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/raid1/www/Hosts/bankrupt/TCREUR_Public/020613.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 Thursday, June 13, 2002, Vol. 3, No. 116 Headlines ********* * B E L G I U M * XEIKON INTERNATIONAL: Appoints New CEO, Moves to Lier * C Z E C H R E P U B L I C * SKODA AS: U.S. Firm Will Bid on Energy Sector Holding Company SKODA AS: Bankruptcy Not Threat to Production, Says Paper * F R A N C E * COMPLETEL EUROPE: Notifies Noteholders of Payment Suspension COMPLETEL EUROPE: Bankruptcy Filing Causes Slide in S&P Ratings VALEO SA: Shareholders Approve 0.70 Euros-Per-Share Dividend * G E R M A N Y * COMMERZBANK AG: Sells Italian Asset Management Subsidiary MOBILCOM AG: France Telecom Leaves Firm Susceptible to Bankruptcy KIRCHPAYTV GMBH: BayerLB, HypoVereinsbank Approve Premier Plan MOBILCOM AG: No Base for France Telecom to Terminate CFA TEAMWORK INFORMATION: Paderborn Court OKs Insolvency Plan * I T A L Y * FIAT SPA: Creditor Banks Also Want CFO to Resign, Says Paper FIAT SPA: Will Sell Italenergia Stake to Banks for EUR 500MM * N E T H E R L A N D S * KPNQWEST NV: Networks Will Continue Operations to July 1, 2002 * P O L A N D * ELEKTRIM SA: Conditional Agreement for Sale of El Sp Shares * S P A I N * JAZZTEL PLC: Moves Annual General Meeting to June 21 * U N I T E D K I N G D O M * BALTIMORE TECHNOLOGIES: E-security Group Introduces UniCERT 5.0 BIOCOMPATIBLES: Posting of Circular on Capital Repayment BRITISH AIRWAYS: Ties With American Express Hampered by Lawsuit CORUS GROUP: Wins GBP20-25 Million Tariff Exemptions from U.S. ENERGIS PLC: Board Shakeup in Store If Consortium Succeeds INVENSYS PLC: Finances Still Doubtful Due to Pending Rexnord Sale NTL INCORPORATED: CEO Says US$ 10.9BB Debt Swap Will Succeed PACE MICRO: Notification of Major Interests in Shares TELEWEST COMMUNICATIONS: Chairman Foresees Merger With NTL Soon UNIQ PLC: Announcement of Preliminary Results Ending Mar 31, 2002 ============= B E L G I U M ============= XEIKON INTERNATIONAL: Appoints New CEO, Moves to Lier ----------------------------------------------------- Punch International NV, the EMS-provider with registered seat at St-Martens-Latem, announced last week the launch of its Xeikon International subsidiary. During the previous days, Xeikon moved its headquarters from Mortsel to Lier in Belgium. Joost Verbrugge was appointed as new CEO. He will replace former CEO Jan Van Daele, who helped guide the company after its bankruptcy. Mr. Van Daele will leave the company to pursue other interests. Xeikon International, world leader in the development, production and commercialization of digital color printing systems for a wide range of applications, was acquired by Punch International in early March. During the transition phase following the acquisition, Punch redefined Xeikon's strategic focus to concentrate on the development, manufacturing and sales of the DCP or roll-fed printing machine, Xeikon's market-leading product. Punch also prepared the relocations into the new buildings in Lier, which took place this week. The new building comprises 28,000 square meters of production and inventory space and 13,000 square meters of office space and is equipped with the most advanced technology and high-quality facilities. As Mr. Van Daele had previously served as R&D director within Xeikon, he was prepared to assume the role of CEO during the transitional period and to focus on identifying the core activities for the future. Mr. Lucien De Schamphelaere was nominated President of the Board of Directors of Punch International. The Board of Directors today appointed Mr. Joost Verbrugge (47) as new CEO of Xeikon International. Mr. Verbrugge was CEO of Barconet until the end of last year, when the company was acquired by the American-based Scientific Atlanta. Prior to that, he held the position of president for Barco Asia. In that position, he acquired a lot of experience abroad, which will be directly applicable to Xeikon. Mr. Van Daele will make a career change and move to another company. Xeikon International, along with the CtP manufacturer Strobbe Graphics, is part of the business unit Graphic Systems, under the responsibility of Mr. Joost De Graeve. The relocation to Lier involves certain costs. It is expected, however, that Xeikon, which already gained slight profits during its first month of production as a Punch company, will report break-even results for its first consolidated quarter and will not impact the operational results for Punch International. =========================== C Z E C H R E P U B L I C ============================ SKODA AS: U.S. Firm Will Bid on Energy Sector Holding Company ------------------------------------------------------------- President of U.S. investment firm Appian Group, owner of coal mining company Mostecka Uhelna Spolecnost, last week announced it will make an offer for engineering firm Skoda Holding, the Central Europe Business News reports. Skoda, the energy conglomerate, once among the strongest equipment suppliers in Central Europe known to have produced everything from machinery, tools and train cars to turbines and weapons, has struggled to survive since 1989. Formerly known as Skoda Plzen, the industrial group was forced to file for bankruptcy last year, according to the report, after increased competition and the Czech government's withdrawal of support burdened the company with huge debts. Since 1999, Skoda's management has been scaling down. The group intends to sell its non-core businesses through a rapid restructuring in the hope to save the company and appease creditors. Despite posting a profit of CZK 75.4 million (US$ 2.3 million) on revenues of CZK 9.7 billion (US$ 302 million) for the first nine months of 2001, the recent bankruptcy still overshadows the former Skoda Plzen empire, the paper says. If Skoda's most beleaguered units will stop operations before the sale, hundreds, if not thousands will be left jobless. The entire Skoda group employs about 7,300 people. Last week, Appian President Jacques de Groote said that the ownership of an efficient and strong Skoda would help it supply "a new generation of power plants." In particular, it would supply equipment and rail cars to the northern Bohemian power plant it hopes to begin building in 2005. Appian will study profitable parts of Skoda Holding and ally with other strategic investors, de Groote said. He added that Appian would focus its attention on rapidly revitalizing those parts of Skoda most useful to the energy sector. Skoda Holding is 51 % owned by the administrator of Skoda A.S., the successor of Skoda Plzen, which was declared bankrupt last year. The rest is in the hands of Skoda's largest creditor, the Czech Consolidation Agency (CKA), the state-owned agency managing bad debts. The sale of the company will happen in two stages, starting with the sale of the consolidation agency's 49 percent share followed by the majority stake held by the court-appointed bankruptcy administrator. The administrator's adviser on the sale is Wood & Company. The state's adviser on the Skoda sale, investment house J.P. Morgan, is still developing the conditions and structure of the sale. Through a debt-for-equity swap, Skoda Holding offered for sale nearly all the shares in the group to CKA for two of its key units: Skoda Steel and engineering company Skoda Tezke Strojirenstvi. There were no bidders for a 23 % stake offered last year, according to the paper. According to de Groote last week, Appian Group intends to eventually buy 100% of the shares in Skoda Holding with plans to rapidly restructuring the company and build it to become supplier of equipment to a newly privatized and regionally competitive Czech power industry. SKODA AS: Bankruptcy Not Threat to Production, Says Paper --------------------------------------------------------- The bankruptcy of Skoda AS poses no threat to the general production at Skoda, and some subsidiaries have even posted profits after years in the red, a report obtained from Central Europe Business News says. The government has given a go signal for a new plan submitted in March for the completion and restructuring of Skoda Holding's subsidiaries Skoda Steel and Skoda Tezke Strojirenstvi. The restructuring agency failed to implement the original government plan after Skoda AS was declared bankrupt in September 2001, the paper reports. =========== F R A N C E =========== COMPLETEL EUROPE: Notifies Noteholders of Payment Suspension ------------------------------------------------------------ Completel Europe NV, the Cedex-based local data communications carrier, issued a notice to holders of its 14% Senior Discount Notes due 2009 and 14% Senior Notes due 2010 announcing that the District Court of Amsterdam, The Netherlands, granted the company a suspension of payments decree pursuant to section 256 of the Dutch Bankruptcy Code. The notice also said that the Company has filed, together with its application for suspension of payments, a draft plan of composition on which an agreement has been reached with an informal committee of the holders of its Notes. In addition, the notice contains information on how creditors may file and vote their claims in connection with the Akkoord composition plan. COMPLETEL EUROPE: Bankruptcy Filing Causes Slide in S&P Ratings --------------------------------------------------------------- The ratings of CompleTel Europe NV deteriorated to "D" in Standard and Poor's grading system days after the company started bankruptcy procedures under Dutch law. According to AFX News, which cited a press statement released by S&P, both the company's long-term corporate credit and senior unsecured debt ratings are now rated "D" from "CC" and "C" respectively. "With quarterly cash outflow reduced to EUR25 million from EUR70 million in the fourth quarter of 2001, and without the cash-flow drain of the UK and German operations in the following quarters, the company is expected to have just enough cash to survive through the restructuring, which is expected to be completed at the end of July 2002," S&P credit analyst Melvyn Cooke said of the company's financial footing. "The bankruptcy filing follows CompleTel's announcement that it has secured approval from 82% of bondholders for a proposed debt- for-equity swap of its outstanding EUR226 million, 14% senior notes," the analyst noted. "The company has also secured about EUR38 million of new financing from existing shareholders and bondholders through a planned capital increase, which is conditional upon the success of the debt restructuring. Under this scenario, shareholders and bondholders would gain 96.6% of the company's equity post-re- capitalization," the analyst said, citing the firm's bankruptcy plan. VALEO SA: Shareholders Approve 0.70 Euros-Per-Share Dividend ------------------------------------------------------------ The Annual General Meeting of Shareholders of Valeo took place on June 10th 2002, under the chairmanship of Noel Goutard, Chairman of the Supervisory Board. Thierry Morin, Chairman of the Management Board, reviewed for the AGM the strategy implemented by Valeo since the end of the first quarter 2001 to turn around the Group and ensure its development. Since its appointment, the new management team has concentrated its efforts on turning around the Group through a continuous improvement in margins and quality. The initial impact of the actions undertaken was rapidly felt: operating results recovered quarter after quarter. Thierry Morin reaffirmed the Group's objective of gradually improving operating results in the quarters to come. Industrial redeployment actions will allow the Group to continue to improve its gross margin. In particular, in North America, Valeo Electrical Systems Inc. (VESI) expects to be out of "Chapter 11" in the second half 2002 and put in place an organization at its Rochester site that will enable it to ensure profitability in line with objectives. At the same time, technological innovation opens up strong organic growth prospects for Valeo. Valeo's expertise, reinforced in its five "Domains" through better synergies between its Branches, will enable the Group to enjoy significant organic growth. This is illustrated by contracts that have recently been won: (i) "Seeing and Being Seen" Domain: the Group recorded its first orders for Bi-Xenon headlamps and bending light technology as well as new orders for its park assist systems; (ii) "Vehicle Thermal Systems" Domain: Valeo will supply the first combined thermal system which integrates both air conditioning and engine cooling functions; (iii) "Electrical Energy Management" Domain: the Group signed its first two contracts for belt-driven starter-alternators. This system offers very innovative functions such as "Start-Stop" which combines fuel savings, enhanced driving comfort and active respect for the environment. The AGM approved all of the resolutions proposed by the Supervisory and Management Boards, with the exception of the resolution authorizing the increase of share capital by issuing shares reserved for employees and that authorizing the increase of share capital in the event of a public takeover offer for Valeo stock. The AGM thus approved: (1) the accounts and operations for the fiscal year 2001; (2) the ratification of the appointment of Jean-Bernard Lafonta, member of the Supervisory Board; (3) the authorization for the Management Board to sell and purchase the Company's shares; (4) the renewal of financial authorizations; (5) the alignment of statutes with the new French law (NRE); (6) the proposed partial business transfer of the clutches and friction materials activities to two wholly owned subsidiaries. Dividend Given the results for 2001, but confident in the Group's prospects, the Management Board of Valeo, following approval by the Supervisory Board, proposed the payment of a net dividend of 0.70 euro per share. The AGM approved this dividend, which will be paid out as from July 1st 2002. Following the approval of the partial business transfer by Valeo and its subsidiaries beneficiaries of the transfer, the setting up of subsidiaries for its clutches and friction materials activities has been concluded. Review of results for 2001 and the first quarter 2002 In millions of euro 2001 % change Q1-2002 % change /Q1- /2000 2001 Sales 10,234 + 12% 2,550 - 5% Gross margin 1,675 - 2% 422 + 4% Operating income 388 - 32% 98 + 81% Net income (591) - 20 - Valeo is an independent industrial Group fully focused on the design, production and sale of components, integrated systems and modules for cars and trucks. Valeo ranks among the world's top automotive suppliers. The Group has 143 plants, 53 R&D centers, 10 distribution centers and employs nearly 71,500 people in 24 countries worldwide (end March 2002). Contact Information: Bruno-Roland Bernard Director of Investor Relations Telephone: +33 1 40.55.37.86 ============= G E R M A N Y ============= COMMERZBANK AG: Sells Italian Asset Management Subsidiary --------------------------------------------------------- Italian asset management subsidiary Commerzbank has sold its Commerzbank Asset Management Italia (CAMI) subsidiary for EUR 20 million to the Australian-based financial services group AMP Ltd. The sale still requires the approval of supervisory authorities. CAMI first started offering asset management services in the Italian market in mid-2000. With a staff of 120 and about 200 Promotori Finanziari (independent financial advisors), CAMI now has circa 650 million euros in funds under management, predominantly for private clients. The sale of this subsidiary is the first step in the new orientation of Commerzbank's Asset Management division. In April, Klaus-Peter Muller, chairman of the management board, said the Bank would concentrate its resources on selected European markets, in addition to bundling its German asset management under the umbrella of Cominvest. In light of this new orientation, the Bank's asset management units in both the United States and Great Britain are now up for sale. MOBILCOM AG: France Telecom Leaves Firm Susceptible to Bankruptcy ----------------------------------------------------------------- On Tuesday France Telecom cut its ties to MobilCom AG, making the German mobile phone partner vulnerable to bankruptcy, the Financial Times said. The French group, however, said it would continue to provide limited funding to the debt-strapped affiliate and pursue plans to restructure its banking debts. "We will continue discussions with the banks to find an acceptable solution, but we will not wait until the end of July so if we fail then it is clear the business will be very close to bankruptcy," France Telecom Finance Director Jean-Louis Vinciguerra told the Financial Times. The decision to sever ties is an upshot to the refusal of MobilCom's supervisory board to oust founder and CEO Gerhard Schmid. According to the paper, France Telecom twice tried to boot out the chief during the board's meeting on May 29 and June 7. The suggestion was overruled in both instances. Analysts believe the move threatens MobilCom's solvency because the French operator bankrolls some of its operations under a still-contested March 2000 shareholder agreement. The paper also says that France Telecom's decision puts pressure on a 17-bank syndicate to come to terms with the telecom giant on the restructuring of MobilCom's EUR4.7 billion of debts, which fall due next month. Many believe this is a backdoor strategy by France Telecom to cease control of the German affiliate. According to speculations, the banks will buy and momentarily hold the close to 50% stake of Mr. Schmid for France Telecom, so that the latter can sidestep a new German takeover law. This law makes it obligatory for companies trying to take hold of more than 30% of a German firm to make an offer to the rest of the shareholders. France Telecom, which already holds 28.5% of MobilCom, is allegedly avoiding this scenario because it will be forced to absorb MobilCom's EUR6-7 billion, an unpalatable proposition for shareholders already upset with the French group's EUR60.7 billion debt-load. Deutsche Bank, Merrill Lynch, ABN AMRO and Societe Generale have allegedly agreed in principle to swap the EUR4.7 billion-loan for securities convertible into France Telecom equity. But the question of how the banks and France Telecom divide up MobilCom's debt between them has been the most difficult of the issues holding up a deal, the Financial Times said. KIRCHPAYTV GMBH: BayerLB, HypoVereinsbank Approve Premier Plan -------------------------------------------------------------- The supervisory board of Bayerische Landesbank is expected to approve today a plan to provide two-thirds of the funding to keep Premier World away from bankruptcy, says Handelsblatt. The German daily says the bank and HypoVereinsbank, which will provide the other third of the financing, have decided to inject EUR100 million into Premier World, the money-losing pay-TV unit of bankrupt KirchPayTV GmbH. Accordingly, the banks are convinced of the turnaround plan presented last week by Premier CEO Georg Kofler. The banks, however, won't take up any stake in exchange for the capital infusion. They will be purely acting as lenders, says the paper. The plan presented to the two banks and Bawag, an Austrian subsidiary of Bayerische Landesbank, calls for a redundancy package that will affect 1,000 of the company's 2,400 jobs by the end of 2002, Troubled Company Reporter-Europe said last week. Of the broadcaster's total bank debts of EUR750 million, around EUR500 million is owed to BayernLB and Bawag, and the remaining EUR250 million or so comes from HypoVereinsbank. Premiere, estimated to be losing EUR1.5 million a day, is largely blamed for the collapse of parent KirchPayTV and the KirchGruppe core unit, KirchMedia. MOBILCOM AG: No Base for France Telecom to Terminate CFA -------------------------------------------------------- MobilCom AG sees no legal or virtual basis for the publicly announced termination of the CFA by France Telecom, the Budelsforf-based mobile service network provider announce in its statement to the press Tuesday. On behalf of MobilCom, there were no contract offences, which would justify the termination of the CFA. The contract includes clear rules concerning the treatment of potential contract offences. France Telecom has not acted according to these escalations steps. MobilCom appreciates the ongoing negotiations between France Telecom and the involved banks for a long-term financial reconcilable solution for the balance sheet of France Telecom. The company has applied the suspension of the stock quotation till the end of Tuesday at the Deutsche Borse AG. TEAMWORK INFORMATION: Paderborn Court OKs Insolvency Plan --------------------------------------------------------- The Paderborn District Court gave its permission Tuesday to the insolvency plan to reconstruct teamwork information management AG, the IT group said Tuesday. Dr. Frank Kebekus, the receiver who submitted last week a restructuring plan, has chosen July 1, 2002 for the meeting at which the creditors discuss and vote on the plan. At this meeting, the creditors will decide on whether to adopt the insolvency plan. If they adopt it, the District Court is expected to ratify the insolvency plan then and there at the meeting. If the insolvency plan is accepted and fulfilled, teamwork AG will discharge its debts in full and be led out of insolvency. Contact Information: Heinz Ikenmeyer Telephone: +49 (0)5251-5201-120 Email: hikenmeyer@teamwork.de ========= I T A L Y ========= FIAT SPA: Creditor Banks Also Want CFO to Resign, Says Paper ------------------------------------------------------------ After allegedly applying the pressure on management to ease CEO Paolo Cantarella, who 'resigned' Monday, creditor banks are now reportedly after CFO Damien Clermont, says the Financial Times. Mr. Clermont is widely criticized by analysts and bankers for allowing Fiat's gross debts to balloon to EUR36.5 billion, the paper says. The debt-strapped industrial group dismissed suggestions that the financial chief be made next to go, but a person close to the situation told the Financial Times that banks are pressing for his departure. The move is accordingly calculated to signal to the market a new beginning for the Italian conglomerate, which in succession reported full-year losses for 2001 and a huge loss for the first quarter. News of Mr. Cantarella's resignation buoyed the group's shares Tuesday, gaining 6% to EUR13.69. Market investors were also elated by the decision of Standard & Poor's to maintain its rating on Fiat's short-term debt. The former chief, along with Chairman Paolo Fresco, led an expensive diversification plan, but failed to make enough changes at Fiat Auto, the loss-making car division. The replacement of Mr. Cantarella is still subject of intense speculation. Rumors have it that Mr. Fresco is looking to bring an executive with a stronger financial background in order to give the market more confidence in Fiat's restructuring plan. Meanwhile, the Financial Times says it has learned that Juan Jose Diaz Ruis, Fiat Auto's sales and marketing chief, is leaving after barely two years on the job. Other heads in the unit are also expected to roll. FIAT SPA: Will Sell Italenergia Stake to Banks for EUR 500MM ------------------------------------------------------------ Fiat SpA is cutting its 39% stake in Italenergia SpA, the owner of Edison, which is Italy's No.2 power generator, says Bloomberg. The 15% stake that Fiat is selling to Sanpaolo IMI SpA, Banca di Roma SpA and IntesaBci SpA -- its three biggest creditor banks -- is expected to fetch as much as EUR500 million, say analysts interviewed by Bloomberg. Shareholders of Italenergia were expected to back the deal during a meeting yesterday. The sale of the stake is a setback for Fiat, which had earlier planned to expand into power generation, an industry that is increasingly being opened to competition. Fiat teamed up with the three banks, Electricite de France and financier Romain Zaleski to buy Edison SpA a year ago for more than EUR8 billion. Analysts say Fiat's present 39% stake in the company is worth between EUR800 million to EUR1 billion. Electricite de France, Europe's biggest power company holds 18% of Italenergia, Mr. Zaleski (20%) and the three banks (23%). These shareholders are planning to merge Italenergia and Edison, which together has net debts of EUR13.5 billion, Bloomberg says. The shareholders have pledged to lend Italenergia EUR1 billion, and the company will raise another EUR1 billion by selling new shares in an IPO to effect the merger. Edison is selling EUR2 billion in bonds, the report says. This stake sale is part of Fiat's plan to raise EUR2 billion this year by disposing of assets. It is also part of the conditions set by creditor banks in exchange for agreeing to refinance a EUR3 billion short-term loan. ===================== N E T H E R L A N D S ===================== KPNQWEST NV: Networks Will Continue Operations to July 1, 2002 -------------------------------------------------------------- The liquidators acting on behalf of bankrupt Dutch telecom group KPNQwest Tuesday night were able to secure enough funds for the continued operations of KPNQwest network and the Ebone network until July 1, 2002, the Financial Times reports. In the past four days, certain of the key managers of KPNQwest have developed a plan to that end. The plan intended to obtain funding through the collection of receivables from customers. The banks of KPNQwest to whom the receivables have been pledged have approved this plan as have the liquidators, all under the condition that the monies to fund the plan shall have been received in the accounts of the KPNQweast bankruptcy estate ultimately on the June 11, 1200 hours. In view of the monies that have been received and the firm commitments that have been given, the liquidators are prepared to agree that the plan is launched as foreseen. The liquidators do however explicitly reserve the right to terminate the further execution of the plan by the liquidators, together with the firm commitments that have been given - there are insufficient funds to meet all current obligations. The liquidators further recognize that the plan only provides for payment of current obligations and not for payment of any arrears. If ever it appears that crucial suppliers are not willing to proceed on such basis, the liquidators reserve the right to discontinue the execution of the plan with immediate effect. It is envisaged that by July 2002 it will be clear whether and to what extent the KPNQwest and Ebone network will be sold. It is further believed that the period up to July 1, 2002 provides for sufficient time for the customers to develop and execute contingency plans. The liquidators do not envisage continuation of the networks after July 1, 2002 if not sold. The plan does not apply to the Central European operations that are self-supporting and in the process of being sold. =========== P O L A N D =========== ELEKTRIM SA: Conditional Agreement for Sale of El Sp Shares ----------------------------------------------------------- The Management Board of Elektrim S.A. announced on June 11 that it has received a signed copy of the agreement dated May 29, 2002 providing for a conditional sale of 100 of shares (100% of shares held) of El Sp. z o.o. , based in Warsaw to Elektrim Telekomunikacja Sp. z o.o. for the price of PLN 50,000. The shares have the nominal value of PLN 500 each and represent 100% of the company's share capital and 100% of votes at the meeting of shareholders. The agreement was executed on the following terms and conditions: - Elektrim Telekomunikacja Sp. z o.o. shall receive the permit of the Minister of Interior Affairs pursuant to the law dated March 24, 1920 on the purchase of property by foreign entities, - Elektrim Telekomunikacja Sp. z o.o. shall notify the Office for Competition and Consumer Protection about the intention to purchase shares of El Sp. z o.o. and the President of the Office for Competition and Consumer Protection shall have no reservations relating to the contemplated transaction, - Elektrim S.A. shall receive the permit to sell shares of El Sp. z o.o. from the court supervisor appointed by court with regard to the composition proceeding initiated against Elektrim S.A. on January 16, 2002. In the case the conditions are not satisfied within eight months from the execution of the above agreement, the agreement for the sale of shares of El Sp. z o.o. shall be dissolved. ========= S P A I N ========= JAZZTEL PLC: Moves Annual General Meeting to June 21 ---------------------------------------------------- In relation to the Annual General Shareholders Meeting of JAZZTEL plc, which on first call was set to be held on Tuesday June 11, 2002, the latter hereby serves notice that the term for the receipt of voting instructions from shareholders has elapsed and the quorum established in the articles of association (33.33% of the voting share capital) has not been reached. Therefore, as stated in the Meeting Announcement, the Board of Directors of the Company, pursuant to Section 371 of the Companies Act of 1985, will request the judicial calling of the Meeting, which on second call will be held on Friday June 21, 2002, at 12:00 hours (English time) at One Silk Street, London EC2Y 8HQ, or on any other day and at any other time or place that should be established by the English Courts. =========================== U N I T E D K I N G D O M =========================== BALTIMORE TECHNOLOGIES: E-security Group Introduces UniCERT 5.0 --------------------------------------------------------------- Baltimore Technologies -- http://www.baltimore.com -- released Wednesday a major new version of UniCERT 5.0, its security infrastructure software that enables businesses to quickly and cost-effectively deploy systems that support public-key enabled applications. UniCERT 5.0 has significant new features that enhance usability, improve cost-of-ownership, and allow for faster integration and interoperability with disparate systems and applications. All of these features solve critical issues facing organizations deploying PKI-based technology. "UniCERT 5.0 addresses key issues associated with managing a security infrastructure, such as advanced web registration and publishing capabilities to streamline the processes for registering and validating users to receive digital certificates," said Paul Schwarzenberger, Internet Security Product Manager at Cable & Wireless. "Cloning and extensive Unix support delivers unique benefits in terms of system performance and system availability capabilities. UniCERT 5.0 underpins Baltimore's reputation for delivering useable, manageable and deployable security technology." In a recently published report, NSS, a leading software testing and evaluation laboratory based in London (www.nss.co.uk), wrote, "The simplicity of configuration of UniCERT hides the tremendous complexity and power hidden beneath the hood. A powerful database-driven policy engine, coupled with the excellent PKI and RP (Registration Policy) Editors, makes UniCERT the most flexible CA solution out of the box of all those we have tested." "As organizations continue to move critical business processes online and offer electronic services, security is not only key to performance, but it must effectively replicate real world processes such as authentication, signing and non-repudiation," said Bijan Khezri, CEO of Baltimore Technologies. "Public-key infrastructure technology provides the most effective mechanism to address e-commerce business challenges. UniCERT 5.0 represents a significant milestone in the evolution of public key infrastructure technology; ease-of-use, seamless interoperability and return on existing and future investment are its strengths." Organizations require a simple, streamlined approach to register and provide users with digital credentials, and UniCERT's new web registration features bring significant capabilities to ease the process for both security administrators and end-users. In a report issued last week, GartnerGroup cited UniCERT 5.0's standard-based architecture, stating, "Designed to be interoperable and compatible with other PKI systems on the market, UniCERT uses Internet architecture and international standards." The report also noted, "UniCERT's modular approach and commitment to open standards and compatibility make it flexible, easy to use, scalable, and interoperable." Baltimore Technologies' products, services and solutions solve the fundamental security and trust needs of e-business. Baltimore's e-security technology gives companies the necessary tools to verify the identity of whom they are doing business with and securely manage which resources and information users can access on open networks. Baltimore Technologies is a public company, trading on London (BLM). BIOCOMPATIBLES: Posting of Circular on Capital Repayment -------------------------------------------------------- Biocompatibles announces that it is posting a circular to shareholders today in relation to the proposed return of approximately GBP100 million to shareholders, representing 70 pence per share, through a reduction of capital. The circular provides further details of the proposals for which shareholder approval is being sought at an Extraordinary General Meeting to be held at 10.00am on Thursday, July 4, 2002. If the necessary resolution for the reduction of capital is approved by shareholders, the Company will make an application for the Court to confirm such reduction. The Directors have been advised that, having regard to current circumstances, the Court should confirm the reduction but they are not able to guarantee that the Court's confirmation will be forthcoming. Subject to shareholder approval and Court confirmation, the repayment of capital of 70 pence per share is intended to be paid on Friday, August 2, 2002 to shareholders on the register at the close of business on Friday, July 26, 2002. Subject to the reduction of capital becoming effective, the ordinary shares will be sub-divided and consolidated to allow comparability with the share price before implementation of the repayment of capital. Accordingly, shareholders on the register at the close of business on Friday, July 26, 2002 will receive 9 new ordinary shares for every 29 existing ordinary shares then held. The new ordinary shares will be identical in all respects to the existing ordinary shares, save in respect of their nominal value which will increase from 5 pence to 16 1/9 pence. Application will be made to the UK Listing Authority and the London Stock Exchange for the new ordinary shares arising from the Consolidation to trade on the London Stock Exchange and to be admitted to the Official List in place of the existing ordinary shares. It is expected that dealings in the existing ordinary shares will cease at the close of business on Friday, July 26, 2002 and that admission of the new ordinary shares will become effective and dealings will then commence on Monday, July 29, 2002. Cash entitlements to the return of capital and proceeds in respect of the sale of fractional entitlements (net of the expenses of sale) are expected to be credited to CREST accounts (or dispatched by cheque as appropriate) on Friday, August 2, 2002. Biocompatibles International plc is focused on the application of Phosphorylcholine (PC) Technology in medical devices and biomaterials to improve patient quality of life. Biocompatibles has synthesised PC, which occurs naturally in the human cell membrane, and has incorporated it into a novel range of polymers. Patented PC TechnologyTM reduces the body's response to foreign materials and has demonstrated potential as a carrier for therapeutic agents. PC Technology has been successfully commercialized in a broad range of products, including the BiodivYsio(R) line of cardiovascular stents, which has been acquired by Abbott Laboratories and the Proclear(R) family of soft contact lenses, now owned by The Cooper Companies, Inc. Biocompatibles' sales of PC Technology products exceeded GBP40 million in 2001. Further information is available at www.biocompatibles.co.uk. BRITISH AIRWAYS: Ties With American Express Hampered by Lawsuit --------------------------------------------------------------- Restructuring British Airways risks straining its ties with American Express, its long-time partner for corporate travel deals, the Financial Times says. The British carrier has lodged a suit in New York, seeking to stop the card company, which is also the world's largest business travel agency, from terminating their commercial relationship. This is in response to threats made by Amex last week that it will launch punitive actions against the airline for refusing to accept credit card payments for some corporate deals. The paper says the airline has stopped paying settlement or merchant fees on credit card transactions for so-called corporate "net fares" in the U.K. These net fares are private discounted fares that airlines negotiate directly with their largest business customers. British Airways, however, says the move is just part of its GBP650 million cost-cutting effort in order to turnaround the business. It had just recorded its worst financial performance since privatization 15 years ago. The airline says it is aiming to save GBP100 million a year in distribution costs. But Jim Tobin of Amex believes the move is preposterous. And so is the suit, which he called "frivolous and without merit." "BA is in breach of its agreement with us for not accepting the card on all fares in the U.K.," he told the Financial Times. The paper says "net fare" deals have become immensely popular in the last two years. The airline now has 250 such arrangements, thought to account for about 40% of its revenue in the U.K. Accordingly, companies prefer to book these fares through their travel agents and pay with card for ease. But the refusal of the airline to pay the so-called card merchant fees means travel agents will now have to absorb the extra cost and in turn pass it on to their clients. Many corporate clients have labeled the move as an indirect price increase, says the paper. The carrier, however, explains that separating the merchant fee will help bring greater transparency to the market, which will eventually drive down prices. "American Express has more to fear in this respect, as does Diners Club. Their merchant fees are generally higher than those of Visa, MasterCard and other card providers," the Financial Times says. Aside from American Express, the carrier claims no other card company has accused it of breach of contract as a result of its move. CORUS GROUP: Wins GBP20-25 Million Tariff Exemptions from U.S. -------------------------------------------------------------- Struggling steel-maker Corus Group has been granted tariff exemptions worth between GBP20 million and GBP25 million on exports to the U.S., reports Reuters. A U.S. Department of Commerce spokesman announced last week that the company is now allowed to export 75,000 tonnes a year of hot rolled coil out of the Netherlands without paying any duties. It can also similarly export 2,500 tonnes of British-made tellurium treated steel, a specialist grade, tariff-free. "This is good news... We now await a ruling on the rest of the exemptions we have applied for," an unnamed company spokesman told Reuters. To protect its local steel producers, the U.S. imposed in March up to 30% of duty on a range of imported steel. To sidestep this, Corus was earlier rumored to be buying a Brazilian rival. Citing Bloomberg, Troubled Company Reporter-Europe said last month that CEO Tony Pedder had visited Brazil to hold talks with steel producers CSN, Cia. Siderurgica de Tubarao and Usinas Siderurgicas de Minas Gerais SA. The paper said CSN, Latin America's second-largest steel-maker, was the most likely target. This firm has a market value of BRL3.08 billion (US$1.24 billion). Brazil is allowed to export 2.5 million tonnes into the U.S. without paying tariffs. Corus exports about 900,000 tonnes of steel to the U.S. worth some GBP300 million a year. Of this, about 600,000 tonnes were covered by the new tariffs and Corus applied for exemptions on exports of about 450,000 tonnes. Since the merger of British Steel and Hoogovens that gave birth to Corus in 1999, the company has struggled to turn in a profit. Already, the steel-maker has shed 10,000 workers in the past two years. The company plunged into heavy losses due to dwindling demand for steel from British manufacturers, combined with the impact of the strength of the pound against the euro. As a result, the company made a GBP1.1 billion pre-tax loss in 2000. Analysts say it will barely reach breakeven this year. ENERGIS PLC: Board Shakeup in Store If Consortium Succeeds ---------------------------------------------------------- The consortium of venture capitalists -- Apax, Carlyle and Permira -- that are trying to buy Energis Plc for less than its EUR1 billion value plan to shake up the company's board. According to The Guardian, the consortium will push for the appointment of ex-Conservative MP Archie Norman as Chairman and Duncan Lewis, former head of phone company Mercury, as CEO. But if the bondholders can help it, the deal would still be far from being completed. Yesterday, Troubled Company Reporter- Europe said bondholders vow to block the current offer, which leaves them nothing. TCR-Europe said bondholders are now pressuring management to choose a debt-for-equity swap in straightening its finances. These creditors are only being offered GBP90 million for their notes. Citing The Deal recently, TCR-Europe said the company's bonds used to bear a face value of GBP500 million when issued. They're now valued GBP50 million. A debt-for-equity transaction is favorable to bondholders because it will leave them in control of the company. The venture capitalists, which have joined forces to seal the deal, are offering to absorb more than GBP650 million of bank debts, on top of the GBP90 million-offer to the bondholders. The company's woes began in January when earnings fell below agreed levels after a huge decline in prices for wholesale telecoms capacity. The auction process was opened February after the firm said it might breach banking covenants. Bondholders, who saw the value of their investment drop to less than 10% of its original value, formed a negotiating group and approached the company to discuss a debt restructuring. They also moved to keep money in the company by agreeing to forego a GBP13.7 million-coupon payment due March 15, on which the company had defaulted. INVENSYS PLC: Finances Still Doubtful Due to Pending Rexnord Sale ----------------------------------------------------------------- Unless Invensys Plc succeeds in disposing Rexnord, its power transmission and conveying equipment business, the company will remain in the "doldrums," says The Guardian. Citing analysts, the paper says completion of this sale is key to the success of the company's GBP1.5 billion disposal program aimed at trimming the group's GBP3 billion debts. This particular asset is reportedly worth GBP500 million. The report says private equity firms are the only "realistic buyer" at the moment, though competition authorities are expected to sanction a deal that will ship the asset to a rival. But just the same the difficult economic conditions will likely give buyers a hard time getting financial backing. Analysts, however, say it is still early to predict the success or failure of this transaction. They pointed out that it took six months before Invensys sealed a deal with buyers for its flow control and energy storage businesses, the report says. Invensys shares recently traded at 103.25p. NTL INCORPORATED: CEO Says US$ 10.9BB Debt Swap Will Succeed ------------------------------------------------------------ NTL CEO Barclay Knapp remains positive that the company will exit Chapter 11 bankruptcy proceedings in the U.S. by the third quarter this year and that the debt-for-equity swap will push through, says the Independent. Mr. Knapp, who in the meantime is assured of continuing as chief until the end of the proceedings, told the paper Tuesday that he was confident the plan would get the court's nod during a hearing set yesterday. "We are confident that that is still going to be the case [completing the re-capitalization by the end of the third quarter]," he said. The chief made this pronouncement during a conference call with journalists where he also reported an improved loss figure for the first quarter. He said falling depreciation and selling costs made it possible for the company to narrow its net losses for the quarter to US$600 million from US$1 billion a year ago. He also bared a 1.5 percent rise in revenue to US$894 million and an EBITDA that more than doubled to US$245.9 million, says Bloomberg. The news outfit says the rise in EBITDA was achieved even after revenue growth stalled, after NTL pared costs by firing 40% of staff and switching focus from chasing new subscribers to getting existing ones to spend more on additional services. The company also made significant cuts in expenditures, particularly in marketing and administrative costs, which fell by a third to US$212.3 million. Capital expenditure in the U.K. and Europe also fell about 60% to US$164 million from the fourth quarter of 2001, says Bloomberg. Still, Mr. Knapp warns that growth in the current year could be "curtailed" by funding constraints. Meanwhile, the chief admitted that he and the rest of the current management team might not be secured at their posts after all, especially after the company exits from bankruptcy. "I'm not guaranteed a job going forward and I have to satisfy my new owners that indeed we're the right people for the job," he said. He believes, though, that he is "the right person for the job" even if he orchestrated the company's buying spree that led it to amassed US$17 billion of debts, which ultimately forced it into bankruptcy last month. Bondholders are now looking to takeover majority control of the company in exchange for forgetting US$10.9 billion of debts. If approved, this will be the biggest debt-for-equity swap ever. PACE MICRO: Notification of Major Interests in Shares ----------------------------------------------------- Pace Micro Technology plc announced Tuesday that its major shareholder, Fidelity International Limited (FIL) and its direct & indirect subsidiaries as major shareholder, holds through direct & indirect subsidiaries including Fidelity Investment Services Ltd (FISL) and Fidelity Pension Management (FPM) the following interests in ordinary 5p Pace Micro shares as follows: No. of Shares FIL/FIL subsidiary Shareholder 4,050,549 FISL Chase Nominees Ltd 7,500,000 FISL Chase Manhattan Bank London 35,800 FPM Citibank 61,107 FPM Nortrust Nominees Ltd 20,600 FPM BT Globenet Nominees Ltd 212,700 FPM RBS Trust Bank 1,708,891 FPM Chase Nominees Ltd 160,022 FPM Bank of New York London 486,300 FPM Northern Trust 181,600 FPM HSBC 426,041 FIL MSS Nominees Ltd 967,930 FIL Nortrust Nominees Ltd 283,730 FIL Bankers Trust 121,140 FIL Mellon Trust 38,080 FIL State Street Nominees Ltd 28,100 FIL Citibank 46,300 FIL RBS-EDINBURG 317,920 FIL State Street Bank & Trust 1,161,500 FIL Bank of New York London 38,220 FIL KAS Associatie 3,599,053 FIL Chase Nominees Ltd 1,282,050 FIL Northern Trust 577,517 FIL RBS Trust Bank 543,340 FIL Chase Manhattan Bank London 7,398 FIL HSBC Client Holdings Nominee (UK) Ltd 18,500 FIL Deutsche Bank Following this announcement, the total holdings of Fidelity International Limited (FIL) and its affiliates total 23,874,388 shares representing 10.55% of the outstanding shares in issue. TELEWEST COMMUNICATIONS: Chairman Foresees Merger With NTL Soon --------------------------------------------------------------- Anthony Stenham, chairman of Telewest Communications, the U.K.'s No.2 cable-TV operator, admitted Tuesday during the group's annual meeting that a merger with rival NTL Incorporated could happen "sooner or later," says The Times. "We've always said we see a great deal of industrial merit in a merger and NTL have said the same. In fact, most people have also drawn that same conclusion," the paper quoted Mr. Stenham. "When that will come I don't know. I think we both have a large amount to do in terms of sorting out our balance sheets and operational performance," he said. NTL, the No.1 British cable network, is currently under creditor protection in the U.S. and plans to implement a US$10.9 billion debt-for-equity swap to exit from bankruptcy. A group of bondholders, who claim to represent at least 50% of noteholders, have recently urged Telewest management to do the same. Analysts believe the most opportune time for the two to consider a combination is after the completion of their respective debt- restructuring plans. UNIQ PLC: Announcement of Preliminary Results Ending Mar 31, 2002 ----------------------------------------------------------------- 2002 2001(3) GBP million GBP million Turnover 1,374.0 2,349.9 - of which continuing businesses 1,014.6 987.5 Operating profit(1) 39.2 75.8 - of which continuing businesses 36.6 47.0 Profit before tax(1) 23.1 57.5 Exceptional items (123.4) (158.7) Loss before tax (115.2) (118.4) Earnings per share - on adjusted earnings(1) 15.3p 37.7p - on proforma earnings(1)(2) 12.9p 15.7p (1) before exceptional items and goodwill amortisation (2) proforma earnings adjusted for impact of Dairy and Cheese divestment and Wincanton demerger (3) 2001 figures include Wincanton (demerged 17 May 2001) and Malton (sold October 19, 2001) for a full year Strong operating profit growth at Uniq Prepared Foods (up 17%) and Northern Europe (up 12%) has been more than offset by substantially Reduced profit in Southern Europe and St Ivel. Actions taken to address adverse trends are now starting to take effect with final quarter operating profit 8% ahead of last year and performance improving in France and St Ivel. Strategy to focus group resources more strongly on the growth market of European Chilled Convenience Foods. Consequent intention to sell St Ivel Yogurts and St Ivel Spreads to create a strong UK business focused on own-label and franchised operations. Exceptional items include o67.5m write down of goodwill reflecting the delay in recovery of Marie and Uniqsauces and GBP31.9 million loss relating to the sale of Malton. Final dividend of 1.5 pence per share (making 4.0 pence for year) reflects reshaping of the Uniq business. Chief Executive Officer, Bill Ronald, commenting on the results said: "Decisive action has been taken to stabilize the business. Since I took on the role of Chief Executive in February we have seen the results of these actions coming through in an improved final quarter's trading. "Following a thorough review of the Uniq business portfolio, we have decided to focus our resources more strongly on the growing European chilled convenience foods sector where we believe Uniq is best positioned to secure future growth for shareholders. Three initiatives follow from this more focused strategy. "We intend to sell the St Ivel Yogurts and St Ivel Spreads businesses, reduce our debt below GBP100 million within the next 12 months and lock in an improving performance in France. These actions will ensure the new management team can continue to support and grow our successful operations in Northern Europe and the UK. "The coming year will be one for delivering on expectations to restore the confidence of our shareholders and preparing a stable foundation for future growth." Contact Information: Bill Ronald Chief Executive 01753 276050 Martin Beer Finance Director 01753 276160 ********** 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 -- Europe 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, Maria Lourdes Reyes, Jean Claire Dy, Editors. Copyright 2002. 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 Europe subscription rate is US$575 per half-year, delivered via e-mail. 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