/raid1/www/Hosts/bankrupt/TCREUR_Public/030123.mbx             T R O U B L E D   C O M P A N Y   R E P O R T E R

                             E U R O P E

                 Thursday, January 23, 2003, Vol. 4, No. 16


                              Headlines

* B E L G I U M *

SNCB: EU Commission Approves EUR123.1 MM Aid to Subsidiaries

* F R A N C E *

ALSTOM: Records Sharp Fall in Nine-month Sales
DAEWOO ORION: Fails to Reopen Due to Lack of Materials
FRANCE TELECOM: EU Commission to Launch Investigation
METALEUROP NORD: Government to Impose Sanction on Closure
VIVENDI UNIVERSAL Issues Statement On Role in Investigation

* G E R M A N Y *

BABCOCK BORSIG: In Talks to Sell Spanish Unit to Duro Felguera
EM.TV & MERCHANDISING: Postpones Sale of Stake in Jim Henson
EXTRA FLUGZEUGBAU: Likely to File for Insolvency in the Near Term
MOBILCOM AG: Antitrust Officials Launches Formal Investigation
MOBILCOM AG: France Telecom to Go Ahead With Bailout Plan

* L U X E M B O U R G *

MILLICOM INTERNATIONAL: S&P Lowers Credit Rating to 'CC'
MILLICOM INTERNATIONAL: Receives Delisting Warning From Nasdaq
MILLICOM INTERNATIONAL: Offers 13-1/2% Senior Subordinated Notes

* N E T H E R L A N D S *

GETRONICS NV: Reaches Agreement on New Revolving Credit Facility

* S P A I N *

AUNA OPERADORES: To Report Loss of EUR500 Million in Results
AVANZIT SA: Spanish Court Approves Receivership Filing
UNION FENOSA: Raises EUR103 Million for Debt Repayment

* S W I T Z E R L A N D *

CREDIT SUISSE: Fitch Affirms Short- and Long-term Ratings

* U N I T E D   K I N G D O M *

AMEY PLC: Announces Agreement for Disposal of PFI Equity
AMP: Reduces 2002 Profit Expectations of U.K. Business
ANITE GROUP: Completes Three Further Earnout Renegotiations
BAE SYSTEMS: Announces Job Losses in Its Sea Systems Business
CABLE & WIRELESS: Announces Changes in Board Structure
INVENSYS PLC: Appoints New Non-Executive Directors


=============
B E L G I U M
=============


SNCB: EU Commission Approves EUR123.1 MM Aid to Subsidiaries
------------------------------------------------------------
The European Commission has approved EUR123.1 million in aid for
Societe national des chemins de fer's three ABX subsidiaries.

The German subsidiary Road and Network Logistics (ex-Bahntrans)
is to receive a maximum loan of EUR68 million, the Dutch
subsidiary a maximum of EUR3.1 million and the French subsidiary
a maximum of EUR52 million.

The commission approved the funding on grounds of "acute social
reasons" and because the amount is only enough for the sustenance
of the company.  Had the ABX subsidiaries filed for bankruptcy,
7,619 jobs would have been threatened.

Under the agreed terms, the loans must be paid back to SNCB at
market rates.  The Belgian authorities also must submit to the
commission, within six months, either a restructuring plan, a
bankruptcy proof, or proof that the rescue aid has been fully
repaid.

The commissioned said a further restructuring aid will not
necessarily be approved.


===========
F R A N C E
===========


ALSTOM: Records Sharp Fall in Nine-month Sales
-----------------------------------------------
-- Resilient performance in orders (-2%) and sales (+1%) on a
comparable basis

-- More than EUR450 million in disposals including further real
estate in Europe (EUR142 million) and captive insurance company
(EUR101 million)

-- Debt reduction remains top priority

Commenting on the first nine months Orders and Sales announced
this morning, Patrick Kron, Chief Executive Officer of ALSTOM,
stated:

"Since our last announcement two months ago, there has been no
major change in market trends: demand for Transport remains
strong, T&D is stable overall, while demand in Power and Marine
is still low in an uncertain economic environment.

After completion of our current budget process, in mid-March I
will announce our plans and expectations for the coming years.
Debt reduction remains a top priority for ALSTOM and we expect
proceeds from real estate and business disposals to exceed the
original Restore Value target."

Reported Figures (Unaudited)

In EUR      Orders Received                Sales
million   9 Months   9 Months  %    9 Months    9 Months   %
           02/03      01/02  change  02/03      01/02   change

Power      7,240     9,152    -21    8,367      9,771     -14
T&D        2,771     2,968    -7     2,694      2,765      -3
Transport  5,200     4,604     13    3,618      3,112      16
Marine       135       229    -41    1,065        835      27
Others (1)   144     1,064    -87      156        907     -83
Total     15,490    18,017    -14   15,900     17,390      -9

(1) Including Contracting disposed as of 20 July 2001

Comparable Figures (Unaudited)

Orders and sales, as reported, were impacted during the first
nine months of fiscal year 2002/03 by the translation effect
between euro and non-euro currencies, particularly the U.S. dollar
(impact of approximately 4.1%), and by the change in scope,
mainly the disposal of Contracting in July 2001 and GTRM
(Transport) in September 2001. Comparable figures below adjust
the fiscal year 2001/02 figures for these impacts.

In EUR      Orders Received                Sales
million   9 Months   9 Months  %    9 Months    9 Months   %
           02/03      01/02  change  02/03      01/02   change
Power     7,240      8,656     -16   8,367     9,264      -10
T&D       2,771      2,806      -1   2,694     2,638        2
Transport 5,200    3,928        32   3,618     2,793     30
Marine      135      229       -41   1,065       835     27
Others      144      164       -12     156       154      2
Total    15,490   15,783        -2  15,900    15,684      1

Orders received: -2%

Despite a poor economic environment overall orders received
during the third quarter of 2002/03 (EUR4,953 million) were above
the second quarter of this year (EUR4,863 million) and the third
quarter of the previous year (EUR4,824 million).

On a comparable basis, order intake for the first 9 months of
fiscal year 2002/03 decreased by 2% compared with the same period
of the previous year, mainly due to Power (-16%) and to a lesser
extent Marine (-41%). Transport improved significantly (+32%),
taking advantage of a very buoyant market. T&D remained stable (-
1%).

The backlog, at EUR33 billion, remains equivalent to 19 months of
sales.

Sales: +1%

On a comparable basis, cumulative sales for the first three-
quarters of fiscal year 2002/03 were up 1% versus last year. This
was mainly due to the performances of Transport (+30%) and Marine
(+27%), which offset the decrease in Power (-10 %). T&D remained
stable (+2%).

Geographic Breakdown

Comparable Figures (Unaudited)

In EUR      Orders Received                Sales
million   9 Months   9 Months  %    9 Months    9 Months   %
           02/03      01/02  change  01/02      02/03   change

Europe     7,442      6,578    13     6,686      6,018     11
N. America 3,487      3,908   -11     3,612      4,380    -18
Lat. Amer.   774      1,302   -41     1,176        670     76
Africa/ME  1,614      1,289    25     1,630      1,427     14
Asia/Pacific 2,173    2,705   -20     2,796      3,190    -12
Total     15,490     15,783   -2     15,900     15,684      1

Europe remained the main market for the company, with 48% of
orders versus 37% at the end of December 2001, and continued to
grow (+13%).

Orders in North America decreased by 11%, reflecting the collapse
of the U.S. energy market partly offset by a good performance from
Transport.

Orders in Latin America were down 41%, affected by the economic
crisis in this region.

Orders in Africa/Middle East were up 25% due to significant
demand for power infrastructure, particularly in the Middle East.

Orders in Asia/Pacific decreased by 20%, largely due to a
decrease in Power orders, where several important projects were
secured in Malaysia and Australia last year.

More than EUR450 million of disposals

The company is making significant progress with the real estate
and business disposals outlined in its Restore Value plan:

The South African subsidiary was sold for EUR50 million in
September 2002.

The U.K. real estate portfolio was sold for EUR175 million in
December 2002. This portfolio constituted 19 properties,
comprising 800 000 square metres of buildings and 600 acres of
land. The company has taken leases on most of these properties,
the average length of the leases being approximately 13 years.
Two new agreements have just been signed for the sale of real
estate in continental Europe, one with CDC Ixis Capital Market
(?120.5 million) and the other with a consortium including Morgan
Stanley International Real Estate Funds and the group FonciSre
des R,gions (EUR 21million), for a total of EUR 142 million.
These transactions cover 16 sites in France, Spain, Switzerland
and Belgium, comprising 310 000 square metres of buildings.
Again, the company has taken leases on the properties and the
average length of the leases will be approximately 9 years.

Sale of captive insurance company to be closed end of January for
EUR 101 million.

In addition, in November 2002, the company selected EDS as
preferred bidder for the outsourcing of its IT services in 14
countries. Negotiations are now well advanced.

Comments by Sector

Power

Despite long-term growth fundamentals, the power generation
equipment market is currently at a low level following the
collapse in U.S. demand after an unprecedented boom.

Orders in Power decreased by 16% and sales by 10% compared with
the first 9 months of the previous fiscal year, with contrasting
trends in the Sector's constituent Segments. Customer Service
continued to grow while Steam Turbine benefited from a very
positive retrofit market, which offset the decline in the U.S.
combined cycle market. Gas Turbine, Industrial Turbine and the
Heat Recovery Steam Generators business of Boilers & Environment
were also impacted by the U.S. market decline. However, demand in
Gas Turbine remained strong in the Middle East. Orders in the
Hydro Power Segment decreased, particularly in Brazil.

Important orders received in the third quarter included an
operation and maintenance contract for a GT24 gas turbine power
station in Mexico for Iberdrola; two 130 MW steam turbines as
part of a combined cycle conversion project for Israel Electric
Co and the first orders for our new GT10C gas turbine in Egypt.

Whilst the U.S. market remains difficult, ALSTOM is benefiting from
its global coverage, with a stable European utility sector, a
steady level of activity in the Middle East and selective
opportunities in Asia/Pacific.

Transmission & Distribution (T&D)

Overall the market remained flat with growth in transmission,
particularly high voltage systems, offset by a continuing low
level of activity in distribution products. The relatively weak
order intake for the nine months overall, (-1%) was due to an
exceptional low level of orders registered in large projects in
the third quarter 2002/03. Demand is buoyant in China and the
Middle East and the company remains well positioned to benefit
from an improvement in the U.S. market as soon as a new regulatory
regime is put in place. Sales remained stable (+2%).

Transport

In a continuing strong market, Transport achieved a very good
performance both in orders (+32%) and sales (+30%). During the
third quarter some major orders were registered, including the
New York Metro (ALSTOM's share: EUR 650 million) and a 14-year
maintenance contract for AVE in Spain (?500 million).

The recently-announced contracts for the supply of new metro
trains in Barcelona (EUR 290 million) and the maintenance of
locomotives for BNSF in the US (EUR 420 million) have not yet
been included in the backlog. Based on the high level of current
activity, this positive trend for the Sector is expected to
continue.

In the U.K., the last six regional trains were delivered. The first
Pendolino passenger service ran successfully in December 2002 on
the West Coast Main Line, with commercial service due to start by
the end of January 2003.

Marine

The merger of the two main cruise operators in the market and the
weakening of the U.S. dollar against the euro have delayed orders
for cruise-ships. However, the cruise holiday market has
recovered following the impact of 11 September 2001.

The other high added-value ship markets, including LNG tankers,
are more positive in the short term. Orders received included an
oceanographic ship for the French Ifremer Institute and a luxury
yacht.

Despite a significant decrease in orders (-41%), sales are
progressing well (+27%), reflecting the shipyard's backlog with 5
cruise-ships to be delivered over the next 15 months.

Resolution of the consequences of the Renaissance bankruptcy is
now well advanced, with 6 of the 8 vessels either sold or
chartered (three for long-term charter, one for short-term
charter and two sold to P&O Princess).

Outlook

The nine-month trend in orders and sales is expected to be
maintained for the full year 2002/03.

CONTACT:  ALSTOM
          Investor relations:
          E. Rocolle-Teyssier
          Phone: +33 1 47 55 25 78)
          E-mail: investor.relations@chq.alstom.com


DAEWOO ORION: Fails to Reopen Due to Lack of Materials
------------------------------------------------------
The Daewoo Orion factory, which was in compulsory administration
since January 9, was not able to reopen this week because of the
lack of some essential materials, says Les Echos.

According to the report, employee representatives believe that
the cathode ray manufacturer will go into liquidation.  Daewoo
Orion, located in Mont-Saint-Martin, Meurthe-et-Moselle, Lorraine
has debts of EUR3.4 million.

On January 2, employees began an occupation of the factory to
oppose the planned closure.  Members of the CGT, FO and CFTC
trade unions blocked the factory entrance and roads in the local
area.

The closure follows the shutdown of the Orion group's three
Lorraine microwave oven factories at Villers-la-Montagne, and the
television manufacturing plant at Fameck at the end of December.
The closures affected 227 employees at Villers-la-Montagna, and
170 at Fameck.

TCR-EU reported the possible closure of the plant's factory in
Fameck last month when a court gave the company until January 9
to prove it can regularly pay wages and social charges.

CONTACT:  DAEWOO ORION S.A. (DOSA)
          Ave. De L' Europe 54350,
          Mont Saint Martin, France
          Phone: 33-3-8225-2525
          Fax: 33-3-8225-2500


FRANCE TELECOM: EU Commission to Launch Investigation
-----------------------------------------------------
The European Commission will launch an 18-month probe into
France Telecom to ascertain whether the company received illegal
state aid, say sources of AFX.

Although the investigation is planned for this week, it may be
delayed beyond next week because it is such a politically
"sensitive" topic, a source says.

The planned EUR9-billion loan from the French government is
subject to criticisms by several parties. Bouygues Telecom has
already complained to the commission, while another company,
which declined to be identified, is planning a complaint, the
report says.

Government support for France Telecom, including the EUR9-billion
loan, is believed to have helped fuel enthusiasm for the
company's EUR3.5 billion bond offering.

The success of the offering even led the company to saying it
might not draw on the aid, but will instead address liquidity
shortages through bond and share sales and bank loans.

France Telecom is Europe's most indebted company with EUR70
billion of debt burden.  It has EUR4.6 billion maturing bonds
this quarter and more than EUR20 billion by the end of 2004.

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


METALEUROP NORD: Government to Impose Sanction on Closure
---------------------------------------------------------
French metals producer Metaleurop SA faces government sanction
due to its planned closure of a lead and zinc smelting plant at
Noyelles-Godault.

Social Affairs minister Francois Fillon said, "We are taking all
the necessary steps, including sanctions" against Metaleurop's
unilateral action.

Metaleurop Nord has been producing lead and zinc for over a
century now, polluting the site all the while.  It is estimated
that the clean-up of the site will cost around EUR150 million.

The parent company decided to shutter the facility after
abandoning costly restructuring plans for the plant.

Metaleurop Nord's chief executive said production in the unit
will stop, after which the facility will be mothballed until a
buyer can be found.

According to sources close to the company, problems started when
Metaleurop's German shareholder TUI opposed plans to continue
sustaining the production unit's operation through injection of
additional funds.

A statement issued by Metaleurop says, cumulative losses at
Metaleurop Nord amounted to an estimated EUR97 million in 2001
and 2002.

CONTACT:  METALEUROP
          Maxime ARNAUD
          Phone: +33 1 42 99 47 73
          Mobile: + 33 6 74 93 21 83
          Fax: + 33 1 40 75 09 63
          E-mail: maxime.arnaud@metaleurop.fr


VIVENDI UNIVERSAL Issues Statement On Role in Investigation
-----------------------------------------------------------
Information published in Tuesday's press in Paris alleges that
Vivendi Universal put pressure on investigators from the COB,
France's securities and exchange commission.

Vivendi Universal emphasizes that, since July 3, 2002, it has
fully cooperated with the various authorities (COB, SEC, the
Paris public prosecutor's office, and the U.S. Department of
Justice) that have opened inquiries into actions taken prior to
that date. All employees and advisers have received clear
instructions to act in total compliance with the law.

As a consequence, the allegations published that Vivendi
Universal resorted to "influence peddling" or "threats and acts
of intimidation against people working in public-sector
positions" are without foundation.

The company instituted legal proceedings before the Paris Civil
High Court on December 18th of last year in order to halt both
the spread of false information and a destabilizing campaign. It
reserves the right to take further actions whenever such false or
defamatory allegations are made.


=============
G E R M A N Y
=============


BABCOCK BORSIG: In Talks to Sell Spanish Unit to Duro Felguera
--------------------------------------------------------------
Insolvent German company Babcock Borsig and Sociedad Estatal de
Participaciones Estatales are negotiating the sale of the group's
Spanish unit Babcock Borsig Espana SA to Grupo Duro Felguera.

Duro Felguera revealed it has signed a confidentiality agreement
with Babcock that would give it 20 days to examine documents
related to the value unit.  It clarified, however, that no firm
agreement has been reached yet between the parties.

Babcock Borsig bought the Spanish subsidiary for EUR45 million
from SEPI, the Spanish state industrial holding company in 2001.
Under the deal, it promised to invest EUR135.23 million and
retain employees for a period of five years.

According to a report of TCR-Europe in August, Babcock Borsig
Espana signed a EUR60 million contract with Duro Felguera
concerning a project for Spanish electricity group Endesa.

It was believed that the agreement could help ease difficulties
caused by the decision of the parent company to file for creditor
protection.

Babcock Borsig filed for insolvency in July 2002.  Dr. Helmut
Schmitz, Krefeld, was appointed as the creditors' trustee for all
of Babcock and 18 other companies.

CONTACT:  BABCOCK'S TRUSTEE
          Dr. Helmut Schmitz & Thomas Schmitz - Lawyers
          Am Flohbusch 1
          47802 Krefeld
          Phone: 02151 / 965350
          Fax: 02151 / 965360
          E-Mail: radr.Schmitz@t-online.de

          GRUPO DURO-FELGUERA, S.A.
          C/ Juan Esplandiu, 13-12a B
          Ed. Centro O'Donnell
          28007 Madrid
          SPAIN
          Home Page: http://www.gdfsa.es
          Phone: +34 91 5040345/ 91 504 3646
          Fax: +34 91 504 6446
          Contact:
          Ramon Colao Caicoya, Chairman
          Florentino Fern ndez del Valle, CEO
          Melissa Blanc Diaz, Economic Financial Manager


EM.TV & MERCHANDISING: Postpones Sale of Stake in Jim Henson
------------------------------------------------------------
The transaction for the sale of EM.TV & Merchandising's 49.9%
stake in Jim Henson Co. to Dean Valentine, former head of Viacom
Inc.'s United Paramount Network, and Europlay Capital Advisors
will not go as scheduled.

The German kid media company EM.TV & Merchandising informed that
the signing of the sale agreement for the stake this month will
be delayed after it agreed to take a final payment of US$37
million from Sesame Workshop.

EM.TV, which is working to emerge from bankruptcy, is expecting
to raise EUR64 million from the sale of the stake to help it pay
EUR49 million (US$52.6 million) of debt.  The company paid US$680
million in 2000 for the Jim Henson Co.

The media company said it will use the Sesame Street proceeds "to
make a repayment of the so-called Junior loan."  It disclosed
that it still owe EUR49 million, predominantly to Westdeutsche
Landesbank Girozentrale, despite having made an early payment of
EUR15 million this year.

The payment came from a transaction made by EM.TV with Sesame
Workshop in 2000, wherein the latter agreed to buy the rights to
all Sesame Street Muppets characters for US$180 million.  The
Workshop made a US$110 million down payment with installments for
the balance to run through 2010, but now has agreed to advance
the money earlier.

But although there was a delay, the company said, "Negotiations
continue between EM.TV and a group of investors around American
media entrepreneur Dean Valentine," adding that binding purchase
agreement is likely to be reached by the end of February.

CONTACT:  EM.TV & MERCHANDISING
          Betastrasse 11
          D-85774 Unterf"hring, Germany
          Phone: +49-89-995-00-0
          Fax: +49-89-995-00-11
          Homepage: http://www.em-ag.de
          Contacts:
          Bernd Thiemann, Chairman, Supervisory Board
          Werner Klatten, Chief Executive Officer
          Andreas Pres, General Manager of Finance


EXTRA FLUGZEUGBAU: Likely to File for Insolvency in the Near Term
-----------------------------------------------------------------
German aircraft manufacturer Extra Flugzeugbau is likely to open
insolvency proceedings as early as this week, according to
Suddeutsche Zeitung.

Plans are underway to sell the company with both its aerobatic
and transport aircraft divisions intact, and talks are reportedly
being held for the possible sell-off.

Interested parties are thought to include German consulting group
Rhein/Ruhr, a bidder that proposes the creation of a lifeboat
with Walter Extra, head of the aircraft manufacturing company, as
technical director.

An insolvency expert says a recovery for the business is fair.
The manufacturer of aerobatic machines is well known
internationally and has a high level of technical expertise.

The source noted that the company works council expects between
120 and 160 employees of the company's 240 workforce will be
retained.


MOBILCOM AG: Antitrust Officials Launches Formal Investigation
--------------------------------------------------------------
The European Union antitrust officials launched a formal
investigation into a EUR112 million (US$120 million) loan the
German government granted German mobile operator MobilCom in
November.

According to the Commission, the German government failed to
prove that the loan was "indispensable" to the survival of the
company.

But it did clear a separate EUR50 million government loan granted
in September through a German state agency, the Kreditanstalt fur
Wiederaufbau.  The funding intended to sustain the company until
it could be restructured, was clearly for financing operating
costs of MobilCom's subsidiary, says EU officials.

According to The Daily Deal, the German government has one month
to submit a restructuring plan to Brussels and issue its response
to the allegations.  The program is necessary for MobilCom to
receive the rest of the planned EUR 400 million state aid
package, says a source close to the case.

The German government rescued MobilCom from insolvency last year
after France Telecom decided to withdraw its financing from the
company.  Part of the agreement was the scale back of MobilCom's
third-generation plans.


MOBILCOM AG: France Telecom to Go Ahead With Bailout Plan
---------------------------------------------------------
France Telecom indicated to go ahead with a plan to shoulder
about EUR7 billion of MobilCom's debt despite the possibility
that the German mobile operator may run out of money.

Industry observers believe France Telecom's willingness to go the
extra mile for MobilCom, with which it holds a 28.5% holding,
would hinge on the success of the German government's rescue
package for MobilCom, says The Daily Deal.

Under the plan, France Telecom will swap MobilCom's debt for a
perpetual convertible security that will allow creditor banks
such as Merrill Lynch & Co., Deutsche Bank AG and Societe
Generale SA to acquire stock in the French company once its share
price reaches a certain level.

A France Telecom spokesman said his company expects the plan
approved at MobilCom's shareholders' meeting this week.  The
French company plans to approve the decision itself at a
shareholder meeting on February 25.

European antitrust officials are still investigating for possible
violations the German government's rescue package for MobilCom.
The Commission approved the EUR50 million government loan granted
in September, but it is still probing on the EUR112 million
funding granted in November.

CONTACT: 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 the Group
                  Executive Committee
                  Hermann-Josef Lamberti, Chief Operations
                  Officer

         MERRILL LYNCH & CO., INC.
         World Financial Center, North Tower, 250 Vesey St.
         New York, NY 10281
         Phone: 212-449-1000
         Toll Free: 800-637-7455
         Homepage: http://www.merrilllynch.com
         Contacts: David H. Komansky, Chairman
                   E. Stanley O'Neal, President
                   Ahmass Fakahany, Chief Financial Officer

         SOCIETE GENERALE
         29, Boulevard Haussmann
         75009 Paris, France
         Phone: +33-1-42-14-20-00
         Fax: +33-1-42-14-54-51
          Homepage: http://www.socgen.com
          Contacts: Daniel Bouton, Chairman
                    Fr,d,ric Oud,a, Corporate Planning


===================
L U X E M B O U R G
===================


MILLICOM INTERNATIONAL: S&P Lowers Credit Rating to 'CC'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Millicom International Cellular SA to 'CC' from 'CCC'.
It also downgraded its senior subordinated debt rating on the
international wireless carrier's 13.5% senior subordinated
discount notes due June 1, 2006 to 'C' from 'CC'.  The ratings
remain on CreditWatch with negative implications.

The rating actions follow the company's announced intention to
exchange its 13.5% notes for a combination of two new note issues
with interest rates of 9% and 4%, respectively, at an overall
32.5% discount to the fully accreted value of the 13.5% notes.

Standard & Poor's credit analyst Catherine Cosentino said, the
proposed transaction is "distressed exchange, given the company's
need for additional liquidity and the discount to accreted value
of the offer."  As of September 30, 2002, Millicom had total
consolidated debt of US$1.4 billion.

The rating also noted that the 4% bonds, representing 11% of the
new notes, are payable at maturity in cash or in Millicom common
stock, at  the company's option. As such, upon completion of the
exchange, the corporate credit rating will be lowered to 'SD' as
a selective default and the 13.5% notes will be lowered to 'D'.


MILLICOM INTERNATIONAL: Receives Delisting Warning From Nasdaq
--------------------------------------------------------------
Millicom International Cellular S.A. the global
telecommunications investor, on Tuesday announces that it has
received written confirmation from The Nasdaq Stock Market, Inc.
that Millicom would be delisted from the Nasdaq National Market
unless its equity was raised to at least $10 million or it were
able to maintain its minimum bid price per share at $3 for a
period of ten consecutive trading days on or before February 17,
2003. Millicom also announces today a more detailed version of
its results for the quarter and nine months ended September 30,
2002, previously announced on October 23, 2002.

CONTACTS:  MILLICOM INTERNATIONAL
           Home Page: http://www.millicom.com
           Marc Beuls, President and Chief Executive Officer
           Phone: +352 27 759 101

           Jim Millstein
           Phone: +1 212 632 6000
           Lazard, New York

           Peter Warner
           Phone: +44 20 7588 2721

           Daniel Bordessa
           Cyrus Kapadia
           Lazard, London
           Andrew Best
           Phone: +44 20 7321 5022
           Shared Value Ltd., London


MILLICOM INTERNATIONAL: Offers 13-1/2% Senior Subordinated Notes
----------------------------------------------------------------
Millicom International Cellular S.A., the global
telecommunications investor, on Tuesday announces that it has
commenced an exchange offer for its 13-1/2% Senior Subordinated
Discount Notes due 2006, or the "Old Notes."

Holders of the Old Notes who tender their Old Notes will receive
for each $1,000 of Old Notes validly tendered $600 of Millicom's
newly issued 9% Senior Notes due 2005, or the "9% Notes," and $75
of Millicom's newly issued 4% Senior Convertible PIK (payment in
kind) Notes due 2005, or the "4% Notes." The 4% Notes are
convertible into Millicom's common stock at any time after April
1, 2003 at a conversion price of $5 per share, which may result
in a dilution to existing Millicom stockholders of approximately
22% (assuming no issuance of PIK notes in lieu of cash interest).
At maturity or upon redemption, Millicom may, at its option, in
whole or in part, pay the then outstanding principal amount of
the 4% Notes, plus accrued and unpaid interest thereon, in cash
or in shares of its common stock. Millicom International
Operations B.V., a wholly-owned subsidiary of Millicom, will
irrevocably and unconditionally guarantee the 9% Notes and 4%
Notes.

Concurrently with the exchange offer, Millicom is also soliciting
consents to certain amendments to the indenture under which the
Old Notes were issued. The exchange offer and consent
solicitation will expire at 5:00 p.m. on February 20, 2003, New
York City time, unless extended by Millicom.

The exchange offer is made in a private offering only to holders
of Old Notes who are not U.S. persons, or who are U.S. persons
that are either "qualified institutional buyers" or "accredited
investors" (as each of those terms are defined under the
Securities Act of 1933, as amended) and who can make the
representations to exchange, upon the terms and subject to the
conditions set forth in the private offering documents.

Millicom International Cellular S.A. is a global
telecommunications investor with cellular operations in Asia,
Latin America and Africa. It currently has a total of 17 cellular
operations and licenses in 16 countries. Millicom's cellular
operations have a combined population under license (excluding
Tele2) of approximately 369 million people. In addition, Millicom
provides high-speed wireless data services in seven countries.
Millicom also has a 6.8% interest in Tele2 AB, the leading
alternative pan-European telecommunications company offering
fixed and mobile telephony, data network and Internet services to
over 16 million customers in 21 countries. Millicom's shares are
traded on the Nasdaq Stock Market under the symbol MICC.

Lazard is acting for Millicom International Cellular S.A. in
connection with the exchange offer and consent solicitation and
no-one else and will not be responsible to anyone other than
Millicom International Cellular S.A. for providing the
protections offered to clients of Lazard nor for providing advice
in relation to the exchange offer or consent solicitation.

CONTACTS:  MILLICOM INTERNATIONAL
           Home Page: http://www.millicom.com
           Marc Beuls, President and Chief Executive Officer
           Phone: +352 27 759 101

           Jim Millstein
           Phone: +1 212 632 6000
           Lazard, New York

           Peter Warner
           Phone: +44 20 7588 2721

           Daniel Bordessa
           Cyrus Kapadia
           Lazard, London
           Andrew Best
           Phone: +44 20 7321 5022
           Shared Value Ltd., London


=====================
N E T H E R L A N D S
=====================


GETRONICS NV: Reaches Agreement on New Revolving Credit Facility
----------------------------------------------------------------
As announced on 23 December 2002, Getronics has reached agreement
in relation to the grant of a new revolving credit facility. In
connection with its Invitation to Tender to holders of Existing
Bonds (which is described in the preliminary Prospectus dated 10
January 2003), Getronics has received certain requests for
information concerning the availability and use of proceeds of
the New Facility.

As disclosed on page 28 of the Prospectus, Getronics re-affirms
that (subject to the satisfaction of customary conditions
precedent and approval of certain other matters by the Lenders)
Tranche A of the New Facility will be available for general
corporate purposes, and that (subject to the aforementioned
matters and successful completion of the Invitation to Tender)
Tranche B is to be used as part of the cash consideration in the
Invitation to Tender. If, for example, EUR 50 million of cash is
required to be paid out to holders of Existing Bonds in the
Invitation to Tender, the New Facility provides that only part of
this amount may be drawn under Tranche B; the remainder will need
to be funded by Getronics from other available sources.

The full EUR 75 million of Tranche B may only be drawn if 100%
of the outstanding Existing Bonds are tendered and accepted in the
Invitation to Tender (in which circumstance Getronics will be
required to pay out EUR 142 million of cash to holders of
Existing Bonds, being the maximum amount of cash that might be
paid pursuant to the Invitation to Tender). Following successful
completion of the Invitation to Tender, any amounts undrawn under
Tranche B will be cancelled.


=========
S P A I N
=========


AUNA OPERADORES: To Report Loss of EUR500 Million in Results
------------------------------------------------------------
Spanish company Auna Operadores de Telecomunicaciones SA will
report a loss of EUR500 million for the full-year to December 31,
says an unnamed source of Cinco Dias.  The loss is down from the
EUR729 million recorded in 2001.  EBITDA is expected to be EUR600
million.

The telecom company, which holds one of Spain's 3G wireless
licenses, is due to present these figures officially at Thursday's press
conference together with an announcement of the creation of a new
business unit Auna Grandes Clientes, which will compete against
Telefonica SA in the market for large telecommunication clients.

The new company expects to obtain a 16% share of the market for
large telecommunication clients in 2007.

Auna groups the telecom assets of its shareholders: Spanish
energy firms Endesa (30%) and Uni¢n El,ctrica Fenosa (19%), and
Santander Central Hispano (SCH, 24%).

It includes Spain's fixed-line provider Retevision, in place for
official replacement during the press conference, as well as
mobile carrier Amena, and ISP eresMas.

It has consolidated its cable operations (Madritel, Menta, Able,
Supercable Andalucia, and Telecom Canarias) as Aunacable and it
is combining them with Retevision.

Earlier losses of the company have forced the closure of its 49%-
owned Quiero TV unit.

CONTACT:  AUNA OPERADORES DE TELECOMUNICACIONES
          Paseo de la Castellana, 83-85
          28046 Madrid, Spain
          Phone: +34-91-202-41-00
          Fax: +34-91-202-51-71
          Home Page: http://www.auna.com
          Contact:
          Luis A. Salazar-Simpson Bos, Chairman
          Miguel Iraburu Elizondo, Managing Director
          Carlos Lopez Casas, Finance Director


AVANZIT SA: Spanish Court Approves Receivership Filing
------------------------------------------------------
Avanzit SA's receivership filing has been approved by a Spanish
court, which has called for a creditors meeting on March 10.

The Spanish technologies group, together with its unit units,
Avanzit Telecom and Avanzit Tecnologia SL, has been in
receivership since mid-2002 following an unsuccessful attempt to
transform itself into a telecommunications, media and technology
company.  As a result of the venture, the company's total debt
ballooned to EUR235 million, prompting it to lay off of workers
and close divisions to survive.

Last week, the technology group said it accepted Corpfin Capital
Asesores' bid for media arm Telson Servicios Audiovisuales SLU,
its only profitable business.

If an agreement is reached between a consortium led by venture
capital fund Corpfin Capital and Avanzit's 42 creditor banks, it
will mean a cash injection of EUR22 million for the group.

The company's largest creditors are Santander Central Hispano SA,
Caja San Fernando and Caja Castilla La Mancha.


UNION FENOSA: Raises EUR103 Million for Debt Repayment
------------------------------------------------------
Electric utility Union Fenosa SA sold as much as EUR103 million
(US$110 million) of property in order to carry out a five-year
plan to reduce debt to less than EUR6 billion.

Spain's third largest electric utility revealed it has entered
into agreement with property firms Inmobiliaria Osuna SA and
Inmobiliaria Urbis SA for the development of its land in Madrid.
It also consented to the transfer of generation assets on the
sites to new locations.

The transactions will push through following approval of the city
government of Madrid.

The Spanish company also entered a deal for the EUR440 million
sell-off of a 50% stake in its natural gas operations with
Italy's Eni SpA.

Last month, it was able to secure a EUR1.75 million loan and
credit financing deal to refinance short-term debt with an
international syndicate of banks led by Citibank International
and Barclays Capital.


=====================
S W I T Z E R L A N D
=====================


CREDIT SUISSE: Fitch Affirms Short- and Long-term Ratings
---------------------------------------------------------
Fitch Ratings affirmed Credit Suisse Group's Short- and Long-term
ratings of 'F1+' and 'AA-' following the preliminary announcement
of the group's results for the fourth quarter and full year 2002.
The Outlook on the Long-term rating remains Negative.

Credit Suisse Group: Long-term 'AA-' (AA minus); Short-term
'F1+'; Outlook Negative

Credit Suisse: Long-term 'AA-' (AA minus); Short-term 'F1+';
Individual 'B'; Support '2'; Outlook Negative

Credit Suisse First Boston: Long-term 'AA-' (AA minus); Short-
term 'F1+', Individual 'B/C'; Support '1'; Outlook Negative

Credit Suisse First Boston Usa Inc: Long-term 'AA-' (AA minus);
Short-term 'F1+', Support '3'; Outlook Negative

Credit Suisse First Boston International: Long-term 'AA-' (AA
minus); Short-term 'F1+', Support '3'; Outlook Negative

Winterthur Suisse Insurance Company: Insurer Financial Strength
'AA'; Outlook Negative; Long-term 'AA-' (AA minus); Outlook
Negative

Winterthur Life: Insurer Financial Strength 'AA'; Outlook
Negative

Credit Suisse warned of net loss amounting to around CHF1 billion
for the fourth quarter and a net loss of around CHF3.4 billion
for the full year.  Despite these, the group's Tier 1 capital
ratio remains strong at around 9%, says Fitch.  The rating agency
further expects this to be strengthened with the sale of its
Pershing unit.

Fitch also affirms the provision of US$450 million pre-tax in
respect of potential litigation following the recent agreement
with US regulators relating to research analyst independence and
IPO share allocations.  The provision is in addition to various
provisions announced in late-2002 and the loss on the sale of the
Pershing unit announced in early January 2003.

The rating agency predicted that while revenues are likely to
remain subdued in 2003, the group's cost base should continue to
decline benefiting its operating result.  It also forecast
substantially lower restructuring costs and other exceptional
charges.

Fitch warns that any further deterioration in the performance of
the group's main operating subsidiaries could still result in a
one-notch downgrade of the group's Long-term ratings.

Ratings for the Credit Suisse Group and its subsidiaries remained
unchanged and are as follows:

The ratings were assigned a Negative Outlook due to continued
uncertainty of the group's operating environment.


===========================
U N I T E D   K I N G D O M
===========================


AMEY PLC: Announces Agreement for Disposal of PFI Equity
--------------------------------------------------------
The Board of Amey announces that Amey signed a conditional sale
contract in relation to the disposal of a portfolio of PFI
projects to Laing Investments Limited.  In addition, on
completion of the sale, Amey and Laing will enter into a non-
exclusive Co-operation agreement relating to the future execution
and financing of certain bidding activities across a range of PFI
sectors.

The total value of the conditional contract is EUR42.9 million,
including the assumption of future equity commitments of EUR13.8
million relating to four of the eight projects included within
the portfolio.  The remaining EUR29.1 million will be satisfied
in cash.  In addition Amey will still be entitled to recover
previously expensed bid costs relating to the existing PFI
project bids when they reach financial close.  The Board expects
that these amounts should be recovered in the first half of 2003.

The investment portfolio consists of Amey's interests in eight
existing PFI concession companies all of which are in the U.K. road
and accommodation sectors.  The London Underground investment
rights and the Croydon Tramlink investments are excluded from
this transaction.  Other Amey Group companies retain the valuable
long-term maintenance and service contracts that support the
concession companies.

The Group's share of turnover and profit before tax from the
portfolio of projects for the year ended 31 December 2001 were
EUR42.2 million and EUR13.2 million respectively and the Group's
share of net assets in the projects at that date totaled EUR25.1
million.

It is anticipated that the cost sharing arrangements that will be
entered into as part of the Co-operation agreement will, in
certain sectors, make a significant contribution to the costs of
participating in PFI projects in the future.

The sale proceeds will be used to reduce the Group's funding
requirements and the assumption by Laing of Amey's share of the
future equity commitments relating to the projects will reduce
demands on existing funding requirements.  The sale contract is
conditional upon the receipt of necessary third party consents,
including the consent of Amey's lenders, shareholders and other
third parties.

A shareholder circular with further details of the transaction
will be posted in due course.  The long stop date for
satisfaction of the conditions to the sale contract is 14 March
2003.

Sir Ian Robinson, Chairman, commented:

"This is a positive development for Amey as it will realize cash
and reduce the Group's working capital requirement.  Amey will
retain its valuable long term maintenance and service contracts
and looks to achieve its stated strategy to continue as a leading
participant in the growing PFI market, but with a significantly
lower cost base.   In addition, Amey will retain the fee and cost
recovery on the projects in the current bid pipeline."

General Issues

Amey's discussions with its lenders are proceeding and the Group
considers that they remain supportive.

The Board of Amey has noted recent press speculation regarding a
possible offer being made for the Company.  Although tentative
interest in the Company has been expressed, the Company wishes to
emphasize the very preliminary nature of this interest.

CONTACT:  Anthony Cardew,
          CardewChancery
          Phone: 020 7930 0777


AMP: Reduces 2002 Profit Expectations of U.K. Business
------------------------------------------------------
AMP has reduced its current estimate of the 2002 operating
margins of its U.K. Financial Services business by around EUR36
million (A$100 million) from the EUR112 million (A$311 million)
estimate provided at its December market briefing.

About EUR8 million (A$22 million) of this reduction reflects the
deterioration in equity and bond markets from the assumptions
held on 4 December to the actual market close on 31 December.

A further EUR15 million (A$42 million) is anticipated because it
is becoming clear during AMP's year-end financial processes that
earlier assumptions underestimated the cumulative effect of weak
equity markets on the margins released through its 90:10 funds.
This is expected to have a similar effect on U.K. Financial
Services' margins in 2003, all other things being equal.

In addition, the year-end process indicates a need for a top-up
in provisions for pensions mis-selling and other potential
liabilities to policyholders of about EUR13 million (A$36
million).

The anticipated reduction in U.K. Financial Services' operating
margins means that AMP now expects to report a 2002 net operating
profit of around A$500 million before write-downs, asset sales
and restructuring costs.  After those items, AMP currently
expects to report a total loss of around A$900 million for the
2002 year.

As AMP's year-end processes are still in their early stages, all
estimates remain subject to final actuarial and audit review and
sign-off.  AMP will report its full 2002 financial results in 26
February 2003.

Payment of Reset Preferred Securities (PRPS) distributions will
not be affected by this announcement or the previously announced
write-downs.

U.K. Financial Services is separately announcing details of its
2002 bonus rates on with-profit policies in the U.K. today.  These
will range from 0 to 5 per cent.  The U.K. media release is
available on AMP's website at www.ampgroup.com.  These bonus
decisions do not directly impact the 2002 operating margins of
the U.K. Financial Services.

"The U.K. results underline the impact of depressed equity markets
and the continued difficult operating environment we face there,"
AMP's Chief Executive Officer Andrew Mohl said.

"However, we have over A$7 million of our capital invested in the
U.K. and we are committed to extracting value from our mature
business and selectively growing our contemporary business in the
best interest of shareholders."

CONTACT: Mark O'Brien
         Phone: 61 2 9257 7053


ANITE GROUP: Completes Three Further Earnout Renegotiations
-----------------------------------------------------------
Anite Group plc, the worldwide IT solutions and services company,
announces significant further progress in its earnout renegotiations.

Highlights include:

-  95% of the Group's total potential earnout liabilities
successfully renegotiated

- result of remaining significant renegotiations announced
(Parsec, ITS and Anite.net). In addition, the Group is now
addressing its remaining, minor, earnout liabilities, which are
unlikely to achieve their full earnout

- earnout obligations for Calculus, Carus, Didgicom, MSPS,
Parsec, Rox, ITS and Anite.net therefore all successfully
renegotiated in full

- as a result of the renegotiations, over the three year period
ended April 30, 2005 the actual number of shares in issue is
expected to increase by around 15% to 353.4m when compared to the
number in issue at the year ended April 30, 2002 (306.8m)

- the average number of shares in issue is therefore expected to
be significantly below that anticipated at the time of the
announcement of the Group's preliminary results on 9 July 2002
(380m) and that forecast in the Annual General Meeting trading
statement on 4 September 2002 (369m)

- the primary achievement from the negotiations has been to
provide a full buy out of the Group's earnout obligations at a
discount, or to replace issues with loan notes, thus reducing
dilution of earnings per share whilst taking advantage of the
Group's forecast strong cash generation or to fix the price at
which shares are to be issued, thereby creating further certainty
for shareholders

John Hawkins, Chief Executive of Anite, stated:

'I am delighted that we have been able to reach a further
milestone in respect of the remaining significant potential
earnout liabilities thus providing greater certainty for our
shareholders.

'We have significantly reduced the forecast dilution of earnings
as a result of the process and can now direct all of our
attention on managing the Group's assets and good housekeeping.'

Introduction

Anite indicated at the time of its half year trading statement
issued on 20 November and at the time of its interim results
announcement on 11 December 2002 that, following successful
renegotiations of the earnout obligations for Calculus, Carus,
Didgicom, MSPS, Parsec (partially), and Rox, representing 78% of
the Group's total potential earnout liabilities, negotiations to
crystallize the remaining smaller uncapped earnouts were underway
and were close to completion.  It has been the Group's policy
that, where possible, the aim of the negotiations was to replace
share issues with loan notes thus reducing dilution of earnings
per share whilst taking advantage of the Group's forecast strong
cash generation or to fix the share price at which the shares are
to be issued, thereby providing greater certainty for
shareholders.

The Group is therefore pleased to announce today that it has now
successfully renegotiated 95% of its total potential earnout
liabilities as a result of entering into agreements with the
sellers of the three principal remaining acquisitions, Parsec,
ITS, and Anite.net.

Parsec Systems Limited ('Parsec')

The Group has entered into agreements with the sellers (the
'Parsec Sellers') of Parsec, an e-business solutions and
consultancy business that Anite acquired in September 2001, in
respect of the remaining element of its earnout commitments to
the Parsec Sellers, having announced in July 2002 that the Group
had crystallized the 2002 element.

Under the terms of the Parsec sale and purchase agreement (the
'Parsec SPA'), the maximum earnout of o20 million payable on the
achievement by Parsec of various profit targets through to April
2004 was due to be satisfied (i) as to 50% by the issue and
allotment by Anite of Anite ordinary shares to the Parsec Sellers
at an issue price calculated by reference to the average of the
middle market price in the period leading up to their allotment;
and (ii) as to 50% by the issue of loan notes.  GBP10 million has
already been paid to the Parsec Sellers pursuant to the earnout
provisions of the Parsec SPA.

Under the new agreements, the primary provisions are as follows:

(i)   earnout payments to the Parsec Sellers will be satisfied as
to 100% in guaranteed loan notes

(ii)  the maximum aggregate amount payable to the Parsec Sellers
in the period 1 May 2002 through to April 2004 is reduced from
GBP10 million to GBP7.5 million.

(iii) the profit targets required to be met to achieve the
earnout payments are altered, with an overall reduction of 8%

Ideal Technology Services Limited ('ITS')

Under the original terms of the sale and purchase agreement
entered into in connection with the acquisition of ITS (the 'ITS
SPA'), a maximum earnout of GBP4.75 million was payable to the
sellers of ITS (the 'ITS Sellers') in relation to the periods to
30 April 2005, the quantum of the earnout being dependent on the
performance of ITS during such periods.  In addition, it was
provided that all earnout payments would be satisfied as to 60%
of each payment by the issue of Anite ordinary shares at an issue
price calculated by reference to the average of the middle market
price in the period leading up to their allotment and as to 40%
by the issue of guaranteed loan notes.

Under the terms of the variation agreement entered into between
Anite and the ITS Sellers, all earnout payments that fall due
will be paid as to 100% by the issue of guaranteed loan notes.
The quantum and timing of any payments remain as provided for
under the original terms of the ITS SPA.

Anite.net

Anite announced the acquisition of Anite.net on 1 May 2002.
Under the terms of the original sale and purchase agreement (the
'Anite.net SPA'), Anite agreed to pay an initial consideration of
GBP420,000, with a maximum earnout of GBP4.05 million payable in
relation to the periods to 30 April 2005.  Earnout payments under
the original terms of the Anite.net SPA were payable as to 65% by
the issue of Anite ordinary shares at an issue price calculated
by reference to the average of the middle market price in the
period leading up to their allotment and as to 35% by the issue
of guaranteed loan notes.

Anite and the sellers of Anite.net (the 'Anite.net Sellers') have
now agreed to crystallize the potential earnouts on the following
terms:

-    Anite will pay to the Anite.net Sellers c. o2.94 million
(i.e.   72.5% of the maximum aggregate amount payable under the
provisions of the earnouts) (the 'Settlement Payment')

-    the Settlement Payment will be paid as to 80% in bank
guaranteed    loan notes (with the guarantee becoming effective
as from 1 May 2003) and as to 20% in Anite ordinary shares, such
shares to be deemed to be valued at 50 pence per share

Following payment of the Settlement Payment, Anite will have no
further potential earnout obligations in relation to the
acquisition of Anite.net.

CONTACT:  ANITE GROUP PLC
          Home Page: http//www.anite.com
          Phone: 0118 945 0129
          John Hawkins, Chief Executive
          Neil Bass, Group Financial Controller
          Weber Shandwick Square Mile
          Phone: 020 7067 0700
          Reg Hoare/ Sara Musgrave


BAE SYSTEMS: Announces Job Losses in Its Sea Systems Business
-------------------------------------------------------------
BAE SYSTEMS announces 700 job losses in Barrow-in-Furness,
including 265 in its shipyards on the Clyde, 50 from Waterlooville
and up to 30 at Farnborough, Hampshire.

These cuts will take effect progressively and the company will enter
into consultations with employees and Trade Union representatives.

Additionally, BAE SYSTEMS announces that it intends to continue
to develop Barrow-in-Furness as its centre for submarine
programmes. The company now plans to consolidate its work on the
Type 45 Destroyer build programme into the BAE SYSTEMS shipyards
on the Clyde. This proposal is currently under consideration by
the UK MoD.

The above actions reflect the need to continue to maximise
efficiency whilst retaining the full capability to deliver Sea
Systems products into the U.K. and export markets.

                           ******
Last month, Standard & Poor's Ratings Services downgraded its
short-erm corporate credit and commercial paper ratings on BAE
Systems PLC to 'A-2' from 'A-1', following the company's
announcement of cost overruns and delays on the GBP2.8 billion
Nimrod and GBP2.0 billion Astute contracts with the British
Ministry of Defense.

The parties are currently negotiating possible changes in the
transactions.


CABLE & WIRELESS: Announces Changes in Board Structure
------------------------------------------------------
Cable and Wireless plc announced Tuesday the first moves in the
restructuring of its Board.

Rob Rowley, a Non-executive Director and Chairman of the Audit
Committee has been appointed Executive Deputy Chairman working on
a part-time basis. For an interim period he will take
responsibility for the Group Finance Director David Prince, who
continues on the Board and for the Legal Director, Dan Fitz. Rob
will report directly to Richard Lapthorne, Chairman. Graham
Wallace, Chief Executive, will be leaving the Company but will
continue to be responsible for day-to-day operations until the
search for his successor is completed. During this period Graham
will also be responsible for delivering the cost reduction
programmes.

Don Reed, Executive Director and Raymond Seitz, Non-executive
Director are retiring from the Board on the 31 January 2003.

Two new non-executive appointments are announced. Tony Rice and
Bernard Gray will join the Board with immediate effect. Tony will
replace Rob Rowley as Chairman of the Audit Committee. He is
Chief Executive of Tunstall Holdings Ltd. His career was spent
largely with British Aerospace plc, including a period as Group
Treasurer during the restructuring in the 1990s.

Bernard Gray is Chief Executive of CMP Information Limited, a
division of United Business Media plc. He was formerly a member
of the Financial Times Lex team and political adviser to George
Robertson when he was Secretary of State for Defence.

Richard Lapthorne commented: "These appointments will be
invaluable in guiding Cable & Wireless through the many changes
it will need to make over the coming months and years. Rob Rowley
will bring heavyweight reinforcement to a finance function that
could otherwise risk becoming over-stretched. Tony Rice was an
outstanding Treasurer and has accumulated telecom experience in
helping to float Orange plc and through his non-executive roles
at General Cable and Telewest plc. Bernard Gray has a proven
ability to ask the right questions; skills developed both as a
respected FT journalist and at the MoD and has since made a
substantial contribution to the restructuring of United Business
Media."

Further announcements about non-executive appointments will be
made in due course.

CONTACT:  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


INVENSYS PLC: Appoints New Non-Executive Directors
-------------------------------------------------
Invensys plc announces that Martin Jay and Jean-Claude Guez have
been appointed as non-Executive Directors with effect from 21
January 2003.

Martin Jay, British, is Chairman of VT Group plc and was
previously Chief Executive for 13 years. Under his leadership, VT
has developed from a naval shipbuilder to a leading provider of
services and products to governments worldwide, with profits
having grown consistently over that period. Previously, Martin
held a range of leadership positions at GEC and was a member of
the GEC Management Board. Jean-Claude Guez, French, is a non-
Executive Director of Exel plc and Eurostar Group Ltd and a
former management consulting partner at Accenture, where he
remains as a part-time adviser to senior management on the
implementation of new technologies. He is also an advisory
partner with Rocket Ventures LP, a U.S.-based technology venture
capital fund. In over thirty years at Accenture, with twenty as
Partner, he led a number of major strategic IT projects across a
range of industries. He is a graduate from Ecole Polytechnique in
Paris.

Lord Marshall, Chairman of Invensys plc said:

"I welcome the appointment to the Board of Martin Jay and Jean-
Claude Guez. They bring considerable experience to Invensys, from
the successful diversification of a manufacturing business into
services to the development and application of new technologies
in global businesses. Their appointment, following Bob Bauman's
retirement last year, will broaden and strengthen our diversity
and help sharpen our customer focus."

About Invensys plc

Invensys plc is a global leader in production technology and
energy management. The group helps customers improve their
performance and profitability using innovative services and
technologies and a deep understanding of their industries and
applications.

Invensys Production Management works closely with customers in
order to drive up performance of their production assets,
maximize their return on investments in production technologies
and remove cost and cash from their whole supply chain. The
division includes APV, Avantis, Baan, Eurotherm, Foxboro,
SIMSCI/Esscor, Triconex and Wonderware. These businesses address
process and batch industries -- including oil, gas and chemicals,
food, beverage and personal health care -- and the discrete and
hybrid manufacturing sectors.

Invensys Energy Management works with clients involved in the
supply, measurement and consumption of energy and water, to
reduce costs and waste and improve the efficiency, reliability
and security of power supply. The division includes Energy
Management Solutions, Appliance Controls, Climate Controls,
Global Services, Metering Systems, Powerware and Home Control
Systems. These businesses focus on markets connected with power
and energy infrastructure for industrial, commercial and
residential buildings.

The company also serves the specialised rail, wind-power and
electronic manufacturing (power components) markets through
Invensys Rail Systems, Hansen Transmissions and Lambda,
respectively, in its development division.

Invensys operates in more than 80 countries, with its
headquarters in London.

For more information, visit www.invensys.com

CONTACT: INVENSYS PLC
         Simon Holberton
         Phone: +44 (0)20 7404 5959
         Fax: +44 (0)20 7831 2823


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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

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.

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