RNS Number:4814Q
Tuntex(Thailand)PCL
6 September 2000
ANNOUNCEMENT
U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due 2000)
issued by
Tuntex (Thailand) Public Company Limited
Tuntex (Thailand) Public Company Limited (the "Issuer") has given notice
(the "Notice") to the holders (the "Noteholders", which expression shall
include persons holding interests in Notes (as defined below) through the
Clearing System (as defined below)) of its U.S.$70,000,000 Floating Rate
Notes due 1998 (extended to be due 2000) (the "Notes") that, pursuant to
Condition ll(a) of the terms and conditions of the Notes and the provisions
of Schedule 4 of the Agency Agreement dated 26 September 1995 (the "Original
Agency Agreement") relating to the Notes and made between the Issuer,
Bankers Trust Company, Hong Kong Branch as fiscal agent and principal
paying agent (the "Fiscal Agent", which expression shall include its
successor, Deutsche Bank AG, Hong Kong Branch) and Bankers Trust Company,
London Branch as paying agent (which expression shall include its
successor, Deutsche Bank AG London and, together with the Fiscal Agent, the
"Paying Agents") as amended by a supplemental fiscal agency agreement dated 21
December 1998 (the "Supplemental Agency Agreement" and, together with the
Original Agency Agreement, the "Agency Agreement") relating to the Notes and
made between the Issuer, the Paying Agents and Yuhow Chen as guarantor, a
meeting of the Noteholders (the "Meeting") will be held at Function Rooms
(IV) & (V), Miramar Hotel Hong Kong, 130 Nathan Road, Tsim Sha Tsui, Kowloon,
Hong Kong on 28 September 2000 at 2:00 p.m. (Hong Kong time) for the
purposes of considering and, if thought fit, passing the resolution set out
in the Notice (the "Resolution") which will be proposed as an Extraordinary
Resolution (as defined in the Agency Agreement) in accordance with the
provisions of the Agency Agreement, and a copy of such Notice is set out in
the Appendix.
The Notice was given to Noteholders by being delivered to the Clearing
Systems (as defined below), for communication to entitled accountholders on
5 September 2000 and took effect immediately on delivery to such Clearing
Systems, and accordingly notice of the Meeting has already validly been
given. This Announcement is intended to provide certain additional
information in relation to the Meeting, and accordingly the attention of
the Noteholders is drawn to the matters set out below. Capitalised terms
used below and not otherwise defined herein have the meanings given to them
in the Agency Agreement.
Attendance and Voting
1. If a Noteholder wishes to vote in person the Noteholder should instruct
Morgan Guaranty Trust Company of New York, Brussels office, as operator
of the Euroclear system and Clearstream Banking, societe anonyme
(together the "Clearing Systems"), as appropriate, to inform any Paying
Agent no later than 48 hours before the scheduled time for the Meeting
of its desire to vote in person and to request such Paying Agent to
issue a Voting Certificate in favour of such Noteholder.
2. If a Noteholder wishes to appoint a proxy (as defined in the Agency
Agreement) it should instruct the relevant Clearing System to inform
any Paying Agent no later than 48 hours before the scheduled time for
the Meeting of its desire to appoint a proxy and to request such Paying
Agent to issue a Block Voting Instruction. Such instructions should
include instructions as to the number of votes to be cast for and against
the Extraordinary Resolution and (unless the Noteholder wishes the
Paying Agent to select a proxy on its behalf, as to which see the
following paragraph) details of the relevant proxy.
3. If a Noteholder wishes a Paying Agent to appoint a proxy to vote on its
behalf at the Meeting, the Noteholder should instruct the relevant Clearing
System to request the Paying Agent to issue the Block Voting Instruction to
a proxy of its choice, instructing such proxy to cast such vote(s) in the
manner specified by such Noteholder.
4. Since the Notes are represented by a Permanent Global Note, no
representative of a Noteholder (in its capacity as such) will be permitted
to attend the Meeting unless it holds a Voting Certificate or is a proxy
appointed by a Block Voting Instruction, in either case issued by a Paying
Agent.
Quorum
1. The quorum shall be one or more persons present in person holding
Voting Certificates or being proxies and holding or representing in the
aggregate not less than 75 per cent. of the principal amount of the
Notes for the time being outstanding.
2. If within 15 minutes from the time fixed for the Meeting a quorum is
not present the Meeting shall stand adjourned for such period, not
being less than 14 days nor more than 42 days, and to such time and
place, as may be appointed by the Chairman of the Meeting and approved
by the Fiscal Agent. In view of the very short period of time available
for achieving a quorum, and the need to check Voting Certificates and
Block Voting Instructions and to complete certain other administrative
tasks before the Meeting can commence, Noteholders bearing Voting
Certificates, and proxies, are requested to ensure that they arrive at
least fifteen minutes prior to the scheduled time for the Meeting.
3. In the event that a quorum is not achieved within fifteen minutes of
the scheduled time and the Meeting is adjourned, at the adjourned
Meeting the quorum shall be one or more persons present in person
holding Voting Certificates or being proxies and holding or
representing in the aggregate not less than 25% of the principal amount
of the Notes for the time being outstanding. At least 10 days' notice
(exclusive of the day on which the notice is given and the day on which
the Meeting is to be held) must be given of any adjourned Meeting in
the same manner as notice of the original Meeting save that the quorum
requirements for the adjourned Meeting must be specified in such
notice.
4. Every question submitted to the Meeting will be decided on a show of
hands unless a poll is duly demanded by the Chairman of the Meeting, the
Issuer or by one or more persons holding Voting Certificates or being
proxies and holding or representing in the aggregate not less than two
per cent. of the principal amount of the Notes then outstanding. On a show
of hands every person who is present in person and produces a Voting
Certificate or is a proxy shall have one vote. On a poll every person
who is so present has one vote in respect of each U.S.$10,000 in
aggregate face amount of Notes represented by the Voting Certificate
so produced or in respect of which he is a proxy. On both a show of
hands and on a poll, the Chairman has a casting vote in addition to any
votes to which he may be entitled as a holder of a Voting Certificate or as
a proxy or representative.
5. To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-quarters of the persons voting (on a show
of hands), or a majority in favour consisting of not less than three-
quarters of the votes cast (on a poll). If passed, the Extraordinary
Resolution will be binding on all the Noteholders, whether or not
present at such Meeting and whether or not voting, and upon all the
holders of the coupons relating to the Notes.
6. Notice of the result of the Meeting will be given in accordance with the
Terms and Conditions of the Notes within 14 days of the passing of the
Resolution.
Description of Current Restructuring
To date the Issuer has, through its Financial Advisor Asia Financial Products
(HK) Limited, distributed to Noteholders certain proposed terms for its
restructuring of the Notes (the "Proposed Terms") and has solicited
their preliminary comments thereon. Presently the Issuer seeks the
Noteholders' approval of the proposed Extraordinary Resolution in order to
provide sufficient time for the Proposed Terms to be finalised and agreed by
all parties thereto. Following the Meeting the Issuer intends to hold a
second meeting sometime prior to 31 December 2000 to seek the Noteholders'
approval of the Proposed Terms which, if adopted, will apply to the Notes
retroactively back to 30 September 2000, their original maturity date.
Additional Information
Copies of the Original Agency Agreement and the Supplemental Agency
Agreement, the terms and conditions of the Notes as amended by an
Extraordinary Resolution of Noteholders passed at a meeting of Noteholders
on 4 December 1998 and the terms and conditions of the Notes as they would
be if the proposed Extraordinary Resolution is passed are available for
inspection at the offices of the Paying Agents as specified below and, in
addition, at the offices of Asia Financial Products (HK) Limited as
specified below. In addition, further information may be obtained from
Stuart Somer of Asia Financial Products (HK) Limited on telephone (+852)
2536 4567 or facsimile (+852) 2147 2813.
The Fiscal Agent
Deutsche Bank AG, Hong Kong Branch
55th Floor, Cheung Kong Center
2 Queen's Road Central.
Hong Kong
The Paying Agent
Deutsche Bank AG London
Winchester House
London EC2N 2DB
United Kingdom
Financial Advisor
Asia Financial Products (HK) Limited
907 Asia Pacific Finance Tower
Citibank Plaza
3 Garden Road
Central
Hong Kong
APPENDIX
NOTICE OF MEETING OF NOTEHOLDERS
U.S.$70,000,000 Floating Rate Notes due 1998 (extended to be due 2000)
issued by
Tuntex (Thailand) Public Company Limited
Tuntex (Thailand) Public Company Limited (the "Issuer") hereby gives notice to
the holders (the "Noteholders", which expression shall include persons holding
interests in Notes (as defined below) through the Clearing System (as
defined below)) of the U.S.$70,000,000 Floating Rate Notes due 1998 (extended to
be due 2000) (the "Notes") issued by it that, pursuant to Condition 11(a) of
the terms and conditions of the Notes and the provisions of Schedule 4 of
the Agency Agreement dated 26 September 1995 (the "Original Agency Agreement")
relating to the Notes and made between the Issuer, Bankers Trust Company, Hong
Kong Branch as fiscal agent and principal paying agent (the "Fiscal Agent",
which expression shall include its successor, Deutsche Bank AG, Hong Kong
Branch) and Bankers Trust Company, London Branch as paying agent (which
expression shall include its successor, Deutsche Bank AG London and, together
with the Fiscal Agent, the "Paying Agents") as amended by a supplemental
fiscal agency agreement dated 21 December 1998 (the "Supplemental Agency
Agreement" and together with the Original Agency Agreement, the "Agency
Agreement") relating to the Notes and made between the Issuer, the Paying
Agents and Yuhow Chen as guarantor, a meeting of the Noteholders (the
"Meeting") will be held at Function Rooms (IV) & (V), Miramar Hotel Hong Kong,
130 Nathan Road, Tsim Sha Tsui, Kowloon, Hong Kong on 28 September 2000 at
2:00 p.m. (Hong Kong time) for the purposes of considering and, if thought
fit, passing the following resolution (the "Resolution") which will be
proposed as an Extraordinary Resolution (as defined in the Agency Agreement)
in accordance with the provisions of the Agency Agreement:
EXTRAORDINARY RESOLUTION
"That this meeting of the holders of the outstanding U.S.$70,000,000 Floating
Rate Notes due 1998 (extended to be due 2000) (the "Notes") of Tuntex (Thailand)
Public Company Limited (the "Issuer") which are the subject of an Agency
Agreement dated 26 September 1995 (the "Original Agency Agreement") between
the Issuer, Bankers Trust Company, Hong Kong Branch as fiscal agent and
principal paying agent (the "Fiscal Agent", which expression shall include its
successor, Deutsche Bank AG, Hong Kong Branch) and Bankers Trust Company, London
Branch as paying agent (which expression shall include its successor,
Deutsche Bank AG London and, together with the Fiscal Agent, the "Paying
Agents") as amended by a supplemental fiscal agency agreement dated 21 December
1998 (the "Supplemental Agency Agreement" and together with the Original
Agency Agreement, the "Agency Agreement") and made between the Issuer, the
Paying Agents and Yuhow Chen as guarantor, HEREBY RESOLVES THAT:
Condition 5(a) shall be deleted and replaced forthwith by the
following:
"(a) Final redemption
Unless previously redeemed, or purchased and cancelled, the Notes
will be redeemed at their principal amount on the Interest
Payment Date falling in December 2000. "
The Issuer has accordingly convened the Meeting by this Notice to request
the agreement by the Noteholders by Extraordinary Resolution to the matters
contained in the Resolution.
Pursuant to the terms of the Agency Agreement, Notes may be deposited with
either of the Paying Agents (Deutsche Bank AG, Hong Kong Branch, 55th Floor,
Cheung Kong Center, 2 Queen's Road Central, Hong Kong and Deutsche Bank AG
London, Winchester House, London EC2N 2DB, United Kingdom) not less than 48
hours before the time appointed for holding the Meeting, for the purpose of
obtaining Voting Certificates or appointing proxies. The Notes are
currently represented by a Permanent Global Note lodged with a common
depositary for Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system and Clearstream Banking, societe anonyme
(together the "Clearing Systems") and accordingly all requests for Voting
Certificates or appointing a proxy should be sent through the Clearing Systems
in accordance with their usual procedures.
Copies of the Agency Agreement and the terms and conditions of the Notes are
available for inspection at the offices of the Paying Agents (at the
addresses specified above) and in addition, at the offices of Asia Financial
Products (HK) Limited, 907 Asia Pacific Finance Tower, Citibank Plaza, 3
Garden Road, Central, Hong Kong. In addition, further information may be
obtained from Stuart Somer of Asia Financial Products (HK) Limited (+852)
2536 4567.
Dated: 5 September 2000
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