/raid1/www/Hosts/bankrupt/TCRAP_Public/030917.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Wednesday, September 17, 2003, Vol. 6, No. 184
Headlines
A U S T R A L I A
AMP LIMITED: Former Agent Moses Pleads Guilty
AMP LIMITED: Issues Update on Demerger Proposal
AMP LIMITED: Posts Director's Change in Interest Notice
ANALYTICAL LIMITED: Discloses H103 Financial Report
AUSTRALIAN MAGNESIUM: Write-Downs In Line With Expectations
TRANZ RAIL: Toll Holdings Pays Broker Handling Fee
C H I N A & H O N G K O N G
CHINADOTCOM CORPORATION: Unit Terminates e-Lux Acquisition
FUJIAN GROUP: Cuts Q103 Net Loss to HK$75.229M
HK GAME: Winding Up Sought by New Era
ORIENTECH LIMITED: Winding Up Hearing Scheduled in October
RITEK CORP.: S&P Rates US$160M Bonds 'B+'; Outlook to Stable
SAME TIME: Capital Reorganization Effectuated
VICTORY GROUP: Narrows Operations Loss to HK$1.120M
WING'S (HK): Faces Winding Up Petition
I N D O N E S I A
ASTRA GRAPHIA: Principal Debt Payable by 2008
PAITON ENERGY: S&P Raises Rating to 'B-'; Outlook Stable
J A P A N
MATSUSHITA ELECTRIC: Eyes SG$150 Million Investment in Singapore
MITSUKOSHI LTD.: First-half Profits Miss Forecast by JPY2.5B
NTT DOCOMO: Denies Rumored Shutdown of Handyphone Unit
K O R E A
HANARO TELECOM: LG Group to Match AIG's US$500 Million Offer
SK GLOBAL: Aims to Resume Normal Trading Next Month
SK GLOBAL: Regulator Defers Payment of Fine; Allows Installment
M A L A Y S I A
CHASE PERDANA: KLSE Grants RCULS Listing Today
GANAD CORP.: Appoints Messrs Horwath as Investigative Audit Firm
HARN LEN: Provisional Liquidator Appointed to Unit
KL INDUSTRIES: Rights Issue Book Closing Friday
LAFARGE MALAYAN: Units Placed Under Voluntary Liquidation
LONG HUAT: Winding Up Petition Hearing Adjourned to Dec 4
MEDAS CORPORATION: Answers KLSE's Restructuring Scheme Query
METACORP BERHAD: Unit's Toll Concession Ceased
PAN PACIFIC: Provides August Defaulted Payment Status Update
PWE INDUSTRIES: To Submit Restructuring Exercise Application
RNC CORPORATION: Appoints Dato' Keo Kheh Toh as Director
SIN KEAN: CCM Strikes Off Subsidiary
SIN KEAN: Court Postpones Unit's Summary Judgment Hearing
TA ENTERPRISE: Proposes ESOS Termination
TAP RESOURCES: 8th AGM Scheduled October 8
P H I L I P P I N E S
MANILA ELECTRIC: Moody's, S&P Closely Monitoring Firm
MONDRAGON INTERNATIONAL: Moves AGM to Early Next Year
MONDRAGON INTERNATIONAL: Insists Legality of MoU Rescission
NAT'L STEEL: Seeks Court Nod for IUBAC Memorandum of Agreement
S I N G A P O R E
KOREA EXCHANGE: Financial Fundamentals 'Weak,' Says Moody's
T H A I L A N D
MODERN HOME: Explains Auditor's Financial Statement Opinion
MODERN HOME: Planner Clarifies H103 Operations Results
NATURAL PARK: Discloses Asset Investment Details
RAIMON LAND: Reduces Registered Capital in Strategic
THAI PETROCHEMICAL: Planner Submits Amended, Reviewed Q203 F/S
- - - - - - - -
=================
A U S T R A L I A
=================
AMP LIMITED: Former Agent Moses Pleads Guilty
---------------------------------------------
Mr Harold Frederick Moses, a former AMP Superannuation agent,
has pleaded guilty in the Sydney District Court to one charge
laid by the Australian Securities and Investments Commission
(ASIC).
Mr Moses, 37, of Vaucluse, Sydney, pleaded guilty to one count
of defrauding a former client. The charge was brought under the
NSW Crimes Act.
Mr Moses operated a superannuation intermediary business through
his company Baxters Holdings Pty Ltd (Baxters). An administrator
was appointed to Baxters in January 1998.
An ASIC investigation found that between 1993 and 1998, Mr Moses
accepted approximately $318,000 in compulsory employer
superannuation contributions from his client, but failed to
remit those contributions to the relevant superannuation funds,
AMP and Host-Plus.
Mr Moses resigned as an AMP agent in June 1994 but continued to
receive the superannuation contributions from his client.
AMP has subsequently compensated Mr Moses' client for the losses
suffered.
Mr Moses will be sentenced on 3 October 2003.
The matter is being prosecuted by the Commonwealth Director of
Public Prosecutions.
AMP LIMITED: Issues Update on Demerger Proposal
-----------------------------------------------
AMP Chief Executive Officer Andrew Mohl on Tuesday has provided
the market with an update on the progress of the company's
demerger proposal.
Explanatory Memorandum (EM)
In late August 2003, the UK regulator the Financial Services
Authority (FSA) released an industry consultation paper, which
proposes new rules to determine capital requirements for UK life
insurers (also known as `realistic solvency' requirements). The
new rules will begin in 2004 following feedback from industry
and prescription of requirements by the FSA. These potential
changes are an important driver of AMP's UK Life Services
business plans. AMP and consulting actuaries Tillinghast are
working through the consultation paper and discussing likely
outcomes with the FSA to ensure the EM reflects potential
impacts of the proposed new rules. The work on realistic
solvency is also critical to the finalization of AMP's UK life
companies' market-consistent embedded values (also known
as modified EV), which is also being prepared by Tillinghast.
This will be the first time this analysis has been produced for
a UK life company. AMP now plans to lodge its EM with the
Australian Securities & Investments Commission (ASIC) in early
October, rather than 19 September 2003 as originally planned.
The EM is expected to be available publicly by late October.
Outline of capital structures
Subject to receiving necessary regulatory and Board approvals,
AMP will provide details of the capital structures of `new' AMP
and `new' Henderson to the market in October, ahead of the
finalization of the EM with ASIC and court approval.
Demerger timetable AMP remains committed to completing the
demerger this year. "While our timetable is tight, the demerger
remains achievable by the end of 2003," Mr Mohl said.
AMP LIMITED: Posts Director's Change in Interest Notice
-------------------------------------------------------
AMP Limited has provided a Change of Director's Interest Notice
in respect of Meredith Hellicar and Richard John Grellman.
Hellicar:
No. of securities held after change: 14,183 Ordinary Shares held
in the name of David Latrobe Foster & Meredith Hellicar Foster
ATF Kinnoul Super Fund.
Grellman:
Number of securities held after change: 10,646 ordinary shares.
ANALYTICAL LIMITED: Discloses H103 Financial Report
---------------------------------------------------
Analytica Ltd released its Annual Financial Report for the year
ended 30 June 2003. The Annual Report includes Corporate
Information, Chairman's Letter, Director's Report, Corporate
Governance Statement, Director's Declaration, Statement of
Financial Performance, Statement of Financial Position,
Statement of Cash Flows, Notes to the Financial Statements,
Independant Audit Report, and Shareholders Information.
To see full copy of the Reports as well as
Appendix 4E, go to http://bankrupt.com/misc/TCRAP_ALT0917.pdf.
On July 24, the Troubled Company Reporter - Asia Pacific
reported that Analytica Ltd proposed to make a takeover bid for
all of the ordinary shares in SSH Medical Limited. The bid will
be made off-market. The essential elements of the proposed bid
are:
* The bid will offer one Analytica share for each share held
in SSH;
* The bid therefore values the companies approximately
equally, after completion of certain transactions also announced
on Tuesday;
* The bid will be subject to acceptances from the holders of
at least 75% of the ordinary shares in SSH;
* The bid will be subject to the successful completion of the
$3 million rights issue, which, Analytica has announced on
Tuesday. That issue will be fully underwritten by Australian
Technology Innovation Fund Ltd, which is a major shareholder in
the Company, as well as in Psiron Limited, which is Analytica's
largest shareholder.
AUSTRALIAN MAGNESIUM: Write-Downs In Line With Expectations
-----------------------------------------------------------
Australian Magnesium Corporation Limited (AMC) reported a
consolidated loss of $813 million for the financial year to 30
June 2003. As foreshadowed to shareholders and the market in
June this year, the loss is largely the result of a recoverable
amount adjustment for the Stanwell Magnesium Project, which has
been placed on care and maintenance.
The net recoverable amount adjustment for the Stanwell Magnesium
Project included in the consolidated loss was $756 million.
An additional adjustment of $38 million was made as the net
result of one-off provisions and restructuring costs including a
$17 million recoverable amount adjustment for AMC's QMAG
business.
AMC's underlying operating loss of $18 million compares to $9
million for the previous corresponding period, due mainly to a
lower contribution from QMAG and higher corporate costs
associated with the build-up for the Stanwell Magnesium Project.
While the Stanwell assets have been written down to what are
effectively salvage levels, assets costing over $350 million are
available, if the currently designed plant was to be built at
Stanwell. In accordance with the Company's accounting policy, no
value has been ascribed to a range of intellectual property
assets of the Company.
Future potential value
AMC Chairman, Dr Roland Williams, said the carrying value of the
Stanwell Magnesium Project (SMP), had been written down, in
accordance with Australian accounting standards. "However, AMC's
objectives are to maximize the value in use of he project
assets preserved by the Company by identifying opportunities to
proceed with a plant along similar lines to the current design."
"Should AMC succeed in attracting partners to this project, SMP
assets on hand which cost over $350 million could be utilized."
Dr Williams said the Heads of Agreement (HOA) between the major
stakeholders including the Commonwealth of Australia, the State
of Queensland, Newmont Australia and Leighton Contractors was
being implemented.
"The HOA has enabled AMC shareholders to retain ownership of the
magnesium industry expertise and technology interests held
within the Group, and the opportunity to realize value from
these assets," he said.
Outlook
Dr Chris Rawlings, AMC's Acting Chief Executive Officer, said
the company was proceeding with its restructuring plan, as
agreed with its major stakeholders, which includes a reduced AMC
Board and management team and the establishment of a new
business plan.
"As part of this plan, AMC's assets have now been restructured
into three distinct business units - Magnesium Primary
Production, Advanced Magnesium Technology and Queensland
Magnesia (QMAG)," Dr Rawlings said.
"Magnesium Primary Production retains the assets of the Stanwell
Magnesium Project, the AM magnesium production process and
process technology relationships with CSIRO for the
development of the AM Process."
Dr Rawlings said the keys to success in the Magnesium Primary
Production business would be the reduction of the capital cost
of the Stanwell Magnesium Project by:
- maximizing the use of the past project expenditure;
- optimizing engineering design for a Stanwell Production
plant;
- undertaking further research to optimize the AM Process;
and, engaging investment partners to support construction
of a magnesium metal production facility at Stanwell.
"The Company is now directly engaged in these activities," he
said.
The Advanced Magnesium Technology business retains the licenses
for technology developed at the Cooperative Research Centre for
Cast Metals Manufacturing (CAST), the market relationships
with metal die-casters and Tier 1 suppliers to the automotive
industry and proprietary intellectual property associated with
new alloys and metal handling technologies.
Dr Rawlings said initial market developments were very
encouraging and aimed at achieving the keys to success in this
business - the ability to develop and grow sales for each of the
unique products and services with die-casting customers.
Queensland Magnesia (QMAG) is a producer and supplier of
magnetite and magnesia products with an operating mine at
Kunwarara and a production facility at Parkhurst.
"QMAG is an ongoing business and its future financial success
will hinge on achieving increased production and sales volumes
from existing facilities, development of new products and
markets and a financial restructuring to enable the benefits of
the already achieved operational improvements to flow to AMC,"
Dr Rawlings said.
"Increased sales volumes and new markets for magnesia products
in South America and Vietnam have already been realized by
QMAG," he said.
Year in Review - Financial Performance and Cash Position
Financial Performance
While overall Group revenue was up 82% to $150.3 million,
boosted by a loan forgiveness of $38.1 million and the release
from a $39.2 million obligation to Ford, operating revenue from
QMAG was down 13% to $67.4 million due to lower electrofused
magnesia prices, lower calcined magnesia sales, unplanned
outages at the Parkhurst plant, higher deferred hedge loss
amortization and an adverse exchange rate.
Despite the significant challenges, QMAG performed well with an
EBITDA of $12.2 million compared to $17.9 million last year,
before deferred hedge loss amortization. The consolidated loss
of $812.6 million primarily reflects the write down required by
Australian accounting standards on the carrying value of the
Stanwell Project assets. While the Stanwell assets have been
written down to what are effectively salvage levels, assets
costing over $350 million are available if the currently
designed plant was to be built at Stanwell. In accordance with
the Company's accounting policy, no value has been ascribed to
the intellectual property assets held within the Company.
A recoverable amount adjustment of $17.2 million was also made
for the QMAG business due, in part, to the impact of the
cessation of the Stanwell Project. Other one-off charges and
restructuring costs amounted to $20.5 million. AMC's underlying
operating loss of $18.4 million, compared to $9.3 million for
the previous corresponding period, was due largely to a lower
contribution from QMAG and higher corporate costs associated
with the build-up for the Stanwell Magnesium Project.
Cash Position
As at 30 June 2003, AMC had a cash balance of $74.0 million.
Under the HOA, the cash will be used to fund activities relating
to the wind down of the Stanwell Project operations, including
care and maintenance, and to fund on-going activities including
the development of a new business plan to take the Company's
magnesium business forward. An amount of approximately $31
million has been set aside in an escrow account to be used by
the Company for this purpose with the consent of the State of
Queensland and the Commonwealth of Australia as secured
creditors.
Year in review - Queensland Magnesia
Kunwarara
Magnetite production at the Kunwarara mine in 2002-03 was
469,500 tonnes, down 21.9 per cent on the previous year,
reflecting a reduction in inventories. Ore mined was up 25.8 per
cent as a result of mining poorer quality ore and reduced
reclamation from reject magnetite stockpiles.
Parkhurst
Production of calcined, electrofused and deadburned magnesia at
the Parkhurst magnesia plant in 2002-03 was 180,900 tonnes, down
3.1 per cent on the previous year. The lower production was due
to unplanned production shutdowns in February 2003, as a result
of heavy rains causing transformer sub-station failure, and in
May 2003, due to a major gas supply interruption. However, the
plant continued to run above nameplate capacity (175,000 tonnes
per annum).
Marketing and Sales
Magnesia sales in 2002-03 were 172,400 tonnes, an 11.4 per cent
fall on the previous year's record level, due primarily to
production disruptions impacting on the availability of
deadburned magnesia and loss of business to Chinese competition
in the New Zealand agricultural market. Sales in the previous
year were also unusually high due to a run-down of deadburned
magnesia inventories.
Year in Review - Group Health, Safety and Environment
AMC recorded its best safety performance in 2002-03.
The lost time injury frequency rate (LTIFR) for the year was
1.6, compared to 2.0 for the previous year. There was also a
marked improvement in the total recordable cases frequency rate
(TRCFR) which fell 43 per cent from 42.4 to 24.4, reflecting a
greater focus on injury prevention. The average LTIFR and TRCFR
for the Australian mining industry were 6.0 and 38.1
respectively (Minerals Council of Australia).
Go to http://bankrupt.com/misc/TCRAP_AMN0917.pdfto see Appendix
4E Preliminary Final Report for the financial year ended 30 June
2003.
TRANZ RAIL: Toll Holdings Pays Broker Handling Fee
--------------------------------------------------
Toll Holdings Limited announced Monday that, consistent with its
previous offer for Tranz Rail Holdings Limited, it would pay
broker handling fees in connection with its revised offer dated
26 July 2003. Toll believes that it is appropriate to pay the
handling fees to encourage brokers to initiate acceptances for
its offer from their clients.
The amount of the handling fee payable will be 1.0% of the
consideration payable for any acceptances received prior to
close of business on 10 October 2003. The handling fee will be
subject to a minimum and maximum amount for any single
acceptance form of NZ$50 and NZ$750 respectively, inclusive of
GST, if any.
The fee is payable, upon Toll's offer becoming unconditional, to
any participating organization of the NZX whose stamp appears on
the Acceptance Transfer Form. Only one fee will be paid in
respect of any qualifying acceptance.
Toll reserves the right to aggregate any acceptances in
determining the handling fees payable to any broker if Toll
reasonably believes that a party has manipulated holdings to
take advantage of the handling fee.
Brokers are precluded from receipt of any handling fee in
respect of shares in which they or their associates have
relevant interests (within the meaning of those terms under
Companies Act 1993). Handling fees paid to a broker may not be
directly or indirectly shared or extended to accepting
shareholders.
================================
C H I N A & H O N G K O N G
================================
CHINADOTCOM CORPORATION: Unit Terminates e-Lux Acquisition
----------------------------------------------------------
chinadotcom corporation announced last week that its mobile and
portal unit, hongkong.com Corporation (hongkong.com), has
mutually agreed with e-Lux Corporation (e-Lux) to terminate the
original conditional agreement, dated August 05 2003, with
respect to the intention to acquire a 100% stake in e-Lux. After
having engaged in extensive business negotiations, each side
felt it would be more productive at this time to move forward to
explore other modes of business co-operation rather than pursue
an acquisition. This would encompass cross selling of SMS (short
message service) products, by leveraging the subscriber bases of
both companies and through news content offered by hongkong.com.
"We believe this mutual decision is in the best interests of
both companies and we look forward to potential future business
co-operation with e-Lux by leveraging its product strengths in
the SMS market sector to bolster our nationwide SMS distribution
platform across 26 provinces," said Daniel Widdicombe, Chief
Financial Officer of chinadotcom corporation.
The chinadotcom group of companies remains committed to SMS
services and the broad mobile applications market, and will
continue to evaluate investment and acquisition opportunities as
they arise which complement their existing mobile services
business.
According to Wrights Investors Service, the company has paid no
dividend during the last 12 months and has not paid any dividend
during the previous 2 fiscal years. It has also reported losses
during the previous 12 months.
FUJIAN GROUP: Cuts Q103 Net Loss to HK$75.229M
----------------------------------------------
Fujian Group Limited (Provisional Liquidators Appointed)
disclosed its Results Announcement (Summary) for the year ended
March 31, 2003:
Currency: HKD
Auditors' Report: Qualified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 31/03/2003 to 31/03/2002
Note ($) ($)
Turnover : 19,158,328 27,442,409
Profit/(Loss) from Operations : (20,145,082) (100,342,314)
Finance cost : (55,293,968) (67,552,162)
Share of Profit/(Loss) of
Associates : 259,941 241,719
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A (6,715,082)
Profit/(Loss) after Tax & MI : (75,229,219) (175,697,849)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.07) (0.163)
-Diluted (in dollars): N/A N/A
Extraordinary (ETD) Gain/(Loss): N/A N/A
Profit/(Loss) after ETD Items : (75,229,219)
(175,697,849)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Loss from operations
Loss from operations is stated after crediting and charging the
following
major items
2003 2002
HK$ HK$
After charging
Provision for diminution in value of assets
Deficit on revaluation of investment properties
(1,610,000) (27,290,000)
============================
Impairment loss on hotel properties (12,500,000) -
============================
Write back of (provision for) doubtful debts :
- jointly controlled entities 10,360,818 (19,035,338)
- others (1,369,655) (2,482,018)
----------------------------
8,991,163 (21,517,356)
============================
After crediting
Prior year adjustment
Goodwill/negative goodwill adjustment - 20,309,992
============================
Note :
Goodwill/negative goodwill adjustment
The capital reserve as at 1 April 2001 represented the net
balance of goodwill and negative goodwill arising from
acquisitions of subsidiaries, jointly controlled entities and
associates prior to 1 January 2001.
However, the Company did not maintain sufficient accounting
records to track the amount of the goodwill and negative
goodwill written off to the reserves. Having taken into
consideration the carrying value of the assets of the Company's
subsidiaries, jointly controlled entities and associates and the
substantial losses incurred by them, the management is of the
view that all goodwill should have been impaired prior to the
implementation of SSAP 30 and SSAP 31 and that such losses
should have been written off to the consolidated income
statement for the year ended 31 March 2002. At the same time,
the negative goodwill should have been released to the
consolidated income statement to cover the losses incurred.
Accordingly, a prior year adjustment in restating the net
balance of the goodwill and negative goodwill has been made to
the financial statements for the year ended 31 March 2002.
2. Loss per share
(a) Basic
The calculation of loss per share is based on the consolidated
net loss attributable to the shareholders for the year of
HK$75,229,219 (2002 : HK$175,697,849) and 1,074,328,367 (2002 :
1,074,328,367) shares in issue during the year.
(b) Diluted
Diluted loss per share has not been presented as there were no
potential dilutive share options in existence during the year.
HK GAME:: Winding Up Sought by New Era
--------------------------------------
New Era Group (China) Limited is seeking the winding up of Hong
Kong Game Trading Company Limited. The petition was filed on
August 14, 2003, and will be heard before the High Court of Hong
Kong on October 8, 2003 at 10:00 in the morning.
New Era holds its registered office at 20th Floor, Times Tower,
391-407 Jaffe Road, Wanchai, Hong Kong.
ORIENTECH LIMITED: Winding Up Hearing Scheduled in October
----------------------------------------------------------
The High Court of Hong Kong will hear on October 8, 2003 at
10:00 in the morning the petition seeking the winding up of
Orientech Limited.
Wong Sze Chiu of Room 2, 6/F., Block B, Wing Ning Building, 501-
511 Shun Ning Road, Hong Kong. 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.
RITEK CORP.: S&P Rates US$160M Bonds 'B+'; Outlook to Stable
------------------------------------------------------------
Standard and Poor's Ratings Services said Monday that it had
affirmed its 'B+' corporate credit rating on Taiwan-based Ritek
Corp. (Ritek; B+/Stable/--). At the same time, Standard & Poor's
revised its outlook on the rating on Ritek to stable from
negative.
The ratings agency also assigned its 'B+' issue credit rating to
the company's US$160 million convertible bonds due Sept. 25,
2008. The issue size could increase by a further US$30 million
through a greenshoe option. According to the company, proceeds
from the issue will be used to buy raw materials, repay loans,
and make strategic investments.
The outlook on the rating on Ritek has been revised because of
an improvement in the company's financial profile and operating
performance. Product prices are beginning to recover, after
declining significantly in 2001 and 2002, and demand for DVD-Rs
is picking up. The company's operating margin improved to 29.7%
in the first half of 2003, from 18.5% in the corresponding
period of 2002. EBITDA interest coverage increased to 3.6x as at
June 30, 2003, from only 1x at the end of 2002.
Ritek's liquidity remains adequate, with cash and marketable
securities of Taiwan dollar (NT$) 8.5 billion as at June 30,
2003, compared with NT$6.1 billion of debt due within one year.
These short-term debt commitments will be covered by a newly
arranged syndicated loan facility and the proceeds from the
latest US$160 million convertible bond issue. Management aims to
reduce its capital spending and tighten working capital to
further improve
cash flow levels.
SAME TIME: Capital Reorganization Effectuated
---------------------------------------------
Reference is made to the circular issued by Same Time Holdings
Limited on 21 August 2003 and the announcement dated 6 August
2003 of the Company.
The Directors are pleased to announce that the special
resolution to approve the Capital Reorganization was duly passed
by the Shareholders present and voting in person or by proxy at
the Special General Meeting held on Monday.
The Capital Reorganization will become effective on 16 September
2003. Dealings in the New Shares commenced at 9:30 a.m. on 16
September 2003. Shareholders may on or after 16 September 2003
until 27 October 2003 (both days inclusive) lodge certificates
of the Shares to the Registrars, at Ground Floor, Bank of East
Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong
Kong, in exchange, at the expense of the Company, for new
certificates of the New Shares. Certificates of the Shares will
continue to be good evidence of legal title and may be exchanged
for certificates of the New Shares at any time after 27 October
2003 (subject to payment of fee).
VICTORY GROUP: Narrows Operations Loss to HK$1.120M
---------------------------------------------------
Victory Group Limited issued a summary of its financial
statement for the year ending December 31, 2003:
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 1/1/2003 from 1/1/2002
to 30/6/2003 to 30/6/2002
Note ($) ($)
Turnover : 4,284,000 5,102,000
Profit/(Loss) from Operations : (1,120,000) (1,838,000)
Finance cost : (1,032,000) (892,000)
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 : (2,152,000) (2,730,000)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0081) (0.0128)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss): N/A N/A
Profit/(Loss) after ETD Items : (2,152,000) (2,730,000)
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
These amounts include the trading of vehicles, rental income and
other immaterial income.
2 Profit/(Loss) from Operations
These amounts reflect the loss from operation before finance
cost.
3 EPS / (LPS) - Basic
The calculation of basic loss per share is based on the net loss
attributable to shareholders for the six months ended 30 June
2003 of HK$2,152,000 (2002: net loss attributable to
shareholders of HK$2,730,000) and the weighted average of
264,611,600 (2001: weighted average 213,855,400 issued shares)
ordinary shares in issue during the six months ended 30 June
2003.
WING'S (HK): Faces Winding Up Petition
--------------------------------------
The petition to wind up Wing's (HK) Engineering Company Limited
is set for hearing before the High Court of Hong Kong on October
8, 2003 at 9:30 in the morning.
The petition was filed with the court on August 11, 2003 by
Kwong Kin Lam of Flat B, 13th Floor, 17 Gillies Ave South, Hung
Hom, Hong Kong.
=================
I N D O N E S I A
=================
ASTRA GRAPHIA: Principal Debt Payable by 2008
---------------------------------------------
PT Astra Graphia Tbk's principal payment on its US$27 million
debt, which matures in 2004, is payable until October 2008
following debt refinancing via a Rp150 billion bond issuance,
Bisnis Indonesia reports, citing Finance Director Santosa.
"But the company still has to pay some interest on the bonds,"
Santosa said, adding that it was easier for the company to
control its cash to finance its transition to digital technology
if the company does not have to pay some principal for a time.
Santoso said that the company would invest its internal cash to
finance the company's digital project. "We will invest US$10
million, but we could not provide the details of the investment
as we are still waiting for the approval from the commissioner."
According to Lukito Dewandaya, the president director of Astra
Graphia, the company had paid some of its debt principal and its
long-term debt had decreased from US$82.26 million in 1999 to
US$27.15 in the end of 2002.
PAITON ENERGY: S&P Raises Rating to 'B-'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services on Friday raised its rating
on Paiton Energy Funding B.V.'s US$180 million senior secured
bond to 'B-' from 'CCC'. The bond is guaranteed by P.T. Paiton
Energy Co. (Paiton), which owns and operates a 1,230 megawatt
(net) coal-fired power plant in Indonesia. The outlook is
stable.
The rating action reflects improvement in the financial profile
of offtaker PT Perusahaan Listrik Negara (PLN). Since 2002, PLN
has been successful in obtaining government approval for a 6%
increase in tariff each quarter. Combined with the stronger
Indonesian rupiah to US dollar exchange rate and the successful
restructuring of several large power purchasing agreements
(PPAs), PLN's cash flow from operations has reversed from a
negative position to Rp1.6 trillion in 2002.
"The improvement in PLN's financial position should reduce its
reliance on government subsidies, which in the past has not
always been timely, and strengthen its ability to service its
PPA obligations in a prompt manner," said Standard & Poor's
credit analyst Erly Witoyo. "Nevertheless, the credit profile of
PLN continues to be very weak, characterized by poor operating
performance and low profitability and cash flow protection
measures."
Paiton also faces material country risk, reflecting the
continued economic and political uncertainties in Indonesia
following the Asian financial crisis in 1997/1998.
Offsetting these risks are the relatively strong PPA structure,
which provides stable cash flow generation, evidence of strong
support provided by committed shareholders, strong electricity
demand in Indonesia, and adequate operational performance of the
power plant over the past two years.
The stable outlook reflects the expectation that PLN's financial
profile will not deteriorate in the near term, and that the risk
of non-payment to Paiton will not increase significantly.
Moreover, the expected electricity shortage in Indonesia should
enhance the importance of Paiton in the Java-Bali grid.
=========
J A P A N
=========
MATSUSHITA ELECTRIC: Eyes SG$150 Million Investment in Singapore
----------------------------------------------------------------
Matsushita Electric Industrial Co. will pour SG$150 million into
Singapore over the next three to five years, as it expands its
semiconductor factory in the country. Dow Jones said the
investment will be used to start production of charge-coupled-
device, or CCD, image sensors, which are used in digital cameras
and photo-snapping mobile phones.
Owner of the Panasonic brand, Matsushita is currently in a
restructuring mode, but due to the global economic slump the
company does not expect its businesses to fully recover soon.
MITSUKOSHI LTD.: First-half Profits Miss Forecast by JPY2.5B
------------------------------------------------------------
Department store chain operator, Mitsukoshi Ltd., says first-
half results failed to reach the JPY4 billion- profit forecasted
in April. The company said group net profit for the period
totaled JPY1.54 billion, due to the weak economy and adverse
weather. Same-store sale -- or sales at stores open at least a
year -- fell 2.7% for the half, Dow Jones said citing the
company.
NTT DOCOMO: Denies Rumored Shutdown of Handyphone Unit
------------------------------------------------------
Investors welcomed last week rumors that NTT DoCoMo Inc. is
halting its personal-handyphone-system wireless-communications
business, Dow Jones said yesterday.
A report by Nihon Keizai Shimbun triggered a rally that pushed
the company's shares to 288,000 yen (US$2,454.20), up 2.1% on
Friday.
"Any moves to end [the personal-handyphone-system unit] are
positive," Mark Berman, a telecom analyst at Credit Suisse First
Boston, told Dow Jones in an interview.
Investors have for some time now held on to hopes the company
might eventually abandon the business, which has been bleeding
red ink since the year ended in March 1996, the report said.
An unnamed DoCoMo spokeswoman told Dow Jones, however, that the
company hasn't decided yet to halt handset development at its
personal-handyphone-system division.
=========
K O R E A
=========
HANARO TELECOM: LG Group to Match AIG's US$500 Million Offer
------------------------------------------------------------
In a bid to counter the US$500 million offer of the American
International Group-led consortium, LG Group announced earlier
this week it will bring in more investment into Hanaro Telecom.
"The investment will top US$500 million, including new shares
issued by Hanaro," You Won, an LG Group spokesman was quoted by
Dow Jones as saying recently.
Mr. Won declined to identify the party with whom LG Group was
talking about investing in Hanaro. A 15% stakeholder, LG Group
has been known to want to have control of the South Korean
broadband operator, says Dow Jones.
SK GLOBAL: Aims to Resume Normal Trading Next Month
---------------------------------------------------
Beginning mid-October, South Korean oil-trading company, SK
Global Co., will return to normal trading after a five-month
halt, Dow Jones said citing Willy Lee, head of the company's
petroleum-product trading team.
"From mid-October onwards, we will start picking up normal-size
medium-range cargoes," or 30,000-metric-ton lots, up from the
15,000-ton lots with which the company started trading in
September, Mr. Lee told Dow Jones.
It is also expected that all legal issues concerning the
company's restructuring plan shall have been resolved by then
and its credit line raised to US$50 million, the report said.
SK GLOBAL: Regulator Defers Payment of Fine; Allows Installment
---------------------------------------------------------------
The Fair Trade Commission pushed back the payment deadline for
the fines levied on SK Global (KSE:01740) by one year, according
to Asia Pulse, in consideration of the difficult management
conditions being experienced by the trading company.
In addition, the regulator also allowed the firm to pay the
fines in installments. Handed in July as a consequence of
fraudulent accounting practices, the fine amounts to 4.1 billion
won (US$3.5 million).
SK Global was originally due to pay the entire fine Monday, 60
working days after the government decided to take punitive
action, but asked for a deferral after incurring 3.77 trillion
won in losses in the first half of the year, Asia Pulse said.
SK Global was discovered to have falsified its books after
losing money on Southeast Asian financial derivative products in
the late 1990s, and was subject to official investigations by
the state prosecutors office earlier this year, the report
added.
===============
M A L A Y S I A
===============
CHASE PERDANA: KLSE Grants RCULS Listing Today
----------------------------------------------
Kindly be advised that Chase Perdana Berhad's additional
2,975,283 new ordinary shares of RM1.00 each issued pursuant to
the Conversion of RM2,975,283 Redeemable Convertible Unsecured
Loan Stocks into 2,975,283 New Ordinary Shares will be granted
listing and quotation with effect from 9:00 a.m., Wednesday, 17
September 2003.
The Troubled Company Reporter - Asia Pacific reported on July
that Chase Perdana provided an update on the status of its
default in the repayment of both the principal and interest
of all credit facilities granted by Financial Institutions.
Details can be found at
http://bankrupt.com/misc/TCRAP_Chase0707.xls.
GANAD CORP.: Appoints Messrs Horwath as Investigative Audit Firm
----------------------------------------------------------------
Ganad Corporation Bhd (Ganad or Company) refers to the
announcements made on 17 June 2003, 12 August 2003 and 28 August
2003 in relation to the Proposals, involving:
ú Proposed Scheme of Arrangement
ú Proposed Ganad Disposal
ú Proposed Acquisitions
ú Proposed Bumiputera Issue
ú Proposed Placement
ú Proposed Exemption
ú Proposed Listing Transfer
The Securities Commission (SC) has via its letter dated 13
September 2003 approved the application for an extension of time
until 15 September 2003 for the Company to appoint an
independent audit firm to undertake the investigative audit.
On behalf of the Board of Directors of Ganad, Southern
Investment Bank Berhad wishes to announce that the Company has
appointed Messrs Horwath as the independent auditors to carry
out an investigative audit on the Company's losses in the
previous years. This is in compliance with one of the conditions
imposed by the SC in approving the application of the Proposals
via its letter dated 12 June 2003.
HARN LEN: Provisional Liquidator Appointed to Unit
--------------------------------------------------
The Board of Directors of Harn Len Corporation Bhd wishes to
announce that pursuant to the implementation of the Workout
Proposal of its unit Sportma Corporation Bhd under the
Pengurusan Danaharta Nasional Berhad Act, which amongst others,
include the transfer of the listing status of Sportma to HARN
LEN and the liquidation of Sportma thereafter, the Board of
Directors of Sportma had on 9 September 2003 placed Sportma into
provisional liquidation by way of creditors' voluntary
liquidation. Following the provisional liquidation, meetings of
the member and creditors of Sportma have been summoned on 19
September 2003 for the purpose of, amongst others, seeking the
resolution of the shareholder of Sportma for the winding-up of
the company as well as the creditors' resolution for the
appointment of Liquidator. Notice of the said meetings have been
dispatched to the member and creditors of Sportma on 9 September
2003 and advertised in the New Straits Times and Berita Harian
on 10 September 2003.
In the above regard, Mr Tan Kim Leong, JP has been appointed as
the Provisional Liquidator of Sportma by the directors of
Sportma on 9 September 2003.
The liquidation of Sportma will not have any material financial
or operational impact on HARN LEN as the financial of Sportma
was not consolidated in the HARN LEN Group because HARN LEN's
investment in Sportma was only short term resulting from the
transfer of the listing status of Sportma to the Company. After
the said transfer of listing, Sportma shall be liquidated.
KL INDUSTRIES: Rights Issue Book Closing Friday
-----------------------------------------------
Notice is hereby given that the Register of Members of Equine
Capital Berhad will be closed at 5:00 p.m. on 19 September 2003
to determine shareholders' entitlement to the Renounceable
Rights Issue of up to 27,338,319 New Ordinary Shares of RM1.00
each in Equine Capital Berhad at an Issue Price of RM1.00 Per
Ordinary Share to the Former Shareholders Kuala Lumpur
Industries Holdings Berhad (Special Administrators Appointed)
whose names appear on the Record of Depositors as at 30 July
2003, on the Basis of Nine (9) New Ordinary Shares for every one
(1) Existing Ordinary Share held in Equine Capital Berhad
(Rights Issue).
Early this month, the Troubled Company Reporter - Asia Pacific
reported that the Company completed the Proposals in respect of
the Proposed Corporate and Debt Restructuring Scheme.
LAFARGE MALAYAN: Units Placed Under Voluntary Liquidation
---------------------------------------------------------
Lafarge Malayan Cement Bhd announced that the following wholly-
owned and dormant subsidiaries of the Company (hereinafter
referred to as the "Said Subsidiaries"), have at their
respective Extraordinary General Meeting (EGM) held on Monday
obtained the approval of its shareholder for a Member's
Voluntary winding up:
1) SPMS Holdings Sdn Bhd ( 187565 - T )
2) APMC Resources Sdn Bhd ( 302195 - T )
3) Juta Integrasi (M) Sdn Bhd ( 210236 - V )
4) Supermix - PL JV Sdn Bhd ( 439955 - A )
In connection with the above , Messrs Mak Kum Choon and Kek Ah
Fong were appointed to act jointly and severally as Liquidators
of each of the Said Subsidiaries.
LONG HUAT: Winding Up Petition Hearing Adjourned to Dec 4
---------------------------------------------------------
Long Huat Group Berhad refers to the winding-up petition filed
byHSBC Bank (Malaysia) Berhad, which was fixed for Hearing on 10
September 2003.
The Company's solicitor, Messrs T.A. Fadzil, Hairul &
Associates, had informed that the Hearing date has been
adjourned to 4 December 2003.
MEDAS CORPORATION: Answers KLSE's Restructuring Scheme Query
------------------------------------------------------------
Medas Corporation Berhad, in reply to the Query Letter by KLSE
reference ID: MN-030911-37365 in relation to the Proposed
Restructuring Scheme, comprising:
ú Proposed Capital Reconstruction;
ú Proposed Acquisition of the Emerald Group;
ú Proposed Exemption from Mandatory Offer;
ú Proposed Offer for Sale/Private Placement;
ú Proposed Disposal of Medas; and
ú Proposed Listing Transfer.
The additional information required for public release shall be
furnished at a later date in a detailed announcement, upon
satisfactory due diligence results being obtained and execution
of the definitive agreements which sets out the detailed terms
of the Proposed Restructuring Scheme.
Query Letter content:
We refer to your MEDAS's announcement dated 10 September 2003,
in respect of the aforesaid matter. In this connection, kindly
furnish the Exchange with the following additional information
for public release:
1) Particulars of all liabilities to be assumed by Newco,
arising form the Proposed Acquisition.
2) The original cost of investment to the vendors and the date
of such investment in each of the companies under the Emerald
Group.
3) Rationale of the Proposed Acquisition.
4) A statement by the board of directors stating whether the
Proposed Acquisition is in best interests of the Company, and
where a director disagrees with such statement, a statement by
the director setting out the reasons and the factors taken into
consideration in forming that opinion.
5) In respect of the Emerald Group's on-going / future property
development projects, details as per Appendix 10A, Part C (4) of
the Listing Requirements.
6) In respect of the Emerald Group's land and buildings, details
as per Appendix 10A, Part C (1) & (3).
Please furnish the Exchange with your reply within two (2)
market days from the date hereof.
Yours faithfully,
TAN YEW ENG
Sector Head, Issues & Listing
TYE/LMN
copy to:- Securities Commission (via fax)
METACORP BERHAD: Unit's Toll Concession Ceased
----------------------------------------------
Metacorp Berhad wishes to announce that the toll concession for
Jalan Cheras awarded to its wholly-owned subsidiary, Metramac
Corporation Sdn Bhd will cease at mid-night, 14th September
2003.
Early this month, the Troubled Company Reporter - Asia Pacific
reported that Metacorp disposed of 5,700,000 ordinary shares of
Trenergy (Malaysia) Berhad (Trenergy) at an average RM3.211 per
share via open market. The proceeds from the Disposals is
expected to be utilized to reduce borrowings and for working
capital purposes.
PAN PACIFIC: Provides August Defaulted Payment Status Update
------------------------------------------------------------
The Board of Directors of Pan Pacific Asia Berhad announced the
Default in Payment as at 31 August 2003 of PPAB and its
subsidiaries in accordance with the Practice Note No. 1/2001.
Details can be found at
http://bankrupt.com/misc/TCRAP_PPAB0917.xls
The Board also informed that there are no material changes in
PPAB's status of default from the date of the last announcement
until 31 August 2003.
PWE INDUSTRIES: To Submit Restructuring Exercise Application
-------------------------------------------------------------
PWE Industries Berhad refers to the requisite announcement dated
16 July 2003 of the Company pertaining to the Proposed Corporate
Restructuring Exercise of PWE (Requisite Announcement).
Pursuant to paragraph 6.1 (b) of Practice Note 10/2001 (PN10) of
the Listing Requirements of the Kuala Lumpur Stock Exchange
(KLSE), the Company is obliged to comply with inter-alia, the
obligation that an affected issuer which has announced a
detailed proposal to ensure adequate level of operations must
submit the same to the relevant authorities for approval within
two (2) months from the date of the Requisite Announcement.
Based on the aforesaid obligation under paragraph 6.1 (b) of
PN10, the Company is required to submit the applications in
respect of the Proposed Corporate Restructuring Exercise of PWE
to the Securities Commission (SC) and the other relevant
authorities on or before 15 September 2003.
On behalf of the Board of Directors of PWE, PM Securities Sdn
Bhd wishes to announce that as of September 15, 2003, the
relevant applications for the Proposed Corporate Restructuring
Exercise of PWE have yet to be submitted to the SC and other
relevant authorities. In this respect, an application to the
KLSE for an extension of time of one (1) month from 15 September
2003 to submit the said applications has been submitted.
The reason for the extension of time is to accommodate the on-
going legal and financial due diligence review work, which is
anticipated to be completed by end of September 2003. The
aforesaid application for an extension of time is now pending
the KLSE's consideration and approval.
RNC CORPORATION: Appoints Dato' Keo Kheh Toh as Director
--------------------------------------------------------
RNC Corporation Berhad posted this change in Boardroom notice:
Date of change : 28/08/2003
Type of change : Appointment
Designation : Director
Directorate : Non Independent & Non Executive
Name : Dato' Keo Kheh Toh
Age : 46
Nationality : Malaysian
Qualifications : Certificate in teaching (Malayan Teachers'
College)
Working experience and occupation :
- Teaching profession
- Regional Sales Manager with Kompleks Kewangan Group
- Senior Manager with Arab-Malaysian Group
- Businessman
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
Remarks : Dato' Keo Kheh Toh was re-appointed by the Board of
Directors with effect from 28 August 2003.
The Troubled Company Reporter - Asia Pacific reported last week
that the disposal of assets of RNC and Arensi Plastics Sdn. Bhd.
(APSB) to Industrial Resins (Malaysia) Berhad (IRM) and/or its
nominee, Beta Network Sdn. Bhd. (BNSB) for a sale consideration
of RM1,500,000, have been completed.
SIN KEAN: CCM Strikes Off Subsidiary
------------------------------------
Sin Kean Boon Group Berhad had on 21 April 2003 announced that
FTGSB had received a notification dated 10 April 2003 from
Companies Commission of Malaysia (CCM) informing that CCM shall
within one month from 10 April 2003 publish in the Gazette for
the purpose of striking off Feng Te Group Sdn Bhd (FTGSB), a
wholly owned sub-subsidiary, from the Register unless CCM
receives notification that FTGSB is carrying on business or in
operation.
And on 12 May 2003, SKBG announced that FTGSB had on 12 May 2003
received a notification dated 12 May 2003 from CCM informed that
CCM had not received any notification within the one-month
period that FTGSB is carrying on business or in operation. As
such CCM shall at the expiration of three months from 2 May 2003
struck FTGSB off the register and FTGSB shall be dissolved
accordingly.
On 11 September 2003, SKBG revealed that FTGSB had on 11
September 2003 received a notification dated 3 September 2003
from CCM informing that CCM had struck off FTGSB from the
registrar in accordance with subsection 308(4) of the Companies
Act, 1965.
The striking-off of FTGSB will not have any significant effect
on the earnings or net tangible assets per share of Sin Kean
Boon Group Berhad for the financial year ending 31 December
2003.
SIN KEAN: Court Postpones Unit's Summary Judgment Hearing
---------------------------------------------------------
On 20 May 2003, Sin Kean Boon Group Berhad (SKBG) had announced
that Sin Kean Boon Metal Industries Sdn Bhd (SKBMI), a wholly-
owned subsidiary of SKBG had on 20 May 2003 received from Messrs
Choy & Associates, solicitors for SKB Metal Sdn Bhd (SMSB), a
Writ Saman Dan Penyata Tuntutan issued by the Penang High Court
(No. 2) Guaman Sivil No: 22-267-2003. By the said Writ, SMSB has
claimed against SKBMI for the following reliefs:
a) the sum of RM972,300.00 and RM74,078.39 being the arrears
of rent and the interest accrued thereon respectively for a
portion of the Premises known as Lot 466 & 472, Jalan Perusahaan
Baru Satu, Prai Industrial Estate 3, 13600 Prai, Penang,
together with interest accrued thereon at the rate of 8% per
annum from 21 March 2003 until full settlement;
b) vacant possession of the said Premises known as Lot 466 &
472, Jalan Perusahaan Baru Satu, Prai Industrial Estate 3, 13600
Prai, Penang occupied by the Defendant within one (1) month from
the date of the Order of Court;
c) profits of RM92,600.00 per month from 1 April 2003 up to
the date of delivery of vacant possession;
d) costs; and
e) that there be such further reliefs and/or orders as may be
deemed just and necessary.
On 20 May 2003, SKBG had also announced that in the Penyata
Tuntutan, SMSB alleged that the tenancy has been terminated due
to SKBMI's failure to pay rent from July 2001 to March 2003
(inclusive).
SKBG had on 20 May 2003 also announced that they had instructed
their lawyers to defend this suit as all monthly rental from
July 2001 to date has been paid to the solicitors as
stakeholders as previously agreed pending the tenancy dispute of
the premises. Further, the counterclaim in Penang High Court
Civil Suit : 22-104-2002 is in respect of the same tenancy
dispute is still pending trial.
On 28 May 2003, Sin Kean Boon Group Berhad announced that the
solicitors had on 28 May 2003, filed a Memorandum Kehadiran to
the Penang High Court.
On 30 June 2003, Sin Kean Boon Group Berhad wishes to announce
that it has on 30 June 2003 received a copy of sealed Saman
Dalam Kamar dated 30 May 2003 and Affidavit affirmed by Sin
Kheng Chuan on 30 May 2003.
The Saman Dalam Kamar is the Plaintiff's (SMSB) application for
summary judgment for the sum of RM972,300.00 and RM74,078.39 and
interest at 8% p.a. from 21 March 2003 to date of full
settlement and costs. The Plaintiff's application was fixed for
hearing on 17 July 2003.
The Defendant Sin Kean Boon Metal Industries Sdn Bhd will be
resisting this application.
SKBG had on 17 July 2003 announced that the matter fixed for
hearing on 17 July 2003 was adjourned and the Court had fixed
the final hearing date for Summary Judgment on 15 September
2003.
On 15 September 2003, Sin Kean Boon Group Berhad wishes to
announce that the Court has postponed this matter pending its
preparations to relocate to its new premises at Northam Tower
and the Court will write to parties to inform of the new hearing
date.
TA ENTERPRISE: Proposes ESOS Termination
----------------------------------------
On behalf of the Board of Directors of TA Enterprise Berhad,
Hwang-DBS Securities Berhad is pleased to announce that TAE
wishes to undertake the:
(i) Proposed termination of TAE's existing ESOS which
commenced on 10 March 1994 and is set to expire on 9 March 2004;
and
(ii) Proposed establishment of a new ESOS of up to ten
percent (10%) of the issued and paid-up capital of the Company
at any point in time.
DETAILS OF THE PROPOSALS
Proposed Termination
The Proposed Termination will be carried out in accordance with
the Bye-Laws of the existing ESOS, which was established on 10
March 1994 and further extended on 27 October 1998.
The Proposed Termination will be effected prior to the
establishment of the Proposed New ESOS in accordance with Bye-
Law 28 of the existing ESOS which states that the Company is
allowed to terminate the existing ESOS subject only to the
approval of the shareholders of TAE at a general meeting.
Proposed New ESOS
Following the Proposed Termination, the Company proposes to
establish a new ESOS which is to be governed by a set of new
bye-laws. The principal features of the Proposed New ESOS are
summarized as follows:
Quantum
The total number of new ordinary shares of RM1.00 each in TAE
("TAE Shares") which may be made available under the new ESOS
shall not exceed ten percent (10%) of the total issued and paid-
up share capital comprising ordinary shares of the Company at
any one time.
Eligibility
The eligibility for participation in the new ESOS shall be at
the absolute discretion of the ESOS committee of TAE subject to
the employees (including executive directors of TAE who hold
office in a full time executive capacity) having been confirmed
in the employment or appointment of TAE and its subsidiaries
("TAE Group") (save for any subsidiaries which are dormant) and
having been in service for at least one (1) year on or up to the
offer date and has attained the age of eighteen (18) years
("Eligible Employees"). An executive director shall only be
eligible if he is on the payroll and involved in the day-to-day
management of the Company and his participation in the ESOS is
specifically approved by the shareholders of the Company in a
general meeting.
Further details of the eligibility criteria will be deliberated
and determined by the Board at a later date.
Duration of the new ESOS
The new ESOS shall be in force for a period of five (5) years
from the effective date ("First Five Years"), provided always
that on or before the expiry thereof, the ESOS committee of TAE
shall have the absolute discretion, without the Company's
shareholders approval, to extend in writing the duration or
tenure of the ESOS for up to another five (5) years immediately
from the expiry of the First Five Years.
Option Price
The option price shall be based on the weighted average market
price of TAE Shares for the five (5) market days immediately
preceding the date of offer, with a discount of not more than
ten per centum (10%), if deemed appropriate, or at the par value
of TAE Shares, whichever is the higher.
Rights attaching to TAE Shares
The new TAE Shares to be allotted upon any exercise of the
option shall, upon issue and allotment, rank pari passu in all
respects with the existing TAE Shares save and except that the
new TAE Shares shall not be entitled to participate in any
dividends, rights, allotments and/or other distributions that
may be declared, where the entitlement date precedes the date of
allotment.
RATIONALE FOR THE PROPOSALS
In view that the exercise prices of the options granted under
the existing ESOS with prices ranging from RM1.60 to RM15.04
have been and is still currently above the market price of TAE
Shares, wherein the closing price and the five (5)-day weighted
average market price per Share as at 11 September 2003 is RM0.73
and RM0.72 respectively, the options granted under the existing
ESOS are no longer attractive and therefore ineffective in
serving the purpose for which it was established. Furthermore,
the existing ESOS will only be expiring on 9 March 2004, prior
to which the Company is not able to launch any new ESOS.
Accordingly, after due deliberation, the Board has proposed to
terminate the existing ESOS and to establish a new ESOS in order
to achieve the following objectives:
(a) to retain and reward the employees and executive
directors of TAE whose services are vital to the businesses and
continued growth of TAE Group;
(b) to motivate employees and executive directors of TAE
towards better performance through greater productivity and
loyalty; and
(c) to stimulate a greater sense of belonging and dedication
since employees and executive directors are given the
opportunity to participate directly in the equity of the
Company.
FINANCIAL EFFECTS
The Proposed Termination will not have any financial effects on
the Company. The financial effects of the Proposed New ESOS are
set out below:
Share Capital
The Proposed New ESOS is not expected to have any immediate
material effect on the issued and paid-up share capital of the
Company. However, the issued and paid-up share capital of TAE
will increase progressively depending on the number of options
exercised and the new TAE Shares issued pursuant thereto.
Assuming all options which may be granted under the new ESOS and
the Outstanding TAE Warrants 1999/2004 are exercised, the issued
and paid-up share capital of TAE will be increased in the manner
as set out in Table 1.
Net Tangible Assets (NTA)
The Proposed New ESOS will not have any immediate material
effect on the NTA of TAE Group. However, the NTA of the Group
will increase progressively depending on the number of new TAE
Shares to be issued upon the exercise of the options as well as
the option Price, which is to be determined at the time an offer
is granted.
Earnings
The Proposed New ESOS is not expected to have any material
effect on the earnings per share of TAE Group for the financial
year ending 31 January 2004. Any potential effect on the
earnings of TAE Group in the future would depend on the number
of options granted and exercised at any point in time as well as
the price payable upon exercise of the options.
Substantial Shareholders
The Proposed New ESOS is not expected to have any material
effect on the shareholdings of the substantial shareholders of
the Company until such time the options are granted and
exercised under the Proposed New ESOS.
CONDITIONS OF THE PROPOSALS
The Proposals are subject to the following approvals being
obtained:
(i) the SC, for the Proposed New ESOS;
(ii) the shareholders of TAE, for the Proposals at an
Extraordinary General Meeting to be convened;
(iii) the KLSE for the listing of and quotation for the new
TAE Shares to be issued upon the exercise of the options granted
pursuant to the Proposed New ESOS; and
(iv) any other relevant authorities.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Save as disclosed below, none of the Directors and/or
substantial shareholders of TAE and/or persons connected (as
defined in Section 122A of the Companies Act, 1965) with the
Directors and/or substantial shareholders of TAE, have any
interest, direct or indirect, in the Proposed Termination and
the Proposed New ESOS.
Directors' Interests
Datin Tan Kuay Fong, Zainab bte Ahmad and Dato' Mohamed bin Abid
are deemed to be interested in the Proposed Termination in view
of the ESOS options granted to them under the Company's existing
ESOS. They are also deemed to be interested in the Proposed New
ESOS in view of their eligibility to participate in the Proposed
New ESOS by virtue of their capacity as the Executive Chairman
and Executive Director(s) of the Company. Collectively, Datin
Tan Kuay Fong, Zainab bte Ahmad and Dato' Mohamed bin Abid are
to be referred to as the "Interested Directors" herein under.
Consequently, the Interested Directors have abstained and will
continue to abstain from participating in all Board's
deliberation and voting in respect of Proposed Termination and
Proposed New ESOS. The Interested Directors will also abstain
from voting in respect of any of their direct and/or indirect
shareholdings on the resolutions pertaining to Proposed
Termination and Proposed New ESOS at the forthcoming EGM. The
Interested Directors have also undertaken that they shall ensure
that persons connected with them will abstain from voting in
respect of their direct and/or indirect shareholdings (if any)
in TAE in relation to the Proposed Termination and the Proposed
New ESOS.
The details of the shareholdings interest of the Interested
Directors in TAE and their respective ESOS entitlement under the
Company's existing ESOS are set out in Table 2.
Tables 1 and 2 can be found at
http://bankrupt.com/misc/TCRAP_TAE0917.doc.
DIRECTORS' STATEMENT
The Directors of TAE (with the exception of the Interested
Directors), having taken into consideration all aspects of the
Proposals, are of the opinion that the Proposals are in the best
interest of the Company.
ADVISER
Hwang-DBS Securities Berhad has been appointed to act as Adviser
for TAE in relation to the Proposals.
SUBMISSION TO THE SC
Barring unforeseen circumstances, the submission of the
application to the SC will be made within two (2) months from
the date of this announcement.
TAP RESOURCES: 8th AGM Scheduled October 8
------------------------------------------
TAP Resources Berhad is pleased to inform that the Eighth Annual
General Meeting of the Company will be held at Function Rooms II
and III, Level 2, Hotel Sri Petaling Kuala Lumpur, 30 Jalan
Radin Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on
Wednesday, 8 October 2003 at 10:00 in the morning.
A copy of the AGM Notice can be viewed at
http://bankrupt.com/misc/TCRAP_TAP0917.doc.
Last month, the Troubled Company Reporter - Asia Pacific
reported that an application for extension of time has been
submitted to the SC on 11 August 2003 to extend the deadline
from 19 August 2003 to 19 February 2004 for Messrs BDO Binder to
complete the investigative audit report and submit a copy of the
investigative audit report to the SC.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: Moody's, S&P Closely Monitoring Firm
-----------------------------------------------------
Energy Regulatory Commission Chairman Manuel Sanchez revealed
Monday that international ratings agencies, Moody's and Standard
& Poor's are examining the "financial health" of Manila Electric
Co.
In an interview with The Philippine Star, Mr. Sanchez said
representatives from the two agencies and the International
Monetary Fund had recently met with him to inquire about
Meralco.
"I was interviewed by Moody's, Standard & Poor, and the
International Monetary Fund (IMF) as far as the (financial)
health of Meralco is concerned," he said. "Without giving them
any figures, I just said we will try to understand what the
position of Meralco is. We appreciate the position they are in
right now. But nobody can give them (credit rating agencies)
any commitment. I think this is in connection with the bond
issue (of Meralco)."
He said the ratings agencies only want to get an assurance that
the utility firm will remain viable or be able to repay its
obligations in case it will issue bonds or acquire loans to
finance the refund process. As part of its regulatory powers,
the commission has to approve Meralco's financing schemes before
they can be implemented.
Meralco earlier announced plans to issue debt papers worth some
US$200 million to finance a portion of the Phase III and IV of
the refund process. But ERC sources told The Star Meralco has
applied for an approval to get a loan and not an issuance of
bonds. It needs Php24.7 billion to finance the last two stages
of the refund process, which will likely be undertaken within
the next eight years, the report said.
MONDRAGON INTERNATIONAL: Moves AGM to Early Next Year
-----------------------------------------------------
Mondragon International Philippines Inc. is still earnestly
seeking for a so-called 'white knight' and as a result it will
once again postpone its annual shareholders meeting to March 15,
2004, the Manila Times said yesterday.
The meeting was supposed to take place Monday, but Mondragon
Chairman and CEO Jose Antonio U. Gonzalez informed the
Philippine Stock Exchange that the company still needs more time
to find a rescue partner.
"The meeting was rescheduled to allow the company enough time to
pursue negotiations with concerned government entities as well
as with investors who will provide additional funds both to
settle its obligations to the government and normalize
operations within Mimosa," Mr. Gonzales said in a statement.
He added investors, who have earlier signified interest to
infuse much-needed fresh fund into the debt-saddled company,
have asked for more time in view of the political uncertainties
in the country.
Mondragon is the parent of Mondragon Leisure and Resorts Corp.,
the operator of the cash-strapped Mimosa estate. Just recently
Mondragon rescinded its Memorandum of Understanding with Clark
Development Corp. on the Mimosa deal, citing unspecified
reasons.
Signed in April, the MoU identified certain issues and
differences between Clark and Mondragon in connection with the
lease of Mimosa. The MoU also established various schemes to
resolve these differences. Within a period fixed by the MoU,
Clark and Mondragon Leisure was supposed to enter into a
memorandum of agreement providing for a new lease on Mimosa, new
rentals, and the payment scheme for Mondragon Leisure's rental
in arrears to Clark. The MoU would have given Mondragon Leisure
a re-entry mechanism to take over management and control of
Mimosa provided it complies with the requirements set forth by
Clark. Otherwise, Mimosa will be leased by CDC to a new
corporate vehicle to be formed for this purpose, the Times said.
The government took over the Mimosa estate after Mondragon
failed to pay Clark Php325 million in rental arrears. Mondragon
is still in talks for the restructuring of its debt worth about
Php7 billion, the Times said.
MONDRAGON INTERNATIONAL: Insists Legality of MoU Rescission
-----------------------------------------------------------
Further to Circular for Brokers No. 2968-2003 dated September
15, 2003, pertaining to Mondragon International Philippines,
Inc.'s clarification of the news article entitled, "Clark tells
Mondragon to settle Php450-M obligation; Says firm cannot
unilaterally rescind Mimosa pact" published in the September 15,
2003 issue of the BusinessWorld, the company in its letter dated
September 16, 2003, stated that:
"Regarding the news article as reported, we maintain our
position that the company has legal and factual basis in
rescinding the Memorandum of Agreement. If there is any
contrary opinion on this matter, the company believes the same
should be addressed to and resolved in an appropriate forum."
For your information,
Trisha M. Zamesa
Head, Disclosure Department
Philippine Stock Exchange
NAT'L STEEL: Seeks Court Nod for IUBAC Memorandum of Agreement
--------------------------------------------------------------
The National Steel Corporation Debtors and the International
Union of Bricklayers and Allied Craftsmen have been parties to
numerous collective bargaining agreements for decades. The
Debtors and IUBAC have previously agreed that if a sale with a
new collective bargaining agreement with U.S. Steel were
accomplished, the unions would agree to a consensual termination
of their existing Collective Bargaining Agreements. Yet, despite
entry into a new agreement with U.S. Steel, IUBAC and its
represented workers and retirees continued to have significant
administrative and repetition claims against the Debtors'
estates.
To resolve all remaining issues, the Debtors entered into
negotiations with IUBC. By this motion, the Debtors ask the
Court to approve their Memorandum of Agreement. The terms of the
MOA include:
(1) termination of all Collective Bargaining Agreements, any
obligations related to these Agreements, and a mutual release
of claims;
(2) transition to U.S. Steel of certain benefits and benefit
programs, like workers' compensation and conversion
privileges for life insurance, and parties' cooperation in
this process, including with respect to transfer of 401(k)
plan assets and a pro-rata share of the National Voluntary
Employee Beneficiary Association;
(3) treatment of claims incurred by employees or their
eligible dependents before the date of the U.S. Steel sale
closing for medical, vision or dental services, sickness and
accident benefits and life insurance;
(4) payment of life insurance benefits for retirees through
August 31, 2003 with the VEBA paying for the period from
August 1, 2003 through August 31, 2003;
(5) COBRA continuation rights with premium costs covered by
retirees and former employees for the period from
September 1, 2003 through December 31, 2003, with the VEBA
covering a percentage of certain costs;
(6) IUBAC's retention of a general of a general unsecured
claim against the Debtors amounting $4,500,000 relating to Other
Post-Employment Benefit liabilities; and
(7) payment of certain actual costs and expenses incurred by
IUBAC during the cases in the aggregate of $15,000. (National
Steel Bankruptcy News, Issue No. 35; Bankruptcy Creditors'
Service, Inc., 609/392-0900)
=================
S I N G A P O R E
=================
KOREA EXCHANGE: Financial Fundamentals 'Weak,' Says Moody's
-----------------------------------------------------------
Moody's highlighted recently the limited capability of Korea
Exchange Bank Credit Service in servicing its debts, as it
assigned a B3 rating on its proposed US$100 million Subordinated
Notes due 2003.
Citing Moody's press statement, Reuters said the rating agency
also underscored the bank's "fragile financial fundamentals in a
weak credit card industry environment" and "the subordinated
status of the notes" as the other reasons for the rating, whose
outlook is stable.
"This issue is rated two notches below the KEBCS senior
obligations because of the correspondingly higher expected loss
in the event of liquidation that is typical of subordinated debt
at this rating level," Moody's statement read.
"These securities are being sold in a privately negotiated
transaction without registration under the Securities Act of
1933 of the United States under circumstances reasonably
designed to preclude a distribution thereof in violation of the
Act," Moody's said. "The issuance has been designed to permit
resale under Rule 144A. The subordinated notes are callable in
2008 and are standard in their subordination of claims to senior
obligations in winding up proceedings."
Moody's said if the notes are not called, an interest rate step-
up will be triggered. "Subject to the prior approval of the
Financial Supervisory Service, the company may redeem the
subordinated notes in whole upon tax changes in Korea which
would require the company to incur additional payments," the
rating agency said.
Established as a subsidiary of Korea Exchange Bank (KEB) in
1988, the company was merged with KEB Finance in 1999. It
started trading on the Korea Stock Exchange in December 2001.
As of June 2003, KEB held 44 percent of the card company,
Olympus Capital 30.8 percent and Employee Stock Ownership
Association 4.5 percent. It is now the fifth largest credit
card issuer in Korea, in terms of 2002 transaction volume, with
5 percent market share.
Moody's said the company's credit risks include: its poor asset
quality, negative profitability and tight liquidity situation.
Although delinquency ratios have improved and are showing signs
of stabilizing, they remain high with potential for additional
losses near term.
"This will continue to impair profitability and capital levels.
Moreover, the tight liquidity position faced by the company, as
well as the rest of the industry, is expected to persist near
term, thereby raising the company's credit risk profile,"
Moody's said, although it added, "these credit risks are
mitigated by likely systemic support from major shareholder KEB.
In the past, KEB has been supportive of KEBCS, as evidenced by
its full subscription of the rights in June."
"Finally, we view KEB's pending change in its major shareholder
positively as it will reverse the undercapitalized condition of
the bank, remove uncertainty with respect to parental support
and the new shareholder will likely build the banking franchise
to achieve higher returns," it added.
The other rating of KEBCS is: Issuer rating of B1. The rating
outlook is stable.
===============
T H A I L A N D
===============
MODERN HOME: Explains Auditor's Financial Statement Opinion
-----------------------------------------------------------
Pursuant to the fact that, Ernst & Young Office Limited
represented by Mr. Suphachai Panyawattano, the auditor of Modern
Home Development Public Company Limited, has audited the
Company's financial statement for the period of 6 months ended
as of June 30, 2003 and is unable to give the remarks or express
its confidence thereto as set out in the financial statement.
Modern Home Planner Company Limited, as the Company's Plan
Administrator, would like to give the additional explanations as
follows:
1. As the auditor is required to render the auditing
performance, in accordance with the auditing standards, which
require the auditor to plan and perform the auditing work, in
order to enable it to have sufficient confidence whether or not
the financial statement shows the information that may
materially be contrary to the facts.
In the course of the auditing work, the auditor did not audit in
accordance with the generally accepted auditing standards.
Therefore, the auditor is unable to express its opinion on the
company's financial statement for the period of 6 months ended
as of June 30, 2003.
2. The Uncertainty for the success of the debt restructuring and
the business rehabilitation of the company, which is currently
in the process of implementation.
However, the company is confident that the implementation of the
business rehabilitation, which will be successful soon given
considerable progress, has been achieved and will enable the
company to continue its operation as normal.
MODERN HOME: Planner Clarifies H103 Operations Results
------------------------------------------------------
Modern Home Planner Company Limited, as the Plan Administrator
of Modern Home Development Public Company Limited, clarified the
results of its operation on the second quarter for the year of
2003 ended as of June 30, 2003 which shows a net loss of Bt2.16
million, compared to the second quarter for the year of 2003
ended as of June 30, 2002 with a net loss of Bt8.32 million.
It appears the reduction of the net loss of more than 20%
occurred as the result of the following reasons:
1. The implementation according to the company's rehabilitation
plan;
2. There is no realization of incomes from the sale of goods
because all goods have been transferred to the creditors for
repayment of debts under the rehabilitation plan;
3. During this fiscal year, assets are less transferred for debt
repayment, this causes the reduction of loss incurred in the
course of transfer of assets for repayment.
Due to the above reasons, the net loss in the second quarter for
the year of 2003 is therefore reduced.
NATURAL PARK: Discloses Asset Investment Details
------------------------------------------------
Natural Park Public Company Limited had invested in the
investment units of BoA Apartment Property Fund One (the
Property Fund), as per the following details:
1. Date, month and year of the transaction: September 15, 2003
2. Related parties and relationship with the listed company
Seller: The Property Fund
Purchaser: The Company
3. Nature of the transaction
The Company has purchased the investment units of the Property
Fund, numbering 23,000,000 units, at the par value of Bt10 per
unit, totaling Bt230,000,000, equivalent to 27.06 percent of the
whole investment units of the Property Fund. In this regard, the
transaction volume is at the rate of 4.53 based on value of the
asset.
5. Total value of return and the payment conditions
Total value of return payment: Bt230,000,000
The entire payment shall be made on the transaction date.
Value of the purchased assets: Bt230,000,0007
Basis of the calculation of the transaction volume
6. Expected benefits to be received from the listed company:
Dividends from the investment units
7. Source of funds: Working capital of the Company
RAIMON LAND: Reduces Registered Capital in Strategic
----------------------------------------------------
Raimon Land Public Company Limited informed that the
Shareholders meeting of Strategic Property Co., Ltd., in which
Raimon Land holds 341,544 shares, being equivalent to 55% of the
paid-up registered capital of Strategic, held on 12 September
2003, unanimously approved the reduction of registered capital
from the existing amount of Bt62,100,000 to Bt15,525,000. By
decreasing the number of shares to 155,250 ordinary shares, par
value of Bt100 each, whereby the reduction of the capital was
for the purpose of writing off the accumulated losses in
Strategic.
In such reduction of the registered capital of Strategic, it
will result that Raimon Land Public Company Limited as a
shareholder reduce the number of shares from the existing
341,544 shares, par value of Bt100 each, totaling Bt34,154,400,
to only 85,384 shares, par value of Bt100 each, totaling
Bt8,538,400.
However, the number of the 85,384 shares held by Raimon Land
still accounts for 55% of the registered capital of Strategic in
accordance with the original proportion earlier invested by the
Company.
THAI PETROCHEMICAL: Planner Submits Amended, Reviewed Q203 F/S
--------------------------------------------------------------
Suwit Nivartvong, the Plan Administrator of Thai Petrochemical
Industry Public Company Limited, submitted the amended copy of
the Reviewed Financial Statements for the Second Quarter/2003
ended June 30, 2003. The amendment was made to the Notes to the
Financial Statements No. 10 in respect to the status of Claims
and Legal Proceedings of the Company (pages 50-52) according to
the inconsistencies between the Thai and English translations.
Click http://bankrupt.com/misc/TCRAP_TPI0917.pdfto see copy of
the status of claims and legal proceedings.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
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contained herein is obtained from sources believed to be
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The TCR -- Asia Pacific subscription rate is $575 for 6 months
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*** End of Transmission ***