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/raid1/www/Hosts/bankrupt/TCREUR_Public/020529.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, May 29, 2002, Vol. 3, No. 105 Headlines * F R A N C E * COMPLETEL EUROPE: De-lists From Nasdaq, Remains on Euronext * G E R M A N Y * CEWE COLOR: Announces Business Figures for First Quarter of 2002 CONSORS AG: Names New Members of Supervisory Board DEUTSCHE TELEKOM: Bids EUR400-500MM for Bundesliga Rights MOBILCOM AG: France Telecom Close to Concluding Take Over Deal RHI AG: Reveals Group's Full Year 2001 Net Loss of EUR 856.4MM RHI AG: Q4 Results Confirm Positive Earnings Development RHI AG: Names Groller as New Chairman of Supervisory Board TELESENSKSCL: Lowers Revenue Forecast for 2002 to EUR 75MM TELESENSKSCL: Software Firm Transfers Listing to Regulated Market * I R E L A N D * AER LINGUS: Strike Lasts Until Rescue Plan's Schedule Ruled * N E T H E R L A N D S * LAURUS NV: Issues Statement to Correct Impression of Credits * N O R W A Y * BRAATHENS: May Announce 1,000 Job Cuts After Meeting * S P A I N * REPSOL YPF: Posts EUR 840MM Capital Gains From Natural Gas Sale REPSOL YPF: Moody's Review Repsol for Possible Downgrade * U N I T E D K I N G D O M * ALBERT FISHER: Company Profile FUTURE NETWORK: Man United Magazine Launches in China ITV DIGITAL: Network Will Receive GBP 28MM Capital Injection RAGE PLC: Video Gaming Group in GPB 5.6MM Share Offer SMITH & MCLAURIN: Coating Specialist's Fall May Affect 94 Jobs =========== F R A N C E =========== COMPLETEL EUROPE: De-lists From Nasdaq, Remains on Euronext ----------------------------------------------------------- Completel announced Monday it will voluntarily de-list its Ordinary Shares from the Nasdaq National Market, effective at the start of trading on Friday, May 31, 2002. Completel reached this decision primarily as a result of the small number of record holders of the Ordinary Shares in the United States, the low trading volume of the Ordinary Shares on Nasdaq as compared to Euronext Paris, and the relatively high costs of continuing to be a reporting company under the U.S. securities laws. Completel intends to maintain its listing on Euronext Paris. Currently, Completel's Ordinary Shares trade on Nasdaq in the form of Ordinary Shares of New York Registry (New York Shares). Following the delisting date, Completel anticipates that there will be little or no public market for its New York Shares. Moreover, as soon as practicable after the delisting, and in any event in connection with its previously announced recapitalization, Completel intends to terminate its status as a reporting company under U.S. securities laws. The Company, however, intends to continue to make public quarterly and annual financial statements and related information. Under the terms of the New York Shares, holders are entitled to convert their New York Shares into Ordinary Shares of Dutch Registry, the form in which trades in Completel's Ordinary Shares are settled on the French market. This conversion may be effected by presenting a written request for such exchange and surrendering the certificates representing the New York Shares at the offices of JPMorgan Chase Bank. As a courtesy to holders of Completel's New York Shares, the exchange fee for exchanging New York Shares into Ordinary Shares will be paid by Completel. Additional information regarding the exchange of New York Shares for Dutch Shares can be obtained by contacting JPMorgan Chase Bank at 1-781-575-4328 or visiting their ADR market website at www.adr.com. Completel is a facilities-based provider of fiber optic local access telecommunications and Internet services to business end- users, carriers and ISPs with activities predominantly located in France. Contact Information: Investors Stefan Sater Director Investor Relations Telephone: +33 1 72 92 20 43 Email: s.sater@completel.fr Paris Office Tour Egee ============= G E R M A N Y ============= CEWE COLOR: Announces Business Figures for First Quarter of 2002 ---------------------------------------------------------------- CeWe Color Holding AG, the Oldenburg-based photofinisher during the first quarter achieved sales revenues amounting to EUR 83.4 million, which compared to the same period of the previous year, (EUR 85.9 million), represents a drop of 2.9 %. However, as a result of the delay of spring business, which only began in April, it was possible to offset this drop in sales as early as during the month of April. In the first four months of the year, sales revenue rose by 2.8 % to EUR 117.6 million (previous year EUR 114.4 million). The proportion of sales of digital products rose 3,2 % in the first quarter compared to 1 % in the previous year. Every year, the first few months generate losses as a result of the seasonal nature of the photofinishing business. In 2002, quarterly profit before tax (EBT) for CeWe Color was at EUR -5.5 million (previous year EUR -2.1 million). The first quarter of 2001 benefited from other operating income amounting to EUR 7.9 million, compared to only EUR 4.2 million in the first quarter of 2002. In the period from January to April, profit before tax (EBT) in 2002 was EUR -3.6 million (previous year: January to April: EUR - 5.1 million). This increase is generated solely by the operating area. In the first quarter of 2002, 18.2 million film rolls were developed, which is 0.4 million fewer than during the same period in 2001 (18.6 million film rolls). Of these 18.2 million film rolls, 644 million prints were produced, which is 11 million fewer than in the first quarter of 2001. As early as by the end of April 2002, the number of film rolls developed had increased by 4.1% to 25.6 million (January - April 2001: 24.6 million). The number of colour prints developed rose from 882 million in the period from January to April 2001 to 909 million in the same period in 2002, a rise of 3.1 %. The Board of Management of the CeWe Color Group is optimistic in view of developments in the field of digital photography and the good figures for the period from January to April. Hubert Rotharmel, Chairman of the Board of Management, expects that the sales target of between EUR 450 million and EUR 460 million will be achieved (2001: EUR 436.9 million). As expected, digital business is on the rise, and by the end of the current business year the proportion of digital business will have reached 5 %. For inquiries, please contact: CeWe Color Holding AG Hella Meyer Telephone: 0441 / 404 - 400 Fax: 0441 / 404 - 421 Email: hella.meyer@cewecolor.de Internet: http//http://www.cewecolor.de CONSORS AG: Names New Members of Supervisory Board -------------------------------------------------- Following the takeover of Consors by BNP Paribas SA, the Local First Instance Court (Amtsgericht) of Hof Monday confirmed the appointment with immediate effect of four new Supervisory Board Members: -Mr. Jean Clamon, 50 years old, Member of the Executive Committee of BNP Paribas, Head of Retail Financial Services -Dr. Michel von Aufschnaiter, 64 years old, Senior Advisor of BNP Paribas Germany -Mr. Eric Martin, 49 years old, Head of Territory of BNP Paribas, Frankfurt branch -Mr. Laurent Treca, 54 years old, Member of the Executive Committee of BNP Paribas, in charge of Group Business Development. Dr. Paul Wieandt, Dr. Reto Francioni, Mr. Horst Rachinger and Mr. Werner Michael Waldeck have retired from the Supervisory Board of Consors Discount-Broker AG. DEUTSCHE TELEKOM: Bids EUR400-500MM for Bundesliga Rights --------------------------------------------------------- Debt-laden Deutsche Telekom AG has offered EUR 400-500 million for the broadcasting rights of German football league Bundesliga, Financial Times Deutschland sources said. The report adds that the bid is made together with Tele-Muenchen Gruppe. The total value for the offer is EUR1 billion. The rights were previously held by insolvent group KirchMedia. Deutsche Telekom eyes on the sports league's broadcasting rights as effective content for the telecoms firm's upcoming roll out of UMTS and broadband DSL services. MOBILCOM AG: France Telecom Close to Concluding Take Over Deal -------------------------------------------------------------- After German mobile operator Mobilcom AG's four main banks agreed on restructuring of EUR4.7 billion debts due in July, France Telecom is almost concluding negotiations over MobilCom, the Financial Times reported, citing an unnamed senior banker. During the talks, the paper's source said how to divide up MobilCom's debt between four of Mobilcom's major creditor banks Deutsche Bank AG, Merrill Lynch, ABN Amro NV and Societe Generale and France Telecom emerged as the most difficult issue to resolve. All parties concerned agreed that the EUR4.7 billion debt will be coverted into equity in favor of France Telecom. However, 13 other banks in the 17-bank consortium are now probing the proposed terms of the security, which will only convert into France Telecom shares at a premium to the current share price and any announcement could still be two weeks away. By assuming MobilCom's debt, France Telecom would be adding a further EUR 6-7 billion to its own existing financial obligations of about EUR 61 billion. Its shares have fallen 54 % since January on concerns over its high gearing. RHI AG: Reveals Group's Full Year 2001 Net Loss of EUR 856.4MM -------------------------------------------------------------- RHI group net loss for 2001 amounted to EUR -856.4 million (2000: EUR 30.8 million). This includes an extraordinary result of EUR -590.7 million, which consists of extraordinary expenses for depreciation, risk provisions and valuation adjustments of receivables of the U.S. refractories companies and extraordinary income from the deconsolidation of these companies. The equity consumption caused by the net loss for the year is partly compensated by the mezzanine capital of EUR 400 million agreed in the course of the capital restructuring; with the subordinated convertible bonds, and the expected net income for the year, a positive beneficial equity is to be reached again in 2002. RHI group results for 2001 lie within the framework of the preliminary figures published in January 2002 and are characterized by the deconsolidation of the U.S. refractories companies and risk provisions. The future core business Refractories in Europe, Asia and Latin America (from 2002 also Canada) reported an EBIT from operating activities of EUR 72.2 million in 2001 (2000: EUR 59.4 million); including one-off effects EBIT amounted to EUR 62.1 million (2000: EUR 72.0 million). The refractories business in North America (US companies were deconsolidated as of Dec. 31, 2001), shows an EBIT from operating activities in the amount of EUR -51.8 million due to the economic crisis in the USA; including one-off effects, EBIT amounted to EUR -133.6 million (2000: EUR 23.7 million). Overall, Refractories thus reported an EBIT of EUR -71.5 million for 2001 (2000: EUR 95.7 million). Insulating recorded an EBIT from operating activities amounting to EUR 2.2 million in 2001 due to the weak construction industry and deconsolidation effects; including one-off effects, EBIT amounted to EUR -6.9 million (2000: EUR 11.2 million). Engineering concluded the year 2001 with an operating EBIT of EUR 0.3 million; including one-off effects, EBIT amounted to EUR -7.5 million (2000: EUR 7.6 million). RHI consolidated sales revenue amounted to EUR 1,867.2 million in 2001 (2000: EUR 2,193.6 million). The decline is primarily attributable to the deconsolidation of Waterproofing and the weak sales situation of Refractories North America. EBIT totaled EUR -114.3 million in 2001 (2000: EUR 131.3 million), the result from ordinary activities (EBT) was negative at EUR -204.9 million (2000: EUR 70.1 million). RHI AG: Q4 Results Confirm Positive Earnings Development -------------------------------------------------------- The preliminary results for the first quarter of 2002, which were already published on April 25, 2002 have been confirmed and current business is developing positively. RHI is confident it will reach the earnings targets 2002 underlying the capital restructuring. The quarterly figures are shown according to OHGB (Austrian Commercial Code) and IAS for the first time; the transition, however, is not based on an audited IAS opening balance sheet. RHIs consolidated sales revenue amounted to EUR 333.3 million in the first quarter of 2002 (previous year: EUR 471.9 million including North America); the decline results from the deconsolidation of the U.S. Refractories activities. EUR 261.7 million of the consolidated sales revenue are accounted for by the core business refractories including activities in Canada, which have been integrated into the new RHI Refractories structure. Overall, sales revenue from Refractories amounted to EUR 398.0 million in the previous year; the figure of the previous year comparable to the new structure of 2002 came to EUR 256.3 million. The Refractories EBIT amounted to EUR 23.3 million in the first quarter of 2002 (previous year incl. North America: EUR 16.5 million), the EBIT margin in the RHI core business thus amounts to 8.9%. Insulating reported sales revenues of EUR 36.5 million in the first quarter of 2002 (previous year: EUR 46.0 million), which fell short of the figure of previous year due to changes in consolidation. EBIT, at EUR -1.7 million (previous year: EUR -0.1 million), was still negative due to seasonal factors. Engineering recorded sales revenues of EUR 38.1 million (previous year: 35.9 million); EBIT, at EUR -2.6 million (previous year: EUR -1.3 million), was still negative as expected due to seasonal factors. Consolidated-EBIT amounted to EUR 11.6 million (previous year: 10.2 million) according to OHGB and to EUR 16.0 million according IAS. The financial result was EUR -4.2 million (OHGB) or EUR -6.6 million (IAS). The result from ordinary activities (EBT) of the RHI group amounted to EUR 7.4 million (OHGB) or EUR 9.4 million (IAS) in the first quarter of 2002. Net income for the period came to EUR 3.6 million (OHGB) or EUR 5.3 million (IAS). RHI AG: Names Groller as New Chairman of Supervisory Board ---------------------------------------------------------- At its meeting on May 27, 2002, the Supervisory Board of RHI AG elected Mr. Michael Groller Chairman of the Supervisory Board. Mr. Groller takes over the chairmanship from Mr. Gerd Peskes, who will be his Deputy in the future. RHI AG manufactures products for use in high-temperature production processes such as aluminum and copper smelting and steelmaking and for use in industrial kiln construction. RHI also makes construction products for thermal and noise insulation and for protection against fire. These include mineral wool and wood-wool building board for external walls and pitched roofs. RHI's waterproofing products protect roofing, bridges, and parking garages from the elements. The company's engineering segment provides turnkey industrial furnaces, plant engineering, and refractory design. Contact Information: Twin Tower Wienerbergstrasse 11 A-1100 Vienna Austria Phone: +43-1-502-13-0 Fax: +43-1-502-13-6213 TELESENSKSCL: Lowers Revenue Forecast for 2002 to EUR 75MM ---------------------------------------------------------- In the light of the continued difficult economic situation in the telecommunications industry, the TelesensKSCL Management Board has lowered the projected revenue target for 2002 from EUR 85 million to EUR 75 million. In agreement with the company's Supervisory Board, the Management Board is seeking to mitigate the impact of the anticipated reduced revenue levels on its earnings and liquidity position by continued strict cost control. In addition, the Management Board is reviewing strategic options to position the company for the future. As has already been stated publicly, the options under discussion include a stake in or take-over of TelesensKSCL by a strategic partner. Talks in this regard are ongoing. Iain McCready, responsible for Professional Services within the Management Board, will leave the Board with immediate effect. His tasks will be taken over by Frank Schiewer (CSO). Cologne-based TelesensKSCL develops and implements software products for convergent voice and data services for mobile and fixed networks in the telecommunication industry. Its modular, component-based product portfolio supports technologies such as IP, wireline, GSM, GPRS and UMTS (3G). The company also offers one of the first usage-based billing solutions for broadband services such as ATM and IP as well as a state-of-the-art Intercarrier billing system (Interconnect). With its unique range of products for the international telecommunications market, the company meets the demands of the entire range of OSS (Operational Support Systems) and BSS (Business Support Systems). Contact Information: TelesensKSCL AG Ferdinand-Porsche-Strasse 1 51149 Cologne Telephone: +49 2203 91 28 888 / 149 Fax: +49 2203 91 28 500 / 145 Nina von Moltke Investor Relations Email: investor@telesenskscl.com Sandra Wagner Press Relations Email: press@telesenskscl.com TELESENSKSCL: Software Firm Transfers Listing to Regulated Market ---------------------------------------------------------------- The shares of TelesensKSCL AG -- www.TelesensKSCL.com --- will be traded for the last time on Friday, June 7, 2002 at the Neuer Markt and trading is anticipated to be taken up at the Regulated Market on Monday, June 10, 2002. This was confirmed by Deutsche Boerse AG Friday. TelesensKSCL AG, applied to change to the segment Regulated Market at Deutsche Boerse AG last Friday. The Executive and Supervisory Board of TelesensKSCL decided to transact the segment change taking into account the current situation in the Neuer Markt segment and potential cost savings resulting from the segment change. TelesensKSCL assures shareholders that continuous communications will remain a top priority. The trading of the shares under the security identification number (WKN) 529 970 will be unaffected. ============= I R E L A N D ============= AER LINGUS: Strike Lasts Until Rescue Plan's Schedule Ruled ----------------------------------------------------------- Pilots of Irish national airline Aer Lingus threatened to go on strike tomorrow and paralyze the carrier's fleet, Michael Landers of the Irish Municipal, Public And Civil Trade union (IMPACT) said. The timetables were rejected by 635 votes to three in a ballot among the pilots, he said. However, an Aer Lingus spokesman denied that any lockout was threatened and said the airline is still examining all its options. The new timetable, which shortens pilots' rest periods between shifts, has angered pilots' union IMPACT, a report according to Reuters said. Aer Lingus intends to implement its the survival plan which will affect include the slashing of 2,000 jobs from the group's workforce of 6,300, a spokesperson for the Irish carrier told Reuters. Meantime, the airline has hired outside crews and aircraft to maintain a skeleton force to service Dublin and New York and on routes between Ireland and London on Thursday, but most flights have been cancelled. ===================== N E T H E R L A N D S ===================== LAURUS NV: Issues Statement to Correct Impression of Credits ------------------------------------------------------------- This statement is issued to correct the wrong impression concerning credits some press publications have reported, leaving the impression that the Banks (ABN AMRO Bank, ING Bank and Rabobank Nederland) will withdraw their credits on June 15, 2002. This is not the case, and after consultation with the Banks, Laurus wants to correct this wrong impression. The Banks granted in early April 2002 a waiver until June 15, 2002 for the non-compliance with the loan covenants. At the same time the Banks agreed to postpone the repayment c.q. conversion of the subordinated loan granted early October 2001. At the time the waiver was granted, it was envisioned that the initial planning of the transaction (April 15, 2002: end of the due diligence and May 15, 2002: signing of the definitive agreements) could be accomplished. The Master Agreement of May 21, 2002 includes a new plan, under which the general meeting of shareholders will be held before June 30, 2002. It also involves talks regarding the issue of EUR 400 million share capital planned to be completed before July 15, 2002. If this plan is not accomplished, the Banks reserve their right to abandon the transaction. =========== N O R W A Y =========== BRAATHENS: May Announce 1,000 Job Cuts After Meeting ---------------------------------------------------- Scandinavian Airlines System AB's unit Braathens will hold a conference with the media regarding reports that job losses will be announced, Siv Meising-Seth, spokeswoman at SAS Norway said. According to the AFX News, she confirmed that job cuts were discussed at the group's recent board meeting. Norwegian press reports earlier reported the unit is likely to declare around 800 staff layoffs at the press conference. Anne Grete Ellingsen, spokeswoman at Braathens, declined to comment on those reports. Braathens' renegotiation of its its ground service agreements may result in layoffs, the reports say. If the services are outsourced, several hundred people will be made redundant. ========= S P A I N ========= REPSOL YPF: Posts EUR 840MM Capital Gains From Natural Gas Sale --------------------------------------------------------------- After the sale of its 23 % stake in Spanish gas group Gas Natural, Spanish oil and petrochemicals group Repsol-YPF, generated capital gains of EUR 840 million after tax. Pre-tax exceptional gains totaled to EUR 2.008 billion, according to Spanish paper the Expansion. The capital gains will be used to reduce the group's debts. In a statement to the press, Repsol announced its debt ratio will become 37.7 % from 43.4% as a result of the transaction. Repsol-YPF still controls 23 % of Gas Natural, while La Caixa, the Spanish savings bank, holds a stake of 26.4 %. BBK has accquired a 3 % stake in the gas group, while BBVA, Spain's second largest bank, controls 2.86 %. REPSOL YPF: Moody's Review Repsol for Possible Downgrade -------------------------------------------------------- Moody's Investors Service maintained its review for possible downgrade of Repsol YPF S.A. and its guaranteed subsidiaries after the Spanish group announced it was disposing 23% of its 47 % stake in Gas Natural. According to the Petroleum Finance Week, the ratings agency said the disposal places further pressure on Repsol's ratings, which were recently placed under review for possible downgrade because of the ongoing deterioration of the economic situation in Argentina. With Repsol's controlling stake in the Gas Natural which provided a significant source of reliable and predictable cash flow, Moody's rated the Spanish oil and petrochemical group's long-term debt Baa2, preferred stock Ba1 and short-term paper Prime-2. =========================== U N I T E D K I N G D O M =========================== ALBERT FISHER: Company Profile ------------------------------ Name: Albert Fisher Group (The) PLC North Wing, Focus 31 Mark Road Hemel Hempstead, Herts HP2 7BW United Kingdom Email: information@fisherfoodsgroup.com Phone: +44-1442-261-116 Fax: +44-1442-898-800 Website: http://www.fisherfoodsgroup.com SIC: Food products sourcing, processing and distribution Employees: 4,678 (2001) Net Loss: US$20.0 million (2001) Total Assets: US$364.9 million (2001) Total Liabilities: US$315.6 million (2001) Type of Business: Albert Fisher and its Fisher Foods Group operating unit grow, process, trade and distribute fresh and frozen produce and seafood across Europe and North America. The group sells seafood products under the Fisher, Macrae and Macfisheries brand names. Fisher Foods is the leading supplier of frozen vegetables in the UK. The company also makes and distributes salad and fruit bags, bowls, and trays for food service and retail customers. Albert Fisher's River Ranch unit in the U.S. is a leading maker of prepared salads. Trigger Event: The company has sold a handful of non-domestic operations to curb losses and pay down debt. The Board of The Albert Fisher Group announced the appointment of Messrs Michael McLoughlin and James Tucker, both partners of KPMG, as administrative receivers of the Company and Fisher Foods Limited, its U.K. operating subsidiary. The group was forced to invite its creditors to appoint receivers after the company was unable to reach an agreement with its lenders last week. Chairman: David Jarvis Group Finance Director: David Meller Bankers: Barclays Bank PLC, Lloyds TSB Bank PLC Financial Advisers: Deutsche Bank AG London Stockbrokers: Deutsche Bank AG London Auditors: PricewaterhouseCoopers Law Firms: Ashurst Morris Crisp Financial PR Advisers: Cardew & Co No. of Shares in Issue: 720.1 million Last published on TCR-Europe: May 27, 2002 FUTURE NETWORK: Man United Magazine Launches in China ----------------------------------------------------- Future Publishing announced Friday it has signed a licensing agreement with Hong Kong-based sports group ACIG Media for the publication of a Chinese edition of United: The Official Magazine of Manchester United, Future's successful U.K. monthly magazine. It will be the first official U.K. soccer title to be published in the Greater China market. The three-year deal, which starts in June, will see local language editions of United magazine go on sale in China, Hong Kong and Macau. ACIG Media plans to promote the title through TV, radio and a four-month outdoor advertising campaign. Commenting on the new deal, Future's International Licensing Director Simon Wear says: "Man United has a huge following in China with a reported 40% of the team's fan base located there. Future's official title, with its exclusive access to the club and its famous players, will be of great interest to this enthusiastic audience. We're delighted to be working with ACIG Media in bringing the official magazine of the world's favourite football club to millions of new readers." John Ullmann, Director of ACIG Media adds: "With soccer as the number one sport in this market, the United official magazine licence is the main property for any publisher to secure right now. This new forward-looking partnership will set the benchmark for securing other soccer print licences." The first edition goes on sale in June with a limited distribution before a full-scale launch takes place in August to coincide with the start of the 2002/03 FA Barclaycard Premiership. Initial print run is 80,000. In China distribution will focus on the cities of Beijing, Shanghai, Guangzhou, Shenzhen, Chengdu, Shenyang as well as Hong Kong and Macau. Future Publishing is part of The Future Network which was founded in the U.K. in 1985. Today it publishes over 80 specialist consumer magazines worldwide, 54 in the U.K. It is the leading publisher of video games and home-computing magazines in the U.K. and Italy. The company also licenses 37 of its titles, resulting in over 60 local editions in a further 22 countries. Future has over 100 licensing agreements with international publishing partners. These licensing agreements currently result in 65 local editions in 22 countries as well as 17 local editions which are published by the Future-owned companies. Future employs more than 1,000 people in offices in the U.K., U.S., France and Italy. The company is listed on the London Stock Exchange (symbol FNET). ACIG Media and its Group companies are involved in developing soccer related opportunities in the Greater China region. For more information, contact: Simon Wear International Licensing Director Future Publishing Telephone: 01225 442244 Terri Davey Communications Manager Telephone 01225 822774 John Ullmann Director ACIG Media Telephone: 00 852 2523 1728 ITV DIGITAL: Network Will Receive GBP 28MM Capital Injection ------------------------------------------------------------ The U.K.'s top commercial TV business, ITV Digital, majority-owned by Granada and Carlton Communications, says it will invest a further GBP28 million in its network. According to Reuters, the free-to-air TV business said GBP 25 million pounds will be intended for ITV1's network program annual budget, in addition to the GBP750 million already committed this year. The rest will be invested in the group's regional network. The news comes after Granada and Carlton decided to refocus on their main free-to-air TV business and get rid of their pay-TV disaster ITV Digital. The two firms signed the biggest airtime partnership in U.K. television history Sunday on a four-year, GBP320 million deal with Unilever Plc to advertise its products. According to ITV, the additional cash infusion would significantly strengthen ITV1's schedule for the second half of the year. ITV1's daytime schedule would also receive an injection of additional commissioning funds, according to David Liddiment, ITV's director of channels. Carlton and Granada own 15 ITV regional television licences, including the two London licences. Carlton has the weekday licence for London, while Granada has the weekend franchise, Reuters reports. RAGE PLC: Video Gaming Group in GPB 5.6MM Share Offer ----------------------------------------------------- The Board of Rage announced Monday that the company intends to raise up to GBP5.57 million gross by way of the Placing and Open Offer of a maximum of 445,592,596 new Ordinary Shares at 1.25p per share (Placing Price). The group said 280 million New Ordinary Shares have been conditionally placed firm at the Placing Price. Up to a further 165,592,596 New Ordinary Shares are being offered to shareholders through the Open Offer, which is not being underwritten, as follows: 2 New Ordinary Shares for every 5 existing Ordinary Shares held. The Board believes that the basis upon which this Placing and Open Offer has been made is in the best interests of the Company and its Shareholders for the reasons set out below. RATIONALE AND BACKGROUND TO PLACING AND OPEN OFFER Historically Rage has developed titles for third parties to publish. In early 2000 the Board made the strategic decision for the Group to publish game titles as well as develop them. The Group now develops and publishes all its own titles and also publishes some titles developed by third parties. Rage is now the owner of exclusive licences to use some world- class properties and names in the interactive entertainment sector. It has been an extremely important year in the development of the company. A substantial investment and an enormous amount of effort has been made to ensure that the Company is able to implement the development, and execute the delivery, marketing and sales for the right types of product, at the right time and on the right formats. In the six months to December 2001, the Group released five new products, as many as during the whole of the previous financial year. As a result, revenues for that period were double those reported for the comparable period to December 2000 and greater than the revenues generated throughout the whole of Rage's last financial year. Four products have been released since December 31, 2001 and a further five products are currently scheduled for release before June 30, 2002, making a total of 14 products which will have been released in this financial year. This growth illustrates the growth of the Group's product catalogue. In the Chairman's report for Rage's interim results for the six- month period to December 31, 2001, released on March 20, 2002, the Chairman reported that the Board was in detailed discussions with its bankers regarding the future funding requirements of the Group. In these interim results Rage's auditors in their Independent Review Report highlighted the uncertainty regarding the future funding requirements of the Group. This had come about due to market conditions which prevented Rage from using the equity line of credit from GEM Global Yield Fund Limited to the level previously intended (as the level of drawdown is determined by both volumes of Rage Ordinary Shares traded on the Official List and the share price of a Rage Ordinary Share) and also due to lower than anticipated income from some of the products the Group released during the current financial year. The outcome of those discussions is that Bank of Scotland will continue to support Rage to the level of its existing facilities of GBP6.2 million subject to the successful completion of the Placing and Open Offer. The Directors believe that if the Placing and Open Offer does not proceed, these existing facilities will be withdrawn. In addition, the new capital to be raised by the Placing and Open Offer should enable Rage to reassure its customers and creditors. The Directors do not believe that the placing and open offer would be successful at a placing price of more than 1.25p per new ordinary share. By issuing the new ordinary shares at a substantial discount to the middle market price of the existing ordinary shares of 2.25p, as at the close of business on May 23, 2002, the Directors believe that they are acting in the best interests of the company and shareholders as a whole and that unless such action is taken, the Company will be left in a financial position where it will be unable to meet its obligations as they fall due. If the placing and open offer does not proceed, the directors believe that administrators are likely to be appointed. The Group requires a minimum of GBP3.1 million after expenses to be raised under the Placing and Open Offer in order to have sufficient working capital for its present requirements (that is at least 12 months from the date of this announcement). In order to ensure that the Company receives sufficient funds and to attract new investors to the Company, the Directors consider it essential to effect the minimum fundraising by way of the Placing. Under the Placing, 280 million New Ordinary Shares have been conditionally placed which will raise approximately GBP3.5 million before expenses once the Placing has become unconditional. The Placing and Open Offer are conditional upon: - the passing by shareholders, without material amendment, of the Resolution to be considered at the Extraordinary General Meeting to be held on June 20, 2002, - the Placing Agreement having become unconditional and not having been terminated in accordance with its terms; and - Admission having occurred. Should the Placing and Open Offer not be approved by Shareholders or otherwise fail to become unconditional it is difficult for the Board to envisage Rage continuing to trade through the third quarter of 2002. In this event even if the Company were to be able to effect a sale of all or part of the Group's business, the Directors believe that it is not likely to realize sufficient capital to discharge liabilities to creditors and therefore they believe there will be no alternative but for the Company to enter into formal insolvency proceedings. In such case it is unlikely there would be any surplus available for distribution to Shareholders. In the opinion of the Directors, after taking into account existing bank and other facilities and the net proceeds of the Placing receivable by the Company, the Group will have sufficient working capital for its present requirements, that is for at least twelve months from the date of this announcement. Consequently, the Directors believe it to be essential that Shareholders vote in favour of the Resolution to be proposed at the Extraordinary General Meeting convened for 20 June 2002. BENEFITS OF THE PLACING AND OPEN OFFER The Board views the Placing and Open Offer as a necessary and positive step which should bring substantial benefits to Rage through: - clarifying Rage's financial affairs, to reassure customers and suppliers, and better enable Rage to compete for market share as a publisher; - strengthening Rage's balance sheet; and - easing the financial pressure it has suffered in recent months, which should allow management to focus its efforts on improving performance of the Group. CURRENT TRADING AND PROSPECTS As reported at the time of the Company's interim results for the six months ended 31 December 2001, the Group had already released four products since December 31, 2001. Five more products are currently scheduled for release before 30 June 2002, making a total of 14 products which will have been released in this financial year. Three of these titles, Crash (known as Totalled in the USA), GunMetal and David Beckham Soccer will be appearing on Xbox. David Beckham Soccer will also be released on PlayStation2 during the FIFA World Cup in June 2002. Mobile Forces, the Company's PC title, will be released in the next few weeks. Many of the 14 products released in Europe this financial year were released by Majesco Sales INC. in North America in the period since January 2002. The Group now has the key strategic partnerships in place to help maximize the sales potential of the Group's products in North America and Europe and is still progressing further licences for its titles, including the licence with Lamborghini Artimarca announced on May 20, 2002. There has been tangible growth in the Group's business over the six months to December 2001. While growth is currently inhibited pending receipt of the proceeds from the Placing and Open Offer the Directors believe, that if the proceeds are received by the Company, growth will again accelerate. The games industry is now beginning to show real growth, as the next generation consoles become mass market. The PlayStation2 hardware installed base has increased significantly, Xbox and GameCube have now been launched in Europe making the Christmas 2002 period and beyond a truly exciting time for the industry. The Group's plan over the last two years has been to invest significant resources in developing high quality console products for Xbox, PlayStation2 and GameCube some of which were timed for release during the consoles' launch periods. As well as those products mentioned above, the Group currently has scheduled a number of other key products to be launched throughout 2002 and 2003. These include Rocky on all major formats (Xbox, PlayStation2, GameCube and Game Boy Advance), "Rolling", the Group's Aggressive Inline Skating game on PlayStation2, Crash on PlayStation2 and the Group's own new action adventure title, Twin Caliber, for PlayStation2. In the longer term, the Company anticipates that substantially all future development will be financed through cash flow from sales of this strong product portfolio. DETAILS OF THE PLACING AND OPEN OFFER The Company is proposing to raise GBP3.5 million, before expenses, by the issue of 280 million New Ordinary Shares through the Placing. In addition it proposes to raise up to a further GBP2,069,907 before expenses by the issue of up to 165,592,596 New Ordinary Shares through the Open Offer. Teather & Greenwood with institutional and other investors have already conditionally placed 280,000,000 New Ordinary Shares. Qualifying Shareholders are being offered the opportunity to apply for up to 165,592,596 New Ordinary Shares in aggregate. Qualifying Shareholders who wish to subscribe for Offer Shares are invited to apply for as many Offer Shares as they wish to under the Open Offer. Subject to the Open Offer becoming unconditional in all respects applications by Qualifying Shareholders will be satisfied in full up to their pro rata basic entitlement of: 2 Offer Shares for every 5 Existing Ordinary Shares held at the close of business on the Record Date. Applications in excess of Qualifying Shareholders' basic entitlements will be satisfied only to the extent that applications by other Qualifying Shareholders are made for less than their basic entitlements and may therefore be scaled down. Allocation of Offer Shares in respect of these applications will be made pro rata to Qualifying Shareholders' basic entitlements under the Open Offer. Fractional entitlements to Offer Shares will not be issued to Qualifying Shareholders and no cash payments will be made in lieu of fractional entitlements. Accordingly the entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Offer Shares. The Offer Shares are to be paid for in full on application. The Directors have undertaken that they will apply in full for their basic prorata entitlements under the Open Offer (representing 2,043,060 Offer Shares). In addition the Executive Directors have agreed to subscribe for, in aggregate, an additional 24,660,000 New Ordinary Shares through the Placing. The Existing Ordinary Shares are listed on the Official List. Application has been made to the U.K. Listing Authority and to the London Stock Exchange respectively for the New Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence on June 21, 2002. The Placing and Open Offer are conditional, inter alia, upon the passing of the Resolution (without material amendment) to be proposed at the Extraordinary General Meeting to be held on June 20, 2002, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms and upon Admission. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions thereafter declared, made or paid. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on June 21, 2002. USE OF THE PROCEEDS If taken up in full, the Placing and Open Offer will raise approximately GBP5.57 million before expenses. The net proceeds (which if the Placing and Open Offer became unconditional will be a minimum of GBP3.1 million) will be utilized by the Company initially to pay creditors to the value of GBP2.2 million, including payment for the cost of goods for the current product line. The balance will be used for working capital. EXTRAORDINARY GENERAL MEETING In order to give effect to the Placing and Open Offer an Extraordinary General Meeting of the Company is being convened for 11.00 am on June 20, 2002 at the offices of Teather & Greenwood, Beaufort House, 15 St Botolph Street, London EC3A 7QR. At the EGM, Shareholders will be asked to consider the Resolution which will be a composite resolution: - to approve the Placing and Open Offer; - to increase the authorised share capital to GBP15 million by the creation of 750,000,000 new Ordinary Shares (representing 181.16 % of the existing issued share capital as at 23 May 2002); - to authorise the Directors to allot 1,086,018,500 Ordinary Shares (representing 262.34 %. of the existing issued share capital as at 23 May 2002); and - to empower the Directors to disapply the statutory pre- emption rights; (1) in connection with the Placing and Open Offer (2) in respect of any other issue by way of rights to shareholders; and otherwise (3) in respect of 20,699,070 Ordinary Shares (representing 5% of the issued share capital as at 23 May 2002). EXPECTED TIMETABLE OF PRINCIPAL EVENTS An issue note containing full details of the proposals were posted to shareholders, together with Application Forms in respect of the Open Offer. Application Forms which are personal to the shareholder(s) named thereon may not be transferred except to satisfy bona fide market claims. 2002 Record Date for Open Offer close of business on May 22 Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) 3 p.m. on June 17 Latest time and date for receipt of Forms of Proxy 11.00 a.m. on June 18 Latest time and date for receipt of Application Forms and payment under the Open Offer 3 p.m. on June 19 Extraordinary General Meeting 11.00 a.m. on June 20 Dealings commence in the New Ordinary Shares on the Official List 8.00 a.m. on June 21 CREST member accounts credited June 21 Dispatch of definitive share certificates for New Ordinary Shares by June 27 For further information, please contact: RAGE PLC Paul Finnegan Managing Director Telephone: 0151 237 2200 Gary Johnson Finance Director Glen O'Connell Communications Director GCI FINANCIAL Roger Leboff/Geoff Callow Telephone: 020 7072 4200 TEATHER & GREENWOOD LTD Russell Cook/Tanya or Meltzer/David Galan Telephone: 020 7426 9000 SMITH & MCLAURIN: Coating Specialist's Fall May Affect 94 Jobs -------------------------------------------------------------- Smith & McLaurin, the Kilbarchan manufacturer of laminates for the label industry collapsed into administration with the potential loss of 94 jobs, a report obtained from the Scotsman says. According to the paper, Blair Nimmo and Tony Friar of KPMG Corporate Recovery have been appointed joint administrators. Smith & McLaurin, which had a turnover of more than GBP13 million, collapsed due to a severe slump in business over the last six months. Nimmo says Smith & McLaurin's German parent company Schleipen & Erkens was not prepared to support the business any further. Nimmo adds that Smith & McLaurin has experienced overcapacity in the industry which brought about price cuts to effect a drop in sales and eventual losses. But Nimmo remains hopeful of selling the business as a going concern. He said there was an open timescale in which to sell the company and there had already been a couple of tentative approaches. *********** 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 -- EURpe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Kimberly MacAdam, Larri-Nil Veloso and Maria Lourdes Reyes, Editors. Copyright 2001. All rights reserved. ISSN 1529-2754. 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 EURpe subscription rate is US$575 per half-year, 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 US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *