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Thai Dev.Cap.Fund (THD)

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Friday 07 January, 2000

Thai Dev.Cap.Fund

Second Interim Results

Thai Development Capital Fund Limited
7 January 2000


               The Thai Development Capital Fund Limited
               -----------------------------------------
                                   
                Announcement of Second Interim Results
           For the six month period ending 30 September 1999
          --------------------------------------------------
   
   
   
   The directors of the Thai Development Capital Fund Limited
   announce the results of the company for the six month period to,
   and as at, 30 September 1999.
   
   The Net Asset Value at 30 September 1999 was US$4.772 million, or
   US$2.72 per share.
   
   In the six month period to 30 September 1999, the Company
   provided support to an existing investment and was active in its
   efforts to extract value from its short term investment in the
   Beta Viet Nam Fund Limited, a country fund listed on the Dublin
   Stock Exchange. The directors maintained their cautious approach
   in valuing the portfolio and made further provisions aggregating
   US$0.5 million against some of the investments to reflect what
   are perceived to be difficulties in divesting from them in the
   short term.
   
   The loss in the six-month period to 30 September 1999 was
   US$0.615 million, or US$0.35 per share. No new investments are
   envisaged, and the portfolio is now being managed for its
   eventual realisation. As indicated in the Half Year report, the
   Company's year end has been changed to 31 March 2000, to make it
   co-terminous with that of its majority shareholder.
   
   The Directors have resolved to make a further return of original
   capital of US$1.20 per share, returning capital to shareholders.
   The distribution will be paid on 31 January 2000, to shareholders
   on the register on 21 January 2000. The shares should be quoted
   ex this distribution on 17 January 2000.
   After the distribution the company's assets will comprise, based
   on unaudited management accounts at 31 December 1999, the
   following:
    
     Cash and liquid assets                                     US$ 0.3m
     Securities listed on the Stock Exchange of Thailand        US$ 0.3m
     Unlisted securities and convertible loans, net of 
     provisions                                                 US$ 1.9m
     Net assets after distribution                              US$ 2.5m
    
     Issued, paid-up shares                                     1,754,500
    
     Net Assets per share, after distribution                   US$ 1.43
    
    The distribution has been approved from the Share Premium Account.
    Under Cayman Island Law, this is a partial return of investor's
    original capital. After this return of capital, TDCF will be
    restructured, and cash from liquidated investments will be
    returned to shareholders. The timing and amount of realisations
    that will be made thereafter from the unlisted investments,
    including the amount, if any, that might be gained from the non-
    performing investments, is difficult to predict. The most likely
    exit route for the Company's investments remains either their sale
    to other financial investors, or to companies in the relevant
    sectors.
    
    Before 31 March 2000 the directors will be seeking approval from
    shareholders for the orderly wind down of affairs to maximise
    shareholder value. As part of the plan, a long-term incentive
    scheme has been proposed for the Chief Executive whereby, after
    the shareholders have received a total of US$6.50 of returned
    capital (i.e. US$2.50 in addition to the US$4.00 received last
    year), he would be entitled to 20% of net disposals after 30 June
    2000 in lieu of compensation. Further details can be found in the
    attached second interim report and accounts as at 30 September
    1999.
    
    Christopher S. Forbes
    Director
    
    6 January 2000
   
   
   
                           DIRECTORS' REVIEW
                           -----------------
   
   
    STATEMENT OF THE DIRECTORS
    
    The unaudited Second Interim Report of the Thai Development
    Capital Fund Limited for the twelve month period ended 30
    September 1999 is attached. The Company's year end is changed to
    31 March 2000 which will make it co-terminous with that of the
    majority shareholder. The next audited accounts will be issued as
    at and for the 18 month period ended 31 March 2000.
    
    Performance
    -----------
    The past year has been one of relative stability, during which the
    Company has divested a number of its holdings. After the return of
    capital to shareholders of US$4.00 per share in October 1998, new
    investment activity was curtailed, and interest-earning capability
    reduced. Total net assets at 30 September 1999 amounted to US$4.77
    million or US$2.72 per share. The Baht remained relatively stable
    throughout the year, falling by 4% at 30 September 1999, compared
    with a year before.
    
    At 30 September 1999 the loss per share was US$0.615 million, or
    US$0.35 per share for the 12 month period then ended. Operating
    costs of the Company have again been reduced. Further provisions
    have been made against certain portfolio investments in the light
    of economic performance and lack of certainty in realisable values
    in the foreseeable future. A positive contribution to the
    Company's net assets arose from the sale of a short-term
    investment in a listed country fund, the Beta Viet Nam Fund
    Limited. Other than this, the company made no new investments
    during the 12 months to 30 September 1999, but did continue to
    provide financial support to a portfolio company that had to be
    restructured.
    
    While Thailand's economic crisis has bottomed out according to
    most macroeconomic indicators, the health of the banking sector is
    still a worry, and the lack of credit facilities for smaller
    companies has had an effect on the performance of the Company's
    investments. The Directors maintained their cautious approach in
    valuing the portfolio, and made further provisions against some
    investments to reflect the difficulties of divesting from them in
    the short term. It is hoped that the economic recovery will allow
    value to be recovered for the benefit of TDCF's shareholders in
    the medium term.
    
    Special Distribution
    --------------------
    Last year, shareholders received a special distribution of US$4.00
    per share, which was paid in October 1998.
    
    On 5 January 2000, the Directors resolved to make a further
    special distribution ofUS$1.20 per share, returning capital to
    shareholders. The distribution will be paid on 31st January 2000
    to shareholders on the register on 21 January. The share will be
    quoted ex this distribution on 17 January 2000.
    
    After the distribution the company's assets will comprise, based
    on unaudited management accounts at 31 December 1999, the
    following:
    
         Cash and liquid assets                                   US$ 0.3m

         Securities listed on the Stock Exchange of Thailand      US$ 0.3m

         Unlisted securities and convertible loans, 
            net of provisions                                     US$ 1.9m

         Net assets after distribution                            US$ 2.5m
    
         Issued, paid-up shares                                  1,754,500
    
         Net Assets per share, after distribution                 US$ 1.43
    
    The distribution has been approved from the Share Premium Account.
    Under Cayman Island Law, this is a partial return of investor's
    original capital. The directors have been advised that receipt of
    this distribution should be treated by a shareholder who is
    resident in the United Kingdom as a return of the original capital
    and not as income distribution. However this comment is of a
    general nature and may not apply to all classes of shareholder
    (e.g. dealers in securities). Any shareholders in doubt regarding
    their own tax position should consult their professional advisers.
    
    Communications
    --------------
    The Directors have been keen to ensure that all shareholders are
    kept in touch with developments relating to the Company, which has
    continued to maintain its web site on the Internet. Shareholders
    are again encouraged to visit the site at www.tdcf.com, and to
    provide the company with their e-mail address to facilitate
    communications.
    
    The future
    ----------
    After the next return of capital, TDCF will be restructured,
    and cash from liquidated investments will be returned to
    shareholders.  The timing of and amount of realisations that
    will be made thereafter from the unlisted investments,
    including the amount, if any, that might be gained from the non-
    performing investments, is difficult to predict. The most
    likely exit route for the Company's investments remains either
    their sale to other financial investors, or to companies in the
    relevant sectors.
    
    Probably the best option for the shareholders of TDCF for a rapid
    return of capital remains that of selling the entire portfolio to
    a new investor, a strategy that is currently being pursued. Before
    31 March 2000 the directors will be seeking approval from
    shareholders for the orderly wind down of affairs to maximise
    shareholder value. As part of the plan, a long-term incentive
    scheme has been proposed for the Chief Executive whereby, after
    the shareholders have received a total of US$6.50 of returned
    capital (i.e. US$2.50 in addition to the US$4.00 received last
    year), he would receive 20% of net disposals after 30 June 2000 in
    lieu of compensation.
    
    The further return of capital to shareholders will mean that
    TDCF will no longer be in a position to make any new
    investments, nor maintain its current level of overhead. It is
    therefore planned that the office in Bangkok will be closed by
    31 March 2000, and the residual investments arranged for
    divestment.
    
    
    
    
    6 January 2000
    
    Christopher S. Forbes         D. Graham Lean           Paul H. Smith
    
    
                       CHIEF EXECUTIVE'S REPORT
                       ------------------------
   
    Overview
    --------
    The past year has seen a gradual improvement in the economy,
    although the situation for smaller companies remains serious,
    mainly because of the reluctance of the banking sector to provide
    new credits. Only one new, short-term investment was completed
    during the year, but a number of restructuring and follow-up
    investments into existing portfolio companies were completed.
    These are detailed below. The Representative Office in Thailand
    has employed only three staff since the beginning of the year, and
    operating costs have been kept to the minimum, reduced by over 22%
    from the previous year. Overall, the cost of operating TDCF fell
    by 14% year-on-year.
    
    Thailand's difficulties over the period under review have, again,
    had a wide press, and many of the comments made last year continue
    to be valid. The real estate sector has continued to be a drag on
    the economy, and the over-capacity in all sectors of the market
    continues to make for low occupancy and rental rates. Despite
    this, there have been recent signs of new projects being started,
    which does not augur well for a recovery in yields in the short
    term. The banking and finance sectors have been heavily hit over
    the past year, and although non performing loans have now started
    to drop, the system level of over 40% will remain a serious issue.
    Foreign banks have continued their take-over of smaller Thai
    banks, while the larger Thai banks have had mixed success in
    raising new capital to compensate for their massive loan write-
    offs. Further capital raising by the banks is expected, as is
    further investment in the sector by foreign banks.
    
    Thailand's Economy
    ------------------
    The Thai economy appears to have bottomed out, consumer spending
    is growing, interest rates are relatively low, bank liquidity has
    been high, the country's foreign exchange reserves have been
    rebuilt,  the exchange rate has stabilised, and Thailand has not
    had to borrow the remaining loans available under the IMF
    emergency package. So the corporate sector should have responded
    positively to these improvements, but in fact has been hampered by
    the continuing difficulty of obtaining credit from financial
    institutions. The process of restructuring and rescheduling the
    huge volume of non-performing corporate debts has been slow, and
    in many cases has not yet started, leaving the overall level of
    non-performing loans in the system at over 40%. Until this is
    brought down significantly, businesses are not able to raise new
    credits. The passage of bills to reform bankruptcy and foreclosure
    has strengthened the tools available to banks to pursue defaulting
    lenders, but it will take some time for the practice to become
    widespread.
    
    The past year has seen significant inroads being made into certain
    sectors of the economy by foreign strategic investors, notably in
    cement, banking, manufacturing, retailing and wholesaling. Despite
    occasional political criticism of the sale of assets to foreign
    investors, the process has been largely undisturbed, and is likely
    to continue. This can only be good for the health of the country's
    corporate sector, and of that of the banking sector that depends
    on it. The Government has held steady to its IMF-inspired policies
    despite domestic criticism, and while the measures have brought
    about returned stability, certain flaws in the economy remain, and
    the scepticism about the thoroughness of the reforms being
    undertaken referred to last year is still warranted.
    
    The potential for direct investment in Thailand is probably more
    encouraging than this time last year, and the corporate
    restructuring being undertaken should produce good opportunities
    for foreign investors. A number of large funds are active in the
    country, and there appears to be no shortage of capital available
    for worthwhile investments.
    
    Investments
    -----------
    The only new investment made during the year was a short-term
    purchase of about 6% of the share capital of the Beta Viet Nam
    Fund Limited, a closed end investment fund listed on the Dublin
    Stock Exchange. Its shares had traded at a large discount to
    reported net asset value and, in TDCF's judgement, at a
    substantial discount also to its cash reserves, which was
    subsequently proven to be the case. TDCF made contact with several
    of the fund's institutional shareholders, and having discovered
    widespread dissatisfaction at the way in which the fund was being
    run, arranged for an extraordinary general meeting to try to
    change sufficient numbers of the directors of the fund to make the
    board more independent of the manager. While the attempt to change
    the board was unsuccessful, it was ultimately acknowledged that
    the fund should return unused capital to shareholders.  TDCF sold
    its shares in the fund in October, at a profit of over 60% over
    the seven month holding period. The gain in these accounts,
    reflected in the increase in the company's market price, arose as
    a direct consequence of TDCF's actions.
    
    Several other realisations were achieved during 1999, including
    two-thirds of the Company's holding in The Pizza Company at what
    has proven to be a very strong price of Baht 135, as well as the
    investments in Noble Development pcl, both the unsecured
    debentures, the result of a negotiated sale with the company's
    owners, and the equity. Further divestments will be made as and
    when possible.
    
    A summary of the main investments is as follows:
    
    Unlisted Investments
    --------------------
    Economic Management Co., Ltd. (EML) In December 1998, by means
    of a new convertible loan from TDCF, Economic Management Ltd.
    (EML) completed its purchase of a Thai company, Siam Natural
    Resources Co., Ltd. (SNR), thereby substantially increasing its
    local asset base. SNR owns two prawn farms in eastern Thailand.
    In March 1999, the fourth crop was stocked at Thammachart Farm.
    All fifteen ponds were in production by the middle of June, and
    the harvesting of these started in late July, resulting in
    stronger margins than had previously been obtained. EML plans
    to expand its management services to a second farm in February
    next year, at a site already located by the management, and is
    creating an Internet presence to market its services
    internationally. The outstanding convertible loan is to be
    repaid in the first quarter of 2000.
    
    Rajthanee Hospital (Public) Co. Ltd (RHC) The hospital
    experienced a slight downturn in 1998 but still recorded a
    modest profit. Throughout 1999, operating results have
    maintained an upward trend. Operations are expected to
    stabilise with the revenues from the Government's Social Health
    Plan contributing to the hospital's marginal profit. The
    balance sheet also strengthened since the company's US Dollar
    loan was converted into local currency with the outstanding
    balance being reduced every month. The company's operations are
    therefore in a healthy state but TDCF's valuation is maintained
    at a 19% discount to current book value, due to the difficulty
    of selling the shares in the short term. TDCF is exploring an
    opportunity to sell to an institutional investor or to
    management.
    
    Thai Universal Office Products Co. Ltd. (TUOP). The company was
    successfully recapitalised in February 1999, with TDCF,
    Precision (the New Zealand operating partner), and the major
    individual shareholder investing additional equity into TUOP by
    way of loan conversion and new cash injection. The prospects
    for this investment have begun to look more encouraging. TUOP's
    wider customer base in Europe and the USA has opened up new
    markets for the company and has created significant
    opportunities. Current production capacity is expected to be
    insufficient in the near future and the need for further
    capital investment will have to be anticipated by any new
    investor.
    
    Listed investments
    ------------------
    Beta Vietnam Fund Limited (BVNF). When TDCF first bought shares
    in this company, they were trading at a discount of over 70% to
    their stated net asset value. This reflected investors'
    dissatisfaction with both the sector and the management. After
    discussion with several other shareholders, TDCF was
    instrumental in convening an extraordinary general meeting of
    the company to try to change sufficient numbers of the board to
    enforce a change in the way the company was being run, and to
    try to release value to shareholders, especially the
    uncommitted capital. While the vote at the EGM went against a
    change of board, the share price has risen from its recent lows
    in anticipation of changes to the company's operating
    structure. TDCF sold its shares in October 1999, realising the
    gain reported in these interim accounts.
    
    
    
    
    The Pizza (Public) Co., Ltd. (PIZZA) Pizza performed
    satisfactorily during the downturn. It recorded 1998 sales up
    9%, despite net profit excluding exchange rate loss down by 3%
    due to tighter margins. Pizza increased its price by 2.8% in
    the first quarter of 1999, which helped its margins. It also
    opened more Dairy Queen outlets during the year, and earnings
    prospects continue to be encouraging. While the share price
    remained relatively stable in comparison to the overall
    strengthening of the market in the second quarter of 1999, it
    fell recently as a result of the dispute between the franchise
    owner and the local operator about the terms of the extension
    of the franchise. TDCF disposed of 420,000 shares of Pizza in
    January 1999 for a profit of Bt85 per share, and will sell down
    the remaining holding of 160,000 shares when the share price
    recovers.
    
    Non-performing investments, fully provided against
    --------------------------------------------------
    Non-performing investments for which some value may be
    recovered for shareholders in the long term have been grouped
    together, pending ultimate divestment.
    
    Ekarat Engineering plc (EEC).  Distribution transformer demand
    is still low and intense price competition continues. Some
    competitors are rumoured to have gone out of business, and
    while it survives, EEC has suffered chronic liquidity problems
    and is in the midst of debt restructuring talks with its
    creditors. TDCF has served buy-back notices on several
    occasions, but the company claims it is not in a position to
    honour this. As there is considerable doubt that a buy-back
    could be enforced, full provision has been made against the
    investment.
    
    Hideaway Group International Ltd. (HGIL). The Thai companies
    continue to operate on a modestly profitable basis with revenue
    coming from product sales and spa earnings. A new franchise was
    opened in Phuket earlier in the year, and further growth in
    product sales is forecast. The subsidiary in the USA, Prai
    Cosmetics Inc., sold its products on the Home Shopping Network
    in both the USA and Canada, and earlier in the year an
    agreement was signed with a company to take over the assets and
    product range in the USA and invest additional money in its
    promotion. HGIL will receive royalty payments in return. The
    investment has been fully provided against, since the volume of
    royalty payments is not possible to forecast at this stage.
    Upside potential exists from royalties and from the 'e-
    commerce' selling activities that TDCF is encouraging, but
    these may not realise shareholder value for some time.
    
    SDS Thailand Ltd. (SDS).  The company recorded robust sales
    growth in 1998, up 119% but despite that still faced serious
    problems. Sales were not sufficient to cover its high overhead,
    cash flow fell short and the company experienced significant
    problems with key members of its management. In late 1998, TDCF
    hired a consultant management accountant to strengthen the
    company's accounting and reporting ability, and when he was
    recruited by another company three months later, in February
    1999 TDCF hired a specialist adviser to manage a turnaround.
    Extensive staff changes have occurred, and new contracts won,
    but it is likely to take some time for SDS to recover, and so
    full provision continues to be made in TDCF's accounts against
    this investment. Much will depend on the ability of the company
    to generate new sales.
    
    
    
    
    D.G. Lean
    6 January 2000
                         INVESTMENT PORTFOLIO
                         At 30 September 1999


                           Type of                          % of Net
                           Investment      Holding      US$   Assets
UNLISTED SHARES            ----------      -------      --- --------

Economic Management Ltd.   Equity           98,000   98,000     2.04
                           Convertible Loan540,000  540,000    11.22
Rajthanee Hospital Public Co. Ltd.Equity 2,040,000  560,713    11.65
Thai Universal Office
   Products Ltd.           Equity        1,875,000  251,955     5.23%
                           Convertible Loan175,000  175,000     3.64
                                                  ---------   ------
                                                  1,625,668    33.77
                                                  ---------   ------
OTHERS

Investments written off/
   fully provided against (see below)                    13     0.00
                                                  ---------   ------
                                                         13     0.00
                                                  ---------   ------
LISTED SHARES

Beta Vietnam Fund Limited                  388,5001,456,875    30.26
The Pizza Public Co. Ltd.                  160,000  312,729     6.82
                                                  ---------   ------
                                                  1,769,604    37.08
                                                  ---------   ------

TOTAL INVESTMENTS                                 3,395,285    70.85
                                                  ---------   ------
                                                  ---------   ------

Securities at cost or market value                         3,395,285
70.85
Bank deposits and cash                            1,385,448    28.78
Interest due and Other receivables                            96,915
1.92
Accrued expenses                                   -105,320    -1.55
                                                  ---------   ------
TOTAL NET ASSETS                                  4,772,328   100.00
                                                  ---------   ------
                                                  ---------   ------

                    Net Asset Value per share         $2.72

INVESTMENT PORTFOLIO - NON-PERFORMING

INVESTEE

Chico Thai Plantations pcl         Equity         1,820,000   0   6.70
Ekarat Engineering Public Co Ltd.  Equity         1,025,000   1   2.40
Hideaway Group International Ltd.  Equity         1,188,000   2  56.70
                                   Convertible Loan 976,000   2 100.00
(Credit to subsidiary company PCI) Convertible Loan 425,000   1 100.00
Media Plus Co. Ltd.                Equity           200,000   0   0.38
PAE (Thailand) Public Co. Ltd.     Listed Equity    415,000   1   2.10
SDS (Thailand) Ltd.                Equity           490,000   1  49.00
                                   Convertible Loan 959,750   4 100.00
Sinsubnakorn Public Co. Ltd.       Listed Equity    250,000   1   0.58
Thai Precision Manufacturing Co.Ltd. Equity         160,000   0   0.90
                                                          ---------
                                                             13
                                                          ---------

                       STATEMENT OF TOTAL RETURN
                For the period ended 30 September 1999



             Year to                6 months to          Year to
             30 September 1999      31 March 1999        30 September 1998
             (unaudited)            (unaudited)          (audited)
             Revenue Capital Total  Revenue Capital Total Revenue Capital Total
US$'000
-------

GAINS(LOSSES) ON
   INVESTMENTS

Realised losses      (1,266)(1,266)           (578) (578)

Unrealised gains 
 (losses)                (9)    (9)            (7)    (7)         (5827)(5827)
                       ------------          ------------         ------------
                     (1,275)(1,275)          (585)  (585)         (5827)(5827)

Exchange differences    820    820           1112   1112           (540) (540)

INCOME

Dividend Income   146          146                           23            23
Interest Income   192          192   170             170    620           620
Other Income        4           4      3               3     42            42
               ------      ------ ------         -------  -----        ------
                  342         342    172             172    685           685

LESS
EXPENSE

Bank Charges        2           2      1               1      2             2
Directors Salary  105         105     54              54    105           105
Directors
   Remuneration 
   Fees            30          30     15              15     24            24
Directors Travel 
   and Meeting 
   Expenses        13          13      4               4     31            31

Auditors remuneration
- fees for audit
     services      30          30     15              15     27            27
- other services    -           -                             5             5
Legal fees          5           5      6               6      5             5
Professional/
   Advisory fees   16          16     16              16      -             -
Secretarial fee                        3               3
Administration 
   fees            32          32     15              15     50            50
Representative Office
   expenses       245         245    161             161    316           316
General and 
   Administration 
   expenses        21          21      8               8      7             7
               ------      ------ ------          -------  -----       ------
                  500         500    298             298    572           572
               ------      ------ ------          -------  -----       ------
NET RETURN/LOSS)
   BEFORE 
   TAXATION      (158) (455) (500)  (128)   527      399    113  (6367) (6254)

Taxation           (2)    -    (2) (0.07)          (0.07)   (7)            (7)
Return/(loss) on
   ordinary 
   activities
   after 
   taxation      (160) (455) (615)  (128)   527      399    106  (6367) (6261)
--------------------------------------------------------------------------------
------------------------------------------------------------------------------
Return/(loss) per
   ordinary share
   (US$)       (0.09) (0.26)(0.35) (0.07)  0.30     0.23    0.06 (3.63) (3.57)


                             BALANCE SHEET
                        As at 30 September 1999


                            Unaudited at         Audited at
US$'000                     30 September 1999    30 September 1998

ASSETS
Investments                          3,395                3,537
Receivables                             96                   43
Cash at Bank                         1,385                8,935
                                    ------               ------
TOTAL ASSETS                         4,877               12,515

LIABILITIES
Return of Capital                        -                7,018
Accrued Expenses & Provisions          105                  102
                                    ------               ------
TOTAL LIABILITIES                      105                7,120

NET ASSETS                           4,772                5,395
                                    ------               ------
                                    ------               ------
CAPITAL AND RESERVES
Share Capital                          175                  175
Share Premium                       10,352               10,352
Reserves                           (5,755)              (5,132)
                                    ------               ------
SHAREHOLDERS' FUNDS                  4,772                5,395
                                    ------               ------
                                    ------               ------

NET ASSET VALUE PER ORDINARY SHARE   $2.72                $3.07



NOTES

1.   The results for the year ended 30 September 1998 are abridged and
     are taken from the audited accounts for that year which were
     distributed to shareholders in March 1999.

2.   The net asset value per ordinary share and the return/loss per
     share is calculated based on 1,754,500 ordinary shares in issue at
     each period end and throughout each period.

3.   The company has investments in four companies of greater than 20%
     of the investee company's issued share capital. Of these three are
     associated undertakings for which it does not equity account, and one
     is an investment in over 50% of the investee which has been fully
     provided against. Dividends from these undertakings are taken to
     income when declared. Interest on convertible loans made by the
     company is recognised on an accruals basis, net of provisions.

4.   No interim dividend was declared out of earnings for the six
     months ended 30 September 1999, nor for the six months to 31st March
     1999, nor for the year ended 30 September 1998. A partial return of
     original capital was made to investors in October 1998.

5.   The taxation represents Thai withholding tax. The company is
     resident in the Cayman Islands for taxation purposes, and is exempt
     from Cayman Island tax until the year 2010.

6.   Copies of the second interim report are available for inspection
     at the Company's registered address and at the registration agent,
     Bermuda International Securities (UK) Ltd. at Austin Friars House, 2-6
     Austin Friars, London E2N 2HE, United Kingdom.

   
                          COMPANY INFORMATION
   
   
   Directors
   ---------
   Christopher S. Forbes
   D. Graham Lean
   Paul H. Smith
   
   
   Representative Office in Thailand
   ---------------------------------
   Floor 18, UBC Building II
   591 Sukhumvit Road (Soi 33)
   Wattana
   Bangkok 10110
   Thailand
   Telephone: 662-261-0241/2
   Facsimile : 662-261-0244
   
   
   Secretary and Registered Office
   -------------------------------
   Bermuda Trust (Cayman) Limited
   P.O. Box 513, Floor 3, British American Tower
   Dr. Roy's Drive, George Town
   Grand Cayman
   British West Indies
   
   
   Administrator and Share Registrar
   ---------------------------------
   Bank of Bermuda (Cayman) Limited
   Represented by Bermuda Trust (Far East) Limited
   39/F Edinburgh Tower, The Landmark
   Central, Hong Kong
   
   
   Share Registrar in the United Kingdom
   -------------------------------------
   Bermuda International Securities (UK) Ltd.
   Austin Friars House
   2-6 Austin Friars
   London EC2N 2HE
   United Kingdom
   
   
   Stockbrokers
   -------------
   Warburg Dillon Reed
   1 Finsbury Avenue
   London EC2M 2PP
   United Kingdom
   


                                                       

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