/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/040102.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 Friday, January 2, 2004, Vol. 7, No. 01 Headlines A U S T R A L I A BURNS PHILP: Debts Hit Three-fourths of Market Capitalization GYMPIE GOLD: Appoints Voluntary Administrators, Receivers GYMPIE GOLD: D'Aguilar Gold Not Affected by Receivership NATIONAL FORGE: Relisting Not Possible While Under Receivership PARMALAT FINANZIARIA: Tanzi Owes up to Multibillion-dollar Fraud C H I N A & H O N G K O N G FAIRWOOD HOLDINGS: Records HK$2.64 Million First-half Net Loss GOLDEN DRAGON: Winding up Hearing Set Last Week of January HONG KONG: Bank of China Initiates Winding up Proceedings SUPER CREW: Faces Winding up Petition in HK High Court I N D O N E S I A * IBRA Grants Four Bankers Amnesty; Waives Criminal Prosecution J A P A N NAKANO CORPORATION: Construction Firm Gets Y13.3B Aid NEC CORPORATION: Separates Laser Processing Business NICHIMO CORPORATION: Creditor OKs Revitalization Plan RESONA HOLDINGS: Dissolves Subsidiary SAMPEI CONSTRUCTION: Creditors OK Y27.2B Aid K O R E A HANARO TELECOM: Issues Shareholders' Registration Notice KOOKMIN BANK: Post Changes in Ownership Structure LG CARD: Creditors May Co-manage Firm M A L A Y S I A DENKO INDUSTRIAL: Enters Capital Reconstruction Scheme INTAN UTILITIES: Issues Default Update SASHIP HOLDINGS: Enters Second Supplemental Agreement TECHNO ASIA: SC OKs Restructuring Scheme Extension TELEKOM MALAYSIA: Units Enter Winding Up Petition TONGKAH HOLDINGS: Issues Restructuring Scheme Proposal P H I L I P P I N E S PHILIPPINE LONG: Unveils Rate Dispute Update S I N G A P O R E ASIA PACIFIC: Issues Dividend Notice CHARTERED SEMICONDUCTOR: Enters Alliance With ZTE Corporation ECON INTERNATIONAL: Issues Restructuring Update HEALTHCARE MEDICAL: Creditors Must Submit Claims by February 3 SEATOWN CORPORATION: Extends Investment Deal to January 26 UOB VENTURE: Issues Debt Claim Notice to Creditors T H A I L A N D BANGKOK BANK: Fitch Elevates Individual Rating to 'D' EMC POWER: Details Sale of EMC Plc's Shares in Subsidiaries ROBINSON DEPARTMENT: Fitch Upgrades Notes to 'Bb(Tha)' * Large Companies with Insolvent Balance Sheets - - - - - - - - ================= A U S T R A L I A ================= BURNS PHILP: Debts Hit Three-fourths of Market Capitalization ------------------------------------------------------------- Burns, Philp & Co., which acquired Goodman Fielder early last year, reported AU$2.82 billion debt for the year ending June 2003, almost double the amount recorded in the previous fiscal year. In a disclosure to the Australian Stock Exchange Tuesday, the group said the debt represents 82.5% of its market capitalization and higher than last year's AU$1.66 billion debt. Investors quickly reacted, pulling down the company's shares three cents to 57 cents on Wednesday, as 20.999 million shares exchanged hands, The Advertiser said. "We currently have a significant amount of debt," admitted Burns Philp in its Annual Financial Information, adding it would need a substantial portion of its cash from operating activities to pay principal and interest on the debt. "[We] may be at a competitive disadvantage to our competitors that have a relatively less debt and have more cash flow available to devote to capital expenditures, research and development and other strategic purposes," it added. "Adverse economic or industry conditions are more likely to have a negative effect on our business because, during periods in which we experience lower earnings and cash flow, we will be required to devote proportionately greater amount of our cash flow to paying principal and interest on our debt," the document stated. Macquarie Equities associate director Lucinda Chan, in explaining the rush to sell Burns Philp shares, told The Advertiser in an exclusive interview that the market may have just overreacted. "It is not new news," Ms. Chan said, adding the debt levels mainly stem from Burns Philp's AU$2 billion-plus acquisition of Goodman Fielder. Burns Philp in November said it was comfortable with market forecasts for its underlying full-year earnings. Analysts, at the time, had forecast earnings before interest, tax, depreciation and amortization (EBITDA) of between AU$550 million and AU$650 million for Burns Philp in 2003/04. The company recorded a 16 percent jump in net profit of $170 million for 2002/03, the report said. Despite rising debts, the company will not abandon its expansion plans. The group stated in its disclosure that it may look at the food and non-alcoholic beverage sector: "We plan to continue to pursue strategic acquisitions that will expand our yeast and bakery ingredients businesses and our activity in the food and non-alcoholic beverage industry generally." "We may not be able to identify or complete additional acquisitions or investments or, if we do and they are consummated, we may not realize any anticipated benefits from such acquisitions or investments," it said. GYMPIE GOLD: Appoints Voluntary Administrators, Receivers --------------------------------------------------------- Following the devastating underground fire at the Southland Colliery over the Christmas period and the mine's subsequent sealing, the Board of Gympie Gold Limited on Tuesday appointed Joseph Hayes and Murray Smith of KPMG as Voluntary Administrators to the Group. Shortly after the Voluntary Administrators were appointed, HSBC Precious Metals (Australia) Limited, acting as Agent for the company's corporate loan facility, appointed Andrew Love, Peter Geroff and Allan Lewis of Ferrier Hodgson as Group Receivers and Managers. Despite cash-on-hand currently and the strong outlook until the last week for future cash flows in light of increased US$ coal prices, the current emergency at the Southland Colliery has caused a rapid and substantial deterioration in Group's financial position and prospects. After taking legal advice, the Directors resolved to appoint Voluntary Administrators, given that: (a) The Southland Colliery is unlikely to resume production for at least some months, Southland having been the Group's primary source of net operating cash flow; (b) The cost of re-establishing production at the Southland Colliery, if proved feasible, cannot presently be quantified, but is likely to be substantial; (c) It is not impossible to quantify the amount to be recovered from insurance at present, and in any event the insurance recovery will not be immediately received; (d) The second tranche of the recent AU$25 million placement will not proceed and the General Meeting called to approve the second tranche will not be held; and (e) Alternative sources of financial support have not been forthcoming. The Board of Directors, Managing Director and staff are proactively assisting the Voluntary Administrators and Receivers and Managers, with a view to preserving as much value as possible for all stakeholders. The Voluntary Administrators will be convening a meeting of creditors (including Convertible Noteholders) to be held within five business days. Over the coming weeks, the Administrators will review the Group's financial position and will likely report to creditors again in the next month or so regarding the Group's future. Information for shareholders on the Administration will also be posted on the Company's Web site (http://www.gympiegold.com.au/). GYMPIE GOLD: D'Aguilar Gold Not Affected by Receivership -------------------------------------------------------- The Directors of D'Aguilar Gold Limited wish to advise that the Company's exploration program is in no way affected by the recent appointment of Receivers and Managers to Gympie Gold Limited. Gympie Gold does not have any current or future obligations to D'Aguilar or any of D'Aguilar projects. Gympie Gold holds 14.5 million shares in D'Aguilar, all of which remain subject to ASX or voluntary restriction agreements. D'Aguilar's drilling program will re-commence at the Shamrock on January 5, 2004, following a short Christmas break, and will commence drilling at Mt. Clara on January 12, 2004. D'Aguilar is continuing to explore the exciting D'Aguilar Project Area in southeast Queensland unaffected by the appointment of Receivers and Managers to Gympie Gold. Further information regarding this announcement or on the Company may be reviewed on the Company Web site (http://www.daguilar.com.au)or by calling Nicholas Mather, Managing Director or Duncan Cornish, Company Secretary on +61 7 3839 5113. On behalf of the Board D P Cornish Company Secretary D'Aguilar Gold Limited NATIONAL FORGE: Relisting Not Possible While Under Receivership --------------------------------------------------------------- Troubled forging company, National Forge Ltd., cannot relist on the stock exchange, as proposed by an investment syndicate, while it is under receivership, administrator Richard Cauchi said Tuesday. In a note to creditors, Mr. Cauchi of CJL Partners said there remains a number of major issues confronting receivers that make it impossible to take up the proposed relisting. These issues relate to uncertainties over whether some assets -- including the company's Cross Street (West Footscray Engineering) site -- belonged to National Forge Ltd. or National Forge (Operations Pty Ltd. In addition, there are also disputes over trade creditor claims during the trading period of the receivership. So far, receivers and managers David McEvoy and Nick Brooke of PricewaterhouseCoopers had been able to partially retire majority of the group's operations, but they remain in possession of specific assets. As a result, Mr. Cauchi said, creditors' convening period had been extended until June 30, 2004, under a recent order by the Supreme Court of Victoria. According to Asia Pulse, until all these issues are resolved, the proposal of an investment syndicate, which provided for the recapitalization and relisting of National Forge under a deed of company arrangement, would be unable to proceed. "The proposal in its current form is unable to be pursued due to the continuing appointment of the receivers and managers," Mr. Cauchi told Asia Pulse in an exclusive interview. The company, which supplies titanium alloy turbine blades to the major jet engine manufacturers in the United States, Europe and south-east Asia, went into receivership on October 16, 2002. PARMALAT FINANZIARIA: Tanzi Owes up to Multibillion-dollar Fraud ---------------------------------------------------------------- Parmalat Finanziaria S.p.A. founder, Calisto Tanzi, finally admitted "diverting" and "misappropriating" hundreds of millions of dollars of company funds, The Advertiser said Wednesday. The former chairman and CEO, who resigned two weeks ago, made the admission while being questioned by authorities inside his cell at Milan's San Vittore prison, according to his lawyer, Fabio Belloni. "He admitted diverting funds," The Advertiser quoted Mr. Belloni as saying, adding his client had said he had funnelled around EUR500 million (US$838 million) away from Parmalat and into other companies, including Parmatour, a family-owned tourism company. This amount comes close to the ballpark figure earlier given by authorities, who subsequently ordered the manhunt of Mr. Tanzi for allegedly embezzling more than US$1 billion from Parmalat. The disgraced founder was arrested over the weekend and is now facing various charges, including fraud, false accounting and market rigging. Meanwhile, Parmalat -- Italy's eighth-biggest group -- was declared insolvent at the weekend. On Tuesday, the U.S. Securities and Exchange Commission charged the company with securities fraud, accusing it of misleading investors in "one of the largest and most brazen corporate financial frauds in history." "In a complaint filed in New York Federal Court, the U.S. Securities and Exchange Commission accused Parmalat of cheating prospective U.S. bond investors by overstating its assets by billions of dollars in audited financial statements," The Advertiser said. "The complaint stated that between August and November this year, Parmalat fraudulently offered US$100 million of unsecured debt to investors by 'materially overstating the company's assets and materially understating its liabilities'," the paper added. ============================== C H I N A & H O N G K O N G ============================== FAIRWOOD HOLDINGS: Records HK$2.64 Million First-half Net Loss -------------------------------------------------------------- Fast food chain operator Fairwood Holdings dipped to a first- half net loss of HK$2.64 million, according to The Standard, from a profit of HK$2.52 million a year earlier. For the six months ended September, turnover shrank to HK$354.68 million from HK$377.45 million, the paper added. No dividend was declared. GOLDEN DRAGON: Winding up Hearing Set Last Week of January ---------------------------------------------------------- The High Court of Hong Kong will hear on January 28, 2004 at 9:30 a.m. the petition seeking the winding up of Golden Dragon Food Company Limited. by Chung Cheuk Lee of Room 428, Tin Fuk House, On Ting Estate, Tuen Mun, New Territories, Hong Kong filed the petition on November 24, 2003. Tam Lee Po Lin, Nina represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Tam Lee Po Lin, Nina, which holds office on the 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. HONG KONG: Bank of China Initiates Winding up Proceedings --------------------------------------------------------- The High Court of Hong Kong will hear on February 4, 2004 at 9:30 a.m. the petition seeking the winding up of Hong Kong High Polystyrene Chemical Industry Company Limited. Bank of China (Hong Kong) Limited of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on November 26, 2003. Gallant Y.T. Ho & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Gallant Y.T. Ho & Co., which holds office on the 4th Floor, Jardine House, No. 1 Connaught Place, Central Hong Kong. SUPER CREW: Faces Winding up Petition in HK High Court ------------------------------------------------------ The High Court of Hong Kong will hear on January 21, 2004 at 9:30 a.m. the petition seeking the winding up of Super Crew Limited. Tai Yuen Fai of Room 207, Yeung Shue House, Lei Muk Shue Estate, Kwai Chung, New Territories, Hong Kong filed the petition on November 21, 2003. Tam Lee Po Lin, Nina represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Tam Lee Po Lin, Nina, which holds office on the 34th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai Hong Kong. ================= I N D O N E S I A ================= * IBRA Grants Four Bankers Amnesty; Waives Criminal Prosecution --------------------------------------------------------------- Four former bankers, accused of misappropriating bailout funds extended by the government at the height of the Asian financial crisis, are set to walk away unscathed and without fear of potential criminal prosecutions, The Jakarta Post said Wednesday. The paper identified the four as Sudwikatmono, The Nin King, Ibrahim Risjad and Liem Hendra. They are among 35 former bank owners who received a collective IDR144.5 trillion from the central bank between 1997-98 to help their banks stay afloat. Many of them, according to the paper, were later accused by the Supreme Audit Agency (BPK) of misusing much of the funds. To avoid possible criminal charges, they signed a debt settlement scheme with the Indonesian Bank Restructuring Agency (IBRA), which allowed them to settle their debts to the state through cash and assets. "The scheme was divided into three categories: Master of Settlement and Acquisition Agreement (MSAA), Master of Refinancing and Note Issuance Agreement (MRNIA) and Deeds of Indebtedness (APU)," The Jakarta Post said. Sudwikatmono is the former owner of Bank Surya and Subentra, while The Nin King formerly owned Bank Dana Utama. Ibrahim Risjad is the former owner of Bank Risjad Salim, and Liem of Bank Bumi Internasional. Sudwikatmono owed the state IDR1.8 trillion; The Nin King, IDR15.1 billion; Ibrahim Risjad, IDR0.6 trillion; and Liem Hendra, IDR10.1 billion. IBRA Spokesman Rohan Hafas said on Tuesday two of the bankers were set to sign a document Wednesday declaring that they had repaid their debts to the state in full. Accordingly, their cooperation and repayment of their outstanding debt had entitled them to be cleared from all charges of violating banking regulations. Meanwhile, Mr. Rohan said the agency had decided to grant the "cooperative debtors" status to eight more former bankers: Honggo Wendratmo, Hashim S. Djojohadikusumo, Njoo Kok Kiong, Suparno Adijanto, Andy Hartawan, Ganda Eka Handria, Philip S. Widjaja and Mulyanto Tanaga. The eight have a combined debt of more than IDR600 billion. ========= J A P A N ========= NAKANO CORPORATION: Construction Firm Gets Y13.3B Aid ----------------------------------------------------- Nakano Corporation has entered an agreement with the Bank of Tokyo-Mitsubishi and Mitsubishi Trust & Banking Corporation, under which the two banks will provide 13.3 billion yen in financial aid to the midsize construction Company, Kyodo News reports. Under the agreement, the banks will forgive 10.5 billion yen in loans to Nakano and purchase 2.8 billion yen in preferred shares to be issued by the construction firm. NEC CORPORATION: Separates Laser Processing Business ---------------------------------------------------- NEC Corporation (NEC) announced last week that at the meeting of its Board of Directors held on December 25, 2003, it was resolved that NEC spin off its laser processing business. NEC plans to establish a wholly owned subsidiary and transfer NEC's laser processing business to the New Company by means of the corporate separation or Kaisha Bunkatsu under the Commercial Code of Japan effective April 1, 2004. 1. Purpose of the corporate separation NEC's laser processing business is highly competitive in the solid-state laser market and the demand in the market is expected to be solid in the future. In addition, this business is expected to expand rapidly in the market of laser repairs for liquid crystal displays. In order to achieve further enhancement of such laser processing business, NEC made a decision to call capital from third parties after spinning off and integrating the laser processing business with other related business of its other subsidiaries, and to conduct, under such third parties' initiative, more active research and development activities as well as rapid and efficient business operation specialized in laser processing. For the purpose of establishing such business operation, NEC decided to transfer its laser processing business to the New Company by the corporate separation, and, at the same time, integrate the relevant businesses into the New Company: NEC Laser & Automation, Ltd. (NEC Laser & Automation), a wholly- owned subsidiary of NEC, will transfer its manufacturing and maintenance divisions to the New Company by means of the corporate separation and NEC Robotics Engineering, Ltd. will transfer its assets of the design and software development divisions related to the laser business to the New Company, respectively, effective on the same date as NEC's corporate separation above. After such integration, NEC will sell all of its shares of the New Company to a Company to be financed by NEC, an investment fund, which is managed by Japan Industrial Partners, Inc. (JIP) and the other Company (the Taking-over Company). NEC singed the stock transfer agreement with JIP recently and the corporate separation is supposed to carry out pursuant to such agreement. The outline of the corporate separation is as follows: 2. Outline of the corporate separation (1) Schedule of the corporate separation (tentative date) Incorporation of the New Company January 15, 2004 Board approval (both NEC and NEC January 29, 2004 Laser & Automation Signing of the agreement for the corporate February 4, 2004 separation (both NEC and NEC Laser & Automation) Extraordinary general meeting of February 23, 2004 shareholders for the approval of the agreement of the corporate separation (the New Company) Effective date of the corporate separation April 1, 2004 Date of commercial registration April 1, 2004 (2) Type of the corporate separation (i) Type of the corporate separation Bunshagata Kyushu Bunkatsu under Commercial Code of Japan in which NEC is a transferring party and the New Company is a transferred party. (ii) Reason for using the Bunshagata Kyushu Bunkatsu The New Company will allot all of its shares issued under corporate separation to NEC and NEC plans to transfer the shares of the New Company to the Taking-over Company. (3) Allotment of the New Company's shares The New Company will issue 10,000 shares of its common stock and allot all the shares to NEC. (4) Money to be paid to the New Company at the corporate separation None (5) Assets, liabilities, rights and obligations to be transferred to or assumed by the New Company Account receivable, inventories, tangible fixed assets, account payable, intellectual property rights, agreements, and other rights and obligations, which belong to the laser processing business. Employees who are engaged in the laser processing business will be seconded to the New Company in the meantime. (6) Prospects of payment of debts (i) Prospects of payment of NEC's debts The book value of NEC's total assets will remain unchanged because NEC adopted the Bunshagata Kyushu Bunkatsu. In addition, the events, which prevent NEC from paying debts have not occurred and are not expected to occur at present. Therefore, NEC is expected to pay its debts, which will become due after the effective date of the corporate separation. (ii) Prospects of payment of the New Company's debts NEC and NEC Laser & Automation will transfer its respective laser processing business to the New Company by the corporation effective April 1, 2004. In each corporate separation, the amount of transferred assets is expected to exceed the amount of transferred debts. In addition, the events, which prevent the New Company from paying debts, are not expected to occur at present. Therefore, NEC is expected for the New Company to pay its debts, which will become due after the effective date of the corporate separation. (7) The New Company's directors and corporate auditors to be appointed at the time of the corporate separation: None 3. Description of business to be separated (1) Business to be separated The laser processing business, which NEC's Laser Solutions Division is in charge of is to be separated. After the corporate separation, the New Company is expected to have sales of approximately 9 billion yen and about 270 employees. (2) Total assets and liabilities, which belong to the business to be separated Total assets of the business to be separated at the end of March, 2003 was approximately 4 billion yen and liabilities of the business to be separated at the same date was approximately 2.5 billion yen. 5. Outline of NEC after the corporate separation (1) Company Name: NEC Corporation (2) Business areas: Sale of computers, communications equipment, electron devices and software, and provision of Internet solutions including relevant services (3) Head office: 7-1, Shiba 5-chome, Minato-ku, Tokyo (4) Representative: Akinobu Kanasugi, President (5) Stated Capital: 329, 976 million yen (As of Dec. 17, 2003. There is no decrease in stated capital due to the corporate separation above) (6) End of fiscal year: March 31 (7) Effect on NEC's: The corporate separation above will have operating results little effect on NEC's operating results. NEC Corporation aims to cut its debt-to-equity ratio to one from a current 3.54, in an effort to shore up a badly weakened balance sheet, according to TCR-AP. The Company's equity-to- asset ratio remains below 10 percent, compared with nearly 20 percent a decade ago, due in part to the lingering effects of record losses in 2001/2002 and an under funded pension plan. NICHIMO CORPORATION: Creditor OKs Revitalization Plan ----------------------------------------------------- Resona Bank Ltd. (President: Masaaki Nomura), one of the banking subsidiaries of Resona Holdings Inc., acceded to the business revitalization plan formulated by its customer, Nichimo Corporation. Resona Bank intends to cooperate with the Resolution and Collection Corporation (RCC) towards fulfillment of the revitalization plan. (RCC has also decided to give considerations go possible assistance it can provide for the Company.) Resona Bank will provide the Company with the following financial assistance on the condition that other financial institutions also accede to the business revitalization plan. 1. Outline of the Company Address: 20-19, Shimanouchi 1-chome, Chuo-ku, Osaka Representative: Seiji Tsuji Amount of capital: 14,687 million yen Line of Business: Real Estate Business 2. Financial Assistance Debt forgiveness: 27.6 billion yen In addition to the above, the Company asked for debt equity swap totaling 2.5 billion yen. (Consideration is being given to the types of stocks, terms of issuance, etc. at the moment.) Other banking subsidiaries of Resona HD, Saitama Resona Bank, Kinki Osaka Bank and Nara Bank have no claims to the Company. 3. Impact of this development on the forecasted earnings: The expected amount of loss arising from this development is within the loan loss reserves provided against the claims to the Company. Therefore, the forecasted earnings of Resona HD for the fiscal year ending March 31, 2004 remain unaffected. For a copy of the press release, go to http://www.resona-hd.co.jp/e-ir/pdf/i_01/031225_4a.pdf RESONA HOLDINGS: Dissolves Subsidiary ------------------------------------- Resona Holdings, Inc. (Resona HD) announced that it passed a resolution to dissolve one of its consolidated subsidiaries, Resona Overseas Servicing Co., Limited (ROSCO) contingent on the approvals from competent authorities. 1. Reason for the dissolution ROSCO was established on October 27, 1999, as a trustee Company for various administrative duties in relation to the assets transferred to the Japanese head-office account, following the closure of the former Daiwa Bank's Hong Kong office. Since these pending businesses were almost settled, Resona Bank decided to dissolute ROSCO. 2. Outline of ROSCO Address: Room 1102, 11th Floor, Far East Finance Centre, 16 Harcourt Road, Hong Kong, S.A.R., People's Republic of China Representaive: Yoshiyuki Doubata Amount of Capital: HK$200 thousands (100 percent owned by Resona Bank, Ltd.) Line of Business: Trustee Company for administrative duties in relation to the assets transferred to the Japanese head-office account. 3. Schedule Date for the dissolution: January 31, 2004 4. The dissolution does not affect the forecasted earnings of Resona HD for the fiscal year ending March 31, 2004. SAMPEI CONSTRUCTION: Creditors OK Y27.2B Aid -------------------------------------------- Sampei Construction Co. said that Resona Bank has decided to grant its request for 27.2 billion yen in financial aid, Kyodo News reports. Of the tally, a 24.2 billion yen portion will be provided in the form of a debt waiver, with the remainder granted by exchanging the Company's debts for shares. The construction firm is seeking to rehabilitate with the help of the government-run Resolution and Collection Corporation. The rehabilitation program calls for halving its 325-person workforce to 175 persons, while reducing the benefits of board members by 20 percent and the wages of employees by 10 percent. ========= K O R E A ========= HANARO TELECOM: Issues Shareholders' Registration Notice -------------------------------------------------------- Hanaro Telecom Inc. issued an announcement regarding the closing of the Company's shareholders' register, filed with Korea Securities Dealers Association Automated Quotation Market (KOSDAQ) and the Financial Supervisory Commission of Korea on December 16, 2003. NOTICE OF SHAREHOLDERS' REGISTER CLOSING 1. Fixed Date: December 31, 2003 2. Period for Closing of Shareholder Register: Jan. 1, 2004 - Jan. 31, 2004 3. Reason(s) for Closing 2004 Annual General Meeting of Shareholders 4. Date of Resolution of the Board of Directors: - 5. Others: Pursuant to Article 13 of the Articles of Incorporation, the period for the closure of the shareholders' register is a month from the date immediately following the date of the book closing. KOOKMIN BANK: Post Changes in Ownership Structure ------------------------------------------------- On December 19, 2003, Kookmin Bank's ownership structure has changed as a result of the Korean government's sale of all of the Company's common shares. Prior to this disposal, the Korean government was the Company's largest single shareholder and held 30,623,761 shares of our common stock, a Company statement said. In terms of voting rights, ING Bank N.V. Amsterdam is the largest shareholder, which is entitled to exercise its voting rights as a one entity. As of June 17, 2003, our latest shareholders' registry closing date, it holds 12,716,691 shares, approximately 3.78 percent of our common stocks. Kookmin Bank will update its ownership information once this information is confirmed after closing the shareholders' registry in connection with our annual shareholders' meeting for the fiscal year 2003. As of December 19, 2003, the Company holds 31,016,623 shares, or approximately 9.22 percent of the total issued common stock as treasury stock as a result of our purchase of most of our shares of common stock held by the Korean government. LG CARD: Creditors May Co-manage Firm ------------------------------------- The creditors of LG Card are pushing the ailing card firm under the joint management of 16 financial institutions if the December 30 auction to sell the issuer fails to draw any bidder, the Korea Herald reports. If the creditors agree on the joint- management scheme, they will inject an additional 2 trillion won into the issuer, which has 3.24 trillion won more debt than assets. The two sets of loans worth a total of 4 trillion won will then be converted into equity. The parent LG Group will be asked to buy 950 billion won worth of new shares in the troubled unit, which will add to an earlier sale of 200 billion won of new shares to existing stakeholders. =============== M A L A Y S I A =============== DENKO INDUSTRIAL: Enters Capital Reconstruction Scheme ------------------------------------------------------ Denko Industrial Corporation announced a capital reconstruction scheme pursuant to the order of the High Court of Malaya under Section 64 of the Companies Act, 1965, to be effected as follows: A reduction of Denko's existing issued and paid-up share capital of RM43,855,815 comprising 43,855,815 ordinary shares of RM1.00 each (Denko Shares) to RM10,963,954 comprising 43,855,815 ordinary shares of RM0.25 each to be effected by the cancellation of RM0.75 of the par value of each ordinary share (Capital Reduction); A cancellation of the un-issued share capital of the Company of RM56,144,185 divided into 56,144,185 Denko Shares (being the difference between the authorized share capital of RM100,000,000 comprising 100,000,000 Denko Shares and the existing issued and paid-up share capital of RM43,855,815, comprising 43,855,815 Denko Shares) that have not been taken up or agreed to be taken by any person; A consolidation of the resultant 43,855,815 ordinary shares of RM0.25 each into 10,963,954 new Denko Shares (Consolidated Shares) on the basis of four (4) ordinary shares of RM0.25 each into one (1) Consolidated Share; and Cancellation of RM44,000,000 from the share premium account of Denko which stood at RM47,136,152 as at 31 March 2003; Notice is hereby given that the Record of Depositors of the Company will be closed at 5.00 p.m. on 16 January 2004, Friday to determine: (i) Shareholders whose shares will be subjected to the Capital Reduction; and (ii) Shareholders' entitlement to the Consolidated Shares. Further notice is hereby given that a depositor shall qualify for entitlement to the Consolidated Shares only in respect of: (i) Denko Shares transferred into the Depositors' Securities Account before 4 P.M. on 16 January 2004, Friday in respect of ordinary transfer; and (ii) Denko Shares bought on the Kuala Lumpur Stock Exchange (KLSE) on a cum entitlement basis according to the Rules of the KLSE. INTAN UTILITIES: Issues Default Update -------------------------------------- Further to the announcement dated 28 November 2003 and pursuant to Paragraphs 9.02 and 9.04 (1) of the Listing Requirements and Practice Note 1/2001, the Board of Directors of Intan Utilities Berhad announced the summary of the borrowings in default and the steps taken to address the defaults by IDS Electronics Sdn. Bhd. (IDSE) and IDS Technology Sdn. Bhd. (IDST), 69 percent effectively-owned subsidiaries of Intan Utilities Berhad, details of which are as follows: For a copy of the list of loans defaulted as at 30 November 2003 go to http://announcements.klse.com.my/linkwebmainpage.nsf/lca.htm SASHIP HOLDINGS: Enters Second Supplemental Agreement ----------------------------------------------------- Further to our announcement dated 18 December 2003, AmMerchant Bank Berhad (AmMerchant Bank), on behalf of the Saship Holdings Berhad (SHB), announced that the Special Administrators of SHB and Ramunia Energy & Marine Corporation Sdn Bhd (Ramunia) had on 29 December 2003, entered into a second supplemental principal agreement to record further amendments to the Principal Agreement dated 21 November 2003 and the Supplemental Principal Agreement dated 18 December 2003 (Second Supplemental Agreement). (The Principal Agreement dated 21 November 2003, Supplemental Principal Agreement dated 18 December 2003 and the Second Supplemental Agreement are collectively referred to as "Principal Agreements) In addition, the said parties had via a letter dated 29 December 2003, confirmed that the purchase consideration for Teluk Ramunia Fabrication Yard (TR Yard) and Ramunia Fabricators Sdn Bhd (RFSB) shall be RM160,000,000 and RM100,000,000 respectively following the valuation on TR Yard carried out by Messrs Irhamy & Co, the valuer, and the review by Messrs Shamsir Jasani Grant Thornton, the Reporting Accountants, of the profit forecast after tax of RFSB. The Proposed Transactions to be undertaken by SHB as revised pursuant to the Second Supplemental Agreement are set out in Section 2 below. 2. REVISIONS TO THE PROPOSED TRANSACTIONS The revisions to the Proposed Transactions as announced on 18 December 2003 are as follows: 2.1 Proposed Share Capital Reorganization Where deemed necessary by the Company, the proposed exercise for the reduction and consolidation of its share capital in the manner set out below shall be undertaken and completed by the Company: (i) Reduction of the existing issued share capital of the Company comprising 46,620,155* ordinary fully paid-up shares of RM1.00 each by cancellation of RM0.80 of the par value of RM1.00 (which is un-represented by the assets of the Company) resulting in a nominal value of RM0.20 for each ordinary share; and (ii) Thereafter, the consolidation of five (5) ordinary shares of RM0.20 each into one (1) ordinary fully paid-up share of RM1.00 each resulting in the reduced and consolidated share capital of the Company of 9,324,031 shares (Consolidated Shares). * On 2 September 2002, the High Court granted an Order (Court Order) for the capital reduction of the share capital of SHB of RM233,100,776 comprising 233,100,776 ordinary shares of RM1.00 each to RM46,620,155 comprising 233,100,776 ordinary shares of RM0.20 each and thereafter consolidation of the 233,100,776 ordinary shares of RM0.20 each into 46,620,155 ordinary shares of RM1.00 each (Capital Reduction). On 1 October 2002, SHB announced that the Court Order has been lodged with the Companies Commission of Malaysia (CCM) on 12 September 2002 and the Company is waiting for the Certificate of Lodgment of Order of High Court confirming the Capital Reduction to be issued by the CCM i.e. the Form 29. The Form 29 has been issued by the CCM on 12 September 2002 confirming that the Court Order has been lodged with it. 2.2 Proposed Share Swap The acquisition of the entire issued and paid-up share capital of the Company by Operasi Unggul Sdn Bhd (Operasi Unggul) from the existing shareholders of the Company in consideration of the issuance of 9,324,031 ordinary shares of RM1.00 each in Operasi Unggul (Shares) credited as fully paid-up in exchange for the Consolidated Shares on the basis of one Share for each Consolidated Share or if the Proposed Share Capital Reorganization is not undertaken, in consideration of the issuance of 9,324,031 Shares credited as fully paid-up in exchange for the entire issued and paid-up capital in the Company on the basis of one Share for every five(5) ordinary shares of RM1.00 each in the Company. 2.3 Proposed Debt Settlement Simultaneously with the Proposed Share Swap, Operasi Unggul will issue 24,175,969 Shares credited as fully paid-up to the Special Administrators or to the trustee/agent of the Creditors (as defined below) appointed pursuant to a workout proposal (Creditors' Agent) holding for the creditors of SHB whose claims are admitted for the purposes of the workout proposal (Creditors) in the manner and proportion to be determined by the Special Administrators. The Special Administrators or the Creditors' Agent will then offer for sale the said Shares pursuant to the Proposed ROS/Placement and the proceeds arising will be utilized for settlement to the Creditors. 2.4 Proposed ROS/Placement After the completion of the Proposed Share Swap, Proposed Debt Settlement and Proposed Ramunia Assets Acquisition, Ramunia shall cause a proposed restricted offer for sale/placement in the manner set out below: (i) Proposed ROS/Placement of Shares The Special Administrators or the Creditors' Agent will offer for sale 9,324,031 Shares to the existing shareholders of SHB on the basis of one (1) Share for every one (1) Share held by the shareholders and place out 14,851,938 Shares to the public at the offer price of RM1.00 per Share. (ii) Proposed ROS of ICULS with Warrants/Placement of ICULS and/or Warrants Ramunia will offer for sale 18,648,062 irredeemable convertible unsecured loan stocks 2004/2007 in Operasi Unggul (ICULS A) and 37,296,124 irredeemable convertible unsecured loan stocks 2004/2009 in Operasi Unggul (ICULS B) with 9,324,031 free warrants in Operasi Unggul (Warrants) to the existing shareholders of SHB at the offer price of RM1.00 per ICULS A/ICULS B (collectively referred to as "ICULS). In addition, Ramunia may place out such number of ICULS and/or Warrants at an offer price to be determined by Ramunia in order to meet the public shareholding spread requirement of the Kuala Lumpur Stock Exchange Listing Requirements. Ramunia undertakes to procure underwriting arrangements to be in place to underwrite 24,175,969 Shares to be issued to the Special Administrators or the Creditors Agent at the price of not less than RM1.00 per Share for the purposes of the Proposed ROS/Placement of Shares. Any costs and expenses incurred in relation thereto shall be borne by Ramunia. Save for the above, there are no other changes to the Proposed Transactions i.e. any change to the Proposed Ramunia Assets Acquisitions, Proposed Share Disposal and Proposed Transfer of Listing Status. 3. EFFECTS OF THE REVISIONS The revisions will not have any effects on the net tangible assets, gearing, earnings, substantial shareholders' shareholdings and dividends as set out in the announcement dated 18 December 2003. The effects of the revisions on the share capital of Operasi Unggul is set out in Table 1 below. This announcement is dated 29 December 2003. Table 1: No. of shares of RM1.00 each RM Existing issued and paid-up share capital 2 Shares to be issued pursuant to the Proposed Share Swap 9,324,031 9,324,033 Shares to be issued pursuant to the Proposed Debt Settlement 24,175,969 33,500,002 Shares to be issued pursuant to the Proposed Ramunia Assets Acquisitions 78,000,000 111,500,002 Upon full conversion of ICULS A 78,000,000 Upon full conversion of ICULS B 104,000,000 293,500,002 Upon full exercise of Warrants 140,400,000 Enlarged share capital 433,900,002 TECHNO ASIA: SC OKs Restructuring Scheme Extension -------------------------------------------------- Further to the announcement made on 15 December 2003, AmMerchant Bank Berhad on behalf of Techno Asia Holdings Berhad (TAHB), announced that the Securities Commission (SC) had via its letter dated 24 December 2003 (which was received on 29 December 2003), approved TAHB's application for an extension of time of up to 30 June 2004 to complete the implementation of the Restructuring Scheme of TAHB and 31 December 2004 to complete the implementation of the Disposals by TAHB. TELEKOM MALAYSIA: Units Enter Winding Up Petition ------------------------------------------------- Telekom Malaysia Berhad (TM) announced that two (2) of its wholly-owned subsidiaries held via Celcom (Malaysia) Berhad namely, CT Communication Sdn Bhd (Company No. 162433-D) (CT Comm) and Firent Management Services Sdn Bhd (Company No. 117147-K) (Firent), had commenced members' voluntary winding-up on 5 December 2003 pursuant to Section 254(1)(b) of the Companies Act, 1965. Pursuant thereto, Encik Mohd Afrizan bin Husain and Encik Khairul Azahar bin Ariffin of Messrs Afrizan Tarmili Khairul Azhar, 10th Floor Bangunan Yayasan Selangor, 74 Jalan Raja Muda Abdul Aziz, 50300 Kuala Lumpur were appointed as the Liquidators for CT Comm and Firent on the same day. INFORMATION ON CT COMM CT Comm was incorporated in Malaysia on 6 July 1987. Its present authorized and issued and paid-up capital are RM25,000 comprising 25,000 ordinary shares of RM1.00 each and RM10,000 comprising 10,000 ordinary shares of RM1.00 each respectively. The principal activities of CT Comm were the provision of two- way communication services and the sale of telecommunication equipment. CT Comm has been inactive since 2000. INFORMATION ON FIRENT Firent was incorporated in Malaysia on 28 March 1984. Its present authorized and issued and paid-up capital are RM25,000 comprising 25,000 ordinary shares of RM1.00 each and RM4 comprising 4 ordinary shares of RM1.00 each respectively. The intended principal activity of Firent was to provide management services. Firent has been inactive since 1990. Rationale for the Winding-up The Winding-up exercise of these companies is part of the rationalization and streamlining exercise of the TM Group. FINANCIAL EFFECTS OF THE WINDING-UP The Winding-up of CT Comm and Firent will not have any material effect on TM Group. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST None of the Directors and Substantial Shareholders of TM or persons connected with them has any interest, direct or indirect, in the Winding-up. DIRECTORS' OPINION ON THE WINDING-UP The Directors of TM are of the opinion that the Winding-up is in the best interest of TM. TONGKAH HOLDINGS: Issues Restructuring Scheme Proposal ------------------------------------------------------ Reference is made to a condition imposed by the Securities Commission (SC) via its letter dated 29 January 2003, which was announced on 6 February 2003, wherein, the details of the proposed placement of the ordinary shares of RM1.00 each in Harbour-Link Group Berhad (HLG) (HLG Shares) to comply with the 25 percent public spread should be furnished to the SC for its approval before the implementation of the Proposed Restructuring Scheme. Pursuant thereto, Public Merchant Bank Berhad (PMBB), on behalf of the Board of Tongkah Holdings Berhad (THB), had on 19 December 2003, written to the SC for its approval in relation to the placement of 40,936,044 HLG Shares by the vendors of Harbour-Link (M) Sdn Bhd, Harbour Agencies (Sarawak) Sdn Bhd, Eastern Soldar Engineering & Construction Sdn Bhd (ESEC) and the creditors of THB to identified placees at a placement price of RM1.05 per HLG Share (Placement). Pursuant thereto, PMBB, on behalf of the Board of THB, is pleased to announce that the SC had approved the Placement via its letter dated 23 December 2003, which was received on 24 December 2003. PMBB, on behalf of the vendors of ESEC, namely, Toh Guan Seng and Hooi Yen Peng, being the vendors of ESEC, had also made an application to the SC to allow them to transfer their HLG Shares to be placed under moratorium, comprising 22,500,000 HLG Shares (i.e. 11,250,000 HLG Shares each by Toh Guan Seng and Hooi Yen Peng) to Sempian Holdings Sdn Bhd (SHSB) and ESE Construction Sdn Bhd (ESE) (Transfer) as follows: Name No of shares to be placed After the Transfer under moratorium as imposed by the SC earlier Toh Guan Seng 11,250,000 - Hooi Yen Peng 11,250,000 - SHSB* - 8,000,000 ESE* - 14,500,000 22,500,000 22,500,000 * SHSB and ESE are investment holding companies owned by Toh Guan Seng and Hooi Yen Peng. Further thereto, PMBB, on behalf of the vendors of ESEC, is pleased to announce that the SC had approved the Transfer via its letter dated 24 December 2003, which was received on 26 December 2003. In addition, PMBB, had on 15 December 2003, on behalf of the Board of THB and HLG, written to the Ministry of International and Trade Industry (MITI) to withdraw its earlier request to MITI to nominate suitable Bumiputera investors to subscribe for up to 12,500,000 ordinary shares of RM1.00 each in HLG, being part of the settlement for the debt restructuring of THB (Settlement Shares), as THB and HLG had made arrangements in placing out the Settlement Shares for the creditors of THB. Pursuant thereto, PMBB, on behalf of the Board of THB is pleased to announce that the MITI had via its letter dated 26 December 2003, stated that it has no objection to THB/HLG's application to cancel the relevant condition as set out in its letter dated 11 April 2003, wherein, the proposed placement of up to 12,500,000 Settlement Shares to Bumiputera shareholders are subject to the approval of the MITI. Further, all conditions imposed by the MITI via its letters dated 11 April 2003 and 31 October 2003 shall remain. In addition, THB/HLG are required to inform the MITI upon the completion of the implementation of the placement of the Settlement Shares. ===================== P H I L I P P I N E S ===================== PHILIPPINE LONG: Unveils Rate Dispute Update -------------------------------------------- Philippine Long Distance Telephone Co. (PLDT) is still in talks with U.S. carrier AT&T Corporation to settle their months-long dispute over the rates that PLDT has to charge for calls from the U.S. to the Philippines, AFX Asia reports. Earlier, PLDT wireless unit Smart Communications Inc. signed a deal with AT&T effectively allowing direct connection with the U.S. carrier. AT&T reportedly owes PLDT between US$6-7 million in unpaid termination charges. The FCC earlier ordered U.S. carriers to suspend payments to their Philippine counterparts for processed inbound calls from America. The decision is based on the US carriers' claims that PLDT and other local telecom companies are blocking calls to force them to pay higher termination fees. ================= S I N G A P O R E ================= ASIA PACIFIC: Issues Dividend Notice ------------------------------------ Asia Pacific Construction Pte Ltd. issued a notice of first and final dividend as follows: Address of Registered Office: Formerly of 7500A Beach Road #16- 322 The Plaza Singapore 199591. Court: Supreme Court, Singapore. Number of Matter: Companies Winding Up No. 236 of 1995. Amount Per Centum: 2.98 percent. First and Final or otherwise: First & Final Dividend. When Payable: 12th day of December 2003. Where Payable: The Official Receiver The URA Centre (East Wing) 45 Maxwell Road #06-11 Singapore 069118. SUNARI BIN KATENI Assistant Official Receiver. CHARTERED SEMICONDUCTOR: Enters Alliance With ZTE Corporation ------------------------------------------------------------- Chartered Semiconductor Manufacturing, one of the world's top three dedicated semiconductor foundries, and ZTE Corporation (Shenzhen Stock Exchange (SSE), People's Republic of China (PRC), the leading telecommunication equipment manufacturer and network solutions provider in China, recently announced their collaboration to produce integrated circuits (ICs) targeting switches and routers. Several IC products based on various technology nodes have completed process qualification, and production is planned for the first quarter of 2004. These products utilize Chartered's proven BiCMOS and analog processes. As part of their ongoing collaboration, the companies continue to engage in various qualification and prototyping activities involving multiple products and technology nodes. "ZTE is extremely pleased to collaborate with Chartered as our long-term, trusted foundry partner for the manufacturing of state-of-art ICs targeting telecommunication networking solutions," said Mr. Guo Changsong, ASIC product general manager of ZTE. "Through its network of qualified partners, Chartered has supported us with a holistic ecosystem of value-Chartered and ZTE Collaborate on IC Manufacturing for Telecom Switches and Routers / 2 added design and back-end solutions that delivers design support, manufacturing, and IC test and packaging services. As a result, our designers were able to achieve significant time efficiencies along the value chain while attaining high yields and performance functionality at the chip level." "Recognizing the needs of the semiconductor market in China, Chartered's goal is to provide complete yet localized solutions that will enable fast-growing semiconductor companies, such as ZTE, to commercialize their products both within China and globally," said Mr. Bo Cheng, Vice President and general manager of Asia Pacific for Chartered. "Chartered is pleased with the success ZTE has achieved in leveraging an array of Chartered's offerings to develop complete solutions and bring products to market quickly." About Chartered Chartered Semiconductor Manufacturing, one of the world's top three dedicated semiconductor foundries, is forging a customized approach to outsourced semiconductor manufacturing by building lasting and collaborative partnerships with its customers. The Company provides flexible and cost-effective manufacturing solutions for customers, enabling the convergence of communications, computing and consumer markets. In Singapore, Chartered operates five fabrication facilities and has a sixth fab, which will be developed as a 300mm facility. A Company with both global presence and perspective, Chartered is traded on both the Nasdaq Stock Market and on the Singapore Exchange. Chartered's 3,500 employees are based at 11 locations around the world. Information about Chartered can be found at www.charteredsemi.com. About ZTE ZTE Corporation is one of the leading communication solutions providers. Listed on the Shenzhen Stock Exchange (close to Hong Kong) since 1997, ZTE maximizes shareholders' value through its commitment to customers, advanced technologies and complete services. ZTE's globalization strategy in terms of talent marketing and capitalization not only enables ZTE to become competitive internationally, but also provides the opportunity for investors at home and abroad to share ZTE's success. In 2002, ZTE recognized revenues of US$1.33 billion and net income of US$ 68 millions. Information about ZTE can be found at www.zte.com.cn. ECON INTERNATIONAL: Issues Restructuring Update ----------------------------------------------- Reference is made to the announcement made on 10 December 2003 that certain creditors of Econ Corporation Limited (ECL) (the Opposing Creditors) had petitioned to place ECL under interim judicial management (the Petition) and that at a hearing on 3 December 2003, the High Court ordered that all proceedings in the Petition be stayed for reason that leave of Court was not obtained before the Petition was filed as required by Section 299 (2) of the Companies Act, Cap 50. The Opposing Creditors had then filed an application for the stay order to be lifted. At a hearing on 15 December 2003 on the application for the stay order to be lifted, it was ordered that the hearing be further adjourned to a date to be fixed and that the Shareholders' and Creditors' Meetings scheduled for 26 December 2003 in relation to the creditors' voluntary liquidation be deferred to a date to be approved by the Court. In view of this, the Court has also ordered that the appointment of the provisional liquidators shall continue until the appointment of a liquidator or until otherwise ordered by the Court. Additionally, Econ International Limited informed that a bank, being the mortgagee of the leasehold property situated at 2 Ang Mo Kio Street 64, owned by the Company's subsidiary, Econ Industries Pte Ltd (the Property), has appointed Pricewaterhouse Coopers as Receivers of the Property. HEALTHCARE MEDICAL: Creditors Must Submit Claims by February 3 -------------------------------------------------------------- The creditors of Healthcare Medical Services Pte Ltd (In Members' Voluntary Liquidation), which is being wound up voluntarily, are required on or before the 3rd day of February 2004 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 Liquidators of the said Company and if so required by notice in writing from the said Liquidators are by their solicitors or personally to come in and prove the said 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. TAN CHOON CHYE MRS LOW nee TAN LENG FONG TAN SHOU CHIEH Liquidators. c/o Singapore Secretarial Services Co. (Pte.) 6001 Beach Road #12-01 & #12-11 Golden Mile Tower Singapore 199589. SEATOWN CORPORATION: Extends Investment Deal to January 26 ---------------------------------------------------------- On November 27, 2003, Seatown Corporation Ltd and Hui Yuan Investment Limited (HY Investment) had further extended the Investment Agreement on a "without prejudice" basis for an additional period up to 26 December 2003. The Company and HY Investment have now agreed to further extend the Investment Agreement for an additional period of one month up till 26 January 2004 on a without prejudice basis. UOB VENTURE: Issues Debt Claim Notice to Creditors -------------------------------------------------- The creditors of UOB Venture Investments Limited (In Members' Voluntary Liquidation), which is being wound up voluntarily are required on or before the 26th day of January 2004 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 said Company and, if so required by notice in writing by the said 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. LEE KAY BENG Liquidator. c/o 16 Raffles Quay #22-00 Hong Leong Building Singapore 048581. =============== T H A I L A N D =============== BANGKOK BANK: Fitch Elevates Individual Rating to 'D' ----------------------------------------------------- Fitch Ratings upgraded Monday Bangkok Bank's (BBL) Individual rating to 'D' from 'D/E' following its recent successful recapitalization. The agency has also affirmed its Long-term foreign currency rating at 'BBB-' Outlook Stable, Short-term foreign currency rating at F3 and Support rating at 2. The banks ratings reflect its progress in increasing capital, improved earnings and profitability outlook for 2004. In December 2003, BBL raised THB32 billion in common equity via a public offering. The recent increase in equity goes some way towards addressing the concerns Fitch has expressed regarding the banks ability to absorb further provisioning for loan losses, and should also enable it to strengthen core capital by refinancing THB34.5 billion of hybrid Tier 1 capital callable from 2004. In 2002, BBL's pre-provision profit declined to THB10.7 billion from THB11.6 billion in 2001, mainly due to further falls in interest income, which were not fully offset by the decrease in funding costs. Net interest margins fell to 1.8% due to low loan growth, a bad debt overhang and competitive pressures, particularly from state-owned banks. However, underlying earnings began to show signs of recovery in 9M03 with BBL's pre-provisioning profit rising to THB11.7 billion from THB8.3 billion in 9M02 following lower funding costs, improved fee income and larger gains from foreign exchange transactions and bonds. Refinancing of the hybrids and higher loan growth should help improve margins in 2004. Impaired loans increased to THB257 billion, or about 30.4% of total loans at end-June 2003, from THB216 billion (25.8%) at end-2002 due mainly to the suspension of interest payment from the troubled Thai Petrochemical Industries group during the period when the administrator of TPI's rehabilitation plan was replaced. Its very large exposure to the TPI Group remains a concern. Debt restructuring resulted in a slight decline in impaired loans to THB242.9 billion (28.9%) at end-September 2003. BBL's loan loss reserves (LLR) stood at THB146.5 billion at end- September 2003. This equates to 60.3% of impaired loans, weakening from 70.1% at end-2002 due mainly to an increase in impaired loans following TPI being reclassified as impaired. This may still not be sufficient given the very high level of restructured loans, for which reserves are lower. At end- September 2003, BBL's Tier 1 capital stood at 8.2% (excluding Q303 net income) of risk-weighted assets (RWA) and total capital at 12.2% of RWA, which is strengthening on the back of a recovery in profitability. The THB32 billion of new capital would likely raise BBL's Tier 1 capital ratio to 12% by year-end. However, about one third of Tier 1 is hybrid capital, which, when repaid in 2004, will lower Tier 1 ratio to about 7.7%. Net impaired loans to equity ratio after recapitalization still appears high at 98%. EMC POWER: Details Sale of EMC Plc's Shares in Subsidiaries ----------------------------------------------------------- The Stock Exchange of Thailand The Stock Exchange of Thailand Building 62 Rachadapisek Road Klongtoey, Bangkok 10110 Subject: Sale of shares of the subsidiaries of EMC Plc Attention: The Managing Director Dear Sir, EMC Power Co., Ltd. in its capacity of Administrator of EMC Plc (EMC) will proceed with EMC's sale of its shares in subsidiaries in accordance with the business rehabilitation plan (the plan) approved by the Central Bankruptcy Court (the court) on December 22, 2003. These are the details of the plan: (1) Characteristic of the Transaction EMC will sell the currently held ordinary shares of its subsidiaries, namely BIP Engineering & Construction Co., Ltd. (BIP) in an amount of 3,308,812 shares, Sahakarn Wisavakorn Co., Ltd. (Sahakarn) in an amount of 16,615,533 shares, and Hydrotek Co., Ltd. (Hydrotek) in an amount of 19,141,720 shares within December 31, 2003. (2) Parties Involved 2.1 Sale of ordinary shares of BIP Engineering & Construction Co., Ltd. Buyer: Skoltachok Co., Ltd. Seller: EMC Plc Relationship between buyer and seller: No relationship and not being connected person 2.2 Sale of ordinary shares of Sahakarn Wisavakorn Co., Ltd. Buyer: Universal Adsorbents & Chemicals Co., Ltd. Seller: EMC Plc. Relationship between buyer and seller: No relationship and not being connected person 2.3 Sale of ordinary shares of Hydrotek Co., Ltd. Buyer: Phol Dhanya Co., Ltd. Seller: EMC Plc Relationship between buyer and seller: No relationship and not being connected person (3) Selling price of ordinary shares 3.1 Sale of ordinary shares of BIP Engineering & Construction Co., Ltd. EMC intends to sell 3,308,812 ordinary shares of BIP (as of August 31, 2003, BIP's paid-up capital stood at Bt. 68,678,060, divided into 6,867,806 ordinary shares at par value of Bt. 10 per share) at the price of Bt. 1 per share. Since BIP has entered into debt restructuring process and business rehabilitation scheme under the Bankruptcy Act, book value of BIP as of June 30, 2003 was -35.76 million or Bt. (5.21) per share. 3.2 Sale of ordinary shares of Sahakarn Wisavakorn Co., Ltd. EMC intends to sell 16,615,533 ordinary shares of Sahakarn (as of July 31, 2003, Sahakarn's paid-up capital stood at Bt. 363,880,490, divided into 36,388,049 ordinary shares at par value of Bt. 10 per share) at the price of Bt. 1 per share. Since Sahakarn has entered into debt restructuring process and business rehabilitation scheme under the Bankruptcy Act, book value of Sahakarn as of July 31, 2003 was 66.05 million or Bt. (1.82) per share. 3.3 Sale of ordinary shares of Hydrotek Co., Ltd. EMC intends to sell 19,141,720 ordinary shares of Hydrotek (as of June 30, 2003, Sahakarn's paid-up capital stood at Bt. 262,120,090, divided into 26,212,009 ordinary shares at par value of Bt. 10 per share) at the price of Bt. 1 per share. Since Hydrotek has entered into debt restructuring process and business rehabilitation scheme under the Bankruptcy Act, book value of Hydrotek as of June 30, 2003 was -58.59 million or Bt. (2.24) per share. Despite EMC's sale of the ordinary shares in its subsidiaries, if its subsidiaries default on loan repayments under the business rehabilitation scheme or the business rehabilitation is not accomplished as set out in the plan, only the creditors in the third creditor group who have chosen to accept loan repayments from the subsidiaries (primary debtors) according to Clause 6.1.3 (b) of the plan shall have right to receive payments of outstanding loans from EMC. (4) Reasons and Necessity EMC's sale of the ordinary shares of the subsidiaries is a part of the implementation so as to accomplish the plan, which was earlier approved by the court. In addition, the sale of such ordinary shares will strengthen EMC's financial position and improve its operational performance. This is because EMC can remove losses from investments in subsidiaries and can request more credit lines from financial institutions, which will bring in working capitals for various projects. Please be informed accordingly. Yours faithfully, Komol Wongpornpenpap Slib Soongsawang EMC Power Company Limited Acting as a Plan Preparer of EMC Public Company Limited ROBINSON DEPARTMENT: Fitch Upgrades Notes to 'Bb(Tha)' ------------------------------------------------------ Fitch Ratings (Thailand) Limited has upgraded Robinson Department Store Public Company Limited's (Robinson) THB3,614.5 million partially secured amortizing notes National Long-term rating to 'BB(tha)' from 'BB-(tha)'. The Outlook is Positive. The upgrade reflects the company's improved operating performance and profitability, the ongoing commitment and strong support from the parent, CRC group, evidenced by the exercise of CRC option shares, and the potential mitigation of refinancing risk via the proposed voluntary debt refinancing programme (VDRP). The Positive Outlook reflects the likely reduction in refinancing risk due to restructuring of a big balloon payment from 2005 to 2010. In addition, the rating takes into account concerns about intensifying competition from strong foreign retailers and Robinson's relatively high financial leverage. Following a soft relaunch at the Ratchada branch in late 2002, Robinson conducted a full relaunch campaign in May, to revamp its brand and image nationwide. As of end-Q303, Robinson had completed 80% of its nationwide store renovations. Starting in Q103, Robinson has begun to reduce the number of special campaigns in order to enhance its profitability further. With an ongoing repositioning program, Robinson appears to have found its niche among the intensified retail competition. The continued remerchandizing efforts have widened its gross margin to 22.3% for 9M03 from 21.5% for 9M02. EBITDA for 9M03 rose 9% yoy to THB758m, on the back of flat sales growth, accounting for 81% of FYE02's EBITDA, while the EBITDA margin improved to 12% for 9M03 from 10.9% in FY02. During Q203, the CRC group increased its stake in Robinson via the exercise of CRC option shares, comprising 233.2m shares, or 21% of the total 1,110.6m paid-up shares. This increase in CRC's shareholding to 53% signaled its ongoing commitment of Thailand's leading retailer to Robinson, as its strategic non- food retail arm, targeting the middle market. At end-Q303, Robinson's total debt to last-twelve-month (LTM) EBITDA ratio improved to 2.30x from 3.09x at end-Q302, while its ratio of LTM EBITDA to principal and interest expenses stood at 2.67x, remaining above its minimum covenant requirement of 1.5x. Although Robinson has made five mandatory repayments and four early repayments via excess cash, totaling THB1,490m, its obligations to noteholders remained high at THB3.2 billion at end-Q303. Notwithstanding the refinancing risk from a hefty mandatory payment of THB2.5bn in 2005, Robinson has proposed the VDRP, under which it will offer to purchase notes from all holders with the refinanced facilities from commercial banks. In effect, the VDRP will extend Robinson's debt life to 2010 from 2005, improve its financial position and increase Robinson's operational flexibility. However, the process is still subject to the final agreement with the commercial banks. For more information, contact Tanawat Roongtanapirom, CFA, Analyst, Corporates +662 655 4758; Lertchai Kochareonrattanakul, Associate Director, Corporates Tel: +662 655 4760; Vincent Milton, Managing Director +662 655 4759. * Large Companies with Insolvent Balance Sheets ----------------------------------------------- Total Shareholders Total Equity Assets Company Ticker ($MM) ($MM) ------- ------ ------------ ------- CHINA & HONG KONG ----------------- Guangdong Sunrise Holdings Co., Ltd. 000030 (184.24) 23.04 Jinan Qingui Motorcycle Co., Ltd. 600698 (193.08) 113.96 Shenzhen China Bicycles Co., Ltd. 000017 (239.91) 60.39 Shenzhen Great Ocean Shipping Co., Ltd. 200057 (10.87) 11.27 Shenzhen Petrochemical Industry Group Co., Ltd. 000013 (243.36) 89.48 INDONESIA --------- PT Lippo Securities Tbk LPPS (3.62) 14.26 Smart Tbk SMAR (37.38) 398.89 MALAYSIA -------- CSM Corporation Bhd CSMB (8.40) 41.55 Faber Group Bhd FBMS (7.16) 504.98 Kemayan Corp Bhd KOPS (289.67) 114.38 Panglobal Bhd PGL0 (41.07) 187.79 Promet Bhd PMPT (174.45) 50.49 Saship Holdings SASH (168.68) 136.30 Sri Hartamas Bhd SRIH (118.91) 99.76 Tongkah Holdings Bhd TKHS (78.01) 112.62 Uniphoenix Corporation Bhd UNI (145.25) 33.34 PHILIPPINES ----------- Pilipino Telephone Co PNOTF (356.17) 122.97 SINGAPORE --------- Pacific Century Regional Developments Ltd PCEN (931.65) 7369.85 THAILAND -------- Datamat PCL DTM (9.53) 13.66 National Fertilizer PCL NFC (30.82) 297.40 Siam Agro-Industry Pineapple And Others PCL SAIC (13.88) 14.02 Thai Nam Plastic PCL TNPC (2.00) 24.33 Tuntex (Thailand) PCL TUN (26.82) 381.43 Each Friday edition of the Troubled Company Reporter - Asia Pacific contains a list of companies with insolvent balance sheets based on the latest publicly available balance sheet available to our editors at the time of publication. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. ********* 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., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA. Lyndsey Resnick, Larri-Nil G. Veloso, Ma. Cristina Pernites-Lao, Editors. Copyright 2004. 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 prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***