/raid1/www/Hosts/bankrupt/TCREUR_Public/021218.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Wednesday, December 18, 2002, Vol. 3, No. 250
Headlines
* B E L G I U M *
FLV FUND: Discloses Result of Shareholders Meeting
LERNOUT & HAUSPIE: L&H NV Sues Cevennes to Recoup Conveyances
* F R A N C E *
CLUB MED: Bourguignon to Relinquish Chairmanship of Group
SCOR: S&P Keeps SCOR and Subsidiaries Ratings on Watch Negative
* G E R M A N Y *
INFINEON TECHNOLOGIES: ProMOS Files Charges for Damages
PFLEIDERER AG: Fitch Downgrades Senior Unsecured Rating to 'BB+'
* N E T H E R L A N D S *
IFCO SYSTEMS: Announces Terms and Conditions of Warrants
KPNQWEST NV: Moody's Withdraws All Ratings Following Liquidation
* S W I T Z E R L A N D *
ABB LTD.: Nears Deal for U.S.$1.5 BB Loan With Lender Banks
SWISS LIFE: Announces Appointment of New Set of Executive Board
* U N I T E D K I N G D O M *
ANITE GROUP: Reports Results for Six Months Ended October
BAE SYSTEMS: Not Bargaining Eurofighter Jet Program to Get Help
BALTIMORE TECHNOLOGIES: Announces Result of Extraordinary Meeting
BRITISH ENERGY: Nears GBP300 MM Deal for Canadian Arm
CABLE & WIRELESS: Scottish Group May Launch Bid, Reports Say
COLT TELECOM: Plans to Buy Back Bonds After Settling Case
IZODIA: Share Trading Suspended Over Fraud Investigation
MARCONI PLC: Announces Financial Restructuring Update
MARCONI PLC: Announces Appointment of Devaney as New Chairman
MYTRAVEL GROUP: Announces Sale of Leger Holidays to Broomco
PIZZAEXPRESS: Confirms Speculation of Buyout Offers
=============
B E L G I U M
=============
FLV FUND: Discloses Result of Shareholders Meeting
--------------------------------------------------
At the extraordinary general shareholders meeting of FLV Fund
(Nasdaq Europe:FLVF), 4.725.482 shares out of a total of 20 604
495 shares were present or represented. The quorum (50 % of the
share capital or 10 302 248 shares) required for deliberating and
deciding on the proposed resolutions on the agenda was not
attained.
A second extraordinary general meeting, which will deliberate and
decide on all items on the agenda, regardless of the number of
shares present or represented, will be convened on 6 January
2003.
FLV Fund was established in December 1995 as an international
venture capital fund focusing on companies, which develop
applications on intelligent interfaces. In July 1998 the company
was introduced on Nasdaq Europe (Nasdaq Europe:FLVF). The
objective of FLV Fund is to achieve a maximum shareholder value
and gradually reimburse its shareholders through the realisation
of the portfolio. The portfolio will be realised through the
normal planned exits and/or via a controlled auction of all or
part of the portfolio. The target date set for discontinuation of
the activity of FLV Fund is 31 December 2004.
CONTACT: FLV Fund
Piet Vandermeersch
Phone: +32 (0) 57 22 94 30
LERNOUT & HAUSPIE: L&H NV Sues Cevennes to Recoup Conveyances
-------------------------------------------------------------
Brussels Translation Group N.V. was established on March 13,
1997. On that same day, BTG signed a $3,500,000 licensing
agreement with L&H. The Licensing Agreement was amended in May
1997 to increase the amount of the license fee payable by BTG to
L&H to $5,000,000. At the same time, BTG contracted to pay L&H
$30,000,000 for research and development services.
In June 1999, L&H acquired BTG from Cevennes, S.A., of
Luxembourg for $42,000,000, plus the assumption of $17,000,000
in debt owed to L&H related to development costs. As of the
Acquisition Date, BTG was worth substantially less than the
consideration paid by L&H, which included both cash transfer and
debt forgiveness. As a result, L&H's estate and creditors
suffered yet another "substantial loss".
Accordingly, L&H asks Judge Wizmur to undo the transaction and
award the estate judgment for the amount paid, plus interest.
(L&H/Dictaphone Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 609/392-0900)
===========
F R A N C E
===========
CLUB MED: Bourguignon to Relinquish Chairmanship of Group
---------------------------------------------------------
Philippe Bourguignon will step down as chairman of Club Med, the
holiday resort operator which two months ago reported net losses
of EUR62 million.
Henri Giscard d'Estaing, deputy managing director of finance and
international strategy of the group, will replace Mr.
Bourguignon.
The company shares, which lost 50% since the start of the year,
rose EUR1.15 or 5.5% to EUR22 on the report, according to the
Financial Times.
Club Med lowered last year's net losses of EUR70 million, which
include EUR71 million of restructuring charges. The group was
badly hit by the fall in tourism after the September 11 attacks.
The slump in leisure travel forced the group to close about 15
resorts and cut 400 jobs. The terrorist attacks proved to be
another blow to the business of the French group, which had
earlier experienced drop in bookings in its traditional holiday
villages amidst economic downturn.
The club has more than 1.5 million guests annually, and 150
leisure operations in more than 40 countries, including about 120
resort villages, 12 villas, a cruise ship operation, and a French
tour operator. Nearly three-quarters of its visitors come from
Europe.
CONTACT: CLUB MEDITERRANEE
11 rue de Cambrai
75957 Paris Cedex 19, France
Phone: +33-1-53-35-35-53
Fax: +33-1-53-35-36-16
Home Page: http://www.clubmed.com
SCOR: S&P Keeps SCOR and Subsidiaries Ratings on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its long-term
ratings on France-based reinsurer SCOR and its subsidiaries --
including the 'A-' counterparty credit and insurer financial
strength ratings on SCOR -- remain on CreditWatch with negative
implications, where they were placed on Oct. 30, 2002.
Standard & Poor's expects to finally resolve the CreditWatch
placement on Dec. 27, 2002, when the final outcome of SCOR's
EUR381 million rights issue will be known.
Although the subscription period for the rights issue ended on
Dec. 11, 2002, the final result will not be known until Dec. 27,
2002, once various administrative and regulatory processes are
completed. "Although not prepared at this stage to predict the
outcome of the rights issue, Standard & Poor's takes comfort from
the support shown to SCOR by key strategic shareholders, who have
committed themselves to supporting the rights issue, and who, in
some cases, have purchased further rights," said Standard &
Poor's credit analyst Marcus Rivaldi. "In addition, SCOR has been
able to successfully sell the 3.7 million subscription rights
attaching to treasury stock."
CONTACT: Standard & Poor's
Marcus Rivaldi, London
Phone: (44) 20-7847-7056
Yann Le Pallec, Paris
Phone: (33) 1-4420-6725
=============
G E R M A N Y
=============
INFINEON TECHNOLOGIES: ProMOS Files Charges for Damages
-------------------------------------------------------
Infineon Technologies is facing legal charges from ProMOS
Technologies, which has claimed damages for Infineon's withdrawal
from their business contract.
Promos said it has filed with the prosecutors office in Hsinchu
charges of breach of trust, suspected libel, damage to business
reputation, and stock-price manipulation against Infineon.
The challenge came after Infineon announced last week that
production and shareholding pacts it holds with ProMos and Mosel
Vitelic Inc. will cease on December 31, and that it intends to
dispose its approximate 30% stake in ProMos. According to Dow
Jones, Infineon said it was looking into the legal situation
governing a technology sharing pact it still has with ProMOS and
Mosel.
In its filing with the local Fair Trade Commission, ProMos said
that with the declaration, Infineon may be violating fair trade
laws and spreading misinformation to hurt ProMOS's business
reputation.
Infineon and Mosel created ProMOS six years ago as a
manufacturing facility, which derives its technology from
Infineon. Infineon decided to withdraw from the joint venture in
October, citing objections to Mosel's use of ProMOS's shares as
collateral for company bonds.
PFLEIDERER AG: Fitch Downgrades Senior Unsecured Rating to 'BB+'
----------------------------------------------------------------
Fitch Ratings lowered the Senior Unsecured rating of Pfleiderer
AG Group to 'BB+' from 'BBB-' and the Short-term rating to 'B'
from 'F3'.
The international rating agency downgraded the rating in
"expectation of continued high financial leverage not in line
with an investment grade credit rating while the company is going
through a prolonged process of restructuring and repositioning
operations and expanding its product range."
The ratings have been removed from Rating Watch Negative, and
placed at Outlook Negative to consider execution risks in the
company's restructuring, and maturity of the company's markets.
Fitch acknowledges the improvement in the German diversified
manufacturing group's pro-forma first half balance sheet due to
successful asset disposals. But the rating agency expects
Pfleiderer's financial profile to deteriorate again amid the need
for internal and external growth in a reduced number of core
businesses.
Fitch, though, acknowledges stable cash flows in the group's
infrastructure business, as well as its ability to approach new
markets with its existing products.
Pfleiderer, which had a net debt/adjusted EBITDA of 3.4x in the
year ended 2001, is a leading diversified international
enterprise in the European wood-based panels, doors/windows and
insulation technology markets.
Pfleiderer Finance B.V. holds about 75% of the group's debt,
while the parent holds 11%. Refinancing during the first half of
2002 has extended the debt maturity profile compared to year
ended 2001 and consisted of 24% short-term and 56% long-term
debt, with EUR300 million maturing in fiscal year 2007 or later.
=====================
N E T H E R L A N D S
=====================
IFCO SYSTEMS: Announces Terms and Conditions of Warrants
--------------------------------------------------------
1. Up to 4,393,119 warrants have been allotted by IFCO Systems
N.V., Rivierstaete, Amsteldijk 166, 1079 LH Amsterdam, The
Netherlands, to its current shareholders of record on December
13, 2002 at a ratio of one Warrant per one issued and outstanding
ordinary share of the Company held by such Current Shareholders.
No Warrants shall be issued with respect to fractions of ordinary
shares held by Current Shareholders. Subject to these terms and
conditions of the Warrants, the Warrants carry the right to
subscribe for new bearer Ordinary Shares (as defined in 9.1 of
these Terms and Conditions) in the Company. The Warrants shall
rank pari passu among themselves.
2. Warrants issued to Current Shareholders as of the Record Date
listed on the Company's New York share register shall be issued
in certificated form. Warrants allotted to Current Shareholders
that hold Ordinary Shares of the Company as of the Record Date
through the clearing system of Clearstream Banking AG, Frankfurt
am Main, shall be issued in bearer form.
Bearer Warrants shall be represented by a single definite global
bearer warrant certificate, which shall be deposited with
Clearstream.
All Warrant Shares issued upon exercise of the Warrants shall be
held through the clearing system of Clearstream and shall be
issued in bearer form. A holder of Bearer Warrants shall not be
permitted to hold his/her Warrants in certificated form or have
his/her Warrants evidenced by a warrant certificate.
3. The Global Bearer Warrant Certificate shall represent such of
the outstanding Warrants as shall be specified therein and shall
provide that it shall represent the aggregate amount of
outstanding Warrants from time to time endorsed thereon and that
the aggregate amount of outstanding Warrants represented thereby
may from time to time be increased, as appropriate, by
adjustments made on the records of Clearstream.
4. The Global Bearer Warrant Certificate shall be signed on
behalf of the Company by any two Directors of the Company as
permitted by the Company's Articles of Association.
5. The Global Bearer Warrant Certificate deposited with
Clearstream shall bear the following legend on the front thereof
(in addition to any other legends that may be required under
applicable law or that the Company shall deem appropriate to
reflect any other restrictions applicable to the Global Bearer
Warrant Certificate or the Warrants represented thereby):
"the warrants represented by this certificate have not been
registered under the u.s. securities act of 1933, as amended (the
"securities act"), or other securities laws of the united states
or any state of the united states. Neither these warrants nor any
interest or participation herein may be reoffered, sold,
assigned, transferred, hypothecated or otherwise disposed of in
the absence of such registration or unless such transaction is
exempt from, or not subject to, registration under the securities
act and all applicable securities laws of other jurisdictions of
the united states."
To see Complete Terms and Condition of the Warrants:
http://bankrupt.com/misc/Warrant.htm
KPNQWEST NV: Moody's Withdraws All Ratings Following Liquidation
----------------------------------------------------------------
Moody's has withdrawn all ratings assigned to KPNQwest in
response to the company's liquidation and break-up. The action
affected approximately U.S.$2.0 billion of debt securities.
KPNQwest filed for creditor protection in May after banks
declined to extend further credit and after its parents, KPN of
the Netherlands and U.S. operator Qwest, cut funding support, and
a consortium of lenders, which holds most of the group's assets,
refused to advance further cash.
In June, the administrators and management board of the company
were forced to request a Court in Netherlands to convert the
company's moratorium into bankruptcy. At the time of the filing,
the company's total debts amounted to EUR2 billion (US$1.8
billion). The company's assets were offered for sale shortly
after the filing.
KPNQwest is pan-European data communications and hosting company
which provide a full range of carrier and corporate networking
solutions and Internet services across 18 countries in Europe.
=====================
S W I T Z E R L A N D
=====================
ABB LTD.: Nears Deal for U.S.$1.5 BB Loan With Lender Banks
---------------------------------------------------------
Enginering services group ABB is close to obtaining a U.S.$1.5
billion (EUR1.47 billion) loan from lender banks, which could
help boost the debt-laden company's finances, says the Wall
Street Journal.
According to the report, ABB Ltd. confirmed that negotiations
with Barclays PLC, Credit Suisse Group's Credit Suisse First
Boston and Citigroup Inc.'s Citibank are in their final stages.
Wolfram Eberhardt, an ABB spokesman said, "We are confident that
we will have a deal by the end of Tuesday."
The revolving loan is understood to replace an existing U.S.$1
billion loan that expires Tuesday. It is expected to help the
company avoid a liquidity crunch during the first six months of
the year. The company will use the amount to finance daily
operations.
The group also expects to sustain operation while it divests
assets, including a building-systems unit and oil, gas and
petrochemicals division. Analysts expect the sales to fetch as
much as U.S.$2 billion.
The group has suffered under spiraling asbestos liabilities
claims, a cash crunch and plunging share price caused by a public
row with former Chief Executive Percy Barnevik.
It currently bears a debt load of U.S.$8 billion, which it plans
to reduce to less than U.S.$6.8 billion by the end of next year
with the sale of its structured finance unit to U.S.-based
General Electric for U.S.$2.3 billion. U.S.$3.7 billion of the
debt is due to be repaid or refinanced in the coming year.
CONTACT: ABB LTD.
ABB Asea Brown Boveri Ltd
Value Services
Affolternstrasse 44
P.O. Box 8131
CH-8050 Zurich
Switzerland
Phone: +41 43 317 7111
Fax: +41 1 311 98 17
Home Page: http://www.abb.com
Investor Relations Team
Wolfgang Kirchmayr
Phone: + 41 43 317 3812
E-mail: wolfgang.kirchmayr@ch.abb.com
Nicole Seiler
Phone: + 41 43 317 3824
E-mail: nicole.seiler@ch.abb.com
Sumako Taniguchi, Assistant
Petra Camen, Assistant
SWISS LIFE: Announces Appointment of New Set of Executive Board
---------------------------------------------------------------
Following the successful capital increase Swiss Life Group now
also has its new seven member Group Executive Board. Reto Himmel
(Chief Information and Technology Officer), Paul Muller (Chief
Markets Officer) and Martin Senn (Chief Investment Officer) have
been appointed by the Board of Directors as new members of the
company's operational management body. Michael Koller has also
been promoted to the position of Chief Risk Officer. Andreas
Hildenbrand will become the new Head of Group Communications.
Less than a month after assuming the position of CEO of Swiss
Life Holding, Rolf D"rig has put the new management team in
place. The new Executive Board is made up of representatives from
five functional areas of responsibility which cross national
boundaries. The postholders are as follows:
Rolf Dorig, Chief Executive Officer (CEO)
Reto Himmel, Chief Information and Technology Officer (CTO)
Michael Koller, Chief Risk Officer (CRO)
Paul Mller, Chief Markets Officer (CMO)
Bruno Pfister, Chief Finance Officer (CFO)
Martin Senn, Chief Investment Officer (CIO)
Ren, van der Smeede, International Markets
The new Head of Group Communications, Andreas Hildenbrand, will
take over the responsibilities of Marie-Therese Guggisberg, who
is leaving the company at her own request to enter retirement.
The new Group Executive Board will begin its work as of 1 January
2003 with the exception of Paul Mller and Reto Himmel who will
take up their positions as of mid-January 2003.
"We are all teamplayers"
CEO Rolf D"rig on the new team at the head of Swiss Life Holding:
"We are all teamplayers. We want to achieve something. We share a
basic understanding of what corporate management should mean and
enthusiasm for the tasks facing us. I am convinced that we will
succeed in implementing our corporate strategy, thanks to the
great wealth of professional experience gathered together in the
new Group Executive Board. As a team we are embarking on a
challenging process whose further development will involve both
the members of the Group Executive Board and all our employees.
And so we will once more become efficient and successful."
Transparent and open
Communication is a central component of the new corporate
culture. The new Group Executive Board places value on
transparency in its dealings with employees, customers,
shareholders and the general public. Establishing open
communication within the Swiss Life Group will be one of the
central tasks assigned to Andreas Hildenbrand as new Head of
Group Communications.
===========================
U N I T E D K I N G D O M
===========================
ANITE GROUP: Reports Results for Six Months Ended October
---------------------------------------------------------
Anite Group plc, the worldwide IT solutions and services company,
today announces its interim results for the six months ended 31
October 2002. The highlights are:
Highlights:
- Profit before tax* GBP8.9m (2001: GBP 14.3m), after impact of
increased R&D and restructuring costs
- Adjusted basic earnings per share* 2.1p (2001: 3.9p), in
part reflecting 14.7% increase in shares in issue
- Impairment review resulted in GBP 39.1m write off of goodwill,
leading to a net retained loss of GBP 45.3m and basic and
diluted losses per share of 14.0p
- Turnover of continuing businesses up 20% to GBP 111.5m
- Strong cash generation and interest cover of 8.9 times - the
Group is operating comfortably within its banking facilities
- Divisional performance before Group central costs
(divisional performance is now stated before central costs of
GBP1.8m) and interest (GBP 1.1m) was as follows:
Public Sector turnover GBP 36.4m, operating profits GBP
1.2m, margin 3.3%
Travel turnover GBP 16.2m, operating profits GBP
3.3m, margin 20.3%
Telecoms turnover GBP 21.3m, operating profits GBP
4.1m, margin 19.2%
Consultancy turnover GBP 37.6m, operating profits GBP
3.2m, margin 8.5%
- All acquisitions have been successfully integrated, with
only one acquisition completed in the current financial year
(CME in June); none are currently expected in second half
- 78% of earnout obligations renegotiated; negotiations are
close to completion for the balance
- Strong Group order intake of GBP 114m with Public Sector up
47%; order intake to revenue ratio of 1.2 in Public Sector,
0.8 in Travel, 0.9 in Telecoms and 1.0 in Consultancy,
respectively
-Continuing businesses before goodwill amortisation and
exceptional items, but after finance charges
Commenting on the results John Hawkins, Chief Executive, said:
'Overall, we are confident that, for the year as a whole, Anite
will perform in line with expectations, continuing to benefit
from its strong order book and its business and geographical
diversification against a background of tough trading conditions.
'Our strategy to focus on building strong market positions in our
chosen sectors means that the Group, following the actions taken
to renegotiate the earnout obligations, reduce costs and drive
synergy benefits from the integration of its recent acquisitions,
will be well placed to recover strongly in 2003/4.'
Interim results for the six months ended 31st October 2002
Chairman's Statement
Introduction
Anite is a worldwide IT solutions and services company. We focus
on providing mission critical, repeatable applications to the
public sector, travel, wireless telecoms and finance markets
worldwide. The Group employs around 2,400 staff primarily based
in the U.K., France, Germany and the Netherlands, with
representation in nine other countries around the world.
For the six months ended 31 October 2002, I am pleased to report
a solid underlying first half performance against a background of
challenging market conditions and the impact of a number of one
off issues and items during the period. The Group's focus for the
period has been on managing its assets and good housekeeping, as
evidenced by strong cash generation, driving the synergies of the
businesses, successfully renegotiating the earnouts and reducing
costs.
Our strategy to grow Anite by organic investment and acquisitions
has positioned the Group with a business mix and geographical
diversification that should help to deliver above average margins
and growth when market conditions improve whilst ensuring that it
is capable of making good underlying progress even in difficult
times. Against the background of continued weak equity markets,
particularly for technology companies, we remain committed to our
strategy, which we believe will deliver value to shareholders.
Results
Headline profits before tax on continuing businesses, before
goodwill amortisation and exceptional items but after finance
charges, held up well at GBP 8.9m (2001: GBP 14.3m). These
profits included the impact of a GBP 2m increase in first half
research and development expenditure and GBP 1.5m trading losses
at Anite Consulting Germany (formerly known as GMO - our SAP/ERP
business), as well as higher interest charges as a result of the
payment of earnouts. A reduced operating margin of 8.9% is based
on operating profits (before goodwill) of GBP 10.0m (2001: GBP
14.8m) and also reflected the impact of the one off items
referred to above.
The reported post-tax loss after amortisation and exceptional
items of GBP 45.3m (2001: GBP 1.4m loss) reflects the review of
goodwill relating to past acquisitions that was undertaken in the
first half and which has resulted in an impairment charge of GBP
39.1m being included in these results. We also incurred the
severance payment of GBP 0.75m and recruitment fees of GBP 0.15m
in respect of the finance director. Adjusted basic earnings per
share (before goodwill amortisation and exceptional items) were
2.1p (2001: 3.9p), in part reflecting an increase of 14.7% in the
number of shares in issue.
Turnover growth of 20% has been achieved in the first half,
driven by strong order intake and by contributions from
acquisitions made last year. Public Sector, Telecoms and Travel
all grew their revenues, whilst Consultancy fell slightly. The
Group's order intake totalled GBP 114m in the first half, which
should result in our projected annualised recurring revenues
increasing from 29% to 31% of total revenues, with an order
intake to revenue ratio of 1.2 in Public Sector, 0.8 in Travel,
0.9 in Telecoms and 1.0 in Consultancy, respectively. The
highlight in the first half was the recently announced o11m
State of Victoria contract won by Anite Public Sector, which
utilizes the skills of five of the Group's companies.
During the period, the Group completed just one small
acquisition, that of CME, which provides software solutions for
the police force, at a total cost including earnout of up to
o0.9m. All the acquisitions made in the last two years have been
successfully integrated, and no further acquisitions are
currently expected to be made in the second half.
The earnout obligations for Calculus, Carus, Didgicom, MSPS,
Parsec (partially), and Rox, representing 78% of the Group's
total potential earnout liabilities, have been successfully
renegotiated during the period; negotiations to crystallise the
remaining smaller earnouts are close to completion.
Strong first half cash generation has enabled the Group to keep
well within its banking facilities whilst paying out acquisition
and earnout commitments of GBP 17.5m, with half year debt
increasing from GBP 11.5m at 30 April 2002 to GBP 17.1m at the
half year, representing gearing of 14.5% (30 April 2001: 6.4%).
A similar level of net debt is anticipated at the year-end after
making further estimated earnout payments of o11m. Interest
cover was a healthy 8.9 times.
During the first half there has been a headcount reduction of 30,
principally in Anite Consulting Germany (GMO) and the Travel
division, giving annualised savings of approximately GBP 1m. In
the second half we have made a further headcount reduction of 70,
principally within Public Sector, which is expected to give
annualised savings of approximately GBP 3m at a cost of GBP 1.5m-
GBP 2.0m
The Board
The recruitment of a new finance director is progressing well
with a shortlist drawn up and interviewed and we expect to be in
a position to announce an appointment early in the New Year. In
the period under review, the finance director's role has been
ably handled by other members of our finance team, both at head
office and in the divisions. On behalf of the board, shareholders
and staff, I would like to thank Simon Hunt, who resigned in the
period under review, for his significant contribution and
dedication to the Group's transformation and success since his
appointment in 1996.
Shareholders may be aware that it is the Group's policy that one
third of the board should be re-appointed every year and in any
event each director must retire at the third AGM following their
appointment or re-appointment.
Dividend policy
The Board has consistently stated that rather than pay dividends,
its free cash flow should be reinvested in the business to
deliver the Group's core strategy, and in the short term this is
ensuring the Group is not exposed to higher gearing whilst it
makes significant earnout payments. In the longer term, and
given the likelihood of strong free cash flows in coming years,
it may be appropriate to review this policy.
Chief Executive's operating review
Strategy
Our strategic objective is to establish a worldwide IT solutions
and services group which is centred on the telecoms, finance,
public sector and travel markets and to establish global
repeatable software solutions in three of these areas: public
sector, telecoms and travel. We will achieve this by a
combination of organic investment in our people and products and
selective acquisitions of businesses that broaden our product
portfolio, client and geographical reach. The estimated
investment in our core applications amounts to between GBP150m-
GBP200m.
This strategy helps to create a balance between long-term
recurring revenues from managed services' and maintenance of
solutions' contracts and shorter-term revenues from an order book
generated by our consultancy activities. Unlike a pure
consultancy business, this strategy should enable us to increase
our revenues and profits without necessarily increasing the
number of people we engage.
Our management philosophy is to encourage strong decentralized
management that focuses on achieving enterprise value growth and
profit growth in their respective businesses whilst creating
businesses that are dedicated to their target markets.
Anite Public Sector
Anite Public Sector (APS) continued to grow strongly with revenue
up 54% at GBP 36.4m, and order intake at GBP 43.5m, up 47% on the
first half of last year. Operating profits at GBP 1.2m (2001: GBP
2.8m) were, as expected, impacted by increased spending on R&D
and pre-sales costs incurred on the State of Victoria contract.
Order intake to revenue ratio improved to 1.2 compared to 1.1
last year.
Public Sector is now our largest business, currently with around
800 staff in the U.K., built up through organic investment and
acquisition. All the acquisitions have now been integrated into
one organisational structure with three divisions focused on
local and regional government; central government; and Scotland.
The integration has given us the opportunity to remove duplicated
activities without impacting the division's capacity to exploit
growth, and we have therefore instigated a further headcount
reduction of 70 employees in the second half, equating to
approximately 9% of APS's workforce, providing annualised savings
of approximately GBP 3m.
As part of this reorganisation, we have strengthened the
division's management. John Gibson, who joined us from Bull
Information Systems Limited where he was chief executive, has
been appointed managing director of APS. Management's focus is on
driving the benefits from our recent acquisitions - and
particularly to sell more of those acquisitions' capabilities
into our existing customers - and to work with other Anite
divisions to develop new offers - notably in managed services.
In the first half APS has had many notable successes in its main
areas of operations:
Revenues and Benefits - first half contracts include Sefton
M.B.C. and West Lindsey D.C. with over 25 authorities having now
selected Pericles, which has been the main focus of much of our
recent R&D. We are well placed for several other procurements in
the second half, having already been awarded preferred supplier
status.
Social Care - our offerings continued to perform strongly, with
Tameside Borough Council, London Borough of Barking and Dagenham
and Knowsley M.B.C. amongst those committing to our SWIFT system
and services.
Document Management - at the corporate level our system is
proving an increasingly attractive proposition for public
authorities. APS with its Anite@Work product and DOCS@on-line
offer has secured contract wins including Gloucester City
Council, South Cambridgeshire and Manchester City.
Housing - the successful signing of the State of Victoria
contract concluded an encouraging half-year for APS in the
housing arena, endorsing our R&D investments in these software
products. Windsor and Maidenhead Royal Borough Council joined
our expanding list of housing system customers and we were
appointed preferred housing system supplier in a number of other
procurements during the half. An excellent order for the future
was that received from South Somerset - our first significant
Housing Association win.
Central government, police and defence - driven in many cases by
the e.government targets - these markets present good
opportunities for APS domain knowledge, products and skills. APS
secured recommendations, preferred supplier status and contracts
for a number of projects including choice-based lettings;
developing a multi-agency intranet for emergency and disaster
response; extending e.services to older people; and the
development of an extranet for a consortium of 4 London boroughs.
This latter project, which will contract shortly, represents a
GBP 2.7m 3-year contract and will produce a single point of
access for public services and community information.
Travel
Anite Travel's strategic focus is to provide managed services and
solutions to the European tour operating, ferry and cruise
marketplace. The division has continued to make good progress
following the acquisition and integration of FSS(previously a
competitor, which was acquired in December 2001), despite tough
market conditions. Half year operating profits were 50% up at
GBP 3.3m (2001: GBP 2.2m) on sales 37.3% higher at GBP 16.2m
(2001: GBP 11.8m).
In order to capitalise on Travel's strong market position and the
Group's strong Consultancy capabilities within Germany, Anite
Travel Systems Germany has been created thus directly increasing
the range and reach of the Travel division by offering its
products and services to the German tour operating market. Our
long-term managed services contract with MyTravel continues to be
implemented successfully and without interruption and the
customer in return continues to meet all its obligations to us.
The annualised value of this contract represents around 5% of the
revenues of the Travel division and the contract period is for 10
years from August 2001 with a 3 year break clause.
The high percentage of revenues derived from managed services,
applications management and support contracts provides good
forward visibility and a predictable revenue stream from Travel's
key customers. Its strong market position, and the cost savings
made in the first half, indicates that the division's prospects
remain good. However, discretionary spend from travel market
customers is proving less predictable because of the current
economic climate.
Telecoms
The Telecoms business has continued to grow its revenues in a
tough market. Sales were 18.3% up at GBP 21.3m (2001: GBP 18.0m)
with operating profits of o4.1m (2001: GBP 5.8m). Although the
core wireless testing business grew its sales and profits,
overall divisional profitability was impacted by Anite Calculus
which made no contribution during the period compared to o1.9m
(before Group central costs) in the first half last year.
The core wireless testing business, which represents
approximately 93% of the Telecoms division's turnover, continues
to perform well in a difficult market. Its revenue and profits
increased by 32% and 6%, respectively, compared to the first half
of last year, reflecting higher 3G hardware costs, competition
and the weakening of the U.S. dollar. Its order intake has
increased by 16% driven by a healthy prospect list for both
2/2.5G and 3G solutions, with a 55/45 split between the two
technologies. Performance in Europe, U.S.A, Taiwan and Korea was
strong driven by continuing demand for its 2G solutions,
particularly for the new 850Mhz and EDGE variants, although Japan
is weak.
The overall divisional outlook is reasonable with a good prospect
list and the majority of profits expected to be derived from our
strong core wireless testing business.
Consultancy
The market for consultancy services remains challenging across
Europe with an over-supply of services and shortening contract
cycles, with particular pricing pressure in markets such as the
Netherlands and Germany, and as a result, we have rationalized
our German businesses by means of the closure of offices and a
reduction in staff. The Group's consultancy activities remained
profitable but operating profits fell to GBP3.2m (2001: GBP 6.7m)
and we do not expect market conditions to change for the
remainder of this financial year. This result includes losses of
GBP 1.5m from Anite Consulting Germany (GMO), which specialises
in SAP/ERP consultancy and which is no longer a core business, as
a result of which the board is considering its options for this
activity. The core of Anite's Consultancy division in the region,
including Anite Systems, Anite Deutschland, GMO-MC and Anite
Austria, together represent some 80% of the total reported
turnover in Austria and Germany and continue to perform
satisfactorily.
Ian Tait has been appointed to the new role of head of European
and International Operations and is accelerating our plans to
focus our international consultancy based businesses in line with
our chosen business sectors, public sector, travel, telecoms and
finance, and to leverage opportunities provided by our strong
offering of applications developed by our core U.K. businesses.
The division continues to focus on utilisation levels, keeping
overheads low and diversifying the business as far as possible in
applications management and support contracts, whilst continuing
to benefit from:
- Applications and management support contracts in Germany
- An increase in public sector contracts won through the
German armed forces
- Over 100 of our consultants being linked to long-term
contracts with customers - resulting in a variable cost
structure
- Strong margins and utilisation in our French and U.K.
consultancy base.
Examples of international consultancy work in our chosen industry
sectors include, in public sector, the successful signing of the
GBP 11m State of Victoria contract, and our business with the
European Space Agency in Germany, which has performed well with
sales up 10% compared with the first half of 2001, and orders up
by 60%. Both finance and telecoms have also won new work in
Austria, whilst Parsec Systems has been particularly successful
growing its international and finance sector work.
Research and development and offshore development
Total research and development expenditure in the first half was
GBP 5m (2001: GBP 3m), largely focused on Public Sector and
Telecoms.
A similar level of R&D is expected in the second half. Dati, a
Latvian based software development group which develops software
and provides services and for which we have an option to acquire,
has as expected been used on a number of projects in Public
Sector and other divisions. The benefits of this low cost
offshore development resource are that it enables us to continue
to invest in product development at a considerable saving and to
take advantage of new business opportunities.
Outlook
The divisional outlook for the remainder of the current financial
year can be summarised as follows:
- Public Sector - the outlook is excellent with orders up 47%
in the first half, an order intake to revenue ratio of 1.2
and beneficial seasonal bias
- Telecoms - the outlook is reasonable with an order intake to
revenue ratio of 0.9, with performance expected to be driven
by its strong core wireless testing business
- Travel - the outlook is reasonable with an order intake to
revenue ratio of 0.8, continuing benefits from the FSS
acquisition, and a good proportion of managed services
- Consultancy - the outlook is uncertain with an order intake
to revenue ratio of 1.0, but following cost reductions, the
business is expected to maintain its current performance in
the absence of further market deterioration.
Overall, we are confident that, for the year as a whole, Anite
will perform in line with expectations, continuing to benefit
from its strong order book and its business and geographical
diversification against a background of tough trading conditions.
Our strategy to focus on building strong market positions in our
chosen sectors means that the Group, following the actions taken
to renegotiate the earnout obligations, reduce costs and drive
synergy benefits from the integration of its recent acquisitions,
will be well placed to recover strongly in 2003/4.
Finance Review
Cash flow and balance sheet
There has been strong cash generation and control of working
capital in the first half and the Group is operating comfortably
within its banking facilities. Net debt (including outstanding
loan notes) at the half-year end stood at GBP 17.1m (30 April
2002: GBP 11.5m), after making GBP 17.5m of acquisition and
earnout payments. A similar level of net debt is anticipated at
the year-end after paying a further estimated GBP 11m in earnout
payments. Gearing at the half year end was 14.5% (30 April 2002:
6.4%).
Net debt included net bank borrowings of GBP 2.8m, finance leases
of GBP 1.7m and loan note obligations of GBP 12.6m relating to
earnouts. During the first half, our average net borrowings were
GBP 10.4m after deducting overseas cash balances and we expect
strong second half cash generation to reduce borrowings by the
financial year-end.
Group central costs
In order to provide a better analysis of divisional performance,
we are now stating divisional operating profits before Group
central costs. These costs include head office staff costs,
directors' remuneration, professional and office costs, but
exclude costs directly attributable to operations.
Earnouts
The earnout obligations for Calculus, Carus, Didgicom, MSPS,
Parsec (partially) and Rox together representing 78% of the
Group's total potential earnout liabilities, have been
successfully renegotiated; negotiations to crystallise the
remaining smaller earnouts are close to completion and the
forecast outstanding earnouts can be seen at this URL:
http://bankrupt.com/misc/Earnouts.htm
Interest
Interest cost comprises:
GBP m 2002/3 2001/2
Net bank interest 0.8 0.2
Loan notes 0.2 -
Property interest 0.1 0.3
------------------------
1.1 0.5
------------------------
A broadly similar level of interest payable is expected in the
second half. Interest cover in the first half was 8.9 times.
Taxation
The Group tax rate in the first half was 24% (2001: 24.6%) and we
expect to be able to maintain this rate for the foreseeable
future.
Earnings per share
The number of shares in issue increased from 306,810,769 at the
year-end 30 April 2002 to 338,012,514 in this period. The
average number of shares in issue used to calculate earnings per
share was 324,569,718 (2001: 282,904,502), an increase of 14.7%.
Goodwill
Goodwill is capitalised based on the maximum potential cost of an
acquisition including earnout and is written off over a maximum
of 10 years. If earnouts below the maximum provided in the
relevant acquisition agreement are paid, the difference is
credited against goodwill.
In line with our practice of reviewing goodwill acquired with all
our past acquisitions every 6 months, we have included an
impairment charge of GBP 39.1m in these interim results,
principally in respect of Anite Calculus (100% of investment
impaired - GBP 29.6m), a supplier of billing solutions to the
telecoms' market, which we acquired in December 2000. Since
acquisition, the billing market has not performed as expected,
and we have decided, therefore, to impair the carrying value of
the goodwill acquired with this business.
As a result, the total goodwill carried on the balance sheet is
now GBP 158.0m and we expect that the annualized goodwill
amortisation going forward will be approximately GBP 21m.
Exceptional items
As previously indicated, these results include an exceptional GBP
0.75m cost relating to the departure of the outgoing finance
director together with GBP 0.15m in respect of recruitment fees
for the new finance director.
To see AniteGroup's Financial Results:
http://bankrupt.com/misc/AniteGroupPLC.htm
CONTACT: ANITE GROUP PLC
Home Page: htt://www.anite.com
John Hawkins, Chief Executive
Phone: 020 7950 2800
Neil Bass, Group Financial Controller
Phone: 0118 945 0129
Weber Shandwick Square Mile
Reg Hoare/Laurence Read
Phone: 020 7950 2800
BAE SYSTEMS: Not Bargaining Eurofighter Jet Program to Get Help
---------------------------------------------------------------
BAE Systems denies it might bargain with its Eurofighter jet
program to get government help for the cost overruns on its
weapons projects. The response came after the Financial Times
suggested the defense firm might offer to help change the
production schedule of Eurofighter Typhoon combat jets to receive
government assistance.
The report suggested that the firm might propose to include
ground attack aircraft, not just fighter planes, to MoD's
requests for the next batch of Eurofighter jets.
"BAE is in no sense trying to put pressure on the (MoD) through
any single program," a BAE spokesman said, adding that what the
company wants is only to renegotiate.
The Ministry of Defense refused to comment on the speculation.
Last week, the defense firm advised about delay and cost overruns
relating to its U.S.$7 billion Astute submarine and Nimrod
aircraft contracts. The notice prompted three international
rating agencies to lower the firm's ratings.
BAE Systems is a major global supplier of military aircraft,
defense electronics, military and commercial avionics and
aerostructures, submarines and surface combatants for the Royal
Navy, and support services and information technology.
BALTIMORE TECHNOLOGIES: Announces Result of Extraordinary Meeting
-----------------------------------------------------------------
Baltimore Technologies plc (London: BLM) announces that on
Monday's Extraordinary General Meeting in London all resolutions
were passed. The EGM sought approval for both a new 'nil cost'
employee share scheme and a 10:1 consolidation of its ordinary
shares.
The votes received in respect of the resolutions were as follows:
For Against Abstain
Resolution 1. 55,604,191 45,618,417 4,746,257
Resolution 2. 56,490,622 44,318,048 4,774,874
Resolution 3. 72,684,874 29,165,809 18,960
About Baltimore Technologies
Baltimore Technologies' products, professional services and
solutions solve the fundamental security needs of e-business.
Baltimore's e-security technology gives companies the necessary
tools to verify the identity of who they are doing business with
and securely manage which resources and information users can
access on open networks. Many of the world's leading
organisations use Baltimore's e-security technology to conduct
business more efficiently and cost effectively over the Internet
and wireless networks.
Baltimore's products and services are sold directly and through
its worldwide partner network, Baltimore TrustedWorld. Baltimore
Technologies is a public company, trading on the London Stock
Exchange (BLM). For more information on Baltimore Technologies
please visit
http://www.baltimore.com
CONTACT: Simon Enoch
Baltimore Technologies plc
Phone: +44 1442 342600
BRITISH ENERGY: Nears GBP300 MM Deal for Canadian Arm
-----------------------------------------------------
Troubled nuclear generator British Energy expects to close a deal
for the sale of its Canadian arm for more than GBP300 million
within 10 days, says the Financial Times.
The sale of its 82.5% stake in the profitable Bruce Power to a
consortium led by Cameco must be finalized by February 14 under
the terms of the planned GBP2.1 billion government bailout of the
company.
According to the report, the buy-out talks faced pressure after
the Canadian nuclear regulator demanded the resolution of Bruce's
ownership as condition for refueling one of its generators.
British Energy, which reported pre-tax loss of GBP337 million for
the six months to September, is also in early talks for the
GBP150 million sale of its AmerGen joint venture to U.S.-based
energy company, Exelon.
Following these disposals, British Energy will be a merchant
generator in the U.K. market with 9600 MW of nuclear plant and
2000MW of coal-fired plant at Eggborough. Output will continue to
be sold directly to industrial and commercial companies in the
wholesale power market or under arrangements with energy supply
companies.
CONTACT: BRITISH ENERGY PLC
3 Redwood Crescent, Peel Park
East Kilbride, Strathclyde G74 5PR, United Kingdom
Phone: +44-135-526-2000
Fax: +44-135-556-5656F
Home Page: http://www.british-energy.com
CABLE & WIRELESS: Scottish Group May Launch Bid, Reports Say
------------------------------------------------------------
Telecom group Thus is interested in launching a GBP1.5 billion
bid for British telecommunications provider Cable & Wireless,
reports say.
According to the Scotsman, it is believed that the Glasgow-based
Thus is orchestrating a bid with private equity partners to
acquire C&W's former Mercury telephone network in the U.K. It is
also thought that Thus cannot possibly offer the bid alone due to
the weakness of its share price. Thus' shares have fallen over
82% this year.
But bankers say talks between the parties are still at an early
stage, and so a formal offer for the operator has yet to be
tabled.
A spokesman for Thus refused to comment, saying the company does
not entertain market speculation.
The company is further linked in the current shake-up of Cable &
Wireless' management. Thus Chief Executive Bill Allan, a former
director at C&W, is speculated to take the top post when the
group chooses a new chairman in the coming year.
The change in management is expected in conjunction with the
ouster of the chief executive of the group's global unit, Graham
Wallace. The rumor follows the changes in the responsibilities
of Cable & Wireless Global chief executive, Don Reed.
A report source said, "There will be a management change. The new
chairman will have a free rein to look at the board and
management."
CONTACT: CABLE & WIRELESS
124 Theobalds Rd.
London WC1X 8RX, United Kingdom
Phone: +44-20-7315-4000
Fax: +44-20-7315-5000
Home Page: http://www.cwplc.com
Contacts:
David N. Prince, Executive Director Finance
COLT TELECOM: Plans to Buy Back Bonds After Settling Case
---------------------------------------------------------
Colt Telecom Group is planning to buy back GBP200 million (US$318
million) of bonds after it settles its court case preventing the
company from doing so.
The group is currently battling hedge fund Highbery Ltd.'s call
to shut down after expressing doubts that the group will be able
to repay GBP1.1 billion of bonds that mature in 2005 without
raising more funds.
Colt commenced the defense of its case to continue as a going
concern in U.K.'s High Court on December 6. While the
proceedings are carried, the company is prevented from
repurchasing bonds.
According to John Doherty, a spokesman for Colt, the group was
able to buy back bonds with a face value of about GBP330 million
for GBP170 million between August 2001 and September of this
year.
``It's our policy to opportunistically buy back bonds when we
can,'' Mr. Doherty told the Independent.
Highberry, a New York based Hedge Fund, has informed COLT that it
holds senior notes and senior convertible notes issued by COLT.
According to Reuters, analysts do not believe the petition for
administration will succeed, as the bonds in question are not due
for another three years.
IZODIA: Share Trading Suspended Over Fraud Investigation
--------------------------------------------------------
Shares of Izodia plc were suspended from trading on the London
Stock Exchange's market while the Serious Fraud office
investigates into unlawful appropriation of funds belonging to
Izodia. The shares were suspended at 44p each.
The company in a statement to the bourse confirmed that the
Serious Fraud office, in conjunction with Thames Valley Police
and with the assistance of the authorities in Jersey, is
launching the investigation. The notice added that the probe
includes possible related offenses.
The report is another blow to the shell company, which earlier
this month promised shareholder to discuss the proposal of
placing the company into voluntary liquidation, with Ernst &
Young as liquidator.
The company's largest shareholder, investment firm Orb was then
considering to make an offer if the board resolved not to
liquidate the company, says the Independent. Orb however said
the deal was not yet certain.
According to the report, Orb's offer came after a group of
shareholders disagreed on the company's plan to "reinvent" itself
by acquiring another business with the proceeds of the sale of
its software business.
The deal did not materialize but the talks paved way to the
ouster of chairman, John Pither, who was considered not
"sufficiently independent" to advise the company on any deal.
MARCONI PLC: Announces Financial Restructuring Update
-----------------------------------------------------
Marconi plc (MONI) announces that it has concluded modifications
to the non-binding indicative heads of terms for the financial
restructuring of Marconi plc and its wholly owned subsidiary
Marconi Corporation plc, and it has also agreed to amendments to
the interim security provided to the Group's Syndicate Banks and
bondholders (including the bond trustees) and certain ESOP
derivative providers.
The modifications to the Heads of Terms, set out in an addendum,
are the culmination of continued good faith negotiations, which
have been taking place during recent weeks between Marconi plc,
Marconi Corporation, the Co-ordination Committee of Syndicate
Banks and an informal ad hoc committee of bondholders.
Mike Parton, Chief Executive of Marconi plc, said, "Today's
announcement represents a significant step forward towards the
conclusion of our financial restructuring. The timetable gives us
a clear path to our emergence before the end of our financial
year. Customers, suppliers and employees can be reassured by the
progress we have made."
Key Developments Since the 29 August 2002 Announcement
Since the 29 August announcement of the Restructuring, a number
of milestones have been reached and significant progress has been
made towards a successful conclusion of the Restructuring:
- Interim Security: On 13 September 2002, interim security over
the balance of the lockbox accounts established in April 2002 was
granted in favour of the Group's Syndicate Banks, bondholders
(including the bond trustees) and certain ESOP derivative
providers;
- Payment of Interest: With the requisite approvals from each
relevant creditor group, accrued interest on all external Marconi
Corporation financial indebtedness for the period to 15 October
2002 has been paid;
- Q2 Trading: Q2 trading announcement on 22 October 2002
supplemented by today's interim results announcement has
confirmed that during a period marked by further market
deterioration, the Marconi Group has continued to trade in line
with its Sensitised Business Plan and has won major orders across
a number of product ranges;
- Further Cost Base Reductions: Given the current market
conditions, management consider it prudent to reduce the
breakeven level of sales below the annualised run-rate achieved
in the second quarter. Consequently, the Marconi Group now
expects to reduce its Core operating cost run-rate to GBP520
million per annum before the end of the current financial year,
ahead of its previously disclosed schedule. Furthermore, the
Marconi Group intends to implement further cost reduction actions
to reduce the annualised Core operating cost base to GBP450
million during the next financial year; and
- New Board Members: As announced today (see separate press
release: 'New Board Members'), John Devaney has agreed to become
non-executive Chairman and Kent Atkinson and Werner Koepf have
agreed to become non-executive directors of Marconi plc and
Marconi Corporation. It is expected that additional non-executive
appointments will be made in due course. These appointments
follow the appointment of Chris Holden as acting CFO of Marconi
plc and Marconi Corporation as announced on 14 November 2002.
Summary of Key Changes to the Indicative Heads of Terms
The terms of the Restructuring as updated today by the addendum
are in most respects, including the initial cash distribution,
the same as those of the Heads of Terms announced by Marconi plc
on 29 August 2002. The key changes made to the Heads of Terms
include:
- Effective Date: The Restructuring completion date is now
expected to be on or before 15 March 2003 (previously on or
before 31 January 2003);
- Scheme Posting Date: Scheme documentation now expected to be
posted in January 2003 (previously November 2002);
- Senior Notes: To be denominated in Euros with a possible U.S.
Dollar option within certain limitations; and a mechanism for
depositing one year's interest into a segregated account from
certain cash reserves and asset disposal proceeds during the
first two years has been removed;
- Junior Notes: To be denominated in Euros; interest rate
increased to 12 per cent pay in kind (PIK) or 10 per cent cash
(previously 10 per cent and 8 per cent respectively); and an
interest holiday of 2 years has been removed;
- Limited Recourse Notes: To be denominated in U.S. Dollars;
interest rate increased to 12 per cent PIK or 10 per cent cash
(previously 10 per cent and 8 per cent respectively); and the
interest holiday of 2 years has been reduced to 1 year;
- Early Redemption: Senior Notes, Junior Notes and Limited
Recourse Notes may be redeemed contemporaneously at any time at a
redemption price at the higher of 110 per cent of par or at par
plus a makewhole based on 50 basis points above the yield on U.S.
treasuries of similar maturity, plus, in each case, accrued
interest;
- Retained Cash on Completion: Marconi Group expects to retain
approximately GBP724 million (based on projected balances as at
28 February 2003) instead of GBP635 million, as previously
indicated (see additional detail in Annex B);
- Working Capital Arrangements: In accordance with its forecast
requirements, Marconi Corporation expects to obtain working
capital facilities of approximately U.S.D45 million
(approximately GBP30 million) in the U.S., instead of the GBP100
million of facilities assumed previously;
- Performance Bonding Facility: Marconi Corporation expects to
obtain a GBP50 million super priority performance bonding
facility; and
- Letters of current intention both to support the Restructuring
and to vote in favour of the Marconi plc and Marconi Corporation
schemes have been obtained from the Joint lead Co-ordinators of
the Syndicate Banks and the Bondholder Committee. The requirement
that the interim security over the lockbox accounts be released
unless formal undertakings to support the Restructuring are
obtained from a required percentage of the bank and bondholder
creditors has been removed.
About Marconi plc
Marconi plc is a global telecommunications equipment and
solutions company headquartered in London. The company's core
business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband access
technologies and services. The company's aim is to help fixed and
mobile telecommunications operators worldwide reduce costs and
increase revenues.
The company's customer base includes many of the world's largest
telecommunications operators. The company is listed on the London
Stock Exchange under the symbol MONI. Additional information
about Marconi can be found at www.marconi.com
CONTACT: MARCONI PLC
Heather Green, Investor Relations
Phone: +44 (0) 207 306 1735
MARCONI PLC: Announces Appointment of Devaney as New Chairman
-------------------------------------------------------------
Marconi (MONI) announces the appointment of John Devaney, most
recently chairman of Exel plc, as the new chairman of Marconi
Corporation and Marconi plc. The company also announced the
appointment of former Lloyds TSB group finance director, Kent
Atkinson, as a non-executive director of both Marconi Corporation
and Marconi plc, and chairman of the audit committee.
Werner Koepf, most recently executive chairman of Compaq Computer
in Europe, the Middle East and Africa, has been appointed as a
non-executive director of both Marconi Corporation and Marconi
plc. The appointments are effective immediately.
As previously announced, Derek Bonham, who joined the Board in
April 2001 and became interim chairman of Marconi plc in
September 2001, is to stand down from the chairman's role. Derek
will remain on the board as a non-executive director through the
completion of Marconi's financial restructuring. Allen Thomas,
who was appointed a non-executive director of Marconi in May
2002, has been appointed chairman of the remuneration committee.
Commenting on the new appointments, Derek Bonham said: 'Marconi
has attracted a number of very high calibre and exceptional
individuals with solid business track records to join and support
the Board. These appointments represent a significant further
milestone in restoring the company to health.
'John Devaney brings a wealth of management experience gained in
the international industrial sector that equips him well to
support the existing management team to deliver the company's
financial restructuring and for the years beyond. Kent Atkinson
brings a working lifetime of international business experience in
both line management and finance functions from one of the U.K.'s
leading banks. He was one of the key players in the bank's
substantial growth during the 1990s and is an experienced non-
executive and audit committee chairman. Werner Koepf brings a
broad range of experience gained with a number of the world's
technology leaders. These appointments add significant new
strength and energy to the Marconi board.
'The Board believes my remaining through to the successful
completion of the financial restructuring will provide continuity
and I am pleased to remain in the short term.'
John Devaney said: 'The actions taken by the Marconi management
team have gone a long way towards restoring the strong underlying
business which, coupled with a repaired balance sheet, will
enable the Company to weather the current difficult trading
conditions in the communications equipment market, and to prosper
long term. I am pleased to be part of a strong management team
and believe my experience and support will help the new Board to
return the business to full financial and operational health. I
welcome the opportunity to take part in the revival of a great
Company.'
Marconi is continuing its search for an additional non-executive
director to add specific knowledge of the U.S. telecommunications
and technology market to further round out the considerable
industry experience across the Board.
Sir Alan Rudge and Hon Raymond G H Seitz, both non-executive
directors of GEC plc and Marconi plc since 1997, have announced
their intentions to resign from the Board immediately to make way
for an orderly reconstruction of the Board. Sir William Castell
and Nigel J Stapleton, who joined the Board of GEC plc in 1997
and Marconi plc in 1999, did not offer themselves for re-election
to the Board at the company's annual general meeting on October
8, this year.
Derek Bonham added: 'I would like to express my gratitude to the
outgoing non-executive directors who have persevered through a
difficult period for the business, allowing us the time to secure
new board members. The newly constructed board will help the
business look to the future.'
The Marconi Board now comprises
Executive Directors: Mike Parton, Chief Executive Officer
Mike Donovan, Chief Operating Officer
Chris Holden, Chief Financial Officer
Non-Executive Directors: John Devaney, Chairman
Kent Atkinson, Chairman of Audit
Committee
Derek Bonham
Werner Koepf
Allen Thomas, Chairman of Remuneration
Committee
Biographies
John Devaney stepped down in September as Chairman of EXEL
Logistics, having overseen the successful merger of National
Freight Corporation and Ocean Group. He was previously a non-
executive director of HSBC Bank and British Steel. He was
Executive Chairman of Eastern Electricity and prior to that
Executive Chairman of Kelsey-Hayes, a Detroit manufacturer of
automotive components. Devaney was until recently Chairman of
Liberata, the outsourcing business, and is founder and Chairman
of BizzEnergy, the U.K.'s largest independent electricity
retailer. He is also a director and past chairman of EA
Technology, the electronics research and development company.
Kent Atkinson was group finance director at Lloyds TSB between
1994 and June 2002, and remains on that board as a non-executive
director. He was a key player in Lloyds' substantial growth
during the 1990s, which included the acquisitions of Cheltenham &
Gloucester, TSB and Scottish Widows. Kent spent his early career
in Latin America and the Middle East and had been in various
senior management roles internationally and in the U.K. for 24
years before becoming group finance director in 1994. Mr Atkinson
is also the senior non-executive director of Coca-Cola HBC and
chairman of its audit committee.
Derek C Bonham was appointed to the Board in April 2001, Mr
Bonham was appointed Interim Chairman of the Company in September
2001. He stood down from the chairmanship today and remains a
non-executive director. He is currently Chairman of Cadbury
Schweppes plc, Fieldens Plc and Imperial Tobacco Group plc and
was Chief Executive and Deputy Chairman of Hanson plc until 1997.
He is a past member of the Financial Accounting Standards
Advisory Council (USA) and served on the Accounting Standards
Committee (U.K.).
Werner Karl Koepf was, most recently, executive chairman of
Compaq Computer for the EMEA region and is a director of
Pixelpark CEE Holding AG as well as advisor to venture capital
company, Techno Venture Management GmbH. He has held a range of
senior management positions with some of the world's leading
technology companies, including Texas Instruments, Siemens and
European Silicon Structures. He holds a BSc in Electrical
Engineering and an MBA from the University of Munich.
Allen Thomas is a dual qualified U.S./UK lawyer who was a partner
for 20 years with Paul, Weiss, Rifkind, Wharton and Garrison, an
international law firm headquartered in New York. He was formerly
Chairman of Ockham Holdings plc, now renamed Highway Insurance
Holdings plc, and remains a non-executive director. He is also a
non-executive Director of Eidos plc and Penna Consulting plc.
Allen led the financial restructuring of Dialog Corporation plc /
Bright Station plc in 2000/01. He acted as General Counsel to the
Municipal Assistance Corporation, which was responsible for the
financial rescue of New York City after the financial crises that
it suffered in the 1970's.
Mike W J Parton, Chief Executive Officer was appointed to the
Board in January 2000. Mr Parton was appointed Chief Executive
Officer of the Company in September 2001. He has held a number of
finance appointments in ICL plc (1977 to 1980), GEC-Marconi Ltd
(1980 to 1986) and STC Telecommunications Ltd (1986 to 1991). He
joined GEC in 1991 as Finance Director of GPT and was appointed
Managing Director of GPT's Public Networks Group in 1995,
Managing Director of GEC's Industrial Group in 1997, and Chief
Executive Officer of Marconi Communications Ltd at the time of
its formation in July 1998
Mike J Donovan, Chief Operating Officer was appointed to the
Board in January 2000. Mr Donovan was Chief Executive Officer of
Marconi Systems and Marconi Capital and in September 2001 was
Appointed Chief Operating Officer of the Group. He previously
held a number of executive management positions in the Rover
Group (1976 to 1991), Vickers plc (1991 to 1994) and British
Aerospace Plc (1994 to 1998). Mr Donovan became Chief Executive
of GEC's Industrial Electronics Group in 1998 and is based in the
U.S..
Chris Holden was appointed Marconi's Interim Chief Financial
Officer on November 14, 2002. He became a partner with Arthur
Andersen's auditing practice in 1983, having joined the firm in
1971. During his period with the firm, he held a number of senior
international roles. He was appointed Marconi's Group Financial
Controller in the summer of 2002. He holds a BSc in Metallurgical
Engineering from Imperial College of Science and technology,
University of London, and is a Fellow of the Institute of
Chartered Accountants.
About Marconi plc
Marconi plc is a global telecommunications equipment and
solutions company headquartered in London. The company's core
business is the provision of innovative and reliable optical
networks, broadband routing and switching and broadband access
technologies and services. The company's customer base includes
many of the world's largest telecommunications operators. The
company is listed on the London Stock Exchange under the symbol
MONI. Additional information about Marconi can be found at
www.marconi.com.
CONTACT: MARCONI PLC
Heather Green
Investor Relations
Phone: +44 (0) 207 306 1735
MYTRAVEL GROUP: Announces Sale of Leger Holidays to Broomco
-----------------------------------------------------------
MyTravel Group plc announces that it has sold the entire share
capital of Sunway Travel (Coaching) Limited to Broomco (3019)
Limited, a company formed for the purpose of the transaction and
owned by 3i Plc and Sunway's management team.
The consideration of GBP22.2 million was satisfied in cash at
completion. The net proceeds, after the repayment of intercompany
loans, will be used to reduce MyTravel's net indebtedness by
GBP16.5 million.
Sunway is the parent company of Leger Holidays Limited, which
provides coach tours from the U.K. to mainland Europe. In the
year ended 30 September 2002, Sunway had consolidated profits
before tax of o3.96 million, including interest on cash balances.
As at 30 September 2002 Sunway had consolidated net assets of
GBP11.0 million, subsequently reduced by a dividend of GBP8.2
million, which was paid from the distributable reserves of Sunway
prior to the transaction referred to above.
The transaction enables MyTravel to realise its investment in a
non-core business at an acceptable price.
CONTACT: MYTRAVEL GROUP PLC
Parkway One, Parkway Business Centre, 300 Princess Rd.
Manchester M14 7QU, United Kingdom
Phone: +44-1-61 23-20-066
Fax: +44-1-61 23-26-524
Home Page: http://www.airtours.com
PIZZAEXPRESS: Confirms Speculation of Buyout Offers
---------------------------------------------------
Struggling restaurant chain, PizzaExpress, confirms speculations
of the City that it has received at least three buyout offers for
the company. The admission sent PizzaExpress shares' 25% up to
331p.
According to the Scotsman, a company spokeswoman said Chief
Executive David Page, who represents a group of directors at the
chain, approached the company regarding a bid, while industry
sources say a co-founder leads another approach in addition to at
least one offer from another party.
The spokeswoman revealed that Mr. Page is launching the bid in
cooperation with a European venture capital house. Johnson, on
the other hand, is believed to be teaming up with Hawkpoint
Partners.
The report says, it is not yet certain where other offers may
come from, but private equity group PPM Ventures is considered to
be a possible bidder.
The report, however, ruled out a re-launching of Hugh Osmond's
bid. Mr. Osmond, former owner of PizzaExpress who made an
indicative offer that valued the chain at about GBP250 million
(US$375 million), earlier withdrew his offer after failing to
reach agreement with the group's advisers on the terms of the
proposal.
PizzaExpres said that non-executive directors on its board have
formed a committee to consider the various approaches.
PizzaExpress, which admitted having tough trading following a
slump in tourism and downturn in the economy, posted a year of
dwindling sales and falling share value.
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S U B S C R I P T I O N I N F O R M A T I O N
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Copyright 2002. All rights reserved. ISSN 1529-2754.
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