/raid1/www/Hosts/bankrupt/TCREUR

/raid1/www/Hosts/bankrupt/TCREUR_Public/030114.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 Tuesday, January 14, 2003 Vol. 4, No. 009 Headlines * F R A N C E * FRANCE TELECOM: Plans to Issue Bonds Worth Billions This Week VIVENDI UNIVERSAL: May Face Class Action in New York Court * G E R M A N Y * DEUTSCHE TELEKOM: Moody's Downgrades Rating to Baa3 MOBILCOM AG: Achieves Important Restructuring Schedules MOBILCOM AG: Cancels Trustee Contract With Thoma - Reports * I R E L A N D * GREEN PROPERTY: S&P Withdraws Corporate and Debt Ratings * I T A L Y * FIAT SPA: Gnutti Is Interested in Reviving Struggling Unit * E T H E R L A N D S * IFCO SYSTEMS: Announces Listing of New Shares GETRONICS NV: Offers Up to 110% for Outstanding Bonds O2 NETHERLANDS: May Divest Unprofitable Arm in Netherlands *P O L A N D * BANK PRZEMYSLOWO: Announces Liquidation NETIA HOLDINGS: S&P Withdraws Rating Following Restructuring * S P A I N * AVANZIT SA: Creditor Banks Reject Alpha's Offer * S W E D E N * SONG NETWORKS: Restructuring Developing According to Plan * S W I T Z E R L A N D * BANQUE DE COMMERCE: Fitch Lowers Individual Rating to 'C/D' * U N I T E D K I N G D O M * ANITE GROUP: Announces Appointment of New Finance Director BARING EMERGING: Board Approves Compensation of Investors BIG FOOD: Issues Trading Statement for Third Quarter BIG FOOD: Moody's Downgrades Senior Implied Rating to Ba2 BRITANNIC PLC: To Set Out Circular on Share Buyback BRITISH ENERGY PLC: Company Profile CABLE & WIRELESS: Appoints Lapthorne Non-Executive Chairman CABLE & WIRELESS: Investors Wants Changes From New Chairman JPMORGAN FLEMING: Announces Result of Result of Second EGM LONDON CLUBS: Stanley Leisure Abandons Plan to Bid MYTRAVEL PLC: Grants Director Option to Purchase Share NTL INC.: Completes Restructuring, Exits Chapter 11 RMC GROUP: Announces Disposals in Netherlands and Belgium =========== F R A N C E =========== FRANCE TELECOM: Plans to Issue Bonds Worth Billions This Week ------------------------------------------------------------- France Telecom plans to issue at least EUR3 billion (US$3.2 billion) worth of bonds this week as part of a plan to restructure and save the debt-laden company from financial collapse. The facility is expected to help the company repay EUR15 billion of debt maturing this year and to sustain operations until the planned EUR15 billion capital increase in the equity markets is completed. With EUR3 billion raised in a separate bond issuance in December, and EUR6 billion of cash balance, analysts expect France Telecom to cover debt repayments for the year. The new source of fund is understood to obviate the need to tap cash from a controversial EUR9-billion government loan. But the company still needs the amount as liquidity backstop to reassure the markets and credit rating agencies about its financial flexibility, says the Financial Times. The underwriters of the new bond issue are BNP Paribas, Deutsche Bank, HSBC, Morgan Stanley and Schroder Salomon Smith Barney. The telecom company is expected to sell bonds further over the next few months to complete its debt refinancing and pre-fund for 2004, says the report. The bonds are foreseen to have five years and 10 years maturities. CONTACT: FRANCE TELECOM 6, Place d'Alleray 75505 Paris Cedex 15, France Phone: +33-1-44-44-22-22 Fax: +33-1-44-44-95-95 Homepage: http://www.francetelecom.fr Contacts: Thierry Breton, Chairman Michel Combes, Executive Committee, Finance BNP PARIBAS 16, boulevard des Italiens 75009 Paris Cedex 09, France Phone: +33-1-40-14-45-46 Fax: +33-1-40-14-69-73 Homepage: http://www.bnpparibas.com Contacts: Michel Pebereau, Chairman Baudouin Prot, Chief Operating Officer Philipe Bordenave, Finance and Control HSBC HOLDINGS PLC 10 Lower Thames St. London EC3R 6AE, United Kingdom Phone: +44-020-7260-0500 Fax: +44-020-7260-0501 Homepage: http://www.hsbc.com Contacts: Sir John R. H. Bond, Group Chairman Sir Brian Moffat, Deputy Chairman DEUTSCHE BANK AG Taunusanlage 12 60262 Frankfurt, Germany Phone: +49-69-910-00 Fax: +49-69-910-34227 Homepage: http://www.deutsche-bank.de Contact: Josef Ackermann, Chairman of Group Executive Committee, Hermann-Josef Lamberti, Chief Operations Officer VIVENDI UNIVERSAL: May Face Class Action in New York Court ---------------------------------------------------------- Vivendi Universal and ousted chairman Jean-Marie Messier may face a consolidated complaint at the Southern District Court of New York against shareholders demanding compensation for losses sustained when its shares fell to 15-year lows last July. Class action lawyers have filed a 115-page document to the court complaining that Mr. Messier misled investors by artificially reporting inflated share price through misrepresentation of the company's financial position. The filing said he overstated earnings by failing to write down impaired goodwill, improperly consolidated minority investments and incorrectly recognized revenues. It also cited a Goldman Sachs report presented to the Vivendi Universal board on June 24 that suggested the group faced a risk of bankruptcy as early as September or October 2002. According to the Financial Times, the complaint blames the liquidity crisis on Mr Messier's "undisclosed and massive stock buybacks" and "undisclosed off-balance sheet liabilities." The buybacks they said led to approximately EUR6.3 billion of spending which was undisclosed to investors. The liabilities, which include the sale of puts, had allegedly exposed the company to losses of more than EUR1.5 billion. Criminal probes in France and US, as well as inquiries of the French and US stock market regulators could affect the progress of the class action. The courts are due to decide in the coming weeks whether the formal investigations are admissible. If the class action suit is ruled admissible in court, the company's lawyers could recommend avoiding a jury trial even if the US and French regulators' probes clear the company. ============= G E R M A N Y ============= DEUTSCHE TELEKOM: Moody's Downgrades Rating to Baa3 --------------------------------------------------- Moody's Investors Service has downgraded from Baa1 to Baa3 the long-term debt ratings of Deutsche Telekom AG (DT) and its guaranteed subsidiary, Deutsche Telekom International Finance B.V. DT's short-term debt ratings were also downgraded to Prime- 3 from Prime-2 with a stable outlook. The ratings downgraded to Baa3 from Baa1 are as follows: Deutsche Telekom AG: - Issuer rating: - EUR2 billion bonds: - JPY160 billion Samurai bonds: - EUR15 billion MTN programme and drawdowns under the programme: Deutsche Telekom International Finance B.V.: - US$14.6 billion global bond. - EUR8 billion bond. - EUR 4.5 billion and US$ 0.5 billion bonds. The short-term rating is downgraded to Prime-3 from Prime-2. -The US$20 billion CP programme: Moody's also downgraded the ratings of DT's US-based wireless operator, VoiceStream Wireless Corp. The ratings downgraded to Ba3 from Baa2 are as follows: VoiceStream Wireless Corp.: - US$0.8 billion 10.375% Senior Notes due 2009: - US$285 million (face value) 11.875% Senior Discount Notes due 2009: - US$54 million 11.5% Senior Notes due 2009: Omnipoint Corporation: - US$37 million Senior Notes due 2009: The action concludes the rating review process initiated on November 18, 2002. Moody's believes that the financial risk for DT will remain high because of uncertainties surrounding their plans to reduce debt and because of the ongoing cash funding requirements of its 100%- owned subsidiary, VoiceStream. It is the rating agency's belief that DT will not be able to reduce its target debt reduction to around EUR50 billion by the end of 2003. Though its asset sales would raise some amount, Moody's expects that two thirds of the proceeds from total property sales would still add back to Moody's debt. This is because the company will still use these assets through sale and leasebacks of between EUR1.3 billion to EUR2.6 billion. Moody's expects the company's debt reduction program to trim borrowings for 2002 only at the EUR66 billion level with effective leverage being significantly higher than expected 12 months ago. Adjusted net debt is expected to fall below EUR56 billion during 2003. Persistent bad market condition is expected to bring the program execution risks. The rating agency, though, considered the telecom operators forecast of EUR5 billion to EUR6 billion worth of free cash flow for 4Q 2002 through 2003 in its Baa3 rating. It also recognized the management's ability to execute its business strategy as well as DT sufficient liquidity to cover its debt maturities, and other expected cash demands until 3Q 2004 Moody's also considered the management's effort to free cash flow through planned reduction in capex and the suspension of the dividend. Yet it warned of continued uncertainty surrounding the longer-term impact of lower capex. It further warns of regulatory challenges, particularly with respect to its local fixed voice traffic in which pre-selection is expected to be introduced in February 2003. VoiceStream's continued negative impact on DTs free cash flow, also worries Moody's. This means capex requirements of over EUR2 billion per annum over the next three years. The subsidiary posts strong growth in subscribers, but it also has US$9 billion of debt. Moody's therefore warns that DTs commitment to VoiceStream could weaken in the future if VoiceStream does not become free-cash- flow-positive by 2005. The stable outlook for DTs new rating level incorporates the uncertainties surrounding DTs future debt and cash flow levels over the next several years. MOBILCOM AG: Achieves Important Restructuring Schedules ------------------------------------------------------- At year-end, MobilCom AG is on schedule with important milestones in the restructuring of its service provider operations: On December 31st 2002, the company closed its Karlstein site and terminated activities in Kiel. All operative units and the corresponding IT were relocated to B‥elsdorf and Erfurt. "This bundling of our customer service operations means considerably lower costs," says Dr. Thorsten Grenz, CEO of MobilCom AG: "We are already spending a two-digit million Euro amount less on staff, IT and current operating costs." At the Hallbergmoos site near Munich, restructuring is also going ahead according to plan: Relocation of retail sales to B‥elsdorf is progressing swiftly - without hampering business operations. The workforce has already been reduced by around one third. MobilCom assumes that it will be possible to close the Hallbergmoos site, as announced in September, in the first half year of 2003. MOBILCOM AG: Cancels Trustee Contract With Thoma - Reports ---------------------------------------------------------- The founder and former chairman of MobilCom, Gerhard Schmid, has reportedly dumped Helmut Thoma as trustee for the 42% stake he and his wife hold in the company. According to Die Welt, Mr. Schmid had replaced Thoma with Otto Gellert, the Hamburg-based auditor, as Thoma was not meeting the terms of his contract. Thoma was appointed trustee for Mr.Schmid's shares as part of an agreement for the restructuring of the ailing German mobile telecommunications group. Mr. Schmid reasoned that replacement does not mean any alteration in the terms of his trustee agreement. Deutsche Bank and Merrill Lynch are joint financial advisors to MobilCom AG in relation to the restructuring of the company. Meanwhile, Mr. Schmid and his wife is said to be in danger of losing some of their stake in the company if they do not pay money they owe the group. As a stipulation of the EUR7.6 billion bailout of MobilCom last year, the trustee overseeing a 50% stake for the couple could sell an 8% stake held by Millenium GmbH, if they do not repay EUR71 million (US$74 million) of borrowings by March 31. CONTACT: MOBILCOM AG HollerstarBe 126 P.O. Box 520 24753 Rendsburg-Buedelsdorf Fax: +49-43-31-69-28-26 Phone: +49-43-31-69-11-73 Contact: Dr. Thorsten Grenz, Chairman of the Board ============= I R E L A N D ============= GREEN PROPERTY: S&P Withdraws Corporate and Debt Ratings -------------------------------------------------------- Standard & Poor's Rating Serviced withdrew its 'BB' long-term corporate credit and 'B+' senior unsecured debt ratings on Green Property Ltd. Following a highly leveraged buyout by Rodinheights Ltd, the Ireland-based company's rating was placed on CreditWatch with negative implications in July. The rating agency says insufficient information has been forthcoming on the acquisition funding, and the structure and strategy of the company going forward since the transaction. Tommy Trask, credit analyst at S&P's Corporate Ratings Europe said, "...it is likely that the company would currently be rated in the 'B' or, at best, in the low 'BB' rating categories." His statement assumed that the new owners of Green Property will seek to reimburse the acquisition funding by way of dividends and inter-company loans as soon as possible. It is also made on the belief that there will be no significant changes to the operating strategy. The loans is understood to be secured on assets of Green Property and its subsidiaries, and has a senior claim on the company's assets over any remaining rated unsecured bonds in the event of insolvency. ========= I T A L Y ========= FIAT SPA: Gnutti Is Interested in Reviving Struggling Unit ---------------------------------------------------------- Italian financier Emilio Gnutti had held talks with Fiat's creditor banks and Italian Prime Minister Silvio Berlusconi regarding a possible recapitalization of Fiat SpA's troubled unit, say people familiar with the matter. Mr. Gnutti's offer to take part in Fiat Auto's recapitalization is thought more likely to be accepted than that of Italian entrepreneur Roberto Colaninno, says the Wall Street Journal. One of the reason for the preference is his link to the center- right government, says the report. Another is his limited interest in managing Fiat, according to a person familiar with the matter. Mr. Colaninno's offer hinges on his taking a large stake in Fiat, or his appointment as chief executive of the industrial group. But it is still uncertain whether the controlling Agnelli family gave its support to either plan. Executives at Fiat's largest creditor banks said they are willing to consider any plan to revive Fiat. Fiat SpA is currently struggling under a EUR33-billion debt load. Its unit Fiat Auto, from which it takes nearly half of its overall revenue, recorded losses of EUR1.3 billion in the first nine months of last year. Fiat's management is considering selling the unit, and listing it on a stock market to raise cash for its revival. ===================== N E T H E R L A N D S ===================== IFCO SYSTEMS: Announces Listing of New Shares --------------------------------------------- IFCO Systems N.V. on Friday announced that the restructuring of its EUR 200 million 10.625% Senior Subordinated Notes due 2010 became effective on December 31, 2002. On December 31, 2002, the company issued an aggregate of 39,090,599 new ordinary shares, each ordinary share having a nominal value of EUR 0.10, to holders of approximately 97.85% of the company's Notes by means of a private subscription for new equity. As previously announced, the company signed a restructuring agreement on 18 September 2002 with holders of over 97% of the aggregate principal amount of the Notes. The ordinary shares issued to the participating Noteholders on December 31, 2002 were admitted to the Official List of the Frankfurt Stock Exchange effective as of January 10, 2003, increasing the total number of ordinary shares of the company listed on the Frankfurt Stock Exchange to 43,483,718 ordinary shares. Pursuant to the terms of the Restructuring Agreement, the Noteholders participating in the private subscription surrendered their Notes to the company in exchange for the newly issued ordinary shares, and the surrendered Notes were cancelled effective December 31, 2002. The exchange of approximately 97.85% of the company's Notes on December 31, 2002 for ordinary shares in the private subscription results in a reduction of the company's total debt, including accrued interest, by US$ 219.1 million (from US$ 341.7 million to US$ 122.6 million, as of September 30, 2002) and a reduction of the company's interest expenses by approximately EUR 20.8 million per year. This also results in an increase of the company's equity as of September 30, 2002 by US$ 219.1 million (from US$ (26.2) million to US$ 192.9 million). Additionally, effective as of December 31, 2002, the company entered into the Third Amended and Restated Credit Agreement with its senior lenders. The company has various post-closing obligations regarding collateral and other ancillary matters in connection with the Restructured Senior Credit Facility which it must complete by February 15, 2003. CONTACT: IFCO SYSTEMS N.V. Karl Pohler, Chief Executive Officer Phone: +49 89 7449 1112 Michael Nimtsch, Chief Financial Officer Phone: +49 89 7449 1121 Gabriela Sexton, Investor Relations Phone: +49 89 7449 1223 Financial Advisors to the Company: GLEACHER & COMPANY Robert A. Engel, Managing Director Phone: +44 (0) 207 484 1121 Kenneth Ryan, Director Phone: +44 (0) 207 484 1133 Financial Advisors to the Ad Hoc Committee of Noteholders: CLOSE BROTHERS CORPORATE FINANCE LIMITED Peter Marshall Phone: +44 (0) 207 655 3100 Jason Clarke Phone: +44 (0) 207 655 3177 HOULIHAN LOKEY HOWARD & ZUKIN CAPITAL Joseph Swanson, Senior Vice President Phone: +44 (0) 207 839 3355 Milos Brajovic Phone: +44 (0) 207 747 2722 GETRONICS NV: Offers Up to 110% for Outstanding Bonds ----------------------------------------------------- Final phase of the company's financial restructuring program Getronics invites convertible bond holders to tender their subordinated convertible bonds due 2004 and 2005 in exchange for consideration with a value of up to 110% (2004 bonds) and 109.1% (2005 bonds) giving a premium of 83.4% (2004 bonds) and 102% (2005 bonds) compared to their closing prices of 9 January 2003. The convertible bonds will be exchanged for new ordinary shares and additionally, above a 57.5% acceptance level, for a combination of new ordinary shares, cash and new subordinated convertible bonds. The invitation will only proceed if a minimum of 57.5% of the combined accrued value of the two convertible bonds is tendered and accepted for exchange. The maximum number of new ordinary shares to be issued as a result of the invitation to tender is approximately 546 million, leading to a potential 133% increase in ordinary shares outstanding. Holders of 11% of the total outstanding convertible bonds have already committed to tender. Approximately 19.4% of the voting rights at the Extraordinary General Meeting have committed to vote in favour of the invitation to tender. The successful conclusion of this invitation to tender will remove market uncertainties and allow the company to benefit from any upturn in the market. Getronics' Chairman and CEO Peter van Voorst: "The successful conclusion of this invitation to tender will remove market uncertainties, and take away any doubt that may exist about the financial solidity of the company. It will give clients and prospects full confidence when they renew or award us long-term contracts. It will also allow us to focus on further developing our activities and improving our operating results." Invitation to exchange convertible bonds Getronics announces an invitation to tender to holders of its two outstanding subordinated convertible bonds due April 2004 and March 2005 (together, the 'Existing Bonds'). The company intends to exchange the Existing Bonds for consideration with a value of up to the Accrued Value of the Existing Bonds on the settlement date (their nominal amount plus the accrued value of the unpaid annual coupon and the accrued value of the redemption premium). This means that the 2004 convertible bond will be exchanged for a consideration with a value of up to 110% of its nominal amount, and the 2005 convertible bond will be exchanged for consideration with a value of up to 109.1% of its nominal amount. If all of the Existing Bonds are tendered and accepted, the aggregate consideration to be provided by the company has a value of up to EUR 569 million. The Existing Bonds will be exchanged for new ordinary shares and, above a 57.5% acceptance level, for a combination of new ordinary shares, cash and new subordinated convertible bonds (the 'New Bonds'). If 100% of the Existing Bonds are tendered and accepted for exchange, the composition of the consideration will be approximately 57.5% in new ordinary shares, 24.9% in cash and 17.6% in New Bonds. The actual value of the consideration will depend on the Getronics' share price at the close of the invitation to tender. Getronics' CFO Jan Docter: "We believe that the invitation to tender considers the interests of all stakeholders in the company in a balanced way. We are pleased that we have already secured the commitment to tender of 11% of the bondholders, as well as support for the invitation from 19.4% of the voting rights. The invitation to tender is the final phase in the improvement of our financial position. We will then have re-established a financial platform for the further development of our business that we expect to benefit from when there is an upturn in the market." Tender procedure The acceptance period for the invitation to tender starts on 13 January 2003, at 9:00 am (CET) and is expected to close on Wednesday 29 January 2003 at 3:00 pm (CET). The Trustee has agreed to convene a meeting with the holders of the Existing Bonds on Monday 27 January 2003, at 9:00 am (CET) at De Meervaart Amsterdam, Meer en Vaart 3000, Amsterdam at which amongst other things the company will present details of the invitation to tender. An Extraordinary General Meeting ("EGM") of shareholders will be held on Monday 27 January, at 04:00 pm (CET), at De Meervaart Amsterdam, Meer en Vaart 300, Amsterdam. The invitation to tender is conditional on 57.5% of the Accrued Value of the Existing Bonds having been tendered and accepted and the adoption of certain resolutions at the EGM. Further details about these meetings will be communicated through advertisements in daily newspapers. Further details about the invitation to tender are set out in a preliminary Prospectus dated 10 January 2003. ABN AMRO Rothschild and ING Investment Banking will act as Joint Global Coordinators for the invitation to tender. ABN AMRO Bank N.V. s financial adviser to Getronics and will act as Exchange Agent, Listing Agent and Paying Agent for the new ordinary shares and any New Bonds to be issued. Consolidation of ordinary shares ("Reverse stock split") and reiteration of expected EBITA for 2002 Getronics will propose to the EGM to adopt a resolution to consolidate 25 ordinary shares with a nominal value of EUR 0.04 into one ordinary share with a nominal value of EUR 1.00. If adopted, this consolidation is expected to be effective from 6 February 2003. Getronics reiterates its expected EBITA for 2002. In current market conditions, management estimates that the previously announced further impairment of goodwill will be in the region of EUR 275 million to EUR 400 million in 2002. O2 NETHERLANDS: May Divest Unprofitable Arm in Netherlands ---------------------------------------------------------- Mobile-phone company MM02 Plc, which was spun off in November from what is now known as British Telecom Group Plc, indicated it is still undecided about whether to sell its loss-making unit O2 Netherlands. An unnamed spokesman of the U.K. company said: "We have made clear on a number of occasions that we're keeping our options open for our Dutch business." Adding that the management is currently examining these options and a timetable as to when a decision would be made has not been set. Reports that Vodafone Group and Deutsche Telekom AG are to make an offer for the unit were described as "speculation", although sources have been named by FEMDeDag who can attest that the pair is currently conducting an audit of O2 Netherlands' books. Estimated to be worth EUR100-200m, O2 Netherlands BV reported an EBITDA loss of GBP9m in the half year to September 2002. It also posted a loss of GBP51m in the full year to March 2002. =========== P O L A N D =========== BANK PRZEMYSLOWO: Announces Liquidation --------------------------------------- Handlowy PBK SA informs that the extraordinary General Assembly of BPH PBK Doradztwo Finansowe Sp. z o.o., an indirect subsidiary of BPH PBK, on the 19th of December 2002 adopted the resolution on liquidation of the company. Mr Marcin Zareba was appointed as a liquidator. The proper liquidation motion has been delivered to the District Court of the Capital City of Warsaw, XIX Division of National Court Register on the 10th of January of 2003. NETIA HOLDINGS: S&P Withdraws Rating Following Restructuring ------------------------------------------------------------ Standard & Poor's withdrew the 'D' long-term corporate rating assigned to Netia Holdings following the company's failure in December to pay the interest on 13.125% senior dollar notes due 2009 and on its 13.5% senior euro notes due 2009. The rating agency, at the same time, withdrew its 'D' senior unsecured debt ratings on Netia's guaranteed subsidiaries. The action follows the telecommunications operator's financial restructuring, which included the cancellation of its outstanding bonds and the issue of shares to the company's bondholders. Considered in the rating action is the notes issuance of Netia Holdings B.Vl, Netia's Dutch subsidiary, of EUR49.5 million (US$52.0 million) of its 10% senior secured notes due 2008 in exchange for the existing notes of Netia Holdings B.V. and Netia Holdings II B.V. ========= S P A I N ========= AVANZIT SA: Creditor Banks Reject Alpha's Offer ----------------------------------------------- Creditor banks of troubled telecom company Avanzit SA have rejected the deeply discounted offer of New York-based capital group Alpha Private Equity. Reports say the proposed scheme would have involved Alpha taking control of Avanzit by buying its bank debt for EUR22 million ($23.1 million), an 85% discount to the EUR150 million it owes 43 banks, on condition of it being guaranteed the acquisition of Avanzit's media arm Avanzit Media. Alpha almost clinched the deal as 70% of Avanzit's investors had already approved of the scheme, needing only the confirmation of 30% from the banks. The rejection of Alpha's offer has put a damper on the plan. Sources close to the operation, however, said Alpha intends to improve the conditions of its offer for Avanzit rather than withdraw it. Avanzit has been in receivership since June after a failed attempt to transform itself into a telecommunications, media and technology company. It has total a total debt of EUR235 million as a result of the venture. The Madrid-based company has been laying off workers and closing divisions to survive. The deal with Alpha is expected to save the firm from being liquidated. The company's largest creditors are Santander Central Hispano SA, Caja San Fernando and Caja Castilla La Mancha. =========== S W E D E N =========== SONG NETWORKS: Restructuring Developing According to Plan -------------------------------------------------------- Song Networks Holding AB announces that the ongoing process of converting its bonds to new shares is developing according to plan. During the first conversion period bondholders representing 84 percent of the total outstanding bonds, issued by the wholly owned subsidiary Song Networks N.V, have turned in their bonds for exchange for new shares in Song Networks Holding AB. The converted loans are equivalent to a total debt of approximately SEK 3.6 billion. Through the restructuring Song Networks will be virtually free of debt. The remaining bonds can be converted during one of the conversion periods open until May 2, 2003. Bonds that have not been converted by this date will become void without any right to be exchanged for shares. As previously announced Song Networks Holding AB today acquired all shares in Arrowhead AB from Vattenfall AB for SEK 100 million. At the same time Vattenfall AB made a subscription of new shares in Song Networks Holding AB for SEK 100 million. About Song Networks, Formerly Tele1 Europe, Song Networks is a data and telecommunications operator with activities in Sweden, Finland, Norway and Denmark. The company's business concept is to offer the best broadband solution for data communication, Internet and voice to businesses in the Nordic region. The company has built local access networks in the largest cities in the Nordic region. The company was founded in 1995 in Sweden and have approximately 975 employees per September 30. The head office is located in Stockholm and there are an additional 34 offices located in the Nordic region. CONTACT: SONG NETWORKS HOLDING AB Home Page: http://www.songnetworks.net Tomas Franzen, Chief Executive Officer Phone: +46 8 5631 0111 Mobile: +46 701 810 111 E-mail: tomas.franzen@songnetworks.net ===================== S W I T Z E R L A N D ===================== BANQUE DE COMMERCE: Fitch Lowers Individual Rating to 'C/D' ----------------------------------------------------------- Fitch Ratings has lowered the Individual rating of Banque de Commerce et de Placements (BCP) to 'C/D' from 'C' and changed its Support rating to '5' from '4'. According to Fitch, the action reflects concerns over the more difficult global operating environment of BCP. It also shows worries on BCP's low earnings, which registered 3.6% ROE at the end of June 2002. It further reflects high levels of problem loans, particularly the ones recognized in 2001 and 2002. But the rating agency assured that loan losses are ultimately not significant, and that credit and country risk faced by the bank is just taken cared of by tangible security. The Geneva-based bank's Support rating was changed to reflect the unreliability of possible support to the bank in case it is required. The uncertainty reflects specifically to the bank's ultimate shareholder, the Cukorova group, which faces problems in respect of its Turskish subsidiary, Pamukbank. Fitch, though, recognizes the bank's resilience against the background of the global economic slowdown. BCP focuses on commercial banking with particular emphasis on trade finance and maintains lines with around 1,400 correspondent banks worldwide. Swiss investment company and Yapi ve Kredi Bankasi, the fourth largest Turkish private sector bank owns BCP since 1996. =========================== U N I T E D K I N G D O M =========================== ANITE GROUP: Announces Appointment of New Finance Director ---------------------------------------------------------- Anite Group plc, the worldwide IT solutions and services company, is pleased to announce that it has appointed Christopher Humphrey (45) as its new Group Finance Director, with effect from 3rd February 2003. Mr Humphrey has held senior positions in finance, at Cadbury Schweppes, Conoco and Eurotherm International plc. Most recently, Christopher Humphrey was Group Finance Director of Critchley Group plc between 1987 - 2000. He joined Critchley shortly after its MBO and took it through to flotation in 1992. Following the IPO he had responsibility for two further fund raisings, as well as the completion and integration of a number of acquisitions both in the UK and overseas, together with the development of start-up operations worldwide. Critchley was successfully sold to Tyco in 2000, since when Mr Humphrey has acted as interim finance director of Aspen Group Limited (a marketing services group), during the sale of its main subsidiary to a US venture capitalist. He is currently a non-executive director of Crescent Productions Limited and Oval (1786) Limited. In connection with the appointment, the company also announces that: 1. save as disclosed above, Mr Humphrey holds no directorships in any other publicly quoted companies and has not done so in the last 5 years; and 2. there are no details to be disclosed under paragraph 6.F.2(b) to (g) of the UKLA Listing Rules. John Hawkins, Chief Executive of Anite Group plc, commenting on the appointment, stated: "We are delighted that Christopher Humphrey is joining us as Finance Director. He is highly regarded and has a strong PLC track record. His experience of operating in a Group business structure similar to Anite's means that he is well qualified to lead our finance function and to continue our focus on managing our assets and good housekeeping." Vivienne Hemming will continue as company Secretary to the Group. CONTACT: ANITE GROUP Home Page: http://www.anite.com Phone: 0118 945 0129 Contact: John Hawkins, Chief Executive BARING EMERGING: Board Approves Compensation of Investors --------------------------------------------------------- Pursuant to the Scheme of Reconstruction of The Baring Emerging Europe Trust PLC, the Board of Baring Emerging Europe PLC allotted 47,879,271 ordinary shares of 10p each. These shares were admitted to the Official List by the UK Listing Authority and to trading on the main market of the London Stock Exchange. The opening net asset value per ordinary share was 193.9p. The Board has been informed by the company's registrars, Capita IRG Plc, that 3,004,367 ordinary shares in the company were incorrectly allotted to three institutional investors who were entitled to cash under the Scheme. This number of shares was repurchased by the company on 9 January 2003 at a price of 177p per share and will be cancelled. The price represents a discount of approximately 8.5% to the estimated net asset value of the shares at the close of business on 8 January 2003, Following this repurchase the total number of ordinary shares in issue is 44,874,904. The company has agreed to compensate the three investors in respect of any shortfall between the proceeds of the repurchase and the amount which they would have received in the liquidation of BEET under the Scheme had the error not been made. This shortfall will not be known until the completion of the liquidation, but at current market values is estimated at approximately $420,000. Discussions with Capita IRG Plc are continuing regarding payment of any losses arising as a result of the error. CONTACT: BARING EMERGIN Iain Saunders, Chairman Phone: 020 7762 8405 ERNST & YOUNG LLP Howard Myles Phone: 020 7951 2000 BIG FOOD: Issues Trading Statement for Third Quarter --------------------------------------------------- The company announces its third quarter trading statement of the 2002/03 reporting year in respect of the thirteen weeks to 27 December 2002 and for the important 5 week Christmas trading period to 3 January 2003. Overall, the Board is encouraged by the progress being made despite the more challenging trading environment. In particular, trading at Iceland is on an improving trend, the Iceland re- furbished stores continue to achieve good sales uplifts and gross margins have increased year on year across all Divisions. Sales Like for like sales for the thirteen-week period to 27 December 2002 and 5 weeks to 3 January 2003 were as follows: Thirteen Five Weeks weeks Group -2.9 -2.8 Booker -2.8 -3.5 -tobacco -6.1 -7.7 -non tobacco -0.4 -0.6 Woodward +10.3 +11.6 Iceland Foods -3.6 -2.1 At Iceland, the progressive development of our promotional strategy has, since early November, been supported by better- focused advertising and marketing activity. As a result, like for like sales for the quarter have shown an improved trend from the -7.7% for the 13 weeks to 27 September reported on 9 October to - 3.6% over the 3rd quarter and -2.1% over the important Christmas trading period. Volumes of products sold were higher in the Christmas period than in the same period last year. Gross margins have continued to be robust, as the improved sales trend has gathered momentum. The Iceland store re-fit programme continues with the completion of 16 more re-fits and the opening of 4 new concept stores. This brings to 30 the number of stores trading in the new formats. Like for like sales at the original four new format stores have achieved uplifts averaging 11.9%. The average uplift for all 24 new format re-fits is 12.6%. Excluding the freezer centre format, which requires a different approach, these figures are 17.6% and 15.9% respectively which will give the company its planned return on investment. This substantial uplift in sales provides confidence in the customer appeal of the new formats and the company intends to carry out its roll-out programme from 2003/04 onwards. Initially, this will cover around 100 stores per annum. At Booker non-tobacco sales generally held up well against better prior year comparatives with gross margins making good progress in most product categories. Sales however were weaker in December. Low margin tobacco sales to CTNs and forecourts have declined with evidence of increased consumption of non-UK duty paid tobacco following the change in import controls. Woodward Foodservice continued its strong like for like sales performance. Net Debt Average net debt for the period 18 June to 27 December was o270 million. As expected, the increase over the quarter reflects the step up in capital investment activity. Commenting on this statement, Chief Executive Bill Grimsey said: "This quarter has seen a significant change in Iceland sales performance and good progress with the new format store programme. We are pleased with the margins being achieved and the momentum across the business as profitability continues to improve." CONTACT: THE BIG FOOD GROUP Bill Grimsey, Chief Executive Phone: 020 7796 4133 Phone: 01933 371 148 Bill Hoskins, Finance Director David Sawday - Public Relations Hudson Sandler Andrew Hayes Phone: 020 7796 4133 Noemie de Andia BIG FOOD: Moody's Downgrades Senior Implied Rating to Ba2 --------------------------------------------------------- Moody's Investors Service downgraded the senior implied rating of The Big Food Group Plc to Ba2 from Ba1, and the senior unsecured issuer rating of the group to B1 from Ba3. It also downgraded from Ba3 to B1, the bond rating on the group's GBP150 million senior notes due 2012. The rating agency believes that despite counter measures, the business's medium-term prospects still give rise to some concerns. Moody's reviewed the group's operations in October due to the ongoing decline in like-for-like sales at the group's Iceland food retail network during the second quarter of its 2002/2003 financial year. It expresses concern that stabilizing the Iceland business will represent an ongoing challenge for the group amidst strong competition in the convenience and high street sector. Moody's expects the potential for top-line growth to be very modest. While recognizing the certainty that Big Food will meet its forecasts for FYE March 2003, it expresses concern on the lack of sign that the group will improve its financial profile as assumed by the previous rating level. Moody's noted that the impact of sales increase through the new- format Iceland stores to Big Group's operating performance has been very modest. It noted that aside from speedy store updating and formatting, capital expenditures associated with the program is also a significant factor in the potential stabilisation and subsequent recovery of Iceland. It also said that the ultimate success of the program is wholly reliant on the capacity of the existing business to generate predictable operating cash-flows. Headquartered in Deeside, U.K., The Big Food Group Plc is an integrated food provider offering access to UK consumers through retail, wholesale and food distribution channels. It had revenues in 2001 of GBP5.278 billion. The outlook on all ratings is negative to reflect the view that the management is faced with a challenge in stabilizing the Iceland business. CONTACT: THE BIG FOOD GROUP Bill Grimsey, Chief Executive Phone: 020 7796 4133 Phone: 01933 371 148 Bill Hoskins, Finance Director David Sawday - Public Relations Hudson Sandler Andrew Hayes Phone: 020 7796 4133 Noemie de Andia BRITANNIC PLC: To Send Out Circular on Share Buyback ----------------------------------------------------- The Board announces that it intends to dispatch a circular and notice of EGM and separate class meetings to all Shareholders shortly. The proposals set out in the circular will include: - the introduction of a share buyback program for Zero Dividend Preference Shares ('ZDP Shares') in the company's subsidiary, Britannic UK Income Securities plc ('BUKIS'); - the cancellation of share premium accounts of both the company and BUKIS; and - the circumstances under which Britannic Investment Managers Limited ('BIM') may reallocate a proportion of any hedge proceeds to the company on or around 10 August 2006. The purpose of cancelling the company's share premium account is to reclassify this undistributable reserve as a distributable special reserve to satisfy one of the tests on payment of dividends under the Companies Act 1985. The purpose of cancelling the Share Premium account of BUKIS is to create a distributable reserve from which BUKIS can fund ZDP Share buybacks. Authority for any such ZDP Share buybacks and cancellation of share premium accounts will be subject to approval of the shareholders of both the company and BUKIS. The company's lenders The Royal Bank of Scotland plc and the Bank of Scotland ('company's Lenders') have indicated that they will consent to a redemption of ZDP shares provided that at the time the redemption takes place the ratio of Adjusted Gross Assets to Consolidated Total Borrowings is not less than 2.2 to 1, that the aggregate amount of the redemption of the ZDP Shares does not exceed 14.99 per cent of the total value of the ZDP Shares, and that the value of any redemption does not exceed o1,000,000. As at 8 January 2003, the ratio of Adjusted Gross Assets to Consolidated Total Borrowings stood at 2.05 to 1. It is also proposed that BIM undertakes to reallocate a proportion of any hedge proceeds to the company on or around 10 August 2006. This undertaking is contingent upon the following conditions being satisfied:- - the share premium account of the company is cancelled by 31 July 2003 (by being reclassified as mentioned above) and there being no outstanding challenge or objection to the share premium reduction; - the said share premium reduction of the company not being successfully challenged or set aside and the special reserve created continuing to be a distributable special reserve; - there having been no change in the Memorandum and Articles of Association of either the company or its subsidiary unless the prior consent of BIM has been obtained; - there having been no change to the Loan Note granted by the company to BUKIS (or the underlying loan) unless the prior consent of BIM has been obtained; - BIM continuing to act as investment manager to the company up to 10 August 2006. - the company continuing in existence and not being in liquidation, receivership or administration Any sum contributed by BIM will be for the benefit of the ZDP Shareholders and the intention is that the sum received by the company will be used to assist in the repayment of the Loan Note granted by the company to BUKIS. Amendments will be proposed to the Articles of Association of the company to seek to ring fence the capital contribution for the purpose of repaying the BUKIS loan note. The company's Lenders have agreed to this arrangement. The amendments to the company's Articles will be subject to approval by the shareholders of the company. Any reallocation of hedge proceeds made by BIM will comprise half of the following amount: the proceeds, (if any), which BIM receives from the derivative it purchased on 3 September 2001 to hedge certain of its liabilities under the terms of the Guarantee which it granted to the Guaranteed Income Shareholders (GIS) less (a) the amount paid by BIM in respect of the guarantee payments to the GIS, (b) the amount by which the aggregate investment management fees paid to BIM falls short of the cost of the derivative and (c) any tax liability that BIM would face as a result of making the capital contribution to the company. Under the rules of the UK Listing Authority the reduction of the share premium account of the company to enable the company to pay dividends when it would otherwise not be able to do so and thereby releasing BIM from its obligation to pay under the guarantee on the Guaranteed Income Shares will be treated as a related party transaction. As such, BIM will abstain, and will take all reasonable steps to ensure that its associates will abstain from voting on the resolution pertaining to this matter at the class meetings and EGM convened to pass the proposals as a whole. In formulating the above proposals the Board has consulted widely with its professional advisers, its Manager and the company's Lenders and has had regard to the interests of all classes of shareholders. The Board believes that the successful implementation of the proposals will help to safeguard the future of the Trust. Following further falls in the value of its assets the company is prevented by section 265 of the Companies Act 1985 from paying the dividend due to the guaranteed income shareholders on 10 January 2003. Accordingly, under the terms of the Guarantee provided by Britannic Investment Managers Limited they have made the payment to guaranteed income shareholders. CONTACT: BRITANNIC ASSET MANAGEMENT PRESS OFFICE Phone: 0141 222 8225/6 Contact: Donna Reid Phone: 0141 222 8257 BRITISH ENERGY PLC: Company Profile ----------------------------------- NAME: British Energy Plc 3 Redwood Crescent, Peel Park East Kilbride, Strathclyde G74 5PR, United Kingdom PHONE: +44-135-526-2000 FAX: +44-135-556-5656 WEBSITE: http://www.british-energy.com TYPE OF BUSINESS: British Energy plc is the United Kingdom's largest generator, producing one fifth of the country's electricity. British Energy's core business is nuclear generation. The company owns and operates 8 nuclear power stations in the UK with a combined capacity of approximately 9600 MW. 7 stations have twinned advanced gas cooled reactors (AGR); the other station has one pressurized water reactor (PWR). British Energy also owns a 2000 MW flexible coal fired plant, purchased in March 2000. SIC: Utilities-Electric Utilities EXECUTIVES: Robin Jeffrey, Chairman and Chief Executive David Gilchrist, Managing Director of BE Generation Ltd Duncan Hawthorne, CEO Bruce Power Terry Brookshaw, Director of Power and Energy Trading Keith Lough, Group Finance Director BOARD OF DIRECTORS: Robin Jeffrey, Executive Chairman Keith Lough, Finance Director David Gilchrist, Managing Director, BE Generation Duncan Hawthorne, CEO Bruce Power INDEPENDENT DIRECTORS: Sir Robert Hill, Independent Director Clare Spottiswoode, Deputy Chairman Ian Harley, Independent Director Peter Stevenson, Independent Director INVESTOR RELATIONS: Paul Heward Phone: 01355 262201 NUMBER OF EMPLOYEES: 5200 staff in the UK and 3000 staff in Canada LATEST FINANCIAL STATEMENT: http://bankrupt.com/misc/BritishEnergy.pdf DEBT: GBP1.2 billion COMPANY VALUE: GBP35 million (source: Telegraph) THE TROUBLE: The company sought help from the UK government after electricity prices plunged in the UK. In September, the government agreed to a revised facility for an amount up to GBP650. This is after authorities granted the company a credit facility of up to GBP410 million. MAJOR SHAREHOLDERS (as of June 2002): Fidelity Investment Limited Brandes Investment Partners LP British Energy Employee Share Trust Legal & General Investment Management Limited FINANCIAL ADVISOR: Close Brothers 10 Crown Place London EC2A 4FT, United Kingdom Phone: +44-20-7426-4000 Fax: +44-20-7426-4044 Home Page: http://www.closebrothers.co.uk AUDITOR: PricewaterhouseCoopers 1301 Avenue of the Americas New York, NY 10019 Phone: 646-471-4000 Fax: 646-394-1301 Home Page: http://www.pwcglobal.com CABLE & WIRELESS: Appoints Lapthorne Non-Executive Chairman ----------------------------------------------------------- Cable and Wireless plc announced Friday that Richard Lapthorne will become non-executive Chairman of the company with immediate effect. Sir Ralph Robins will now retire as Chairman, as first announced in May 2002. He will remain a non-executive director until 28 February 2003. Richard Lapthorne has already announced his intention to retire from the chairmanship of Amersham plc following its AGM on 7 May 2003. He is also non-executive Chairman of Morse PLC, Avecia plc, Tunstall Holdings Ltd and TI Automotive. Richard Lapthorne joined the Board of Amersham International plc in 1988 as a non-executive director, becoming Chairman in 1996, Deputy Chairman of Nycomed Amersham plc in 1997 and Chairman of Amersham Plc in 1999. He was Finance Director of British Aerospace plc from July 1992 and was appointed Vice Chairman in April 1998, retiring in September 1999. During his time at BAe, he was a key member of the management team responsible for transforming the company into Europe's leading aerospace and defence company. He has held a number of positions in industry since his first job working for Unilever in 1965, ranging from Chief Accountant for Food Industries Ltd in 1971, Commercial Director of Synthetic Resins Ltd in 1975 to Commercial Director of Crosfield Chemicals in 1981. He joined Courtaulds plc in October 1983 as Group Financial Controller and was appointed Finance Director in May 1986. He was awarded the CBE for services to the British aerospace industry in 1997. CONTACT: CABLE & WIRELESS Investor Relations Samantha Ashworth Phone: +44(0) 207 315 4460 Caroline Stewart Phone: +44(0) 207 315 6225 Virginia Porter (US) Phone: +1 646 735 4211 CABLE & WIRELESS: Investors Wants Changes From New Chairman ----------------------------------------------------------- Leading institutional investors are calling on new Cable & Wireless Chairman Richard Lapthorne to undertake significant changes in the company's management. Investors wanted him to kick Chief Executive Graham Wallace, and get rid of non-executive directors who endorsed Mr. Wallace's strategy. Shareholders lunged part of the blame for the company's failed venture into C&W's internet operation, Global, to the non- executive directors. The directors indicated they will step down, if asked to do so, before the annual meeting in July. They also wanted him to minimize any pay-off that would be due in case of Mr. Wallace's resignation. Mr. Wallace's two-year contract, which broke the one-year term allowed for his position, grants him GBP1.5 million upon resignation. Sir Ralph Robins, Lapthorne's predecessor, is due to retire as a director at the end of the month. According to The Telegraph, directors who are expected to go are Sir Win Bischoff, the former head of Schroders; Raymond Seitz, a former American ambassador to London; and Janet Morgan, a former academic and cabinet adviser. Newly installed director, Rob Rowley, will be the only survivor from the pack. JPMORGAN FLEMING: Announces Result of Result of Second EGM ---------------------------------------------------------- The company announces the passing of the resolutions at the extraordinary general meeting held Friday to appoint liquidators and to wind-up the company in accordance with the Scheme set out in the circular to shareholders dated 27 November 2002. Accordingly, the company has been placed in members' voluntary liquidation and Patrick Brazzill and Margaret Mills have been appointed joint liquidators to the company. The value attributable to each Preference Share is 148 pence and the value attributable to each Ordinary Share is expected to be approximately 58.1 pence. Cheques are expected to be despatched and Crest accounts credited with cash in respect of elections for the Cash Option and contract notes despatched in respect of elections for Bond Fund Shares on 13th January 2003 (or as soon as practicable thereafter). Dealings remain suspended and the company's listing on the Official List will be cancelled in due course. Messrs Robin Lodge, Barry Rose and Julian Tregoning resigned from the Board at the conclusion of the meeting and Mr Craig Cleland was appointed a Director. CONTACT: JPMORGAN FLEMING ASSET MANAGEMENT Contact: David Barron Phone: 020 7742 3475 TEATHER & GREENWOOD: Contact: Jonathan Becher Phone: 020 7426 3269 LONDON CLUBS: Stanley Leisure Abandons Plan to Bid -------------------------------------------------- On 2 December 2002, Stanley Leisure announced that, if appropriate agreements could be reached with all relevant parties, it would be interested in making a recommended offer for London Clubs. Since that date, Stanley Leisure has contacted those parties and made efforts to establish acceptable terms and conditions in order to progress its interest. These efforts have not led to any discussions with the board of London Clubs. It has therefore become clear to Stanley Leisure that it will not be possible to make any material progress before noon on 22 January 2003, the deadline agreed with the Takeover Panel for clarification of Stanley Leisure's position in relation to London Clubs. In these circumstances, rather than allow uncertainty to be prolonged, Stanley Leisure is, with regret, announcing that it has today written to the board of London Clubs formally withdrawing its indicative proposal. Accordingly, unless the Panel consents otherwise, neither Stanley Leisure nor any person acting in concert with it will proceed with an offer for London Clubs for a period of six months beginning January 10, 2002. Stanley Leisure and persons acting in concert with it reserve the right to make an offer for London Clubs at any time in the event that the board of London Clubs recommends such an offer or a third party announces a firm intention to make an offer for London Clubs. CONTACT: LONDON CLUBS INTERNATIONAL PLC 10 Brick Street London W1J 7HQ Phone: +44 (0) 20 7518 0000 Fax: +44 (0) 20 7495 6915 E-mail: enquiries@london-clubs.co.uk Homepage: http://www.lciclubs.com Contact: Michael Beckett, Non-Executive Chairman Barry Hardy, Finance Director STANLEY LEISURE PLC Stanley House 151 Dale Street Liverpool L2 2JW Phone: 0151 237 6000 Fax: 0151 237 6179 E-mail: info@stanley.co.uk Homepage: http://www.stanleyleisure.com/ Contact: Bob Wiper, Chief Executive Michael Riddy, Finance Director Phone: 0151 237 6000 MYTRAVEL PLC: Grants Director Option to Purchase Share ------------------------------------------------------ The Board of MyTravel Group plc announces that on January 9, 2003, Philip Jansen, Director, was granted options under the rules of the MyTravel Group plc Unapproved Discretionary Share Option Scheme to purchase 2,896,551 ordinary shares of 10p each at an option price of 29p per share. The earliest exercise date will be January 9, 2006 and the latest exercise date will be the later of January 8, 2009 or the third anniversary of the notification of the ability to exercise. The Board of MyTravel Group plc also announces that the Board of Mourant & Co Trustees Limited, as trustee of the MyTravel Group plc No3 Employee Benefit Trust, has granted a nil cost option under the rules of the MyTravel Group plc Long Term Incentive Plan 2002 to Philip Jansen in respect of 1,250,000 Ordinary Shares of 10p each in MyTravel Group plc. Each such award is conditional upon the attainment by MyTravel Group plc of the performance criteria set out in the terms of such award. Mr Jansen did not provide any payment for the grant of either of the above options. The above shares are the only shares in the company in which Mr Jansen holds an interest at the date of this notification. These grants have been made to fulfil commitments entered into at the time Mr. Jansen joined the MyTravel Group on 23 September 2002. The company came out of a close period on 28 November 2002 on announcement of its year-end results. CONTACT: MYTRAVEL PLC Greg McMahon, Group Company Secretary Phone: 0161 232 6516 NTL INC.: Completes Restructuring, Exits Chapter 11 --------------------------------------------------- NTL Incorporated (formerly NTL Communications Corp) announced Friday that its financial recapitalization plan has been successfully completed and the company has emerged from Chapter 11 proceedings in the United States. The company formerly known as NTL Incorporated and its subsidiaries have been reorganized into two separate companies: NTL Incorporated, formerly known as NTL Communications Corp., comprising Old NTL's UK and Ireland businesses, and NTL Europe, Inc., formerly known as NTL Incorporated, comprising Old NTL's assets in continental Europe as well as other minority investments and interests. The company's common stock (CUSIP 62940M104) and Series A warrants (CUSIP 62940M138) will trade on NASDAQ commencing Monday, January 13, 2003 under the symbols of NTLI and NTLIW, respectively. Shares of common stock of Old NTL, which previously traded under the symbol NTLDQ, have been cancelled. Under the recapitalization plan, approved by the creditors of Old NTL and confirmed by the U.S. Bankruptcy Court for the Southern District of New York, approximately $10.9 billion in debt has been converted into equity in the two reorganized companies. Consummation of the recapitalization plan was subject to a number of conditions, all of which have now been met. In connection with the company's emergence from Chapter 11, the company and certain of its subsidiaries issued $558.24 million aggregate principal face amount of 19% Senior Secured Notes due 2010. Initial purchasers of the notes also purchased 500,000 shares of Common Stock on the Effective Date. The gross proceeds from the notes and such shares totalled $500 million. The company's lending banks in the U.K. have agreed to the issuance of the Notes as well as to certain amendments to the existing banking facilities. The $630 million DIP facility has been repaid in full. On the Effective Date, all specified previously outstanding public debt and equity securities of the company were cancelled and the company issued (a) 50,500,969 shares of its common stock, par value $0.01 per share, and (b) eight year warrants to purchase 8,750,496 shares (subject to adjustment) of its common stock at an exercise price of $309.88 per share (subject to adjustment). As previously announced, the number of shares and warrants issued was reduced from the amounts originally cited in the Plan. "[Fri]day's announcement marks a new beginning for the company and is a tribute to the tremendous cooperation of our creditors and their confidence in NTL," said Barclay Knapp, chief executive officer of the company. "Working with our creditors, we have successfully completed our recapitalization and have significantly reduced our debt." "Operationally, despite being in U.S. Chapter 11 and a challenging business environment, NTL has made steady progress during 2002, improving our products and services, reducing our churn rate and generating three consecutive quarters of positive operating cash flow. Our strategy going forward is to focus on delivering profitable growth and returning to service excellence." Summary of the Recapitalization Plan: Pursuant to the recapitalization plan, Old NTL's bondholders received, in the aggregate, 100% of the initial equity of the company and approximately 86.5% of the initial equity of NTL Europe Inc. NTL (Delaware) Inc.'s former bondholders had the opportunity to reinvest all or a portion of NTL (Delaware), Inc. cash to which they were otherwise entitled under the recapitalization plan in additional shares of common stock of NTL Incorporated. Preferred and common stockholders of Old NTL, including France Telecom, received a package of equity rights priced at a $10.5 billion enterprise value and Series A warrants entitling them to purchase new shares of common stock of the company at the consummation of the plan (in the case of the equity rights) and for the duration of the eight-year warrants, at prescribed prices. Only a limited number of stockholders and bondholders exercised these rights. Holders of Diamond Cable Communications Limited notes received their pro rata share of 6,817,934 shares of NTL Incorporated Common Stock; Holders of the former NTL Communications Corp's senior notes received their pro rata share of (i) 41,376,048 shares of NTL Incorporated Common Stock, (ii) 74,425 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00 liquidation preference per share), (iii) 0.725% of the Delaware Cash Amount (as defined in the Plan), (iv) 5.012% of the NTL Cash Amount (as defined in the Plan), and (v) the entitlement to the value of 331,222 shares of NTL Europe, Inc. Common Stock pursuant to the terms of the recapitalization plan; Holders of the former NTL Communications Corp.'s subordinated notes received their pro rata share of (i) 823,129 shares of NTL Incorporated Common Stock, (ii) 6,615 shares of NTL Europe, Inc., Common Stock, (iii) 1,492 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00 liquidation preference per share), (iv) 0.014% of the Delaware Cash Amount, and (v) 0.100% of the NTL Cash Amount; Holders of NTL (Delaware), Inc. subordinated notes (other than France Telecom), received their pro rata share of (i) 665,314 shares of NTL Incorporated Common Stock, (ii) 10,692,532 shares of NTL Europe, Inc., Common Stock, (iii) 5,879,240 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00 liquidation preference per share), and (iv) 85.540% of the Delaware Cash Amount; Holders of the former NTL Incorporated's subordinated notes (other than France Telecom) received their pro rata share of (i) 317,576 shares of NTL Incorporated Common Stock, (ii) 6,270,159 shares of NTL Europe Inc., Common Stock, (iii) 1,408,861 shares of NTL Europe, Inc. Preferred Stock (assuming a $50.00 liquidation preference per share), (iv) 13.720% of the Delaware Cash Amount, and (v) 94.887% of the NTL Cash Amount; Holders of the former NTL Incorporated's old senior preferred stock received their pro rata share of (i) 749,119 NTL Incorporated Series A Warrants, (ii) 642,102 shares of NTL Europe, Inc. Common Stock; France Telecom received (i) 100% of the former NTL Incorporated's interest in Suez Lyonnaise T,l,com, (ii) 6,040,347 NTL Incorporated Series A Warrants, and (iii) 376,910 shares of NTL Europe, Inc. Common Stock; Holders of the former NTL Incorporated's common stock (excluding France Telecom) will receive their pro rata share of (i) 1,960,536 NTL Incorporated Series A Warrants, and (iii) 1,680,459 shares of NTL Europe, Inc. Common Stock; and Holders of the former NTL Incorporated's warrants and options were not entitled to, and did not, receive or retain any property or interest on account of such old warrants and old options. CONTACT: NTL INC. In the US: Analysts, Debt and Equity Holders: Bret Richter, Senior VP Corporate Finance and Development Tamar Gerber, Director - Investor Relations Phone: (+1) 212 906 8440 E-mail: investor_relations@ntli.com In the UK: Analysts, Debt and Equity Holders: Virginia Ramsden E-mail: investorrelations@ntl.com RMC GROUP: Announces Disposals in Netherlands and Belgium ------------------------------------------------------------------- RMC Group p.l.c. announces that it has completed the sale of its concrete products operations in the Netherlands. The disposal proceeds were received in December 2002. In addition, an agreement has been entered into for the sale of the Group's ready mixed concrete and aggregates operations in Belgium, subject to regulatory approvals. The disposal proceeds are expected to be received in the first quarter of 2003. In total, the consideration from the sale of these businesses and other disposals completed in December 2002 is expected to be approximately GBP50 million and will be used to reduce Group debt. Sir John Parker, Chairman, said, "The Board is pleased with the progress being made on the Group's debt reduction program and is confident that net debt will be reduced to below GBP1 billion by 31 December 2003." ************** 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, Ma. Cristina Canson, and Laedevee Gonzales, Editors. Copyright 2003. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$575 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Christopher Beard at 240/629-3300. * * * End of Transmission * * *