/raid1/www/Hosts/bankrupt/TCREUR_Public/020704.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, July 4, 2002, Vol. 3, No. 131
Headlines
* F R A N C E *
ALCATEL: Wins Frame Agreement Worth USD 65MM From Brasil Telecom
ALCATEL: Cross Connect Service With Telekom on Lambda Platform
VIVENDI UNIVERSAL: Shares Slump as Chairman Messier Steps Down
VIVENDI UNIVERSAL: Response to Media Reports on BSkyB Disposal
* G E R M A N Y *
BABCOCK-BORSIG: Last-ditch Bid for Rescue From Demise
BABCOCK-BORSIG: Court Rules in Favor of Submarine Unit Sale
BABCOCK-BORSIG: Wyser-Pratte Files Fraud Suit vs. Babcock
BABCOCK BORSIG: Attachment Order Against Steinmuller Lifted
COMMERZBANK: Bundles Private Banking Ops, Sets Growth Targets
KIRCHGRUPPE: KirchBeteiligungs Sells FKM in Management Buyout
LTU GROUP: Shapes up With Two New Aircrafts and EUR 150MM Savings
* I R E L A N D *
ELAN: Shares Plunge After Warning of Significant Charges
ELAN CORPORATION: Announces Schedule for Conference Call
* I T A L Y *
FIAT SPA: Commerzbank Buys 10% Stake in Ferrari From Mediobanca
* N E T H E R L A N D S *
KPN NV: Mulls Over Possible Buy of Whole of KPNQwest Network
KPNQWEST NV: Finally Shuts Down Ebone Network Tuesday
* P O L A N D *
NETIA HOLDINGS: New Announcement on Arrangement Plan
* U N I T E D K I N G D O M *
BIG FOOD: Faces Legal Row From Employees Over New Pension Scheme
COOKSON GROUP: Board Still Undecided on Strategic Options
ESPORTA PLC: Details of Duke Street Leisure's Cash Offer
ESPORTA PLC: Board Replies to Duke Street Capital's Statement
FISH PLC: Board of Fish and Marchthistle Calls in Administrators
FISH PLC: Announces Delteil Resignation, Share Suspension on AIM
FISH PLC: Company Profile
JOHN LAING: Trading on Core Business in H1 as Expected
PACE MICRO: Wins Contract With BskyB, Announces Profit Warning
RAILTRACK: Network Rail Will Pay Railtrack Legal Bills
SCIPHER PLC: Completes Sale and Leaseback Deal
WORLDCOM, INC: Requests Nasdaq Hearing on Notice of Panel Review
XENOVA GROUP: Notification of Interest in Shares
===========
F R A N C E
===========
ALCATEL: Wins Frame Agreement Worth USD 65MM From Brasil Telecom
----------------------------------------------------------------
Alcatel -- http://www.alcatel.com-- announced Tuesday that it
has been chosen by Brasil Telecom S.A. for the enlargement and
evolution of its Intelligent Network platform.
The frame agreement, worth USD 65 million, foresees the supply of
equipment, software and services as well as the platform
management tools. Implementation will be done within two years.
Alcatel's Intelligent Network platform currently installed at
Brasil Telecom will evolve to version 2.3, making it the most
modern in the Brazilian market today. With this product, Brasil
Telecom will be able to offer its clients a complete portfolio of
services, such as 0800, 0300, 0500, 0900, voice VPNs, fixed
prepaid, prepaid telephone card, and telephone credit card, as
well as Internet Call Waiting, which allows users to surf the web
while simultaneously receiving telephone calls.
In order to guarantee an easy access to users, the existing
Service Switching Point (SSP) will be enlarged and new points
will be installed. SSP uses the high performance and high
capacity of the Alcatel 1000 switching technology.
"The value added services offered by Intelligent Networks are
essential for the telecom operators' success in the highly
competitive market that the next few months promises. Such
services are absolutely necessary to generate revenue, and also
enable us to reduce defaults thanks to prepaid services", said
Yon Moreira da Silva, Brasil Telecom's vice president. "We've
been very pleased with our long partnership with Alcatel, with
whom we have been developing Intelligent Network services for
many years", he added.
Ludo Gys, vice president Product Marketing of Alcatel Network
Applications, said: "With this contract, Alcatel reaffirms its
position as the only supplier and Intelligent Network technology
holder at Brasil Telecom, operating the most modern platform in
Brazil. Evolution to version 2.3 is also a technological
reference that will allow Brasil Telecom to introduce NGN's world
related services. "
Brasil Telecom S.A. provides local, intra-regional long distance,
network, data communication and other value-added services to the
states of Acre, Rondonia, Mato Grosso, Mato Grosso do Sul,
Tocantins, Goias, Santa Catarina, Parana, and Rio Grande do Sul,
as well as the Federal District.
Alcatel designs, develops and builds innovative and competitive
communications networks, enabling carriers, service providers and
enterprises to deliver any type of content, such as voice, data
and multimedia, to any type of consumer, anywhere in the world.
With sales of EUR 25 billion in 2001 and 99,000 employees,
Alcatel operates in more than 130 countries.
ALCATEL: Cross Connect Service With Telekom on Lambda Platform
--------------------------------------------------------------
Alcatel, forerunner in optical networking and Deutsche Telekom,
the German telecommunications company, have signed a contract to
implement Alcatel's 1674 Lambda Gate in their national
infrastructure by the end of 2002.
A perfect fit for Deutsche Telekom's network architecture, the
Alcatel 1674 Lambda Gate will provide powerful design features to
support the service provider's present and future bandwidth
requirements generated by broadband traffic.
Its unique flexibility and highly scalable architecture allow for
a cost-efficient in-service transition, from a relatively small
configuration to a multi-terabit solution.
"As the nature of telecommunications is continuously changing,
Alcatel has developed a broad range of products to deliver
feature-rich solutions securing a critical competitive edge for
optical network providers", stated Jean-Marie Vansteenkiste,
President of Alcatel's terrestrial networks activities.
The Alcatel 1674 Lambda Gate is the only system on the market
today that is capable of managing over 2,000 STM-1 equivalents in
a single node and the only system to serve as a gateway between
the SDH and Optical layers. In tandem with Alcatel's industry
leading, end-to-end network management system (NMS), its
deployment helps operators reduce their network total cost of
ownership.
VIVENDI UNIVERSAL: Shares Slump as Chairman Messier Steps Down
--------------------------------------------------------------
French media giant, Vivendi Universal's shares dove to 40pc
yesterday but closed down to 25pc at EUR 17.80, after chairman
Jean-Jacques Messier resigned, the Telegraph said.
The daily said that there are doubts that the company may be able
to pay the EUR 19 billion debt accumulated by the company under
Mr. Messier's reign.
In a statement, Mr. Messier expressed his sadness about his
resignation but hopes he's departure might help pacify the
boardroom as well as erase market suspicions, the paper reported.
Mr. Messier, however, is not suspected of any wrongdoing.
Recent revelations regarding Vivendi's accounts have sown doubts
among investors, who are spooked by news on corporate
controversies in the U.S., the daily said.
According to the Telegraph, a French newspaper reported that
Vivendi had a run-in with the Paris stock exchange in February
over the company's attempt at hiding a EUR 1.5 billion debt.
Earlier, Moody's reported a downgrade of Vivendi's debt rating to
junk status. The rating agency said the cut is caused by
Vivendi's seeming lack of strategic development, Telegraph said.
Lastly, the daily said that with the latest developments, the
company might end up being broken into parts.
VIVENDI UNIVERSAL: Response to Media Reports on BSkyB Disposal
--------------------------------------------------------------
Entertainment giant Vivendi Universal released the following
statement in response to a news article appearing in the July 2,
2002 edition of the French publication Le Monde:
In October 2001, VU entered into a transaction to enable VU to
comply with the European Commission mandate that VU dispose of
its BSkyB shares by October 2002.
The EC required that such disposal take place as a condition of
its approval of VU's acquisition of The Seagram Company Ltd. The
transaction enabled VU to dispose of the BSkyB shares at market
without incurring the significant discount often associated with
the disposal of a large block of shares, to reduce the tax costs
of the disposal and maintain VU's participation in the economics
of a portion of the transferred BSkyB shares.
The accounting for such a structure is specifically addressed
under US GAAP principles; however, it was not clear to the
company under French GAAP standards. Therefore, the company
consulted with its auditors prior to and during the transaction
in order to develop the acceptable accounting under both GAAP
reporting standards.
In November 2001, VU met with the Commission de Operations de
Bourse (COB-Vivendi Universal's French regulator) to discuss the
company's proposed accounting for the BSkyB sale under French
GAAP.
In March 2002, prior to the presentation of the 2001 annual
results, the COB advised VU that under French GAAP, Vivendi
Universal must account for the initial sale transaction as a
borrowing secured by BSkyB shares.
Additionally, the COB advised VU that a related December
transaction, which reduced the company's financial exposure to a
related Swap, be accounted for, not as a sale, but as a
transaction that resulted in VU pretax income of approximately
EUR 1.1 billion.
The company reflected these transactions in its 2001 accounts in
a manner consistent with the COB's request (Note 2 of VU's 2001
financial statements).
Due to the significance of this transaction, the company also met
with representatives of the U.S. Securities and Exchange
Commission (SEC) to review the accounting for this transaction
under US GAAP, which is discussed in Note 14 to the company's
2001 financial statements.
The SEC advised the company that it did not object to the
company's treatment of the BSkyB sale under US GAAP, as presented
and disclosed.
=============
G E R M A N Y
=============
BABCOCK-BORSIG: Last-ditch Bid for Rescue From Demise
-----------------------------------------------------
Babcock-Borsig's creditor banks, management and shareholders will
meet on Wednesday in a desperate effort to rescue the company
from possible demise, following its failure to secure EUR 200
million for emergency funding, the Financial Times reported.
The meeting was arranged by the Premier Wolfgang Clement, prime
minister of the state of North-Rhine Westphalia and will be held
in Dusseldorf.
The troubled company failed to get the EUR 200 million emergency
funding after 10 days of negotiations with banks. It needed the
money to pay salaries for June, which totals at EUR 50 million
and EUR 150 million in loans, the paper said.
The paper said that without a rescue package Babcock will be the
latest German company to fall in recent months following
KirchMedia and Fairchild Dornier.
In addition, Prime Minister Clement seeks to convince involved
parties to negotiate on a EUR 700 million medium-term loan for
Babcock, the paper reported.
BABCOCK-BORSIG: Court Rules in Favor of Submarine Unit Sale
-----------------------------------------------------------
Wyser-Pratte Management Co. Inc (WPM) announced in a statement
Thursday that the regional Court of Duisburg, Germany July 2
upheld two separate injunctions obtained by WPM against Babcock
Borsig (BBX-GR) relating to the proposed sale of Babcock's
ship/submarine building subsidiary, HDW.
On May 29 and June 6, 2002, the Duisburg court issued two similar
injunctive orders preventing Babcock from proceeding with any
"further acts" to execute the sale of HDW shares to One-Equity-
Partners (OEP), an investment arm of Bank One or any other buyer.
It was reported in early June that Babcock had ignored the May 29
order, stating that the injunction did not apply and that the
sale of HDW shares to One Equity Partners had already been
completed.
"We are gratified that Babcock officers and directors are being
compelled to observe the clear letter of German law. You can't
sell majority control of your key asset without shareholder
approval and you can't ignore an official court injunction," said
WPM President, Guy Wyser-Pratte.
In its ruling, the court also said that any sale of HDW shares
would require approval by shareholders of Babcock under what is
known as the "Holzmuller Principle" in Germany.
"This is great news and we look forward to the shareholders
meeting scheduled for August," said Wyser-Pratte. "Shareowners
will have a chance to determine whether HDW should remain the
centerpiece of Babcock operations, as touted for many months by
former CEO Lederer, or whether the terms of the proposed sale of
HDW to OEP are competitive and fair. Either way, the true owners
and stakeholders of Babcock will have a voice," concluded Wyser-
Pratte.
BABCOCK-BORSIG: Wyser-Pratte Files Fraud Suit vs. Babcock
---------------------------------------------------------
Wyser-Pratte Management Co. Inc (WPM) announced June 26 it is
filing fraud proceedings against Babcock Borsig (BBX-GR) and its
former CEO Klaus Lederer in U.S. District Court in the Southern
District of New York.
The suit alleges that Babcock and Lederer engaged in a consistent
pattern of misleading and fraudulent disclosures regarding its
ownership control of shipbuilding subsidiary HDW.
Babcock announced in June that control of the HDW business had
been sold to One Equity Partners (OEP) a unit of Bank One. The
company claims the sale was completed even though it was enjoined
on May 29, 2002 by the regional court in Duisburg, Germany.
"This law suit strikes at the true nature of the actions of
Babcock and its Chairman Klaus Lederer in their efforts to
mislead shareholders and hide material facts about the condition
of Babcock and its true ownership interest in HDW," said WPM
President, Guy Wyser-Pratte. "We seek to hold responsible those
who have defrauded the shareholders, regulators and employees of
Babcock," he added.
The suit alleges that Babcock and Lederer brought the shareholder
fraud to New York when Lederer met Wyser-Pratte for dinner in
January at a city restaurant and provided him a copy of a public
presentation showing Babcock with control of HDW and plans to
acquire 100% of the subsidiary. Only weeks later, Lederer
announced Babcock was selling HDW and that he, Lederer, was
leaving Babcock to become the CEO of HDW. Lederer resigned from
Babcock last week.
Court papers filed earlier this month revealed that negotiations
had been ongoing since 2001 regarding a sale of HDW and that
Babcock never actually had control over the shipbuilding
subsidiary. The suit says such omissions were material and
concealed significant liquidity risk at Babcock now being
reflected in its share price.
WPM is a Manhattan based investment fund manager.
Contact Information:
Guy Wyser-Pratte
Wyser-Pratte & Co.
Telephone: 212-495 5350
BABCOCK BORSIG: Attachment Order Against Steinmuller Lifted
-----------------------------------------------------------
The Cologne district court (Landgericht) lifted on July 2 the
attachment order of the Cologne civil court (Amtsgericht) issued
on June 17, to the extent that attachment had been ordered
exceeding EUR 25 million.
The Cologne civil court had issued an attachment order amounting
to EUR 143 million, the engineering group announced Tuesday.
With this arrangement, another major hurdle has been overcome
following the agreement on a contribution by the company's
employees amounting to approximately EUR 50 million on the route
to reorganization of Babcock Borsig AG.
COMMERZBANK: Bundles Private Banking Ops, Sets Growth Targets
-------------------------------------------------------------
Commerzbank AG is integrating its international banking
activities into one independent business area, reports obtained
from Financial Times and AFX News said.
The new head of the division, Dietmar Binkowska said the bank has
set ambitious growth targets, the papers said.
Furthermore, the new head said the intensification of its private
banking financial result to 8% annually will be one of the banks
goals, the reports said.
The businesses to be integrated include Luxembourg-based
Commerzbank International and Swiss-based Commerzbank Schweiz, as
well as the Singapore-based subsidiaries Commerzbank south East
Asia and Commerzbank International Trust.
KIRCHGRUPPE: KirchBeteiligungs Sells FKM in Management Buyout
-------------------------------------------------------------
Filmkunst-Musikverlags-und Produktionsgesellschaft mbH (FKM) was
recently sold in a management buyout by KirchBeteiligungs GmbH &
Co, the investment subsidiary of the insolvent German media group
Kirch-Gruppe, reports obtained from the Financial Times said.
Producer and publisher of film music, FKM's reported annual
turnover figures had amounted to EUR 1.5 million, the reports
said.
Information as to purchasing price of FKM was not reported, the
paper added.
LTU GROUP: Shapes up With Two New Aircrafts and EUR 150MM Savings
-----------------------------------------------------------------
German charter airlines, LTU Group says it is back on its feet
with two new aircrafts and a EUR 150 million savings, the
Financial Times reported.
A financial injection worth EUR 120 million from the Land of
North Rhine-Westphalia, Sparkasse and regional bank WestLB helped
the ailing company towards a fresh start, the paper said.
LTU almost succumbed to bankruptcy late last year following the
collapse of its parent, Swissair. In 2001, it posted a loss in
hundreds of millions of euros.
The Financial Times said the company plans to halve its loses
with management restructuring measures and hopes to post profits
in 2004.
=============
I R E L A N D
=============
ELAN: Shares Plunge After Warning of Significant Charges
--------------------------------------------------------
Elan Corporation's shares dropped to 157.5p from 170p following
the Irish company's announcement that its business recovery plan
and a drop in the value of its investments will result in charges
amounting GBP 413 million, the Independent said.
The paper said that according to Elan's annual filing for the
U.S. SEC, it may be forced to write down up to 30% of its
investments in biotech and pharmaceutical companies.
The troubled company also indicated that it could not release
figures regarding the financial impact of its recovery plan. The
plan basically involves the scaling back of operations, the paper
said.
Lastly, the paper said the company confirmed it is not facing a
cash squeeze and even holds a total of USD 2.2 billion as current
assets.
ELAN CORPORATION: Announces Schedule for Conference Call
-------------------------------------------------------
Elan Corporation, plc announced through its statement on July 2
that it will host a conference call at 8.30am EST on Tuesday,
July 9 to discuss Elan's recently filed 2001 Annual Report on
Form 20-F and the outlook for 2002.
Exact call-in details will be made available shortly.
Live audio of the conference call will be simultaneously
broadcast over the Internet and will be available to members of
the news media, investors and the general public. The conference
call is expected to last one hour.
This event can be accessed through Elan's website, www.elan.com,
and clicking on the Investor Relations section, then on the event
icon. The event will be archived and available for replay for 48
hours after the event.
The 2001 Annual Report on Form 20-F was filed yesterday with the
United States Securities and Exchange Commission and has been
posted on the Investor Relations section of the Elan web site.
The "Frequently Asked Questions" has also been updated and is
available on the Elan web site, including a section on the 2001
Annual Report on Form 20-F.
It is expected that there may be many people accessing Elan's web
site for this information. For that reason, Elan requests your
patience.
Elan is a worldwide biopharmaceutical company headquartered in
Ireland, with its principal facilities located in Ireland and the
U.S. Elan is focused on the discovery, development,
manufacturing, selling and marketing of novel therapeutic
products in neurology, pain management and autoimmune diseases
and the development and commercialization of products using its
extensive range of proprietary drug delivery technologies.
Elan shares trade on the New York, London and Dublin Stock
Exchanges.
Contact Information:
Investors: U.S.
Jack Howarth
Telephone: 212-407-5740 or 800-252-3526
Investors: Europe
Emer Reynolds
Telephone: 353-1-709-4000 or 00800 28352600
=========
I T A L Y
=========
FIAT SPA: Commerzbank Buys 10% Stake in Ferrari From Mediobanca
---------------------------------------------------------------
Commerzbank, Germany's fourth largest bank, has bought a 10%
stake in Fiat SpA's Ferrari for EUR 228 million from Mediobanca,
the Financial Times reported.
Mediobanca recently acquired 34% stake in Ferrari Tuesday and has
agreed to sell the 10% stake to the German bank, the paper said.
Meanwhile, Mr. Paolo Fresco has promised to try to address the
company's financial woes and will attempt to go through a
recovery process for Fiat Auto, the company's loss-making unit
until 2004. According to the paper, he also said that if the
process fails, Fiat may have to consider putting the unit for
sale.
The paper also noted that Fiat plans to focus on its other
businesses, such as agricultural machinery, insurance and energy.
=====================
N E T H E R L A N D S
=====================
KPN NV: Mulls Over Possible Buy of Whole of KPNQwest Network
------------------------------------------------------------
KPN NV said Monday that it is currently mulling over a possible
offer for the entire network of bankrupt company KPNQwest NV,
news from Dow Jones stated.
The report said that KPN NV, which is one of KPNQwest's parents,
expressed interest for the network following news on the walkout
of AT&T Corp and Trimoteur from the bidding.
Earlier, KPN had implied that it is only interested in parts of
KPNQwest's network, particularly those in Benelux and Germany,
the daily said.
KPNQWEST NV: Finally Shuts Down Ebone Network Tuesday
-----------------------------------------------------
Bankrupt company KPNQwest NV has finally decided to close its
Ebone Internet network Tuesday night, after it failed to stamp a
deal with a potential takeover buyer, the Wall Street Journal
reported.
According to the daily, this move is likely to disrupt many
Internet connections across Europe. It will result in thousands
of businesses suddenly struggling to seek new Internet providers.
A spokesman for Ebone said that another KPNQwest network will
continue to operate. But this network, which is smaller than the
Ebone system, is currently facing interference, the daily said.
Meanwhile, KPN, one of the company's parent and Swedish company
Telia have already signified its bid for the company's French
network. Moreover, KPN has also expressed interest in buying the
entire network. Both parties have not yet reached a deal, WSJ
said.
Debt-ridden KPNQwest filed bankruptcy protection in May following
after shareholders pulled out funding. After which, the company
has been scrambling for buyers of its assets, as well as,
fighting to keep their network operational.
The data-services network, which is one of the largest providers
in Europe has acquired a debt of more than EUR 2 billion.
===========
P O L A N D
===========
NETIA HOLDINGS: New Announcement on Arrangement Plan
----------------------------------------------------
Netia Holdings S.A., Poland's largest alternative provider of
fixed-line telecommunications services, announced in its
statement on July 2 that the arrangement plan for Netia Holdings
S.A. is currently awaiting the required approval by the court.
The hearing regarding this approval was re-scheduled for July 29,
2002.
Contact Information:
Anna Kuchnio
Investor Relations
Telephone: +48-22-330-2061
===========================
U N I T E D K I N G D O M
===========================
BIG FOOD: Faces Legal Row From Employees Over New Pension Scheme
----------------------------------------------------------------
Big Food Plc faces legal threats from a thousand of its employees
after it decided to reject its final salary pension scheme, the
Independent said.
The employees claim that the company is guilty of breach of
contract for the change in the terms and conditions of employment
and for failing to consult on the matter of the change, the paper
reported.
The food retailer had revealed in February its decision to end
the final salary scheme for existing member and new entrants.
The Independent reported that Big Food repudiated such claims
saying there was no case to answer. It explained that it had no
choice but to decide on the change to ensure the future of the
business and the jobs of 30,000 people. It further said that it
is confident that the company did not breach any pension and
employment laws.
But Mr. Barry Mordsley, head of Salans's law firm, which is
handling the case of the employees, said that there was basis for
the employees' complaints. In fact, due to the changes, the
employees are currently facing lower pension benefits as a result
of being moved into a defined contribution scheme. This new
scheme runs the risk of fluctuation as it depends on stock market
performance, the paper reported.
Mr. Mordsley also said that the employees will also be facing
higher contributions as oppose to a non-contributory plan they
had enjoyed.
It is said that Big Food is the only company aside from Ernst &
Young that have closed final salary pension schemes to existing
members as well as new entrants. Companies like Marks & Spencer
closed schemes solely for new entrants, the paper said.
COOKSON GROUP: Board Still Undecided on Strategic Options
---------------------------------------------------------
Cookson Group Plc's board issued a statement saying it is still
undecided on how to maximize shareholder value and optimize its
capital structure, reports obtained from AFX News said.
The statement came after a press report claimed that the company
has abandoned a planned rights issue this week because of
unstable market conditions, the daily said.
Citing a spokesperson for the debt-ridden company, the news
report said that Cookson's board has not yet agreed on a course
of action. The spokesperson further declined to provide
information on options the board is considering.
According to the spokesperson, Cookson is presently holding
borrowing facilities amounting to GBP 920 million with maturities
ranging from 2003 to 2012. These facilities include a multi-
currency revolving credit worth GBP 450 million acquired late
last year, the paper said.
Cookson presently holds an estimated net debt of GBP 800 million.
ESPORTA PLC: Details of Duke Street Leisure's Cash Offer
--------------------------------------------------------
The board of Duke Street Capital Leisure Investments Limited
(DSCLI) announced in writing to Esporta Shareholders Tuesday in
response to Esporta's defence to DSCLI's Cash Offer of 80 pence
for each Esporta Share.
In this document DSCLI makes the following points:
* Since coming to market just over two years ago, Esporta has
been accident prone
- 5 of its senior management team (including 3 executive
directors) have departed
- it had to obtain a covenant waiver from its lending banks
earlier this year, requiring the payment of a waiver fee and
resulting in higher interest charges on its borrowings
- it has issued two profit warnings in the last 9 months
* Esporta has provided no evidence that it has a sustainable
recovery strategy
- it is slashing 2002 club openings down to 5 instead of the
planned 12 to 14
- despite 100 per cent higher marketing expenditure in the
first 5 months of the year and waiving joining fees, Esporta
has achieved only modest first quarter like-for-like sales
growth. In addition, Esporta's membership growth during the
first 5 months of 2002 appears to be slowing
* On the continent Esporta's U-turn has left its European
strategy in chaos and its proposed withdrawal from a majority of
its continental European sites is likely to lead to further
erosion of value
* Esporta is facing increased competition in the UK with
competitors opening at least 18 new clubs locally to Esporta
clubs
* A number of Esporta's claims in its defence document dated 14
June 2002 are based on the selective use of information such as
for its return on capital employed calculations and its adoption
of definitions for mature clubs that differ from many of its
competitors and flatter Esporta's performance
DSCLI's Cash Offer represents a 56.9 % premium to Esporta's share
price prior to bid speculation*.
Commenting on the Cash Offer, Nick Irens, Chairman of DSCLI,
said:
"We believe that DSCLI is offering an attractive price for a
business that still has a wide range of problems to solve. The
Cash Offer gives Esporta Shareholders the opportunity to receive
cash now at a premium of almost 57 per cent to the share price
immediately prior to pre-bid speculation*."
* Calculated by reference to Esporta's closing middle market
share price on October 19, 2001, the last dealing day prior to
press speculation that Esporta was vulnerable to a bid.
ESPORTA PLC: Board Replies to Duke Street Capital's Statement
-------------------------------------------------------------
The Board of Esporta has noted the announcement made by Duke
Street this morning. In response, John Grieves, Chairman of
Esporta, said:
"It is quite clear to us that our shareholders are not impressed
by Duke Street's Offer. Their Offer and their arguments are
focused on the past. This nil premium Offer materially
undervalues the business, which has shown significantly improved
performance under its new management.
"With the problems of the past being firmly dealt with, we are
now focusing on growth. Next week we shall be writing to our
shareholders, setting out our strategy which we believe will
maximize the Company's prospects."
Contact Information:
Maurice Kelly
Chief Executive
Telephone: 0118 912 3503
Michael Ball
Finance Director
Telephone: 0118 912 3504
FISH PLC: Board of Fish and Marchthistle Calls in Administrators
----------------------------------------------------------------
Following the announcement of May 17, 2002, the Board of
restaurant chain operator Fish plc has undertaken a comprehensive
review of all aspects of the Group's operations.
However, the Board of Fish has been unable to secure facilities
from the Group's bankers for the implementation of a
restructuring plan, the restaurant chain owner said in a
statement Tuesday.
As a result, the Boards of Fish and Marchthistle Limited, the
corporate entity comprising the Group's restaurant activities,
believe that they have no option but to seek the appointment of
an administrator for Fish plc and Marchthistle Limited,
respectively.
The Board of Fish believes that this course of action provides
the best option for delivering a stable environment in which all
the operations of the Group will continue to trade.
Accordingly, Fish has requested suspension of trading in its
shares pending a further announcement.
Cutty Catering Specialists Limited which trades under the names
Cutty, Bentley's and West Coast Shellfish is trading profitably
and will not be subject to the administration order and therefore
will continue to trade as normal.
FISH PLC: Announces Delteil Resignation, Share Suspension on AIM
----------------------------------------------------------------
Fish plc announces on July 2, Tuesday that Christian Delteil has
resigned from the Board of the company with immediate effect.
In a separate notice, at the request of the company, trading on
AIM for the under-mentioned securities has been temporarily
suspended from July 2, 2002; 4:35pm pending an announcement:
Ordinary Shares of 10p each (0-249-320)(GB0002493202) fully paid
FISH PLC: Company Profile
-------------------------
Name: Fish plc
56 Ayres Street
Southwark
London
SE1 1EU United Kingdom
Telephone: (020) 7234 3300
Fax: (020) 7234 3302
Email : info@fish.plc.uk
Website: http://www.fishdiner.co.uk
SIC: Restaurants Chain Operator
Employees: 360
Net Loss: GBP 1.72 million/USD 2.6 million (2001)
Total Assets: GBP 26.6 million/USD 40.7 million (2001)
Total Liabilities: GBP 12.6 million/USD 19.3 million (2001)
Type of Business: Formerly known as BGR plc, FISH plc's core
activities include the ownership, operation and management of
quality, strategically located restaurants and provision of
service supply of premium quality fresh and prepared fish,
poultry and meat to leading restaurants and hotels in London. The
group also supplies scallops and langoustics in Scotland.
Trigger Event: After Fish plc failed to negotiate with its
creditors financing to implement a restructuring, the company
sought to appoint administrators for the Fish plc and
Marchthistle Limited, the business entity involved in restaurant
operations.
Chief Executive: P V Gilligan
Chairman: Anthony Allan
Finance Director: Jeremy Ormerod
Bankers: Barclays Bank PLC
Financial Advisers: Collins Stewart Ltd
Stockbrokers: Collins Stewart Ltd
Auditors: BDO Stoy Hayward
Law Firms: Memery Crystal
Financial PR Advisers: College Hill Associates Ltd
No. of Shares in Issue: 18.6 million shares (2001)
JOHN LAING: Trading on Core Business in H1 as Expected
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John Laing issued a status report this week; the text of that
announcement follows:
The Group's two principal businesses, Laing Homes and Laing
Investments, have traded well throughout the first six months of
the year and in line with our expectations.
Our UK housebuilding business has seen a strong market throughout
the first six months of the year. Laing Homes completed the sale
of over 640 units compared to 567 units for the six months to
June 30, 2001.
Deposits taken were significantly ahead of the same period last
year and we are, therefore, entering the second half with a very
strong forward sales position. Our landbank has been maintained
at around two years but planning remains one of the industry's
key challenges.
We believe that the market will return to more sustainable levels
in the second half of the year and that the rate of growth in
selling prices is likely to reduce.
The relative profitability of Laing Homes, when comparing the
first and second halves of the year, is likely to be nearer to
our historic 40:60 split than was the case last year.
Laing Investments has continued to make further progress with 18
of our 23 projects now having entered the operational phase.
Following our strategic decision to focus on infrastructure
investment and operations as the main source of growth for the
Group, project bid activity has been increased.
Due to the time-scale associated with reaching the income
generation phase on projects, it will take time for this
increased activity to be reflected in our results.
During the first six months we have reached the shortlist stage
on a further 7 projects and we are currently bidding for 21.
Accounting practices relating to infrastructure investments
contracted through special purpose vehicle companies continue to
be the subject of scrutiny within the industry. Standard
accounting practices are evolving as the sector matures.
The new UITF Abstract 34 has codified the accounting practices to
be adopted in respect of pre-contract bid costs and the
subsequent recovery from investment vehicles. We welcome this,
as it will result in greater consistency of results reported by
companies operating in the sector.
In view of our past prudent approach, of writing off all bid
costs prior to financial close, the impact on the Group's results
is unlikely to be significant. Our estimate is that Group profit
before tax for the year to December 31, 2002 will reduce by GBP2
million as a result of the required change in accounting
practice.
In April we completed the sale of our property business as part
of our asset realisation programme. This brought the aggregate
proceeds up to GBP122 million, which was in excess of our target.
Good progress has been made in reducing our retained construction
contract liabilities following the sale of Laing Construction
last year. In particular, the National Physical Laboratory
contract at Teddington is nearing completion.
We consider that the financial outcome for all the liabilities is
likely to be within the provisions already made.
The head office reorganization has been completed on schedule and
on budget. Group headquarters will be relocated to Central London
later this month.
Bill Forrester was appointed a director on January 1, 2002 and
Executive Chairman with effect from February 1, 2002 and three
new independent non-executive Directors have now been appointed -
Tim Boatman, The Baroness Noakes and Paul Meredith. The Board
now consists of four executive directors and four non-executive
directors. This completes the reshaping of the Board.
The encouraging performance of Laing Homes and Laing Investments
has contributed to our recovery and the Board is confident that
the Group will return to acceptable levels of profitability in
the current year.
John Laing plc is today holding seminars on its infrastructure
investment and operations division, Laing Investments, for
brokers' analysts and institutional investors. The seminars will
focus on the Public/Private Partnerships (PPP) sector and Laing
Investments' growing position within it.
Contract Information:
Bill Forrester
Chairman
John Laing
Telephone: 0208906 5601
PACE MICRO: Wins Contract With BskyB, Announces Profit Warning
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Pace Micro Technology Plc (PACE) recently negotiated to supply
new set-top box products to British Sky Broadcasting Group plc
(BSkyB), PACE announced though its statement to the press
Tuesday.
BSkyB commits to purchase Digiboxes and significant revisions to
the contractual terms under which Pace supplies the Sky+ Personal
Video Recorder.
Pace has a long-term supply agreement for Sky+, which lasts until
the end of 2004.
As a result of changes to Sky+ product pricing, certain elements
of the revised agreement will result in a reduction of GBP 1.7
million in Pace's expectations for the pre tax profit for the
financial year ended June 1, 2002.
The Sky+ product has received some excellent reviews, with BSkyB
recently confirming that over 25,000 boxes and subscriptions have
been sold and that it expects sales to increase.
In a departure from its usual trading terms, for the period June
1, 2002 to March 31, 2003 and for a limited number of units, Pace
will invoice an amount on shipment that is below the product
cost.
Pace will also receive a monthly payment from BSkyB in respect of
each Sky+ monthly subscription paid by a customer over an agreed
period following the installation of the box.
These monthly receipts will be accounted for as income as they
become receivable. As a result the pre-tax profits of the
financial year 2002/2003 will be reduced by approximately GBP 8
million, with the majority of the impact expected in the first
half of the financial year. Overall these Sky+ sales are expected
to be profitable for Pace.
Sky+ will be cash and profit positive to Pace from at latest
April 1, 2003 when new shipments will be on usual trading terms.
RAILTRACK: Network Rail Will Pay Railtrack Legal Bills
------------------------------------------------------
Railtrack Plc's bill for all pending legal cases will be taken
over by Network Rail once Railtrack agrees to Network's bid of
500 millon euro, the Telegraph reported.
A statement from Network Rail's spokesman admitting to inheriting
liabilities, came after Railtrack's chairman Ian Coucher
signified that the company expects to face a backlog of track
renewals as high as 4,500, the paper said.
Mr. Coucher also said that Railtrack is planning to reduce the
high cost network operations and modernize management practices.
This promise was however, looked down by some industry figures
who expected concrete plans to ensure a safe railway, the paper
said.
Meanwhile, Railtrack is currently facing potential legal suits
over the Potters Bar crash.
SCIPHER PLC: Completes Sale and Leaseback Deal
----------------------------------------------
Further to the announcement made on June 19, 2002, the Middlesex-
based company Scipher plc announced Tuesday that the sale and
leaseback of its headquarters building was completed
Monday.
Scipher plc is the largest technology development and licensing
company of its type in Europe. Scipher delivers value from
intellectual property (IP) in two principal ways:
* It commercialises patent-protected products developed by its
own R&D resources, through licensing or sale to high-growth
markets around the world.
* Using its extensive expertise in IP management it creates
value from clients' IP assets by providing a complete licence
revenue generating service.
Scipher's impressive portfolio of advanced technology products
and know-how covers the markets for Secure Identification, 3D
Sound, Displays, Communications and Sensors. 60% of Scipher's
revenues are earned outside the UK in over 50 countries.
Scipher is backed by more than 70 years in advanced R&D including
developments of such historic importance as stereo recording,
television broadcasting and the medical CT scanner, which won a
Nobel Prize for its inventor.
Scipher is traded on the London Stock Exchange.
WORLDCOM, INC: Requests Nasdaq Hearing on Notice of Panel Review
----------------------------------------------------------------
WorldCom, Inc. -- http://www.worldcom.com-- has requested a
hearing before a Nasdaq Listing Qualifications Panel to respond
to Nasdaq's notice that the company has not complied with certain
filing and fee requirements necessary for continued listing.
According to Nasdaq rules, WorldCom's common and preferred stocks
will continue to be listed on The Nasdaq National Market pending
the issuance of a written determination by the Panel after the
hearing.
There can be no assurance that the Panel will grant WorldCom's
request for the continued listing.
"WorldCom intends to make its case heard, and we believe that
Nasdaq will see that our company is doing everything in its power
to uncover the circumstances of the intended restatement and to
make all the appropriate regulatory filings as soon as possible,"
said John W. Sidgmore, WorldCom president and CEO.
WorldCom, Inc. is a global communications provider for the
digital generation, operating in more than 65 countries. WorldCom
provides innovative data and Internet services for businesses.
Effective as of the close of regular trading on July 12, 2002,
WorldCom will eliminate its tracking stock structure and have one
class of common stock.
XENOVA GROUP: Notification of Interest in Shares
------------------------------------------------
RAB Capital Ltd, acting as investment manager for a number of
commingled funds for Xenova, purchased on June 28, 2002 an
additional 240,000 ordinary shares in Bershire-based drug
manufacturer Xenova Group plc.
RAB Capital Ltd's notifiable interest is thereby increased to
10,228,552 shares representing 7.36% of the issued share capital.
RAB Capital does not act as custodian for its clients and
therefore the shares are held in the nominee name of the
custodian of our clients, which is Morstan Nominees Ltd.
**********
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 and 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,
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or balance thereof are US$25 each. For subscription information,
contact Christopher Beard at 240/629-3300.
* * * End of Transmission * * *