders who are eligible to participate in the Loyalty
Offer.
The Loyalty Offer is available to those shareholders who
subscribed to shares pursuant to the Share Purchase Plan (SPP,
closed 10 January 2003) and have retained their entire
shareholding (not just those shares subscribed for under the
SPP) at the record date at a level not below that held
immediately following the issue of shares pursuant to the SPP.
The Loyalty Offer was approved by shareholders at a General
Meeting of the Company held on 18 August 2003, and will be a pro
rata non-renounceable issue of up to 6 million options on a 1
option for every 2 shares held basis. An option will have a
subscription price of 1 cent and exercisable at 12 cents on or
before the expiry date of 30 June 2006.
The offer documents will be forwarded to eligible shareholders
within the coming week.
CONTACT INFORMATION: Rodney Dunn
Executive Director
Ashburton Minerals Ltd
Tel: (08) 9321 6600
URL: www.ashburton-minerals.com.au
DOWNER EDI: Completes Civil Construction Services Purchase
----------------------------------------------------------
Downer EDI Limited (Downer EDI) advises that it has completed
the purchase of Civil Construction Services Corporation, trading
as Civil Construction Corporation (CCC), from the Tasmanian
Government. The announcement follows the press release issued by
the Treasurer of Tasmania, David Crean, on the same subject and
draws to a conclusion discussions regarding the sale announced
21 March 2003. CCC will become a part of Downer EDI's expanding
Infrastructure division (Works Infrastructure).
Downer EDI Managing Director Stephen Gillies said: "There are
substantial natural synergies between CCC and Works
Infrastructure, and its addition provides an ideal base from
which to build our facilities management business in road and
other infrastructure in Tasmania." Civil Construction
Corporation (CCC): Previously Works Tasmania with around 100
years of service to the Tasmanian community in civil works and
construction, CCC was established in 1995 as a government
business enterprise.
Its business today centers on civil asset maintenance and
construction (in particular, roads, bridges and marine
structures), asset management services to local government,
asset management services associated with business process
management, training services and plant hire, and services in
the management of landfill and quarries, vegetation, weed
control and soil remediation.
On July 14, the Troubled Company Reporter - Asia Pacific
reported that Fitch Ratings, the international rating agency,
has assigned a Senior Unsecured rating of 'BBB-' to Downer EDI
Limited (Downer). The rating Outlook is Stable.
ERG GROUP: Results Improve Following Capital Restructuring
----------------------------------------------------------
ERG Group announced Friday an improved second half financial
result. The Group reported a full-year loss of $198.3 million
incorporating $114.2 million in significant and non-operating
items; however, the second half result reflects several key
indicators of a turnaround in financial performance.
ERG's Chief Executive Officer, Mr Peter Fogarty, said "We have
been through an extremely difficult period over the last two
years and although the current results are disappointing, they
contain elements that begin to demonstrate the positive effects
of our capital restructure and commencement of new projects. We
expect to see the benefits increasingly flow through in the 2004
financial year.
"The support of shareholders and former noteholders for the
restructure of the Group's balance sheet in the second half has
been validated by the clear improvements in the Group's
operating performance and outlook.
"Of particular importance in this year's results is the strength
of the businesses we are continuing with, following the
divestment of several non-core assets during the year."
Highlights
* Operating cash flow was positive $6.5 million in the second
half compared to outflows of $10.0 million in the first half and
$54.7 million for the prior year.
* EBITDA before significant items was a loss of $1.1 million
for the second half compared to $25.4 million for the first
half.
* Project delays continued to impact revenue, with operating
revenue down 24% to $205.6 million compared to the previous
year.
* Work on the majority of the Group's major new projects
commenced in the final quarter.
* Annualized interest and amortization savings of $33.7
million and operating cost savings of $30 million have been
achieved.
* Interest-bearing debt to equity ratio has improved to 29%
from 229% in 2002.
* Significant items, largely provisions for diminution and
write-downs against various assets, totaled $114.2 million.
Second Half Performance
In the first half of the year, the Group announced a loss of
$124.9 million. During the second half, operating losses
continued in the third quarter but the Group returned to
profitability in the final quarter. This reflected both the
implementation of the Group's cost reductions and the
commencement of major new projects awarded to the Group. The
Group reported a small EBITDA loss of $1.1 million before
significant items in the second half, compared to the $25.4
million loss in the first half. Group operating activities,
which consumed $10.0 million cash in the first half, generated a
positive cash flow of $6.5 million in the second half.
Revenue
Revenue for the year was $327.6 million, which includes the
proceeds from the sale of Proton World of $94.6 million and the
sale of ECard of $5.0 million. Revenue from operating activities
was $205.6 million, a reduction of 24% over 2002. The level of
revenue reflects the delay in commencement of several major
projects the Group has won globally over the past 24 months. The
delay in commencement of these contracts had a direct impact on
revenue that has only started to be rectified in the last
quarter of the year. The effect of these delays is evident in
the supply and installation segment of the business where
revenues fell by 37% to $89.0 million. This reduction in revenue
levels is expected to be corrected by major projects in
Gothenburg, Seattle, Stockholm, Sydney and Washington DC that
are now under way.
Expenses
Notwithstanding the contract delays and the significant level of
loss, the Group has made significant progress in the past 12
months in reducing its cost structures:
* The sale of Proton World removed $15 million of annual
amortization.
* A reorganization of the Group's structure and management
team has reduced operating costs by more than $30 million per
annum.
* The Group's capital restructure results in the elimination
of $18.7 million in annual interest charges on the listed
convertible notes.
The effect of these achievements began to take effect during the
second half with operating expenses, amortization and interest
collectively reducing by $21.9 million compared to the first
half.
Moving forward, these cost savings will be further enhanced by
the restructure of the Rome project announced earlier this month
that will provide ongoing depreciation savings of $7 million per
annum.
Balance Sheet
The balance sheet has been significantly strengthened during the
year as a result of:
* Equity increasing by $250 million through the conversion of
convertible notes.
* The sale of Proton World, which eliminates $136.8 million
in goodwill.
* The reduction of net debt by $23.6 million with all bank
debt now extinguished. Total interest- bearing debt has reduced
to $57.6 million and this has improved the debt to equity ratio
to 29%.
The Group now has a net asset position of $198.7 million with
net tangible asset backing per share of $0.36 compared to
negative $1.16 in the previous year.
Subsequent to year-end, the balance sheet will be significantly
improved by the sale of the Rome plant and equipment and receipt
of cash.
Significant Items
The first half result previously announced included $65.9
million in significant items. The majority of these items ($52.4
million) related to a provision taken in contemplation of the
Proton World sale. This provision did not take into account
ERG's potential to earn approximately $38 million in earn-out
fees under the sale contract. The significant items also
included costs related to the balance sheet restructuring ($9.4
million) and an increase in the deferred contingent
consideration payable under the original Proton World
acquisition ($8.9 million). These items were partially offset by
$5.0 million received on disposal of the shareholding in ECard.
Following a comprehensive review of the financial statements at
year-end, the Board resolved to write down various assets and
make provisions for diminution in value against the carrying
value of a number of current and non-current assets, totaling
$48.3 million. The largest of these write-downs is $15.4 million
in costs previously capitalized against various projects.
Cash
At 30 June 2003, the Group had total cash reserves of $54.2
million with $22.9 million of cash at bank and an additional
$31.3 million on deposit as security for bonds. These additional
funds are classified as non-current receivables.
On signing of the contracts for the Rome and Lazio restructure,
cash at bank should increase by approximately $75 million during
the financial year, with approximately $25 million due over the
following 12 months. The Rome and Lazio contracts are currently
in the process of being finalized and are expected to be signed
imminently.
The Group also has an agreement with the Export Finance and
Insurance Corporation, which is expected to release
approximately $5 million in bonded cash and free up a further
$20 million.
The Group's operating cash flow was positive $6.5 million in the
second half of the year compared to an outflow of $10.0 million
in the first half. These figures represent a significant
improvement over the previous financial year in which operations
used $54.7 million in cash. The Group's investing activities
generated $55.9 million primarily through the disposal of
investments in Proton World, Downer EDI and ECard. Broadly
speaking these funds were applied against debt and performance
bonds, resulting in an outflow from financing activities of
$58.8 million.
Outlook
With new projects currently in their early ramp up stages, the
Group is budgeting to return to profitability in the second half
of the 2004 financial year, resulting in a return to
profitability for the full year. The ability of the Group to be
profitable in 2004 is largely dependent on the successful
delivery of major projects, such as Seattle, Stockholm, Sydney
and Washington DC. ERG's immediate focus is the delivery of
these projects, which have a projected supply value of
approximately $200 million excluding the long-term operating
revenue benefits. On successful completion of the these four
projects, the Group will have a portfolio of eight long-term
operate and maintenance contracts with contract terms ranging
from 5 to 15 years.
During the 2003 financial year, the balance sheet has been
restructured to ensure the Group is positioned to capitalize on
these new projects. The $250 million note conversion, Proton
World sale and Rome restructure will collectively remove
approximately $40 million in annual depreciation, amortization
and interest charges. These changes ensure that the Group has
the working capital necessary to deliver its large order book
and take on additional business.
In addition to the new contracts previously mentioned, the Group
has recently received sign-off of Phase 1 of the San Francisco
project and expects to receive the Notice to Proceed for Phase 2
shortly.
The Board believes the Company is now well positioned to return
to profitability through the successful delivery of its enviable
order book, supported by an appropriate balance sheet and cost
structure.
Details of the ERG's Full Year Results 2003, go to
http://bankrupt.com/misc/TCRAP_ERG0915.pdf.
MAYNE GROUP: Implements Dividend Reinvestment Plan
--------------------------------------------------
Mayne Group Limited recently declared an unfranked dividend of 6
cents with a record date of 5 September 2003 and payable on
Tuesday 30 September 2003.
Mayne operates a Dividend Reinvestment Plan (DRP), which will
apply to this dividend. In accordance with this plan, Mayne has
determined that the price at which the shares are to be issued
will be $3.24. The DRP price is calculated on the weighted
average market price of all Mayne Group Limited fully paid
ordinary shares sold on Australian Stock Exchange Limited
during the five trading days immediately preceding and inclusive
of the record date for the relevant dividend payment.
The Troubled Company Reporter - Asia Pacific reported on
February 4 that Mayne Group announced the sale of six loss-
making hospitals to Healthscope Limited for AU$27.5 million. The
six hospitals are Hobart Private, St Helen's Private, Mersey
Community Hospital, National Capital Private, Geelong Private
and Mosman Private. The sale will result in a net write-down of
AU$90 million, which will drag down first half results into the
red.
POWERTEL LIMITED: Panel Publishes Reasons for Rejection
-------------------------------------------------------
The Takeovers Panel has on Thursday published the reasons for
its decisions in the PowerTel 1 to 3 proceedings.
The proceedings in relation to PowerTel Limited (PowerTel) arose
from applications to the Panel between 26 June and 29 July 2003.
Each of the proceedings is briefly described in the annexure to
this media release.
The Panel announced its decisions in relation to the proceedings
on 29 June 2003 (Takeovers Panel Media Release 61/2003), 25 July
2003 (Takeovers Panel Media Release 69/2003) and 8 August 2003
(Takeovers Panel Media Release 73/2003).
The sitting Panel in the PowerTel 1 and 2 Proceedings was Alison
Lansley, Carol Buys and Chris Photakis. The sitting Panel in the
PowerTel 3 proceedings was Teresa Handicott, Carol Buys and
Chris Photakis.
The reasons are available on the Panel's website at:
http://www.takeovers.gov.au/Content/Decisions/decisions.asp
CONTACT INFORMATION: George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3553
george.durbridge@takeovers.gov.au
Annexure
PowerTel 1 proceedings
The PowerTel 1 proceedings related to an application by TVG
Consolidation Holdings SPRL (TVG) for a declaration of
unacceptable circumstances in relation to:
(a) alleged deficiencies in the information provided to
PowerTel shareholders concerning a resolution to be put to
shareholders under item 7 of section 611 of the Corporations Act
2001 (Cth) (the Act) to approve a proposal under which, among
other things, the Roslyndale Syndicate (Roslyndale) would
acquire all of the shares in PowerTel owned by WilTel
Communications Group (WilTel) (PowerTel's largest shareholder);
and
(b) the potential for Roslyndale, if the `Roslyndale
proposal' was not approved by PowerTel shareholders, to
nevertheless prevent WilTel from accepting a takeover bid by TVG
for all of the shares in PowerTel for a period after the
relevant shareholder meeting.
The Panel decided that additional disclosures made by both
PowerTel and Roslyndale, and undertakings given by Roslyndale,
after the application had been made resolved the concerns set
out in the application.
PowerTel 2 proceedings
The PowerTel 2 proceedings related to an application by
Roslyndale for a declaration of unacceptable circumstances in
relation to TVG's takeover bid for all of the shares in
PowerTel. Roslyndale submitted that:
(a) TVG's bid should be subject to approval by a resolution
of non-associated shareholders (or subject to a non-waivable
50.1% minimum acceptance condition) because, in Roslyndale's
view, the bid price was so low that it would only be attractive
to WilTel;
(b) TVG should disclose in a supplementary bidder's statement
certain forecast information concerning PowerTel that Roslyndale
believed had been provided to TVG; and
(c) references in TVG's bidder's statement to a proposed
rights issue by PowerTel were misleading.
The Panel declined to conduct proceedings in relation to the
issue referred to in paragraph (a).
In relation to paragraph (b), the Panel invited PowerTel to
provide the relevant information to shareholders in a form
better suited to publication than the information that was
provided to TVG. PowerTel gave undertakings to that effect, and
TVG undertook to extend its bid to allow shareholders to
consider that information.
In relation to paragraph (c), the Panel rejected the submission
that the TVG bidder's statement was misleading or confusing.
PowerTel 3 proceedings
The PowerTel 3 proceedings related to a further application by
Roslyndale for a declaration of unacceptable circumstances in
relation to TVG's takeover bid.
TVG had waived a condition (the Condition) in its bid in
relation to the sale by WilTel of a debt owed to it by PowerTel.
The waiver followed an irrevocable offer from WilTel to PowerTel
to release the debt for a payment by PowerTel of $10,000,000, on
condition that TVG waive the Condition and accelerate payment
for acceptances under its bid.
Rosylndale submitted that:
(a) the waiver of the condition amounted to the provision of
a collateral benefit by TVG to WilTel in breach of section 623
of the Act; and
(b) TVG's actions amounted to the provision of a benefit to
WilTel that was not open to all PowerTel shareholders in breach
of the principle set out in section 602(c) of the Act.
The Panel rejected these submissions.
RENISON BELL: Murchison Terminates Sale Talks With Allegiance
-------------------------------------------------------------
Murchison United NL announced Friday that it had mutually agreed
to terminate negotiations with Allegiance Mining NL over the
treatment of the Avebury Nickel deposit through the Renison Bell
mill.
As a result, the Directors expect that Renison Bell will be put
up for sale through a formal sale process. The Directors are of
the view that given the recent rise in LME tin prices to
around US$5,000 per tonne against a flat Australian dollar and
the resurgence of the equity market raisings for junior mining
companies the potential interest in acquiring this well
established operation is now higher than it has been for several
years.
Renison Bell is the world's largest producer of tin concentrates
available for toll smelting and has been in almost continuous
operation for over 40 years. It has a substantial inventory of
tin resources, excellent infrastructure and was restored to
profitability during the March quarter at significantly lower
tin prices than those currently prevailing. The holding company
Renison Bell Limited has accrued revenue losses of over A$40
million.
The operations are currently on a care and maintenance
programmed funded by a loan facility from the Tasmanian
Government.
The Directors understand that an advisor is likely to be
appointed to assist in the divestment process of the operation
on a going concern basis along with Renison Bell's 50% interest
in the Maroochydore Copper Project in Western Australia.
Renison Bell Limited is a wholly owned subsidiary of the Company
and was placed into Voluntary Administration on 24 June 2003
with debts totaling approximately A$42 million, A$22 million of
which is owed to Murchison, A$5.2 million to Government entities
and A$14.8 million to trade creditors.
Renison Bell Limited has no bank debt and all creditors are
unsecured. One creditor holds a guarantee from Murchison and
Renison Bell for an amount of approximately $3.2 million. The
Company is seeking to arrange a commercial settlement of this
obligation with this creditor.
The proceeds of any sale are expected to be applied to costs of
the administration, Renison Bell employee entitlements,
government care and maintenance funding and the balance to be
distributed amongst creditors.
CONTACT INFORMATION: Paul Atherley
Managing Director
Murchison United NL
Telephone: 08 9321 7448
Facsimile: 08 9321 7747
TRANZ RAIL: IFT Accepts Toll Offer for 14.96M Shares
----------------------------------------------------
Infratil Limited advises that it has formally accepted Toll
Group (NZ) Limited's offer of $1.10 per share for its 14.96
million shares in Tranz Rail Holdings Limited.
The Troubled Company Reporter - Asia Pacific reported on June 11
that Standard & Poor's Ratings Services placed the Company's
'CC' corporate credit rating and guaranteed debt issue ratings
on CreditWatch with positive implications.
================================
C H I N A & H O N G K O N G
================================
ASIAMED GROUP: Winding Up Petition Pending
------------------------------------------
Asiamed Group Limited is facing a winding up petition, which is
slated to be heard before the High Court of Hong Kong on October
15, 2003 at 9:30 in the morning.
The petition was filed on August 18, 2003 by Tong Kwai Choi of
29 Fung Kat Heung, Yuen Long, New Territories, Hong Kong.
BILLION WEALTHY: Hearing of Winding Up Petition Set
---------------------------------------------------
The petition to wind up Billion Wealthy Development Limited is
scheduled for hearing before the High Court of Hong Kong on
October 15, 2003 at 9:30 in the morning.
The petition was filed with the court on August 18, 2003 by Chan
Sang of Room 1314 Hing Yiu House, Tai Hing Estate, Tuen Mun, New
Territories, Hong Kong.
CHINA INVESTMENT: 2003 Net Loss Narrows to HK$1.905M
----------------------------------------------------
China Investment Fund Company Limited posted its Results
Announcement Summary for the year ending December 31, 2003:
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 1/1/2003 from 1/1/2002
to 30/6/2003 to 30/6/2002
Note ($) ($)
Turnover : N/A N/A
Profit/(Loss) from Operations : (1,905,913) (2,879,746)
Finance cost : N/A (2,219)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (1,905,913) (2,881,965)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0238) (0.0362)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (1,905,913) (2,881,965)
Interim Dividend : Nil Nil
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1) Turnover
Interest income of HK$247,349 for the six months ended 30th
June, 2002 was previously reported as turnover in the interim
report 2002. The amount has been reclassified to conform to the
presentation in the audited annual financial statements for the
year ended 31st December, 2002. Interest income for the six
months ended 30th June, 2003 amounted to HK$90,100.
2) Loss per share
The calculation of basic loss per share for the period is based
on the net loss for the period of HK$1,905,913 (period ended
30th June, 2002: HK$2,881,965) and on the weighted average
number of 80,000,000 (period ended 30th June, 2002: 79,668,508)
ordinary shares during the period.
No diluted loss per share is presented since the Company did not
issue any dilutive potential ordinary shares during both periods
presented.
DYNAMIC GLOBAL: Appoints Mr. Hu Dehua as Non-Exec Director
----------------------------------------------------------
The Board of Directors of Dynamic Global Holdings Limited is
pleased to announce that Mr. Hu Dehua has been appointed as an
Independent Nonexecutive Director of the Company with effect
from 9 September 2003.
The Board is confident that the expertise and experience of Mr.
Hu would enhance the management strength of the Company and
would like to take this opportunity to welcome Mr. Hu to the
Board.
At the end of 2001, Dynamic Global Holdings Limited had negative
working capital, as current liabilities were HK$258.62 million
while total current assets were only HK$64.54 million, Wrights
Investors' Service reported. It added that the company reported
losses during the previous 12 months and has not paid any
dividends during the previous 2 fiscal years.
KENFORD INTERNATIONAL: Petition to Wind Up Scheduled
----------------------------------------------------
The petition to wind up Kenford International Investment Limited
is set for hearing before the High Court of Hong Kong on
September 24, 2003 at 9:30 in the morning.
The petition was filed with the court on August 6, 2003 by Cheng
Ming Long of Room 916, Wu Pik House, Wu King Estate, Tuen Mun,
New Territories, Hong Kong.
NAM FONG: Winding Up Sought by Wing Siu
---------------------------------------
Wing Siu Company Limited is seeking the winding up of Nam Fong
International Holdings Limited. The petition was filed on
August 15, 2003, and will be heard before the High Court of Hong
Kong on October 8, 2003.
Wing Siu holds its registered office at 26th Floor, Dah Sing
Financial Centre, 108 Goucester Road, Wanchai, Hong Kong.
PO FUNG: Winding Up Hearing Scheduled in October
------------------------------------------------
The High Court of Hong Kong will hear on October 15, 2003 at
10:00 in the morning the petition seeking the winding up of Po
Fung Public Relations Consultancy (China) Limited. .
Wong Pak Cheong of Room 2245, Hing Cheong House, Tai Hing
Estate, Tuen Mun, New Territories, Hong Kong filed the petition
on August 22, 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.
SIMSEN INT'L: Cuts Operations Net Loss to HK$98.330M
----------------------------------------------------
Simsen International Corporation Limited disclosed a summary of
its financial statement for the year ended April 30, 2003:
Currency: HKD
Auditors' Report: Modified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/5/2002 from 1/5/2001
to 30/4/2003 to 30/4/2002
Note ('000) ('000)
Turnover : 80,903 224,731
Profit/(Loss) from Operations : (98,330) (489,458)
Finance cost : (15,282) (17,644)
Share of Profit/(Loss) of
Associates : (3,718) (6,234)
Share of Profit/(Loss) of
Jointly Controlled Entities : 5,064 3,789
Profit/(Loss) after Tax & MI : (97,364) (510,266)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.2806) (2.2287)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (97,364) (510,266)
Final Dividend : Nil Nil
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. LOSS PER SHARE
The calculation of basic loss per share is based on the net loss
attributable to shareholders of HK$97,364,000 (2002:
HK$510,266,000) and the weighted average of 346,997,326 shares
in issue during the year (2002: 228,955,450 shares).
Diluted loss per share amounts for the years ended 30 April 2003
and 2002 have not been disclosed, as the share options and
convertible bonds outstanding during these years had an anti-
dilutive effect on the basic loss per share for these years.
The effect of the convertible note has not been included in the
computation of diluted loss per share as the shares to be so
issued would be fairly priced and are assumed to be neither
dilutive nor anti-dilutive.
2. DISCONTINUED OPERATIONS
During the year, the Group discontinued its business involving
the provision of in-warehouse metal sales, following the
abandonment of the operations of a subsidiary of the Company.
2003 2002
HK$'000 HK$'000
TURNOVER
Continuing operations 80,903 89,494
Discontinued operations - 135,237
---------- --------
80,903 224,731
======== ========
LOSS BEFORE TAX
Continuing operations (95,621) (511,754)
Discontinued operations (157) 2,207
---------- --------
(95,778) (509,547)
========== =========
TAX
Continuing operations (1,458) (847)
Discontinued operations - -
------------ --------
(1,458) (847)
=========== ========
Due to the abandonment of these operations, the turnover and the
loss from operating activities in respect of the Group's in-
warehouse metal sales operation for the year, together with the
corresponding amounts for the prior period, are classified and
disclosed under discontinued operations in accordance with SSAP
33.
2003 2002
HK$'000 HK$'000
Turnover - 135,237
Cost of sales - (126,354)
---------------------------
Gross profit - 8,883
Other revenue - 3,012
Selling and distribution costs - (1,627)
Administrative expenses (157) (8,061)
----------------------
Profit/(loss) from operating activities (157) 2,207
Finance costs - -
----------------------
Profit/(loss) before tax (157) 2,207
Tax - -
----------------------
Net profit/(loss) from ordinary
activities
attributable to shareholders (157) 2,207
======== =======
There were no material gains/(losses) recognized on the disposal
of the assets or the settlement of the liabilities attributable
to the discontinued operations.
3. IMPAIRMENT LOSSES
The Group's loss from operating activities is arrived at after
charging:
2003 2002
HK$'000 HK$'000
Impairment loss on investments in
securities (14,242) (27,162)
Impairment loss on goodwill reserve - (308,108)
Impairment loss on intangible assets - (41,371)
Impairment loss on land and buildings (2,724) (23,959)
----------- ----------
(16,966) (400,600)
========== ==========
4. EXTRACT OF REPORT OF THE AUDITORS
"Fundamental uncertainty In forming our opinion, we have
considered the adequacy of the disclosures made in note 2 to
the financial statements concerning the adoption of the going
concern basis on which the financial statements have been
prepared. As explained in note 2 to the financial statements,
the Group is currently undertaking a number of measures to
relieve its current liquidity pressures, including the
rescheduling of certain borrowing facilities, the implementation
of certain asset disposal plans and the tightening of cost
controls (the Measures). The financial statements have been
prepared on a going concern basis, the validity of which depends
upon the successful completion of the Measures, the ongoing
support of the Group's creditors, and the attainment of
profitable and positive cash flow operations of the Group to
meet its future working capital and financial requirements. The
financial statements do not include any adjustments that may be
necessary should the implementation of such measures become
unsuccessful. We consider that appropriate estimates and
disclosures have been made in the financial statements and our
opinion is not qualified in this respect.
Opinion
In our opinion the financial statements give a true and fair
view of the state of affairs of the Company and of the Group as
at 30 April 2003 and of the loss and cash flows of the Group for
the year then ended and have been properly prepared in
accordance with the disclosure requirements of the Hong Kong
Companies Ordinance."
ZHU KUAN: Unit's Winding Up Petition Filed
------------------------------------------
Further to Zhu Kuan Development Company Limited's announcements
dated 18 August and 3 September 2003 and to clarify some recent
press reports regarding the Share Charge created by PIV Limited
in favor of Longway over the PIV Charged Shares.
It was announced by the Company on 3 September 2003 that the
Company received a notice from Longway advising it that Longway
has on 23 August 2003 transferred to itself the PIV Charged
Shares (that is, 337 million Shares, representing about 42.2% of
the entire issued share capital of the Company).
On 4 September 2003, the Company received a letter dated 3
September from Longway, notifying the Company that when the
relevant instrument of transfer for the transfer of the PIV
hares were presented to the Share Registrar, the Share Registrar
declined to register the transfer on the ground that the Share
Registrar received request from the Provisional Liquidators not
to effect any transfer of Shares registered in the name of PIV
Limited without their specific written consent. Longway
considered that the Share Registrar had no valid nor proper
basis to decline the registration of the transfer and demanded
the Company's board of directors to direct the Share Registrar
to effect the registration of the transfer on or before 8
September 2003, failing which legal proceedings would be
commenced against the Company without further notice.
Longway took the view that the Company has breached the
provisions of its bye-laws and as a result of such breach, grave
loss and damages have been and will continue to be suffered by
Longway. The Company is seeking legal advice on whether it is
legally obliged to register the transfer. Up to the date hereof,
the registration of such transfer has not yet been effected.
In the evening on 3 September 2003, the Company also received a
letter from the Provisional Liquidators, informing the Company
that petitions for the winding up of PIV Limited were filed with
the High Court of Hong Kong on 30 August 2003 and with the Court
of the British Virgin Islands on 29 August 2003. The Provisional
Liquidators consider that the transfer of the PIV Charged Shares
cannot be effected by reason of this.
The Directors take the position that the Company will take such
action as may be necessary and appropriate to ensure compliance
with the applicable laws and its bye-laws.
The Directors are now seeking legal advice on the matter. The
Company may be subject to legal proceedings arising from the
dispute over the transfer of the PIV Charged Shares between
Longway and the Provisional Liquidators. If there is a change in
the registered holder of the PIV Charged Shares, there may be a
change in the composition of the board of directors of the
Company. If there is any such change, the Company will make
further announcement to inform the shareholders of the Company.
The Company will make an announcement to keep shareholders of
the Company informed if and when there is any material
development on the matter mentioned above.
DEFINITIONS
"Company" Zhu Kuan Development Company Limited, a company
incorporated in Bermuda and whose shares are listed on the Stock
Exchange
"Directors" the directors of the Company
"Hong Kong" the Hong Kong Special Administrative Region of the
PRC
"Longway" Longway Services Group Limited, a company incorporated
in the British Virgin Islands and a wholly owned subsidiary of
Zhuhai Jiuzhou Port Group Corporation
"PIV Limited" Pioneer Investment Ventures Limited, a company
incorporated in the British Virgin Islands and which is the
beneficial owner of 337 million Shares as at the date hereof.
It is a wholly owned subsidiary of Zhu Kuan Macau
"PIV Charged Shares" the 337 million Shares owned by PIV Limited
and charged by it in favor of Longway pursuant to the Share
Charge
"PRC" the People's Republic of China
"Provisional Liquidators" the provisional liquidators of Zhu
Kuan Macau and Zhu Kuan HK "Share(s)" share(s) with a nominal
value of HK$0.10 each in the ordinary share capital of the
Company
"Share Charge" a deed of charge dated 9 June 2000 executed by
PIV Limited in favor of Longway
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Zhuhai SOA Zhuhai State Administration" Owned Assets
Administration Bureau)
"Zhu Kuan Macau" Zhu Kuan Group Company Limited, a company
established under the law of the Macau Special Administrative
Region of the PRC with limited liability. Its ultimate
beneficial owners are State-owned enterprises under the
administration of Zhuhai SOA Administration
"Zhu Kuan HK" Zhu Kuan (Hong Kong) Company Limited a company
incorporated in Hong Kong with limited liability and a wholly
owned subsidiary of Zhu Kuan Macau. Its ultimate beneficial
owners are State-owned enterprises under the administration of
Zhuhai SOA Administration
"%" percent.
=================
I N D O N E S I A
=================
BANK MANDIRI: State Enterprises Privatization Reaching Rp6.34T
--------------------------------------------------------------
The government estimates the privatization of several state
enterprises, including the disposal of 20% shares of Bank
Mandiri, this year will reach Rp6.34 trillion, Bisnis Indonesia
reports, citing Minister of Finance Boediono.
The figure consisted of Rp2.54 trillion from Bank Mandiri's IPO,
Rp1.5 trillion from Bank Rakyat Indonesia's IPO (BRI), Rp1.5
trillion from Perusahaan Gas Negara's IPO (PGN), and Rp700
billion from the shares privatization of publicly listed PT
Indocement Tunggal Prakarsa.
"Besides the four state enterprises, the government also
estimates the privatization of minority shares in several state
enterprises would reach Rp100 billion, so totally, the
privatization this year may generate Rp6.34 trillion," Boediono
said.
On April 14, the Troubled Company Reporter - Asia Pacific
reported that Standard & Poor's Ratings Services assigned its
'B-' long-term issue rating to the proposed US$200 million
senior unsecured, five-year fixed-rate notes issued by PT
Bank Mandiri (Persero) (B-/Stable/C). Proceeds from the US$200
million fixed-rate notes and any later issues under the program
will be used both to refinance existing borrowings and finance
business expansion.
SEMEN GRESIK: Cemex Guarantees 2003 F/S Submission by October
-------------------------------------------------------------
PT Cemex Indonesia, the owner of 25% of PT Semen Gresik's
shares, promised to submit the 2002 financial report of Semen
Gresik to the government next October, Bisnis Indonesia reports,
quoting Roes Aryawijaya, Deputy State minister of State Owned
Enterprises.
"Cemex has mentioned the deadline of the financial report
submission. I could not tell you the detail[s], but it would be
October or November," Aryawijaya said, hoping that the 2002
financial report would have been ready at the extraordinary
shareholders meeting (ESM) of Semen Gresik by the end of this
month.
The government, which is still the largest shareholders of PT
Semen Gresik, planned to spin off PT Semen Padang from PT Semen
Gresik due to the demand of the people of West Sumatra.
Aryawijaya said that a mediation team was now finalizing the
financial report of the company as it would be the starting
point of the spin off process.
He failed to comment on Semen Gresik's financing scheme. "We
just got the report on the financing scheme of Semen Gresik, but
let the management decides it."
The EMS also had some agenda to talk about the refinancing
scheme of the debt of the company, to restructure the board of
management, and to approve the financial report of 2002.
=========
J A P A N
=========
DAIEI INC.: Lehman, Ripplewood Vie for Baseball Assets
------------------------------------------------------
Lehman Brothers Holdings Inc. and Ripplewood Holdings LLC are
competing to buy Daiei Inc.'s baseball assets, including the
top-ranked team in Japan's Pacific League, in a sale that may
raise as much as 50 billion yen (US$427 million), Bloomberg
reported on Friday. Both firms plan to submit bids as early as
September 16 for the Fukuoka Daiei Hawks team, domed stadium and
hotel. The winner will probably be selected this month.
The Industrial Revitalization Corp. of Japan, a debt workout
agency, has been helping to mediate between Daiei creditors,
including UFJ, Mizuho Financial Group Inc., Sumitomo Mitsui
Financial Group Inc., Fukuoka Bank Ltd. and other regional banks
over the sale.
Daiei needs funds to meet demands from UFJ Holdings Inc. and
other creditors to cut its debt to US$7.8 billion by 2005.
JAPAN AIRLINES: Increases Japan-China Flights Next Month
--------------------------------------------------------
Japan Airlines (JAL) and All Nippon Airways (ANA) will increase
the number of weekly round-trip flights between Japan and China
by a total of 27, starting on October 26, Kyodo News said on
Friday. The move follows a Sino-Japanese agreement in July on an
increase in flight services between the two countries.
JAL booked a group net loss of 77.3 billion yen (US$642
million) for the three months ending June 30, after the severe
acute respiratory syndrome (SARS) virus caused a slump in air
travel demand, the Troubled Company Reporter-Asia Pacific
reported recently.
KUMAGAI GUMI: Issues Y30B in New Shares
---------------------------------------
Construction contractor Kumagai Gumi Co. will issue 30 billion
yen in new shares on September 30 to five parties including its
main creditor bank, Sumitomo Mitsui Banking Corporation,
according to Kyodo News on Friday. The move is in line with the
Company's rehabilitation plan, under which it will be granted
270 billion yen in debt waiver from its creditor banks in a bid
to clear excessive debts.
MATSUSHITA ELECTRIC: Incurs FY02 Net Loss on Restructuring
----------------------------------------------------------
The markets for information and communications equipment, such
as PC peripherals, mobile communications equipment and related
components and devices, on which Matsushita Electric Industrial
Co. Ltd. is dependent for its growth in part, have been hard hit
during the year ended March 31, 2002, the Company said in a
statement. Due to these conditions and restructuring expenses
under its mid-term Value Creation 21 plan, Matsushita incurred a
significant net loss for fiscal 2002.
Although Matsushita achieved an improvement in its business
performance for fiscal 2003, the Company currently does not
foresee a rapid turnaround in the Japanese or global economy in
the near term. These conditions may continue in the short- to
mid-term, thereby further negatively affecting Matsushita's
businesses.
MATSUSHITA ELECTRIC: Midterm Plan May Not Create Expected Output
----------------------------------------------------------------
In a disclosure to the U.S. Securities and Exchange Commission,
the business environment in which Matsushita Electric Industrial
Co. operates has also evolved dramatically in recent years, so
that the Company's traditional business model, namely having
each product division and subsidiary operate independently in
each product area, does not necessarily provide as many
advantages as it once did.
In response to these problems, starting in April 2001,
Matsushita implemented its mid-term business plan called Value
Creation 21. The plan consists of two key elements: structural
reforms with an emphasis on the pursuit of higher management
efficiency for customer satisfaction, and the pursuit of a new
growth strategy.
Matsushita, however, may not be successful in achieving all of
the goals set out in the plan or in realizing the benefits that
it expects from implementing the plan because of external and
internal factors.
MITSUBISHI MOTORS: Ends Diesel Engine Output
--------------------------------------------
Mitsubishi Motors Corporation (MMC) has withdrawn from the
development of diesel engines for passenger cars to concentrate
on the development of new models, reports the Yomiuri Shimbun.
The automaker decided to end the costly development of diesel
engines following an agreement made the same day between major
shareholder DaimlerChrysler AG and German automaker Volkswagen
AG to use Volkswagen engines in MMC's passenger cars for the
European market.
=========
K O R E A
=========
HANARO TELECOM: Issues Notice of Shareholders Meeting
-----------------------------------------------------
Hanaro Telecom Inc. issued a disclosure on the closing of the
Company's shareholders for the extraordinary general meeting of
shareholders, filed with the Korea Securities Dealers
Association Automated Quotation Market (KOSDAQ) and the
Financial Supervisory Commission on August 29, 2003.
NOTICE OF SHAREHOLDER REGISTER CLOSING
-----------------------------------------------------------
1. Fixed Date September 16, 2003
------------------------------------------------------------
2. Period for Closing of Shareholder Register September 17, 2003
- September 26, 2003
------------------------------------------------------------
3. Reason(s) for Closing Extraordinary Shareholders' Meeting
------------------------------------------------------------
4. Date of Resolution of the Board of Directors August 29, 2003
------------------------------------------------------------
5. Others -
------------------------------------------------------------
According to the Troubled Company Reporter-Asia Pacific, Hanaro
Telecom, Inc. failed to meet its repayment obligations in the
aggregate amount of US$112,236,900 arising from the exercise of
a put option by the holders of the US$100 million bonds with
warrants due 2007, filed with the Korea Securities Dealers
Association Automated Quotation Market (KOSDAQ) and the
Financial Supervisory Commission on August 26, 2003.
KOOKMIN BANK: Grants Stock Options to CIO
-----------------------------------------
On August 27, 2003, the Board of Directors of Kookmin Bank has
approved and ratified to grant Mr. Jin-Baek Jeong, who was newly
elected as Chief Information Officer (CIO) for its Information
Technology Division, stock options to buy 30,000 registered
common stock of Kookmin Bank.
Pursuant to the Article 13 of the Articles of Incorporation,
this resolution is subject to the approval and ratification by
the shareholders at the nearest forthcoming General
Shareholders' Meeting.
1.1 Purpose of the grant
The purpose of the grant is to motivate the grantee to achieve
the business targets.
1.2 Exercise method
Kookmin Bank may choose to grant stock by means of: 1) issuing
new stock; 2) granting treasury stock; or 3) granting the
equivalent amount of cash or treasury stock for the difference
between the exercise price and the market price.
1.3 Exercise price: 40,500 Won
1.4 Exercise period
The exercise period is from August 28, 2006 to August 27, 2011.
1.5 Adjustment to the exercise price and the number of options
In the event of any right offering, stock dividend, transfer of
reserves to capital, stock split, reverse split, or merger,
which require adjustments to the price or the number of stock
after the option grant date, the Board of Directors may adjust
the number of options and the exercise price to reflect the
changes.
KOOKMIN BANK: Cancels Stock Options
-----------------------------------
On August 27, 2003, the Board of Directors of Kookmin Bank has
approved and ratified to cancel stock options, granted on March
22, 2002 as described below.
2.1 Grantee and the number of shares to be cancelled
- Name of Grantee: Jae-In Suh
- Number of shares to be cancelled: 30,000 shares
2.2 Exercise price: 57,100 Won
2.3 Exercise period: March 23, 2005 to March 22, 2010
2.4 Reasons for the cancellation
Mr. Jae-In Suh, who had been appointed as Chief Information
Officer (CIO) on January 9, 2002, resigned on July 18, 2003, and
accordingly he fell short of minimum required period of service
for the rights to the stock option granted at the time of CIO
appointment.
The Financial Supervisory Service on Monday issued a written
warning to Kim Jung-tae, President of Kookmin Bank, for his
"immoral" behavior in exercising his stock option, according to
TCR-AP. Kim was also reprimanded for mismanaging the bank's
credit card operations, incurring substantial losses in its
profits.
KOREA EXCHANGE: S&P Rates US$100M Notes 'CCC+'
----------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
Korea Exchange Bank Credit Service Co. Ltd.'s (B/Developing/C)
proposed US$100 million subordinated fixed-rate notes, which may
be increased to US$150 million.
The two-notch differential between the rating on KEB Credit and
the proposed securities follows Standard & Poor's general policy
on rating subordinated debt of entities with long-term ratings
below 'BBB-', and reflects the terms and conditions of the
proposed subordinated notes and the overall financial status of
the company.
Constraining factors on the rating on KEB Credit include its
ailing asset quality, pressure on its liquidity, poor earnings,
and substandard capitalization by international comparison.
Supporting factors include benefits from its operational
relationship with Korea Exchange Bank, and its leading market
position in revolving card and platinum card businesses,
demonstrating its marketing expertise in pursuing niche
segments.
KEB Credit's ratio of credit classified as precautionary and
below to total receivables stood at a high 27% at the end of
June 2003. Aggressive restructuring of delinquent credit raised
the ratio of restructured credit to total card receivables to
22.8% at July 2003 from 10.4% at January 2003.
"Over the medium term, improving its asset quality will be a
major challenge for KEB Credit to enhance its credit profile,"
said Standard & Poor's credit analyst Young Il Choi.
Since August 2002, KEB Credit has taken aggressive steps to et
credit limits for customers with weak repayment capabilities, to
reduce future credit risks. As a result, managed card
receivables declined by 15% to Korean won (W) 6 trillion in June
2003 from a peak of W7.1 trillion in January 2003. The
composition of KEB Credit's customer base has shifted to more
seasoned segments in terms of age and transaction history.
KEB Credit's current funding structure relies on relatively
short-term sources such as commercial paper and debentures,
inherently exposing it to refinancing risk. The company plans to
secure funding with longer maturities.
For fiscal 2003, Standard & Poor's estimates KEB Credit will
incur a loss of over W350 billion. The company's performance in
2004 should improve, but is dependent on a recovery in consumer
spending in Korea. KEB Credit's capitalization is in line with
that of its Korean peers, but is weak by international
standards. Its capital adequacy ratio as measured by Standard &
Poor's stood at 6.8% at July 2003 including all securitized
assets in its total risk assets.
The developing outlook reflects the uncertainties surrounding
the ownership of KEB, the controlling shareholder of KEB Credit.
U.S.-based investment fund Lone Star, which has agreed to
purchase 51% of KEB, has not made an official statement
regarding KEB's future support for KEB Credit. If Lone Star
directs KEB to support KEB Credit, a medium or long-term
commitment would positively affect its ratings. If Lone Star
directs KEB to sell its stake in KEB Credit, the ratings would
be revised depending on the new shareholder's credit quality and
its commitment level.
SK GLOBAL: US Trustee Unable to Appoint Creditors' Committee
------------------------------------------------------------
In spite of the U.S. Trustee's attempt to appoint an official
committee of unsecured creditors by contacting SK Global America
Inc.'s 20 largest creditors, an insufficient number of creditors
indicated their willingness to serve as Committee members.
Accordingly, U.S. Trustee Carolyn Schwartz informs the Court
that no Creditors' Committee is appointed in the Debtor's
bankruptcy case at this time. (TROUBLED COMPANY REPORTER, Issue
No. 180, September 11, 2003)
SK GLOBAL: Debtors' Motion to Maintain Cash System Approved
-----------------------------------------------------------
Pursuant to a Final Order, Judge Blackshear permits SK Global
America Inc. to maintain and continue using its existing Bank
Accounts, as well as its existing business forms and records,
and cash management system. However, the notation "debtor-in-
possession" must be placed on checks issued post petition. In
addition, Judge Blackshear orders that:
-- Bank One must be qualified by the U.S. Trustee for the
Southern District of New York as an "Authorized Bank
Depository for the Southern District of New York".
Otherwise, the Debtor will transfer all funds held in its
Bank One Accounts to a banking institution qualified as
an "Authorized Bank Depository"; and
-- the Debtor is prohibited from transferring any funds in
its Accounts, outside the United States, unless the
transfer is for payment of goods and services purchased
on or after July 21, 2003 in the ordinary course of business.
(SK GLOBAL BANKRUPTCY NEWS; Issue Number 4, September 5, 2003)
===============
M A L A Y S I A
===============
ANCOM BERHAD: Employees' Share Option Scheme Granted Listing
------------------------------------------------------------
Kindly be advised that Ancom Berhad's additional 10,000 new
ordinary shares of RM1.00 each issued pursuant to the Employees'
Share Option Scheme (Scheme) will be granted listing and
quotation with effect from 9:00 a.m., Monday, 15 September 2003.
On July 14, the Troubled Company Reporter - Asia Pacific
reported that proposes to undertake a reorganization of its
subsidiaries. Go to
http://bankrupt.com/misc/TCRAP_Ancom0714.doc,for further
details on the Proposed Reorganization.
BERJAYA GROUP: Unit Disposes of Shares to Cut Debt
--------------------------------------------------
The Board of Directors of Berjaya Group Berhad is pleased to
announce that Berjaya Forest Products (Cayman) Limited (B-
Forest), a wholly owned subsidiary of B-Group had on 8 September
2003 entered into a Sale and Purchase Agreement with 3Cs
Investment Limited (3Cs), a Cayman Islands corporation for the
disposal of 1,400,000 common shares representing approximately
17.95% of the issued and paid-up capital in Taiga Forest
Products Ltd (TFPL) for a cash consideration of CAD$11.2 million
(approximately RM31.11 million) or at CAD$8.00 per share (the
Disposal).
The Disposal was subsequently completed on 10th September 2003.
Previously, B-Forest held about 58.56% equity interest in TFPL
comprising 4,567,452 common shares. TFPL is a company
incorporated in Canada and listed on the Toronto Stock Exchange.
The company is involved in the wholesale distribution of lumber,
panel boards and specialty building products.
DETAILS OF THE DISPOSAL
Pursuant to the SPA, B-Forest agreed to dispose a total of
1,400,000 common shares in TFPL to 3Cs for a cash consideration
of CAD$11.2 million (approximately RM31.11 million).
As an integral part of the Disposal, B-Forest has also granted
an option to 3Cs to acquire up to a further 388,000 common
shares representing 4.98% of the issued and paid-up capital of
TFPL at the same consideration as the Disposal (Option). The
Option granted is not transferable and will be valid for a
period of 6 months from the date of the SPA.
The salient terms of the SPA are as follows:
a) The completion for the sale of the 1,400,000 shares of
TFPL shall take place within three (3) days from the date of the
SPA (Closing Date);
b) The final payment of CAD$11.2 million (approximately
RM31.11 million) shall be payable on the Closing Date; and
c) As a condition to the Disposal, there shall be no action
or proceeding which is pending or threatened by any person,
company, firm, governmental authority, securities commission,
regulatory body or agency to enjoin or prohibit the purchase and
sale of the shares of TFPL.
The shares of TFPL were disposed free from all encumbrances and
with all rights attaching thereto.
With the completion of the Disposal, B-Group's equity interest
in TFPL was reduced from 58.56% to 40.61% and assuming that the
Option is exercised for the entire 388,000 common shares, B-
Group's equity interest will be further reduced to 35.63%.
B-Group via its subsidiary company has held the shares of TFPL
since 1994 and its average cost of investment in TFPL amounts to
about CAD$6.80 per share.
BASIS OF THE SALE CONSIDERATION OF THE DISPOSAL
The sale consideration for the Disposal was based on a willing
buyer willing seller basis after taking into consideration
inter-alia, the audited profit after taxation of TFPL of
CAD$7.83 million for the financial year ended 31 March 2003 and
the audited net tangible assets of CAD$8.94 per share as at 31
March 2003.
RATIONALE FOR THE DISPOSAL
The Disposal will help B-Group to pay down its debt, which is in
line with the group's policy to reduce its overall gearing
level.
FINANCIAL EFFECTS OF THE DISPOSAL
On the Share Capital
There is no impact on the share capital of B-Group as the
transaction did not involve any issuance of new shares.
On the Earnings
The Disposal gave rise to an exceptional gain of USD$1.41
million (approximately RM5.38 million) (after deducting capital
gain tax payable to the Canadian Government and other direct
expenses) at company level. However, at group level it
registered a loss of USD$3.87 million (approximately RM14.71
million).
On Cash Flows
The Disposal raised gross proceeds of CAD$11.2 million
(approximately RM31.11 million), of which the net proceeds
(after tax and direct expenses) of CAD$10.7 million
(approximately RM29.72 million) will be used to pay down the
bank borrowings of B-Group. In the event that the Option is
exercised, the additional gross proceeds receivable of CAD$3.10
million (approximately RM8.61 million) will be used to pay down
further the bank borrowings of B-Group.
On Shareholders' Funds and Net Tangible Assets("NTA")
The Disposal did not have any material impact on the
shareholders' funds and NTA of B-Group.
CONDITIONS OF THE DISPOSAL
There were no regulatory requirements to be fulfilled in respect
of the Disposal.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the directors and major shareholders of B-Group or
persons connected to them had any direct and indirect interests
in the Disposal.
DIRECTORS' RECOMMENDATION
The Board of Directors of B-Group is of the opinion that the
Disposal was in the best interest of the Company.
GADANG HOLDINGS: KLSE Grants Conversion Listing Today
-----------------------------------------------------
Gadang Holdings Bhd's additional 350,000 new ordinary shares of
RM1.00 each issued pursuant to the Conversion of RM350,000
Nominal Value of 3% Irredeemable Convertible Unsecured Loan
Stocks into 350,000 New Ordinary Shares will be granted listing
and quotation with effect from 9:00 a.m., Monday, 15 September
2003.
Wrights Investors' Service reports that as of May 2002, the
company's long-term debt was RM33.39 million and total
liabilities were Rm176.16 million. The long-term debt to equity
ratio of the company is 1.08. It also reported that Company
booked losses during the previous 12 months and has not paid any
dividend during the previous three fiscal years.
KL INDUSTRIES: RCSLS Issuance Completed; Proposals Pending
----------------------------------------------------------
Kuala Lumpur Industries Holdings Berhad (Special Administrators
Appointed) refers to the announcement on 26 August 2003 in
relation to the Proposed Corporate and Debt Restructuring within
the Framework of Pengurusan Danaharta Nasional Berhad Act, 1998
(Proposals).
On behalf of KLIH, Commerce International Merchant Bankers
Berhad wishes to announce that the RM30,000,000 nominal value
redeemable convertible secured loan stocks A and RM18,500,000
nominal value redeemable convertible secured loan stocks B of
Equine Capital Berhad (ECB) have been issued on 11 September
2003.
The Proposals are still pending the completion of the following:
(i) Rights issue of up to 27,338,319 new ordinary shares of
RM1.00 each in ECB (ECB Shares) to the shareholders of KLIH
whose names appear on the record of depositors of KLIH as at 30
July 2003, at an issue price of RM1.00 per ECB Share on the
basis of nine (9) ECB Shares for every one (1) ECB Share held
after the share swap;
(ii) Offer for sale of up to 24,962,409 ECB Shares by the
unsecured creditors of KLIH to public investors on a best effort
basis at an offer price of RM1.00 per ECB Share;
(iii) Repayment to the creditors of KLIH from the rights
issue proceeds; and
(iv) Transfer of the listing status of KLIH to ECB.
LION CORP.: LCB Warrants Exercise Period Extended for A Year
------------------------------------------------------------
Lion Corporation Berhad announced that the exercise period of
the LCB outstanding warrants (Warrants) will be extended for a
period of one (1) year from 10 December 2003 to 10 December 2004
pursuant to Clause 15.1 of the Deed Poll dated 18 December 1997
as amended by the Supplemental Deed Poll dated 17 November 1999
(collectively DP) which provides, amongst others, that where the
weighted average market price (WAMP) for the LCB shares quoted
on the Kuala Lumpur Stock Exchange is not more than one hundred
and fifty percent (150%) of the exercise price of the Warrants
of RM2.60 per Warrant for a period of thirty (30) consecutive
market days prior to the cut-off date, the Warrants will be
extended for a period of one (1) year from 10 December 2003 to
10 December 2004.
The cut-off date is defined in the DP as a day falling at least
seven (7) calendar days prior to the notification date, which is
a day at least three (3) months prior to the expiry date of the
Warrants. As at the cut-off date of 2 September 2003, the WAMP
for the thirty (30) consecutive market days of the LCB shares
from 22 July 2003 to 2 September 2003 is RM0.9341 per share,
which is below one hundred and fifty percent (150%) of the
exercise price of the Warrants of RM2.60 per Warrant.
Further extensions of the Warrants, as provided for under Clause
15.1 of the DP, are subject to the above-mentioned pricing
mechanism which will allow the exercise period of the Warrants
to be further extended on an annual basis for up to two (2)
periods of one (1) year each and thereafter for up to an
additional period of one (1) year and six (6) months thereof as
follows:
(a) from 10 December 2004 to 10 December 2005;
(b) from 10 December 2005 to 10 December 2006; and
(c) from 10 December 2006 to 10 June 2008.
However, if the WAMP preceding the respective cut-off date(s) is
greater than one hundred and fifty percent (150%) of the
exercise price of the Warrants, the exercise period of the
Warrants shall not be extended any further.
LONG HUAT: Appoints E&Y as Investigative Audit Firm
---------------------------------------------------
As announced on 22 July 2003, one of the conditions imposed by
the Securities Commission on its approval on the Proposed
Restructuring Scheme of Long Huat Group Berhad was that the
Company is required to, inter-alia, appoint an independent audit
firm to conduct an investigative audit on the past losses of
LHUAT Group.
Accordingly, the Company wishes to announce that the Company,
had, on 10 September 2003, appointed Messrs Ernst & Young to
carry out the said investigative audit.
MBF HOLDINGS: Corporate Proposal Completed
------------------------------------------
MBf Holdings Berhad refers to the announcement on 28 August,
2003 pertaining to the Disposal of a piece of land known as
H.S.(D) No.3058/95, Lot P.T.1523, Mukim Padang Meha, Daerah
Kulim, Negeri Kedah measuring approximately 100.6 hectares by
Alamanda Development Sdn Bhd, a subsidiary of the Company to Eck
Construction Sdn Bhd (eECK) for a total consideration of
RM12,747,398 (Corporate Proposal) in the Notes to the Unaudited
Quarterly Report on Consolidated Results for the Financial
Quarter Ended 30 June 2003.
MBf Holdings Berhad wishes to announce that the land has been
duly transferred to ECK.
The completion of the transaction does not have any material
financial effect to the Group for the financial year ending 31
December 2003.
MEDAS CORPORATION: Inks Conditional Restructuring Agreement
-----------------------------------------------------------
On behalf of Medas Corporation Berhad, Avenue Securities Sdn Bhd
(Avenue) wishes to announce that Medas had on 10 September 2003
entered into a conditional restructuring agreement
(Restructuring Agreement) with:
(a) Datuk Abu Bakar Bin Lajim (DAB); and
(b) Teo Ah Tee @ Teo Chuan How, Teo Ah Bah @ Teo Chuang Kwee,
Teo Choon Kiat @ Teo Chuan Kit (collectively the "Emerald
Principal Shareholders")
wherein Medas, DAB and the Emerald Principal Shareholders have
agreed to undertake a restructuring scheme with the intention of
restoring Medas onto a stronger financial footing via the
injection of new viable businesses.
The proposed restructuring scheme to be undertaken shall entail
the following:
(i) Proposed capital reconstruction of Medas involving the:
(a) proposed cancellation of the entire issued and paid-up
share capital of Medas of RM14,000,000 comprising 14,000,000
ordinary shares of RM1.00 each in Medas (Medas Shares),
resulting in a credit reserve of RM14,000,000 arising in the
accounts of Medas (Proposed Cancellation);
(b) in consideration for the Proposed Cancellation, Newco, a
company incorporated or to be incorporated to serve as the
holding company to facilitate the implementation of the proposed
restructuring scheme, shall allot and issue to the shareholders
of Medas 14,000,000 ordinary shares of RM1.00 each in Newco
(Newco Shares) at par, credited as fully paid-up on the basis of
one (1) Newco Share for every one (1) Medas Share held before
the Proposed Cancellation; and
(c) forthwith and contingent upon the Proposed Cancellation,
Medas shall apply an amount of RM14,000,000 out of the credit
reserve arising in paying in full at par 14,000,000 of ordinary
shares of RM1.00 each in its share capital which shall be
allotted and issued, credited as fully paid-up to Newco.
(collectively the "Proposed Capital Reconstruction")
(ii) Proposed acquisition by Newco of the entire equity interest
in the following companies:
(a) Ideal base Sdn Bhd (IBSB);
(b) Wisma Development Sdn Bhd (WDSB);
(c) Ayer Hitam Land Sdn Bhd (AHL);
(d) Sakae Corporation Sdn Bhd (SCSB);
(e) Ayer Hitam Sawmill Company Sdn Bhd (AHS);
(f) Cheng Yew Heng Manufactory Sdn Berhad (CYH);
(g) Emerald Park Sdn Bhd (EPSB);
(h) Simpang Maju Enterprises Sdn Bhd (SME); and
(i) Taman Pahlawan Sdn Bhd (TPSB)
(collectively the "Emerald Group")
from the existing shareholders of each of the companies under
the Emerald Group (including the Emerald Principal Shareholders)
("Vendors") for a purchase consideration to be mutually agreed
by the parties on a willing buyer-willing seller basis subject
to a minimum aggregate purchase consideration of RM180 million.
Based on the minimum aggregate purchase consideration of RM180
million, the said purchase consideration shall be satisfied by
the issuance of 180,000,000 new Newco Shares at an issue price
of RM1.00 per new Newco Share (Proposed Acquisition).
The Emerald Principal Shareholders have procured an irrevocable
power of attorney from each of the Vendors for inter alia Teo Ah
Bah @ Teo Chuang Kwee to be their attorney for carrying out all
such acts in relation to their respective shareholdings in the
Emerald Group in connection with the Proposed Acquisition and
the proposed restructuring scheme;
(iii) Upon completion of the Proposed Acquisition, the Vendors
shall collectively own more than 33% of the resultant enlarged
issued and paid-up share capital of Newco. Pursuant to the
Malaysian Code on Take-overs and Mergers, 1998 (Code), the
Vendors would be required to extend a mandatory offer to acquire
the remaining Newco Shares not owned by them upon the completion
of the Proposed Acquisition.
In this respect, the Vendors intend to apply to the Securities
Commission (SC) for an exemption from having to undertake the
mandatory offer (Proposed Exemption From Mandatory Offer);
(iv) Proposed offer for sale and/or private placement of Newco
Shares to be undertaken by all or certain of the Vendors upon
completion of the Proposed Acquisition in order to meet the
public spread requirements of the Kuala Lumpur Stock Exchange
(KLSE) (Proposed Offer);
(v) Proposed disposal of 100% equity interest in Medas by Newco
(after the Proposed Capital Reconstruction) to DAB and/or his
nominees at a fair value to be determined as soon as is
practicable by an independent valuer and/or auditor (Proposed
Disposal); and
(vi) Proposed transfer of the listing status of Medas on the
Second Board of the KLSE to Newco and its subsequent promotion
to the Main Board of the KLSE (Proposed Listing Transfer).
(collectively the "Proposed Restructuring Scheme")
DETAILS OF THE PROPOSED RESTRUCTURING SCHEME
The detailed terms and conditions of the Proposed Acquisition
and Proposed Disposal will be finalized and incorporated into
the definitive agreements to be executed by the relevant
parties. Save for the aforesaid and the Proposed Offer, of which
the terms and conditions have yet to be finalized, the details
of the Proposed Restructuring Scheme are as follows:
Proposed Capital Reconstruction
Medas proposes to undertake a capital reconstruction exercise,
which entails the following:
(a) proposed cancellation of the entire issued and paid-up
share capital of Medas of RM14,000,000 comprising 14,000,000
Medas Shares, resulting in a credit reserve of RM14,000,000
arising in the accounts of Medas;
(b) in consideration for the Proposed Cancellation, Newco
shall allot and issue to the shareholders of Medas 14,000,000
Newco Shares, credited as fully paid-up on the basis of one (1)
Newco Share for every one (1) Medas Share held before the
Proposed Cancellation; and
(c) forthwith and contingent upon the Proposed Cancellation,
Medas shall apply an amount of RM14,000,000 of the credit
reserve arising in paying in full at par 14,000,000 ordinary
shares of RM1.00 each in its share capital which shall be
allotted and issued, credited as fully paid-up to Newco.
The Proposed Capital Reconstruction will be effected pursuant to
Sections 64 and 176 of the Companies Act, 1965 (the Act).
The 14,000,000 new Newco Shares to be issued pursuant to the
Proposed Capital Reconstruction shall rank pari passu in all
respects with the existing Newco Shares except that they will
not be entitled to any rights, dividends, allotment and/or other
distributions for which the relevant entitlement date precedes
the relevant issue date of the said shares.
Proposed Acquisition
Newco shall acquire the entire equity interest in each of the
companies under the Emerald Group from the Vendors (including
the Emerald Principal Shareholders) for a purchase consideration
to be mutually agreed by the parties on a willing buyer-willing
seller basis subject to a minimum aggregate purchase
consideration of RM180 million (Emerald Consideration). Based on
the minimum aggregate purchase consideration of RM180 million,
the said purchase consideration shall be satisfied by the
issuance of 180,000,000 new Newco Shares at an issue price of
RM1.00 per new Newco Share (Consideration Shares).
The minimum aggregate purchase consideration of RM180 million
for the Proposed Acquisition was arrived at on a willing buyer-
willing seller basis after taking into consideration the
proforma audited net tangible assets (NTA) of the Emerald Group
as at 31 December 2002 of RM69.87 million, and after taking into
consideration the following:
(a) Revaluation surplus of Emerald Group's properties of
RM130.77 million. KGV-Lambert Smith Hampton (Johor) Sdn Bhd, an
independent firm of professional valuer had indicatively
determined the market value of Emerald Group's properties to be
RM194.32 million; and
(b) Deferred taxation arising from the above said revaluation
of the Emerald Group's properties of RM17.16 million.
(hereinafter referred to as "Adjusted NTA")
The detailed calculation of the Adjusted NTA are as shown in
Table 1.
The proposed issue price of the Consideration Shares of RM1.00
each was arrived at after taking into consideration the
following:
(a) the 5-day weighted average market price of Medas Shares
up to 9 September 2003 of RM1.39 (being the market day preceding
the date of this announcement);
(b) the audited consolidated NTA of Medas as at 31 March 2003
of RM0.34 per Medas Share;
(c) the audited consolidated loss after taxation of Medas for
the financial year ended 31 March 2003 of RM1.39 million; and
(d) the Proposed Restructuring Scheme.
All Consideration Shares to be issued pursuant to the Proposed
Acquisition shall rank pari passu in all respects with the
existing Newco Shares except that they will not be entitled to
any rights, dividends, allotment and/or other distributions for
which the relevant entitlement date precedes the relevant issue
date of the Consideration Shares.
Further details of the Proposed Acquisition will be announced
upon the execution of the definitive agreements.
Information on the Emerald Group
Since 1985, the Emerald Group has completed 52 property
development projects of residential and mixed development
properties with an aggregate value of RM335.42 million and
totaling 4,804 units located in Johor and Melaka. Some of the
notable completed property development projects are shown in
Table 2.
The Emerald Group has available land banks totaling
approximately 647.43 acres and lands together with buildings
erected thereon totaling approximately 24.80 acres, with a total
market value of RM194.32 million based on the indicative
valuation carried out by KGV-Lambert Smith Hampton (Johor) Sdn
Bhd. Currently, the Emerald Group has 24 on-going residential
property development projects, 22 of which are on joint-venture
basis, located in Johor and Melaka with a total development
value of RM147.34 million.
Information on each company under the Emerald Group are as
follows:
(a) IBSB
IBSB was incorporated in Malaysia as a private limited company
under the Act on 27 January 1994. The authorized share capital
of IBSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which 565,000 ordinary shares have been issued
and fully paid-up. IBSB's principal activity consists of general
and property construction whilst the principal activity of its
subsidiary are as shown in Table 3.
(b) WDSB
WDSB was incorporated in Malaysia as a private limited company
under the Act on 6 November 1978. The authorized share capital
of WDSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which the entire 1,000,000 ordinary shares have
been issued and fully paid-up. The principal activities of WDSB
are that of investment holding and property development whilst
the principal activities of its subsidiaries are as shown in
Table 4.
(c) AHL
AHL was incorporated in Malaysia as a private limited company
under the Act on 31 December 1979 under the name of Taman
Bahagia Ayer Hitam Sdn Bhd. It assumed its present name on 1
September 1995. The authorized share capital of AHL is RM500,000
comprising 500,000 ordinary shares of RM1.00 each of which
262,000 ordinary shares have been issued and fully paid-up. The
principal activities of AHL are that of property development and
investment.
(d) SCSB
SCSB was incorporated in Malaysia as a private limited company
under the Act on 19 December 1991. The authorized share capital
of SCSB is RM1,000,000 comprising 1,000,000 ordinary shares of
RM1.00 each of which 500,000 ordinary shares have been issued
and fully paid-up. The principal activities of SCSB are that of
property holding and development whilst the principal activities
of its subsidiary are as shown in Table 5.
(e) AHS
AHS was incorporated in Malaysia as a private limited company
under the Act on 29 February 1960 under the name of Ayer Hitam
Sawmill Company Limited. It assumed its present name on 15 April
1966. The authorized share capital of AHS is RM10,000,000
comprising 10,000,000 ordinary shares of RM1.00 each of which
5,356,800 ordinary shares have been issued and fully paid-up.
The principal activities of AHS are that of sales of oil palm
fruits, property and investment holding whilst the principal
activities of its subsidiaries are as shown in Table 6.
(f) CYH
CYH was incorporated in Malaysia as a private limited company
under the Act on 29 December 1964 under the name of Cheng Yew
Heng Manufactory Limited. It assumed its present name on 15
April 1966. The authorized share capital of CYH is RM1,000,000
comprising 10,000 ordinary shares of RM100.00 each of which
8,000 ordinary shares have been issued and fully paid-up. The
principal activities of CYH are that of property holding and
investment.
(g) EPSB
EPSB was incorporated in Malaysia as a private limited company
under the Act on 15 October 1985 under the name of Ayer Hitam
Brick Sdn Bhd. It assumed its present name on 3 April 1989. The
authorized share capital of EPSB is RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each of which 800,000
ordinary shares have been issued and fully paid-up. The
principal activities of EPSB are that of property development
and investment whilst the principal activity of its subsidiary
are as shown in Table 7.
(h) SME
SME was incorporated in Malaysia as a private limited company
under the Act on 4 October 1978. The authorized share capital of
SME is RM500,000 comprising 500,000 ordinary shares of RM1.00
each of which 250,000 ordinary shares have been issued and fully
paid-up. The principal activity of SME is that of property
development.
(i) TPSB
TPSB was incorporated in Malaysia as a private limited company
under the Act on 14 November 1980. The authorized share capital
of TPSB is RM500,000 comprising 500,000 ordinary shares of
RM1.00 each of which 250,000 ordinary shares have been issued
and fully paid-up. The principal activity of TPSB is that of
property development. The proforma audited consolidated
financial records of the Emerald Group for the past five (5)
financial years ended 31 December 2002 are as shown in Table 8.
Tables 1 to 8 can be found at
http://bankrupt.com/misc/TCRAP_Medas0915.doc.
Proposed Exemption From Mandatory Offer
Upon completion of the Proposed Acquisition, the Vendors shall
collectively hold more than 33% of resultant enlarged issued and
paid-up share capital of Newco. In accordance with Paragraph
6(1)(a) of Part II of the Code, the Vendors are obliged to
undertake an unconditional mandatory offer for all the remaining
Newco Shares not already held by them.
In such an event, an application will be made to the SC to
exempt the obligations of the Vendors pursuant to the relevant
provisions of the Code.
Proposed Offer
Upon completion of the Proposed Acquisition, all or certain of
the Vendors shall undertake an offer for sale and/or private
placement of new Newco Shares to investors to be identified in
order to meet the public spread requirement of the Listing
Requirements of KLSE. The quantum and terms of the Proposed
Offer have not been finalized. The details of the Proposed Offer
will be announced once it has been finalized.
Proposed Disposal
Newco proposes to dispose its 100% equity interest in Medas
(after the Proposed Capital Reconstruction) to DAB and/or his
nominees at a fair value to be determined as soon as is
practicable by an independent valuer and/or auditor (Medas
Consideration). The details of the Proposed Disposal including
the utilization of proceeds will be announced once it has been
finalized.
Proposed Listing Transfer
It is proposed that the entire issued and paid-up capital of
Medas be delisted from the Official List of the Second Board of
the KLSE and that Newco be admitted to the Official List of the
Second Board of the KLSE with the listing of the entire enlarged
issued and paid-up share capital after the Proposed
Restructuring Scheme. Thereafter, Newco will seek a transfer to
the Official List of the Main Board of the KLSE.
SALIENT TERMS OF THE RESTRUCTURING AGREEMENT
The salient terms of the Restructuring Agreement include,
amongst others the following:
(i) The Proposed Restructuring Scheme is conditional upon the
following condition precedents being obtained within one (1)
year from the date of the Restructuring Agreement or by such
later date(s) as may be mutually agreed upon in writing (Cut-off
Date):
(a) the approval of the following authorities (Authorities):
* the SC, for the Proposed Restructuring Scheme;
* the Foreign Investment Committee (FIC), for the Proposed
Capital Reconstruction, Proposed Acquisition and Proposed
Disposal;
* the delisting of Medas and the approval-in-principle of
the KLSE, for the listing of and quotation for the new Newco
Shares to be issued and allotted, pursuant to the Proposed
Restructuring Scheme; and
* any other relevant authorities;
(b) the approval of the creditors of Medas (if required);
(c) the approval of the shareholders of Medas (if required);
(d) sanction and confirmation of the High Court of Malaya for
the Proposed Capital Reconstruction;
(e) the due execution and delivery of all agreements,
documents and instruments necessary to document and effect the
Proposed Restructuring Scheme including but without limitation
to the following:
* the entry into, execution and delivery of the definitive
agreement(s) by Newco and the Vendors in respect of the Proposed
Acquisition; and
* the entry into, execution and delivery of the definitive
agreement(s) by Newco and DAB (or his nominees), in respect of
the Proposed Disposal;
(f) satisfactory due diligence results on the Emerald Group;
and
(g) satisfactory due diligence results on Medas with regards
to prohibition or restriction in respect of the implementation
of the Proposed Disposal and Proposed Listing Transfer.
(ii) In the event the conditions precedent referred to in clause
(i) above are not obtained by the Cut-off Date, the
Restructuring Agreement shall be deemed to be terminated and
thereafter shall become null and void.
(iii) In the event the condition(s) of the Authorities' approval
is not acceptable to any party, the parties concerned may within
30 days from the receipt of the conditional approval, either
make an appeal against the said condition(s) or reject the said
condition(s). In default of any election by the parties to
appeal or reject the said condition(s), all parties shall be
deemed to have accepted the condition(s).
(iv) Medas, DAB and the Emerald Principal Shareholders agree
that in the event:
(a) the Emerald Consideration is varied by more than 5% by
the SC; or
(b) the Medas Consideration is varied by more than 5% by the
SC, the parties shall be allowed to renegotiate the terms and
conditions of the Restructuring Agreement and mutually agree on
a new consideration in respect of the Proposed Acquisition and
Proposed Disposal. In the event the parties are not able to
agree on the new consideration within 14 days from the date of
notification of the SC's decision, either party may terminate
the Restructuring Agreement by giving 14 days notice in writing
to the other party.
(v) Medas shall be at liberty to conduct a legal and financial
due diligence on Emerald Group (Emerald Due Diligence) for the
purposes of the Proposed Acquisition and the submissions to be
made to the Authorities for approval. The Emerald Due Diligence
shall commence on the business day immediately following the
date of the Restructuring Agreement and shall be completed
within a period of 21 days from the date on which all
information and documents first requested by Medas' advisers
have been furnished by the Emerald Group to the said advisers or
prior to the execution of the definitive agreements by Newco and
the Vendors in respect of the Proposed Acquisition, whichever is
earlier.
(vi) The Emerald Principal Shareholders (together with the
Vendors) shall be at liberty to conduct a legal due diligence on
the Medas Group (Medas Due Diligence) for the purposes of
ensuring that there are no prohibitions or restrictions in
respect of the implementation of the Proposed Disposal and
Proposed Listing Transfer. The Medas Due Diligence shall
commence on the business day immediately following the date of
the Restructuring Agreement and shall be completed within a
period of 21 days from the date on which all information and
documents first requested by the Medas' advisers have been
furnished by Medas to the said advisers or prior to the
execution of the definitive agreements by Newco and the Vendors
in respect of the Proposed Acquisition, whichever is earlier.
RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME
The Medas Group has been recording consecutive losses after
taxation for the past 5 years of approximately RM1.4 million,
RM3.4 million, RM3.2 million, RM4.1 million and RM2.7 million
for the financial years ended 31 March 2003, 2002, 2001, 2000
and 1999 respectively. As a result, Medas' consolidated NTA per
share has deteriorated to RM0.34 as at 31 March 2003. The main
objective of the Proposed Restructuring Scheme is to return
Medas to better financial standing and profitability, thereby
benefiting all stakeholders.
EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
The proforma effects of the Proposed Restructuring Scheme on the
share capital, NTA, gearing and substantial shareholdings of
Medas and Newco can only be determined upon finalization of the
detailed terms of the Proposed Restructuring Scheme. A detailed
announcement will be made in due course upon finalization of the
aforesaid terms.
However, the Proposed Restructuring Scheme is expected to
contribute positively to the future earnings and put Medas back
onto a stronger financial footing.
CONDITIONS OF THE PROPOSED RESTRUCTURING SCHEME
The Proposed Restructuring Scheme is subject to and conditional
upon approvals from, amongst others, the following:
(a) the SC;
(b) the FIC for the Proposed Capital Reconstruction, Proposed
Acquisition and Proposed Disposal;
(c) the KLSE, for the admission to the Official List and the
listing of and quotation for the entire enlarged issued and
paid-up share capital of Newco on the Main Board of the KLSE and
the delisting of Medas;
(d) the creditors of Medas (if required);
(e) the shareholders of Medas (if required);
(f) the sanction of the High Court of Malaya for the Proposed
Capital Reconstruction; and
(g) other relevant authorities.
The Proposed Capital Reconstruction, the Proposed Acquisition,
the Proposed Exemption From Mandatory Offer, the Proposed Offer,
the Proposed Disposal and the Proposed Listing Transfer are
inter-conditional upon one another.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
DAB who is the Executive Chairman and substantial shareholder of
Medas is deemed interested in the Proposed Disposal by virtue of
him being a party to the Proposed Disposal.
Encik Mohd Fariz bin Abu Bakar, a Director and substantial
shareholder of Medas, is the son of DAB and is deemed interested
in the Proposed Disposal. Puan Halina binti Ishak, a Director
and substantial shareholder, is the sister-in-law of DAB and the
spouse to Encik Hanafi bin Mamat @ Mohamed, an Alternate
Director. Accordingly, Puan Halina binti Ishak and Encik Hanafi
bin Mamat @ Mohamed are deemed interested in the Proposed
Disposal.
Accordingly DAB, Encik Mohd Fariz bin Abu Bakar, Puan Halina
binti Ishak and Encik Hanafi bin Mamat @ Mohamed have abstained
and will abstain from all deliberations and voting at the Board
meetings on the Proposed Disposal. DAB, Encik Mohd Fariz bin Abu
Bakar, Puan Halina binti Ishak and Encik Hanafi bin Mamat @
Mohamed will abstain and will also undertake to ensure that
persons connected to them, abstain from voting on the
resolutions pertaining to the Proposed Disposal in respect of
their direct and indirect shareholdings at the Extraordinary
General Meeting to be convened.
Save as disclosed above, none of the other Directors and/or
substantial shareholders and persons connected to them have any
interest, directly or indirectly, in the Proposed Restructuring
Scheme.
ADVISER
Avenue has been appointed as adviser for the Proposed
Restructuring Scheme.
INDEPENDENT ADVISER
In view of the interest of certain Directors and substantial
shareholders of Medas as disclosed in Section 9 above, an
Independent Adviser will be appointed to advise Medas'
independent shareholders as to whether the Proposed Disposal is
fair and reasonable so far as the shareholders are concerned and
whether the Proposed Disposal is to the detriment of independent
shareholders. The announcement in relation to the appointment of
the Independent Adviser will be made in due course.
OTHER MATTERS
A detailed announcement in compliance with the relevant
provisions of the Listing Requirements of KLSE and the SC's
Policies and Guidelines On Issues/Offer of Securities will be
made in due course upon the finalization of the all detailed
terms of the Proposed Restructuring Scheme and the execution of
the definitive agreements for the Proposed Acquisition and
Proposed Disposal.
Barring any unforeseen circumstances, the Proposed Restructuring
Scheme is expected to be completed within 12 months from the
date of this announcement.
DOCUMENTS FOR INSPECTION
The Restructuring Agreement may be inspected at the registered
office of Medas at 3rd Floor, 17, Jalan Ipoh Kecil, 50350 Kuala
Lumpur during normal business hours from Mondays to Fridays
(except public holidays) for a period of three (3) months from
the date of this announcement.
METACORP BERHAD: Unit Inks RM71M Credit Facility Agreement
----------------------------------------------------------
Exclusive Skycity Sdn Bhd (ESSB), a wholly-owned subsidiary of
Metacorp Berhad had on 8th September 2003, executed a Facilities
Agreement with Bumiputra-Commerce Bank Berhad (Lender) and
Commerce International Merchant Bankers Berhad (CIMB) as lead
arranger and facility agent, for Credit Facilities (Facilities)
of Ringgit Malaysia Seventy One Million Only (RM71,000,000.00)
comprising (a) a Fixed Rate Long Term Loan Facility of Ringgit
Malaysia Forty Million (RM40,000,000) only (TL Facility) and (b)
a Revolving Credit Facility of Ringgit Malaysia Thirty One
Million (RM31,000,000) only (RC Facility).
The tenors of the TL Facility and the RC Facility are for a
period of 8 years and 5 years respectively commencing from the
date of the first drawdown of the TL Facility and the RC
Facility respectively. Interest on the TL Facility is chargeable
at a fixed rate of 6.00% per annum. Interest on the principal
amount of RC Facility is chargeable at 1.00% per annum over the
Lender's prevailing cost of funds.
The purpose of the Facilities is to part-finance the purchase of
the property known as Bangunan Shell Malaysia (Property).
ESSB had also executed an Assignment Of Designated Accounts, an
Assignment Of Lease Agreements And Insurance Policies (in
relation of the Property), first ranking Debenture creating a
fixed and floating charge over all the undertakings of ESSB and
first ranking National Land Code Charge over the Property, all
dated 8th September 2003, as securities for the Facilities.
Metacorp Berhad had also executed a Corporate Guarantee of
RM71.0 million and an undertaking to remain the 100% shareholder
of ESSB, both dated 8th September 2003, in favor of CIMB, as
security agent for the Lender, as additional securities for the
Facilities.
None of the Directors or Major Shareholders of the Company or
persons connected to them have any interest, direct or indirect
in the Facilities.
PARK MAY: Securities Subjected to Trading Restriction
-----------------------------------------------------
Park May Berhad had its listed securities subjected to trading
restrictions for its failure to comply with the original time
frames specified in Practice Note 4/2001 (PN4) to regularize its
financial condition, effective from 9:00 am, Friday, 12
September 2003.
This trading restriction is in the form of full payment before
purchase and will continue to be imposed on the Company until
the Company no longer triggers the criteria prescribed in
paragraph 2.0 of PN4, namely trading restriction will be imposed
on Company until the implementation of the Company's
regularization plan.
SITT TATT: SC OKs Proposals Implementation Extension Request
------------------------------------------------------------
Sitt Tatt Berhad refers to the announcement dated 15 August 2003
in relation to the application to the Securities Commission (SC)
for an extension of time from 28 August 2003 to 28 February 2004
for Sitt Tatt to complete the implementation of the Proposals
involving Proposed Rights Issue And Proposed Employee Share
Option Scheme (Extension).
On behalf of Sitt Tatt, Malaysian International Merchant Bankers
Berhad is pleased to announce that the SC has vide its letter
dated 8 September 2003, approved the Extension as proposed.
SRI HARTAMAS: Unit Placed Under Creditors' Voluntary Winding Up
---------------------------------------------------------------
The Special Administrators of Sri Hartamas Berhad, being the
ultimate holding company of Sistem Kejuruteraan Sri Hartamas Sdn
Bhd (SKSH), wish to inform that the directors of SKSH had on 10
September 2003 resolved:
* that SKSH cannot by reason of its liabilities continue its
business and that it be wound up voluntarily;
* that pursuant to Section 255 of the Companies Act, 1965,
Tam Kok Meng c/o Tam & Associates Corporate Services Sdn Bhd, D-
8-3 Level 10 Block D, Menara Uncang Emas, 85 Jalan Loke Yew,
55200 Kuala Lumpur, be and is hereby appointed as Provisional
Liquidator for the purpose of the winding up; and
* that separate meeting of members and creditors of the
Company be convened on 3 October 2003 pursuant to Section
255(1)(b) of the Companies Act, 1965.
As at 30 June 2002 the shareholder's deficit of SKSH was
RM143,501,904 and SKSH suffered a loss of RM17,337,517 for the
year then ended. The aforesaid liquidation will not have any
material operational impact on Sri Hartamas Group of Companies.
TA ENTERPRISE: Dormant South African Unit Seeks De-registration
---------------------------------------------------------------
The Board of Directors of TA Enterprise Berhad announced that
Inferprop (Proprietary) Limited (Inferprop), a wholly-owned
subsidiary of the Company in South Africa, has on 10 September
2003 applied to the Department of Trade and Industry of South
Africa for de-registration.
Inferprop has been dormant and inactive since incorporation. The
paid-up capital of Inferprop is ZAR100 (equivalent to about
RM52) comprising of 100 ordinary shares of ZAR1.00 each.
The above transaction has no financial effect on the Company.
TAT SANG: Exec-Dir Lim Siew Chin Steps Down From Post
-----------------------------------------------------
Tat Sang Holdings Berhad posted this Change in Boardroom Notice:
Date of change : 10/09/2003
Type of change : Resignation
Designation : Executive Director
Directorate : Executive
Name : LIM SIEW CHIN
Age : 46
Nationality : MALAYSIAN
Qualifications : NIL
Working experience and occupation : ASSISTING IN THE OVERALL
MANAGEMENT AND SUPERVISION OF TSHB'S OPERATION SINCE ITS
INCEPTION.
Directorship of public companies (if any) : NIL
Family relationship with any director and/or major shareholder
of the listed issuer : SHE IS THE SISTER OF LIM CHAI HOCK WHO
HOLDS 8,927,351 ORDINARY SHARES IN TAT SANG HOLDINGS BERHAD
Details of any interest in the securities of the listed issuer
or its subsidiaries : SHE HOLDS 986 ORDINARY SHARES OF RM1.00
EACH IN TAT SANG HOLDINGS BERHAD
The Troubled Company Reporter - Asia Pacific reported that the
Kuala Lumpur Stock Exchange has issued a letter dated 8 August
2003 informing that the removal of the Company's securities from
the Official List of the KLSE shall be deferred pending the
decision on the appeal by the KLSE Committee.
TONGKAH HOLDINGS: Disposes Quoted Securities
--------------------------------------------
Tongkah Holdings Berhad had on 9 September 2003 and 10 September
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 3 September 2003 and 4 September 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_Tongkah0915.doc
for information on the securities disposed.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: ERC Updates Refund Status
------------------------------------------
Energy Regulatory Commission (ERC) Chairman Manuel R. Sanchez
announced that the Manila Electric Company (Meralco) is still in
the process of complying with the August 31, 2003 deadline set
by the Commission to complete the first phase of refund for all
residential and general service customers with consumption level
of 100 kWh and below, according to the Philippine Department of
Energy.
Meralco has a total of about PhP2.1 billion cash refund to this
group. Said amount was computed based on the total kWh
consumption from February 1994 to May 2003. The number of
customers in the first phase was placed at around 2 million with
total consumption of 12 billion kWh for the past 9 years.
As of August 25, 2003, Meralco has refunded a total amount of
about PhP1.7 billion for some 1.5 million customers.
Phase II of the cash refund started September 1, 2003 and is
expected to be completed not later than December 31, 2003. This
group consists of residential and general service customers
whose consumption is 101 to 300 kWh as of April 2003.
In total, Meralco has cash refund amounting to about PhP4.6
billion for this group. This amount was computed based on the
total kWh consumption from February 1994 to May 2003. The total
number of customers for this group is estimated at 2.3 million.
The above-mentioned figures on estimated cash refund for each
phase as well as the total number of customers per customer
group are still subject to validation (still on-going) by
Meralco's external auditor. Meralco shall submit to the
Commission the appropriate certification upon completion of the
validation process.
Earlier, Meralco submitted to ERC the detailed guidelines and
procedures for processing refund for Phase II, and its refund
release schedule.
The guidelines provide that registered customers of active
accounts eligible for the second phase will be notified in their
bills on the details of how and where to claim their refund. For
terminated contracts, announcements published in newspapers of
general circulation will advise customers to contact Meralco
thru the Refund Hotline (1622-8888) in order to confirm if they
are qualified for refund.
Meralco also requested ERC for an extension of time for the
submission of the proposed procedures for the implementation of
Phases III and IV of the refund scheme, together with the total
amount involved for each phase. The power distributor said that
it expects to complete the plan by early November 2003.
MANILA ELECTRIC: ERC Unable to Cancel Contracts with IPPs
---------------------------------------------------------
The Energey Regulatory Commission (ERC) Chairman Manuel R.
Sanchez said that "the Commission cannot cancel outright the
purchase power contracts of Manila Electric Company (Meralco)
with its independent power producers (IPPs); namely, First Gas
Power Corporation (FGPC) and Quezon Power Limited (QPL)."
"These are private contracts between Meralco and the IPPs. ERC's
authority over these contracts is limited to review of rates to
be recovered from end-users," Sanchez noted.
Sanchez issued this statement in answer to the demand of the
National Association of Electricity Consumers for Reforms
(NASECORE) for ERC to cancel said contracts. The above consumer
group claims that ".despite its (Meralco) renegotiation with
FGPC and QPL, the power generated from the two private IPPs are
still more expensive than those from the government-run National
Power Corporation (Napocor)."
NASECORE President Pete Ilagan stressed that "if FGPC and QPL
cannot lower their power rates to the level of Napocor rates
then the ERC should withdraw its approval to these contracts.
The ERC can motu propio do this under the Electric Power
Industry Reform Act."
The ERC chief further clarified that "the purchased power
contracts were properly approved by the then ERB in accordance
with its rules and regulations. Thus, any action to question the
validity of said contracts should be done in accordance with
ERC's rules and regulations. A formal pleading should be filed
to this effect to give Meralco and the petitioner a chance to be
heard and for the Commission to be given a reasonable basis for
its action."
NATIONAL POWER: 19 Firms Eye Generating Assets
----------------------------------------------
At least 19 firms have expressed interest to bid for the
generating assets of National Power Corporation (Napocor), the
Philippine Star said on Friday, citing the Power Sector Assets
and Liabilities Management Corp. (PSALM).
The interested firms include U.S. based Mirant Corporation, JP
Morgan Chase & Co., Chubu Electric Power Co., Mitsubishi
Corporation and Marubeni Corporation. Last week, it was reported
that First Gas Holdings Corp. of the Lopezes showed interest in
joining the bidding, which is scheduled in the last quarter of
this year. The interested parties would have until October 4 to
formally submit to PSALM the list of the assets they want to
purchase.
PHILIPPINE LONG: Declares Cash Dividends
----------------------------------------
In compliance with Section 17.1 (b) of the Securities Regulation
Code, the Board of Directors of Philippine Long Distance
Telephone Co. (PLDT) disclosed that its meeting held on
September 2, 2003 declared the following cash dividends:
1. P1.00 per outstanding share of the Company's Series B 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending August 31, 2003, payable on September 30, 2003 to
the holders of record on September 16, 2003.
2. P1.00 per outstanding share of the Company's Series F 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending August 31, 2003, payable on September 30, 2003 to
the holders of record on September 16, 2003.
3. P1.00 per outstanding share of the Company's Series Q 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending August 31, 2003, payable on September 30, 2003 to
the holders of record on September 16, 2003.
4. P1.00 per outstanding share of the Company's Series V 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending August 31, 2003, payable on September 30, 2003 to
the holders of record on September 16, 2003.
5. P1.00 per outstanding share of the Company's Series Z 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending August 31, 2003, payable on September 30, 2003 to
the holders of record on September 16, 2003.
6. P1.00 per outstanding share of the Company's Series E 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending September 30, 2003, payable on October 31, 2003 to
the holders of record on September 25, 2003.
7. P1.00 per outstanding share of the Company's Series K 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending September 30, 2003, payable on October 31, 2003 to
the holders of record on September 25, 2003.
8. P1.00 per outstanding share of the Company's Series O 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending September 30, 2003, payable on October 31, 2003 to
the holders of record on September 25, 2003.
9. P1.00 per outstanding share of the Company's Series U 10
percent Cumulative Convertible Preferred Stock, for the annual
period ending September 30, 2003, payable on October 31, 2003 to
the holders of record on September 25, 2003.
10. $1.029412 per outstanding share of the Company's Series
III Convertible Preferred Stock, payable on October 15, 2003 to
the holders of record on September 25, 2003.
11. P12,420,000.00 on the Company's Series IV Cumulative Non-
Convertible Redeemable Preferred Stock, payable on September 15,
2003 to the holders of record on September 12, 2003.
12. P4.675 per outstanding share of the Company's Series V
Convertible Preferred Stock, payable on October 15, 2003 to the
holders of record on September 19, 2003.
13. $.09925 per outstanding share of the Company's Series VI
Convertible Preferred Stock, payable on October 15, 2003 to the
holders of record on September 19, 2003.
14. JY10.179725 per outstanding share of the Company's Series
VII Convertible Preferred Stock, payable on October 15, 2003 to
the holders of record on September 19, 2003.
After a long battle that reached the Supreme Court, the
Philippine Long Distance Telephone Company (PLDT) finally paid
Davao city government 16 million pesos out of its 25 million
pesos franchise tax dues, TCR-AP reported recently. Acting city
treasurer, Rodrigo Riola, said that the Davao city government
aims to collect the balance from the PLDT after the City Legal
Office gives an opinion denying the request of the telecom firm
for the waiver of surcharges and interests.
URBAN BANK: Court Dismisses Criminal Case V. BSP Officials
----------------------------------------------------------
The Supreme Court has denied a petition to try Bangko Sentral ng
Pilipinas (BSP) Governor Rafael B. Buenaventura and 20 others on
criminal charges arising from the closure of Urban Bank and its
affiliates in April 2000, BSP reported on Thursday.
The original complaint, which was filed by lawyer Benjamin F.S.
Tabios, Jr. was earlier dismissed by the Office of the Ombudsman
for lack of "clear and sufficient basis." Tabios later elevated
the case to the Court of Appeals, which also dismissed it.
This developed as former Urban Bank President Teodoro C.
Borlongan reportedly asked the Supreme Court to reverse a ruling
of the Ombudsman dismissing his own falsification charges
against BSP officials also over the Urban Bank closure.
Assistant Governor Juan de Zuniga, Jr., BSP General Counsel,
said the BSP has yet to receive copy of Borlongan's new petition
but expressed confidence that the BSP would have good grounds to
oppose it.
Zuniga drew a parallel between Borlongan's charges and the
petition of Tabios just dismissed by the Supreme Court. He said
the Ombudsman had dismissed Borlongan's charges twice.
In a minute resolution dated August 11, 2003, the Supreme Court
Third Division denied Tabios' petition for review on certiorari
"for failure of petitioner to show that the appellate court had
committed a reversible error."
In dismissing the Tabios case, the Ombudsman said "it is against
logic and human behavior for the respondents who are the highest
officials of BSP and members of the prestigious Monetary Board
to resort to fabrication of a very insignificant matter when the
principal officials (referring to Teodoro Borlongan, then
President, and Arsenio Bartolome, then Board Chairman) of UBI,
the mother company of UDB, had previously notified BSP officials
of UBI's declaration of bank holiday, which UDB followed suit
being a mere "subsidiary". The Ombudsman said "the case of UDB's
closure was precipitated by its own declaration of a bank
holiday."
The Ombudsman chided Tabios for making a "shotgun approach by
impleading as many respondents as he could." As it turned out,
the Ombudsman said, "the complaint affidavit did not present
proofs to establish the elements of the ascribed crimes."
For a copy of the press release, go to
http://www.bsp.gov.ph/news/2003-09/news-09112003b.htm
=================
S I N G A P O R E
=================
ARMSTRONG INDUSTRIAL: Units Enters Voluntary Liquidation
--------------------------------------------------------
The Directors of Armstrong Industrial Corporation Limited
(Armstrong) announced that in order to streamline the
organizational structure and to divest a non-core business of
the Group, International Four Strong Pte Ltd, a 60 percent-owned
subsidiary, held through wholly-owned subsidiary, Armstrong
Rubber Manufacturing Pte Ltd, has been placed under members'
voluntary liquidation:
Mr. J.K. Medora of Messrs J.K. Medora & Co of 9 Battery Road,
Straits Trading Building, #13-10/12, Singapore 049910 has been
appointed as Liquidator of International Four Strong Pte Ltd.
The voluntary liquidation of the above subsidiary will have no
impact on the business or affairs of the Company or any
significant effect on the consolidated net tangible assets per
share and the consolidated earnings per share of the Company and
its subsidiaries for the year ending 31 December 2003.
By order of the Board
Chuang Sheue Ling
Company Secretary
10 September 2003
BOMIN ELEVEN: Creditors to Submit Claims by October 6
-----------------------------------------------------
The creditors of Bomin Eleven (Singapore) Private Limited (In
Members' Voluntary Liquidation), which is being wound up
voluntarily are required on or before the 6th day of October
2003 to send in their names and addresses and particulars of
their debts or claims, and the names and addresses of their
solicitors (if any) to the undersigned, the liquidator of the
Company and, if so required by notice in writing by the
liquidator are, by their solicitors or personally, to come in
and prove their debts or claims at such time and place as shall
be specified in such notice, or in default thereof they will be
excluded from the benefit of any distribution made before such
debts are proved.
HAMISH ALEXANDER CHRISTIE
Liquidator.
c/o 16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581.
FOUNDERS INDUSTRIES: Issues Notice to Creditors
-----------------------------------------------
Notice is hereby given that the creditors of Founders Industries
Pte Ltd (In Members' Voluntary Liquidation), which is being
wound up voluntarily are required on or before the 6th day of
October 2003 to send in their names and addresses and
particulars of their debts or claims, and the names and
addresses of their solicitors (if any) to the undersigned, the
liquidator of the Company and, if so required by notice in
writing by the liquidator are, by their solicitors or
personally, to come in and prove their debts or claims at such
time and place as shall be specified in such notice, or in
default thereof they will be excluded from the benefit of any
distribution made before such debts are proved.
HAMISH ALEXANDER CHRISTIE
Liquidator.
c/o 16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581.
MTQ CORPORATION: Portuguese Unit Enters Liquidation
---------------------------------------------------
The Board of Directors of MTQ Corporation Limited (MTQ)
announced that the liquidation of its subsidiary, Metsing-
Fabrico De Componentes De Maquinaria Diesel E Industrial, Lda
(Metsing-Fabrico), incorporated in Portugal, has been finalized.
The above transaction is not expected to have any material
impact on the consolidated net tangible assets per share and
earning per share of MTQ for the financial year ending 31 March
2004.
NAGANO DYNAMICS: Issues Notice of First & Final Dividend
--------------------------------------------------------
Nagano Dynamics Pte Ltd (In Court Winding Up) issued a notice of
first and final dividend as follows:
Address of Registered Office: c/o 47 Hill Street #05-01
Chinese Chamber of Commerce &
Industry Building
Singapore 179365.
Amount Per Centum: 7.624579 Per Centum.
First & Final or Otherwise: First & Final Dividend.
When Payable: 10th September 2003.
Where Payable: Foo Kon Tan Grant Thornton
47 Hill Street #05-01
Chinese Chamber of Commerce &
Industry Building
Singapore 179365.
KON YIN TONG
Liquidator.
47 Hill Street #05-01
Chinese Chamber of Commerce & Industry Building
Singapore 179365.
===============
T H A I L A N D
===============
BANGKOK RUBBER: Discloses Share Offering Results
------------------------------------------------
B.R.C. Planner Company Limited, as the Plan Administrator of
Bangkok Rubber Public Company Limited, disclosed the results of
its share offering:
1. Information relating to the
share offering (Debt to equity conversion according
to the Business Reorganization Plan)
- Class of shares offered : Common Shares
- Number of shares offered: 83,001,047 Shares
- Offered to : Creditors have the right on
which the court or the official receiver issues
final order to receive repayment to debt.
- Price per share : Bht. 17 per share
(Debt to equity conversion according to
the amount as specified in the Business
Reorganization Plan)
- Date of conversion : 28 August 2003
2. Results of the share sale
( ) totally sold
( X ) partly sold, with 54,202,780 shares remaining
The company will deal with the remaining shares as follows:
According to the Business Reorganization Plan, Creditors will
receive repayment of debt by way of debt to equity conversion
within 150 days from the later of the date on which the Court
approves the Plan and the date on which the Court issues final
order to receive repayment of debt. At present, there still
creditors who have not yet received the final order from the
Court or the Official receiver to receive repayment of debt.
Therefore, the company will implement the debt to equity
conversion especially the creditors who received final order to
receive repayment of debt. If the Court or the Official receiver
issues final order to receive repayment of debt increasingly,
the company will allocate shares to each creditor for repayment
of debt.
3. Amount of money received from the share sale
Total amount : Bt264,576,780 (The total decreased debt)
CHRISTIANI & NIELSEN: Submits 2003 Consolidated Balance Sheets
--------------------------------------------------------------
CN Advisory Company Limited, as the Plan Administrator of
Christiani & Nielsen (Thai) Public Company Limited, submitted
the Company's consolidated Pro-forma Balance Sheets, which is
the forecast based on the Company's consolidated financial
statements as of 30 June 2003, unaudited but review.
The forecast is made by the Company's management team on the
assumption of Company's restructuring; Group restructuring,
capital restructuring and debt restructuring in accordance with
the Company's reorganization plan approved by the Central
Bankruptcy Court on 2nd May 2003.
A copy of the Consolidated Pro-forma Balance Sheets can be
viewed at http://bankrupt.com/misc/TCRAP_CNT0915.pdf.
RAIMON LAND: Board Approves Capital Increase
--------------------------------------------
Raimon Land Public Company Limited notified the resolutions of
the Board of Directors meeting No. 2/2003, held on 8 September
2003, as follows:
1. Adoption of the Minutes of the Board of Directors meeting of
the Company No. 1/2003.
2. Unanimous approval for submission to the Shareholders meeting
for consideration of appointment of Mr. Kitti Tungsriwong as
Director and Executive Director of the Company.
3. Unanimous approval for submission to the Shareholders meeting
for consideration of change of the names and number of the
Directors who can sign to bind the Company.
4. Unanimous approval for the Company to sell the ordinary
shares in Raimon Tower Co., Ltd., being a subsidiary in which
the Company holds 671,700 shares or being equivalent to 95.96%
of the paid-up registered capital, to Kudu Group Co., Ltd., in
the amount of 315,000 shares or being equivalent to 45% of the
paid-up registered capital of Raimon Tower Co., Ltd., priced at
approximately Bt115.17 per share, totaling to Bt36,280,000.
5. Unanimous approval for submission to the Shareholders meeting
for consideration and approval of the amendment to Articles 4
and 8 of the Articles of Association.
6. Unanimous approval for submission to the Shareholders meeting
for consideration and approval for the Company to issue and
offer 29,990,400 ordinary shares, par value of Bt5 per share, to
be allotted and offered in entirety or to be portioned and
offered in lots from time to time as deemed appropriate, to
investors in private placement and/or institutional investors
categorized under the Notification of the Securities and
Exchange Commission, No. Kor. Jor. 12/2543
The Board agreed in principal subject to finalization of
satisfactory terms and conditions to appoint Seamico Securities
Plc. as placement agent for this future private placement.
7. Unanimous approval for appointment of the Remuneration
Committee to consider only in this occasion the allocation of
warrants to buy ordinary shares of the Company to the Directors
and the Employees of the Company.
8. Unanimous approval for submission to the Shareholders meeting
for consideration and approval for the Company to issue and
offer warrants to buy ordinary shares (Warrants RAIMON-W2) to
the Directors and the Employees of the Company.
9. Unanimous approval for submission to the Shareholders
meeting for consideration and approval of increasing the
registered capital of the Company, from the existing amount of
Bt2,249,280,000 to Bt2,466,710,400; namely, to increase the
registered capital by another Bt217,430,400 by issuing
43,486,080 new ordinary shares, par value of Bt5 per share, and
the said entire newly issued ordinary shares shall be allotted.
10. Unanimous approval for submission to the Shareholders
meeting for consideration and approval of an amendment to Clause
4 of the Memorandum of Association to be in line with the
increase of the registered capital.
11. To consider for confirmation of reservation of the ordinary
shares for accommodating the exercise of the holders of Warrants
RAIMON-W and adjustment of the exercise ratio and the exercise
price of the Warrants RAIMON-W.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
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